GTCP, GTCS & Supplier Code of Conduct

1..1 These General Terms and Conditions of Purchase (GTCP) shall apply exclusively to all contracts concluded by us with a supplier in commercial dealings, unless expressly agreed otherwise in writing. This includes, in particular, contracts for the purchase and manufacture of goods, rights and other items (referred to hereinafter as the "supply of goods"), as well as any related pre-contractual obligations. We place orders subject exclusively to our GTCP. Any other general terms and conditions shall not form part of the contract, even if we do not expressly object to them. If we accept delivery or performance without express objection, this shall under no circumstances be deemed to constitute acceptance of, or agreement to, such other terms and conditions

1.2 Our General Terms and Conditions of Purchase (GTCP) apply
- only to entrepreneurs within the meaning of Section 310(1) of the German Civil Code (BGB);
- to all future transactions with the same supplier; and
- in particular to contracts for sale, contracts for work, and contracts for work and materials.

1.3 This English-language version of our GTCP shall govern contracts or orders drafted in the English language.

1.4 We reserve the right to require the supplier to enter into a quality assurance agreement (QAA). Any such QAA shall then form part of these General Terms and Conditions of Purchase.

2.1 The supplier shall adhere strictly to the enquiry in its quotation and shall expressly point out any deviations. Quotations shall be provided free of charge and shall create no obligation for us. Cost estimates shall only be remunerated by special agreement.

2.2 The supplier shall confirm each order in writing within two weeks, stating the binding delivery date, the price and our order number. Upon order confirmation, any drawings and other documents attached to our order shall form part of the contract. With regard to these documents, the provisions under clause 12 shall apply additionally.

2.3 Our order number (with date and item number), the relevant department and our designated contact or scheduler shall be stated in all correspondence, invoices and shipping documents. If the supplier fails to include this information, we shall not be responsible for any processing delays. Individual orders shall be treated separately in correspondence. Under no circumstances shall partial deliveries be deemed a separate transaction.

3.1 The agreed delivery dates and delivery periods including interim dates shall be binding. Delivery periods shall commence on the date of the order. As soon as the supplier becomes aware that it cannot fulfil its contractual obligations in whole or in part or cannot do so on time, it shall notify us in writing without delay, stating the reasons and the expected duration of the delay.

3.2 Delivery shall take place during the opening hours of our relevant goods receiving department. We shall state the relevant opening hours on the order or in the delivery call-off.

3.3 The supplier shall be liable to compensate us for all losses arising from delay within the statutory framework, unless the supplier proves that it is not responsible for the delay. Acceptance of a late delivery or performance shall not constitute a waiver of claims for compensation.

3.4 A reservation regarding a contractual penalty incurred due to late delivery shall be deemed declared in a timely manner if we deduct the incurred amount from the final payment. In that case, a reservation pursuant to Section 341(3) of the German Civil Code (BGB) shall not be required. Section 340(2) of the German Civil Code (BGB) shall apply.

3.5 If the agreed deadlines are not met due to circumstances for which the supplier is responsible, we shall be entitled, upon the expiry of a reasonable grace period set by us and without prejudice to any further statutory claims, to demand damages in lieu of performance or to procure a replacement from a third party at our discretion. The right of withdrawal shall remain unaffected.

3.6 If the supplier delivers earlier than agreed, we shall be entitled to charge reasonable storage costs for the additional storage period. However, we shall be under no obligation to accept delivery before the agreed delivery date..

4.1 Under the international trade term "DDP" (Incoterms 2000), risk shall pass to us upon acceptance of the delivery at our receiving department, unless agreed otherwise in writing. Where delivery ex works has been agreed, the supplier shall arrange the most cost-effective carriage for us and ensure the correct value declaration of the goods. In this case also, the supplier shall be liable for any damage in transit.

4.2 The goods shall be accompanied by a delivery note stating the exact order details in addition to a precise description of the scope of delivery by type, quantity and other relevant specifications. If the supplier fails to include this information, delays in processing will be unavoidable and we shall not be responsible for any such delays.

