16.1 16.2 16.3 The GPC and the Contracts are subject to the laws of the country in which the Purchaser has its registered seat excluding the United Nations Convention on the International Sale of Goods (CISG). For Suppliers with place of business in the EU or EFTA exclusive place of jurisdic- tion for all disputes arising out of or in connection with the GPC and the Contracts concluded on the basis thereof shall be the registered seat of Purchaser. For Suppliers with place of business outside the EU and EFTA all disputes arising out of or in connection with or in connection with the GPC and the Contracts shall be submitted to the International Court of Arbitration of the International Cham- ber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in ac- cordance with the said Rules. Place of arbitration shall be Zurich, Switzerland. The Emergency Arbitrator Rules shall not apply. The language of the arbitral proceed- ings shall be English. Part B – SUPPLY 17. 17.1 17.2 17.3 17.4 17.5 17.6 17.7 Delivery; Delay Unless otherwise stipulated in the PO, the items named in the respective PO (“Supply Items”) shall be marked in accordance with the Purchaser’s instructions and delivered DDP nominated place in the PO according to INCOTERMS 2020 and in accordance with GDP guidelines, if applicable to the transported items, properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course. Unless otherwise stipulated by the Purchaser in the PO, deliveries and/or perfor- mance shall only be accepted by the Purchaser within its usual business hours. Transfer of risk for the Supply Items shall occur in accordance with the agreed upon INCOTERM at the place of delivery named in the respective PO. Transfer of title shall occur upon hand over of the Supply Item at the place of delivery. Purchaser shall have the right to cancel the PO for the Supply Items or for any part of the Supply Items which have not yet been delivered to Purchaser. In re- lation to any PO cancelled or part-cancelled under the present clause, on receipt of validly issued and properly documented evidence, the Purchaser shall pay for that part of the price which relates to the Supply Items which at the time of cancellation have been manufactured and ready for delivery to or in transit to the Purchaser. To the maximum extent possible, the Supplier shall mitigate all costs relating to the PO immediately upon receipt of cancellation under the present clause. The Supply Items shall not be delivered by instalments unless otherwise specified in the PO or agreed in writing by the Purchaser. In case of excess delivery, Pur- chaser also reserves the right to reject the whole or may accept only the quantity ordered and shall not be bound to pay for any excess it does not accept, which will be and remain at the Supplier’s risk and will be returnable at the Supplier’s expense. If the Supplier delivers in excess of or less than the quantity ordered, the Purchaser may accept delivery, in which case the Price shall be adjusted pro- rata. The PO number must appear on all packing slips, invoices and other documenta- tion referencing the PO/release, as applicable. Any remuneration paid by Purchaser shall not constitute a defect free acceptance of the Supply Items or waiver of any rights. The delivery date stated in the PO, if any, shall be binding. Supplier shall be in delay if the Supply Items are not delivered at the date stated in the PO. If the Supplier fails to deliver any of the Supply Items by the agreed date, Pur- chaser shall (without prejudice to its other rights and remedies) be entitled at Purchaser’s sole discretion: (i) to terminate the Contract in whole or in part; (ii) to refuse to accept the delivery of any Goods delivered late and any more Goods under the Contract or, if delivery occurs, to reject such Goods; and/or (iii) to recover from the Supplier all costs and losses resulting to the Purchaser from the failure to deliver on time, including the amount by which the price payable by the Purchaser to acquire those Goods from another supplier exceeds the price payable under the Contract and any loss of profit. 18. Certificates of analysis (“COA”) for raw material deliveries Supplier will provide Purchaser with a recent and representative COA for each Supply Item purchased by Purchaser prior to shipment as well as any other infor- mation requested by Purchaser. A separate COA and/or any information must be provided for each manufacturing lot without undue delay. 19. 19.1 19.2 19.3 19.4 19.5 Warranty for Supply Items; Spare parts Supplier warrants that the Supply Items are produced, sold and delivered in com- pliance with the requirements of the applicable standards, regulations and statu- tory law of Supplier’s country as well as the Supply Items’ and shall correspond with the description and any Specification provided in Purchaser’s PO, and be fit for the intended purpose. The Supply Items shall also be free of defects in design, material and workmanship and remain so for 24 months after delivery or the shelf life, whichever is the shorter, and shall be free of rights, liens and encumbrances of third parties. Supplier shall also be legally authorized to sell and deliver the Supply Items. The Supply Items shall have a remaining shelf-life of at least six (6) months after the delivery date. A breach of the aforementioned warranties shall be considered a defect of the Supply Items. Purchaser shall inspect the delivered Supply Items and notify any apparent de- fects within fourteen (14) days after delivery or in case of hidden defects after discovery. The conditions at the place of delivery shall be taken into account. Purchaser shall be entitled to reject any Supply Items which are not in full com- pliance with the PO and the present GPC. Any acceptance of defective, late or incomplete Supply Items or any payment made in respect thereof shall not con- stitute a waiver of any of Purchaser’s rights and remedies. Any rejected Supply Items may be returned to the Supplier at the Supplier’s cost and risk. The Supplier shall pay to Purchaser a reasonable