4.3 Partial deliveries shall only be accepted by express agreement. In the case of partial deliveries, the remaining quantity shall always be stated.

4.4 Unless agreed otherwise in writing, goods in transit insurance shall be covered by us. RVS/SVS fees shall not be charged.

4.5 The supplier shall be obliged to ensure proper (and, where applicable, prescribed) packaging and declaration. Packaging shall be included in the price unless agreed otherwise.

4.6 At our request, the supplier shall take back or dispose of non-recyclable packaging material at its own expense. If the supplier fails to comply with this obligation despite a deadline having been set, it shall compensate us for any expenses and losses resulting from this failure.

5.1 To enable us to process invoices promptly and correctly, the supplier shall state on all invoices our order number, the quantities and units of measure, the gross, net and, where applicable, calculated weights, the item description with item number and, in the case of partial deliveries, the remaining quantity. If this information is not provided, we shall not be responsible for any delays in processing or settlement.
Delays caused by incorrect or incomplete invoicing shall suspend the running of the prompt payment discount period.

5.2 The payment period shall begin on the date of receipt of faultless goods and invoices, whereby the later date shall be decisive. Receipt of faultless goods shall also include the complete handover of all documentation, certificates, instructions for use etc. If delivery takes place earlier than agreed, the payment period shall under no circumstances commence before the agreed delivery date. Where the contract relates to the performance of work, acceptance shall take the place of receipt of the goods.

5.3 Payment does not constitute acceptance of the terms or prices and under no circumstances constitutes acceptance.

5.4 Unless a different payment term has been agreed in the individual case, we shall pay either within 14 days with a 3% prompt payment discount or net within 30 days calculated from the end of the month of the invoice date.

5.5 We reserve the right to choose the method of payment. In the case of payment by bank transfer or cheque, the payment obligation shall be deemed met in a timely manner provided that the transfer instruction has been forwarded to our bank or the cheque has been dispatched to the supplier..

5.6 The supplier shall bear all risks associated with the dispatch of the cheque. In addition to the risk of theft and unauthorised cashing, the supplier shall compensate us for any additional losses incurred as a result, in particular bank charges for stopping cheques.

5.7 In the event of default in payment, we shall owe no interest on late payment higher than the statutory default interest within the meaning of Section 288(2) of the German Civil Code (BGB).

5.8 Statutory value added tax shall be shown separately on the supplier’s quotations, order confirmations and invoices. If this is not the case, the statutory value added tax shall be deemed included in the supplier’s price.

5.9 All prices shall be understood as "delivered free to door". In international trade, the international trade term "DDP" (Incoterms 2000) shall be deemed agreed. Prompt payment discount (see point 5.3) and packaging along with declaration (see point 4.3) shall be included, unless agreed otherwise.

5.10 If the supplier reduces its prices or improves other conditions in the period between the order and delivery, the more favourable conditions shall be deemed agreed. We shall not permit any price increases or other deteriorations of conditions during this period to apply against us.

5.11 Any excess or short performance shall be stated on the delivery note and the invoice.

5.12 We shall be entitled to the defence of non-performance of the contract as well as further rights of set-off and retention to the full statutory extent.

5.13 The supplier may assign claims for the purchase price or remuneration for work – without prejudice to its right of assignment under Section 354a of the German Commercial Code (HGB) – only with our prior consent. We undertake to withhold consent only for a compelling reason.

5.14 If on-site inspections of the goods to be supplied are planned, the supplier shall bear its personnel costs and the material inspection costs incurred. We shall bear our own personnel costs for the inspection. The supplier shall give us binding notice of readiness for inspection at least one week in advance and shall agree an inspection date with us. If the delivery item is not presented by this date, our personnel inspection costs shall be borne by the supplier. If repeated or further inspections are required due to identified defects, the supplier shall bear all material and personnel costs for them. The supplier shall bear the material and personnel costs for the material certificates of the input materials.

5.15 We shall be entitled to rights of set-off and retention to the statutory extent. In the event of an assignment of a monetary claim to a third party, we shall remain entitled to make performance to our contractual partner.

6.1 Liability for defects shall be governed by the statutory provisions, unless otherwise provided for below..

6.2 The supplier undertakes to ensure that all goods delivered and all services performed by it comply, at the time the contract is formed, with the latest state of the art, the relevant statutory provisions, and the regulations and guidelines of authorities, professional associations and trade associations. The supplier shall inform us immediately of any pending changes known to it. Accordingly, compliance is required with, for example, the Equipment Safety Act, the applicable safety engineering requirements, and health and safety and accident prevention regulations, as well as, in particular, the environmental protection regulations applicable in the EU, the Federal Republic of Germany, and at the registered office of the supplier.

6.3 Where, in individual cases, deviations from these provisions (see clause 6.2) are necessary, the supplier shall obtain our prior written consent to such deviations. This consent shall not affect the remaining obligations under the contract of sale or contract for work, including any guarantees as to the quality of the item or the work.

6.4 If the supplier has any reservations regarding a method of performance desired by us, it shall notify us thereof in writing without delay.

6.5 We shall notify the supplier without delay of any defects in the delivery or performance as soon as they are determined in the ordinary course of business. In any event, a notice of defect shall be deemed timely if, in the case of obvious defects, it is given within ten working days of receipt of the goods or, in the case of hidden defects, immediately upon discovery thereof. The dispatch of the notice of defect by us to the supplier shall be decisive for the timeliness of such notice. In all other respects, Section 377(5) of the German Commercial Code (HGB) shall apply.

6.5.1 In the event of weight discrepancies, the weight determined by us upon receipt shall apply, unless the supplier proves that the weight calculated by it was correctly determined using a generally accepted method. The same shall apply accordingly to quantity discrepancies.

6.5.2 We shall only be obliged to give notice of quality-related defects in partial deliveries insofar as the partial delivery was expressly agreed with the supplier. An immaterial short delivery shall not be deemed a partial delivery for this purpose.

6.5.3 Any separate provisions of any quality assurance agreement that may exist between the supplier and us shall take precedence.
 
6.6 The limitation period for claims for defects shall be 36 months, calculated from the passing of risk, unless the mandatory provisions of Sections 377, 478 and 479 of the German Civil Code (BGB) apply. 

6.6.1 Insofar as we are entitled to seek recourse against our contracting party in accordance with Section 478 of the German Civil Code (BGB), the limitation period for our claims under Sections 437 and 478(2) of the German Civil Code (BGB) arising from a defect in newly manufactured goods sold to our customer shall commence no earlier than six months after the date on which we have satisfied our customer’s claims. 

6.6.2 The supplier shall, at our discretion, remedy any defects in the delivery or performance notified during the limitation period within a reasonable period and free of charge, including all incidental costs, by repairing or replacing the defective parts. For this purpose, we reserve our right to demand a replacement delivery of a defect-free item or a defect-free work. Subsequent performance shall be carried out without delay. It will cause the limitation period to start afresh, unless the scope, duration and/or costs of the subsequent performance do not indicate an acknowledgement by the supplier of its obligation to perform subsequent performance. In the event of a justified notice of defect, the limitation period shall be extended by the period between the notice of defect and the remedy of the defect.

6.6.3 All further statutory claims arising from defects, in particular the right to withdraw from the contract and our claim for damages, including damages in lieu of performance, shall remain unaffected. If the supplier fails to comply with its obligation to perform subsequent performance within a reasonable period set by us, we may take the necessary measures ourselves or have them taken by third parties at the supplier's expense and risk. In urgent cases, following coordination with the supplier, we may carry out the subsequent performance ourselves in the form of a remedy of defects or have it carried out by a third party. In particularly urgent cases where it is no longer possible to notify the supplier of the defect and the imminent damage and to set a deadline – however short – for the supplier to remedy the situation itself, we may, in the interest of uninterrupted production, remedy the defects ourselves without prior coordination and charge the necessary expenses to the supplier. The same shall apply if unusually high damages are imminent.