charge, as notified by Purchaser to Supplier, for storing and returning any of the Supply Items rejected. The warranty period shall expire twenty four (24) months after transfer of risk to Purchaser. If the Supply Items are used for a building in accordance with the normal way they are used and this has resulted in the defectiveness of the build- ing, the warranty period shall expire sixty (60) months after transfer of risk to Purchaser. Statutory warranty periods exceeding the aforementioned remain un- affected. Purchaser is entitled to statutory warranty rights without restriction. In particular, the Purchaser shall be entitled, at his choice, to claim remedy of the defect or delivery of a defect-free Supply Item (“Subsequent Performance”). The Supplier shall bear all costs of Subsequent Performance, in particular the costs for examination and analysis of a defect as well as labour-, material-, travel- and transport costs. Furthermore, the Supplier shall reimburse the expenses for the removal of the defective Supply Items and the installation or attachment of the repaired or delivered defect-free Supply Items. 19.6 19.7 During the Subsequent Performance the warranty period shall be suspended. The warranty period shall expire not earlier than three (3) months after the suspen- sion has ended. In case Supplier replaces the Supply Items the initial warranty period shall commence anew; in case Supplier repairs the defective Supply Item the initial warranty period shall only commence anew for the remedied part of the Supply Items. Purchaser warrants the supply of spare parts for the Supply Items for a period of 5 years. If Supplier ceases to supply such spare part in this time period, it shall notify Purchaser at least 6 months before the end of supply in order to enable Purchaser to make a last time buy. Part C – SERVICES 20. 20.1 20.2 20.3 Place of Performance; Acceptance The Supplier shall perform the services at the place named in the PO and provide all equipment, tools, vehicles and any other items as are required to provide the Services. If the PO does not explicitly name the place of the services, the place of performance shall be derived from the circumstances. In performing the Services, the Supplier shall observe all health and safety rules and regulations and any other security requirements that apply at any of the Purchaser’s premises, not do or omit to do anything which may cause the Pur- chaser to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business and the Supplier acknowledges that the Purchaser may rely or act on the Services. Purchaser shall accept the performed services if they are in conformance with the Contract. Transfer of risk shall occur upon acceptance. 21. 21.1 21.2 21.3 Warranty for Services Supplier warrants that its services are being performed in a workmanlike manner and at least in accordance with the applicable industry standard and the applica- ble laws and regulations. Furthermore, Supplier warrants that its work results are free of material and legal defects, have the agreed quality and are fit for the contractual purpose. Supplier shall inform Purchaser without undue delay if it becomes aware of facts that may endanger the performance of the services or question the information provided by Purchaser. Supplier shall be liable according to the statutory provisions. Defective works are subject to the statutory provisions, however, the warranty period shall be two (2) years commencing after acceptance. In particular, the Purchaser shall be entitled, at his choice, to claim remedy of the defect or performance of a defect-free ser- vice (“Subsequent Perfor-mance”). The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Purchaser to inspect such records on request. 22. Invoicing Supplier is entitled to issue an invoice upon full performance and acceptance of all services and provision of the documentation agreed in the Contract. Supplier shall issue a final invoice even in case Purchaser has agreed to make partial pay- ments to Supplier. 23. 23.1 Where 23.2 Cancellation Purchaser remains entitled to cancel the Contract at its sole discretion prior to full performance of the services. the Purchaser has paid in advance for Services that have not been delivered or provided, to have such sums refunded by the Supplier; Supplier shall be paid a reasonable termination charge consisting of a percentage of the PO price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination. Supplier shall not be paid for any work done after receipt of the notice of termination 24. 24.1 24.2 24.3 24.4 24.5 24.6 Minimum wage, foreign employees, Sub-Suppliers; work safety Supplier hereby confirms to Purchaser that he complies with the applicable laws on minimum wage and the employment of foreign workers. Supplier hereby warrants that he and any sub-Supplier or assigned lender con- tracted by him will comply with the applicable laws on minimum wage and the supply of temporary workers. Supplier shall use sub-suppliers only upon Purchaser’s approval. Supplier ensures to secure that in performing the services all applicable work safety rules are complied with Supplier shall hold Purchaser free and harmless from any claim which may be brought against Purchaser under the applicable laws on minimum wage, the sup- ply of temporary workers or work safety by Supplier's employees and/or of em- ployees of any sub-Supplier or assigned lender contracted by Supplier shall bear any damages and costs – including any necessary legal defence costs – which arise from such disputes, unless Supplier cannot be held responsible for the breach or (alternatively) he acted without negligence with regard to the selection and the surveillance of sub-Suppliers which do not qualify as vicarious agents. Any rights and remedies under statutory law remain unaffected. Supplier shall support Purchaser in defending against such claims to the best of his knowledge and with the greatest possible care. *** Covetrus Group GPC Purchasing English version (valid as of 6/2023) 2
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