6.6.4 For each delivery that we determine to be defective after the goods have been handed over to us, in compliance with our duties under Section 377 of the German Commercial Code (HGB), we shall be entitled to levy a fixed fee for transport, storage and administration costs in the amount of EUR 250.00 plus statutory VAT, provided that the order value of the relevant delivery is at least EUR 2,500.00 (net). Irrespective of this, we shall be entitled to claim any further proven damages.

6.7 If, contrary to the agreement, the products delivered by the supplier are not free from third-party rights, the supplier shall be obliged to indemnify us for any damages resulting therefrom if it knew or ought to have known of such third-party rights.

Where a claim is made against us by our customer within the scope of a sale of consumer goods and such claim is based on a defect in the goods delivered by the supplier, our claims for recourse shall not become time-barred until a period of five years has elapsed, calculated from the delivery of the goods to us by the supplier.

8.1 Where the supplier has given a guarantee as to the quality of an item or a work in the form of a warranty, the supplier shall be liable under the statutory provisions for damages, including damages in lieu of performance.

8.2 The limitation period shall be 36 months, calculated from the discovery of the absence or lack of the relevant quality..

9.1 Insofar as claims are made against us by third parties under product liability or other statutory provisions, the supplier shall be obliged, upon first demand, to indemnify us against all such claims insofar as it is directly liable to the third party in their external relationship and insofar as the cause originated within its sphere of control and organization.

9.2 Where a product recall is carried out as a result of such an event, the supplier shall, upon first demand, indemnify us against any expenses and costs incurred by us in this connection, insofar as the supplier is liable under Sections 683 and 670 of the German Civil Code (BGB) or under Sections 830, 840 and 426 of the German Civil Code (BGB).

9.3 The supplier shall be obliged to maintain product liability insurance and, where appropriate, goods in transit insurance for the duration of the contract, in each case with appropriate minimum cover; we shall be entitled to demand from the supplier a corresponding confirmation of cover from its insurer.

10.1 Where the products ordered by us serve the manufacture of medicinal products, foodstuffs or food supplements, the relevant statutory provisions and recognised rules, in the version currently in force, shall be complied with.

10.2 In this case, we shall be notified immediately in writing of any changes to the manufacture, specifications or other factors that may have an influence on quality.

10.3 Each delivery should, as far as possible, originate from a single batch, thereby forming a homogeneous unit. The batch number shall be permanently and clearly marked on every container and on every delivery note. If the delivery consists of several batches of the same product, all batch numbers shall be noted on the containers as well as on the delivery note.

10.4 In all cases of continuous manufacturing processes in which a batch-related recording is not possible, the quality in accordance with specifications shall be ensured by the supplier. Each container shall be permanently and clearly marked with the product designation, the net weight, the tare, the batch number as well as any hazard and storage instructions.

10.5 Materials or parts provided remain our property. They may only be used within the scope of our orders. The processing of the materials and the assembly of the parts by the supplier shall take place on our behalf. Where materials and parts are combined, mixed or processed with other items not belonging to us, we shall acquire co-ownership of the new thing in proportion to the value of the provided materials and parts to the other processed items at the time of combination, mixing or processing. If our item is to be regarded as the principal item, it shall be deemed agreed that the supplier shall transfer proportionate co-ownership to us. Our sole ownership and co-ownership shall be kept in safekeeping by the supplier free of charge.

If it becomes recognisable that our claim to delivery is endangered due to a lack of capacity to perform on the part of the supplier (e.g. economic deterioration, actual obstacles to performance etc.), we shall be entitled to rescind the contract or to terminate it extraordinarily without notice. The circumstance set out in Sentence 1 shall be deemed good cause for termination.

12.1 All information that the supplier receives from us during the performance of the contract shall be treated as strictly confidential. This shall not apply to information that was already known to the supplier or of which the supplier has otherwise obtained knowledge.

12.2 All drawings, standards, guidelines, analytical methods, formulations and other documents made available by us to the supplier for the manufacture of the object of delivery, as well as documents prepared by the supplier in accordance with our specific instructions, shall remain our property and shall not be used by the supplier for other purposes, reproduced or made accessible to third parties. Upon request, they shall be handed over to us immediately, together with all copies and reproductions. We reserve the industrial property rights to all documents handed over to the supplier. The supplier shall regard the enquiry and order and the work relating thereto as a trade secret and shall treat them confidentially accordingly.

12.3 The supplier shall submit to us all necessary documents that are required for a discussion of the object of delivery. Such a discussion or other involvement on our part lies exclusively within the area of responsibility of the supplier and does not release the latter from any warranty and other obligations. Documents of all kinds that we require for the use, setup, assembly, processing, warehousing, operation, servicing, inspection, maintenance and repair of the object of delivery shall be made available to us by the supplier in good time and unsolicited, free of charge. The standards and guidelines cited by us shall apply in the latest version in each case.

12.4 The supplier shall be obliged to observe the statutory provisions on data protection. In particular, the employees of the supplier shall be bound to data protection secrecy in accordance with Section 5 of the German Federal Data Protection Act (BDSG).

12.5 The supplier shall likewise impose these obligations on subcontractors.

12.6 The supplier shall be liable for all culpably caused damage that accrues to us and our affiliated companies from the breach of one of these obligations (Points 12.1. to 12.5.).

Moulds, models, tools, films etc. that have been manufactured by the supplier for the execution of the order shall pass into our ownership through payment of the agreed remuneration, even if they remain in the possession of the supplier. Upon request, these objects shall be handed over to us.

The risk of destruction, damage or other deterioration of property of the supplier or of its workforce brought into our premises for the purpose of assembly works, servicing operations, inspections, maintenance works etc. shall not be borne by us.

15.1 The supplier shall be liable for ensuring that patents, licences or protective rights of third parties are not infringed through the delivery and use of the objects of delivery, if the supplier knew of or ought to have known of the infringements of rights. Any licence fees shall be borne by the supplier.

15.2 If a claim is made against us by a third party in this connection, the supplier shall be obliged to indemnify us against these claims upon first written request. We shall not be entitled to make any agreements with the third party without the approval of the supplier, in particular to conclude settlements.

Reference to the business relationship existing with us in information and promotional material shall be permitted only with our express written approval.

The place of performance for deliveries and any payments to us shall be our current registered office, unless otherwise agreed in individual cases.

The contract shall be governed exclusively by German law. The provisions of the Vienna UN Convention on Contracts for the International Sale of Goods shall not apply.

For all disputes arising directly or indirectly from the contractual relationship, the exclusive place of jurisdiction shall be Freiburg. This shall also apply to actions on bills of exchange and cheques. However, we shall also be entitled to sue the supplier at its or our general place of jurisdiction.

Should individual provisions of these GTCP be wholly or partially invalid, this shall not affect the validity of the remaining regulations. The parties undertake to replace an invalid regulation with such a regulation that comes closest to the economic purpose of the invalid regulation and is valid. This shall not apply in the case of invalidity due to a violation of Section 2 of Book 2 of the BGB with the heading "Drafting of contractual obligations through General Terms and Conditions". In this case, the statutory regulation shall apply, insofar as no supplementary contract interpretation is required for the purpose of gap-filling.

Mo - Fr        8.00 am - 4.00 pm

For all deliveries and pickups at Dr, Falk Pharma GmbH, Dischinger, or Losan Pharma GmbH, a time slot must be booked via the CargoClix portal.

Important: If no slot is booked, this may result in waiting times. Any costs incurred will not be covered by Dr. Falk Pharma GmbH or Losan Pharma GmbH.
Please take this into account and ensure that your carriers and freight forwarders are informed accordingly.
If you need the CargoClix user guide again, please feel free to contact us at: versand@drfalkpharma.de.

Customs Clearance Instructions
All deliveries (delivery addresses) to Switzerland (unless otherwise agreed) must be cleared through customs via our customs broker—DSV Switzerland—and the fiscal representative listed below:
DSV Logistics SA
GZA Basel/Weil

The following documents must be attached:
Import / commercial invoice
Packing list (if available)
Proofs of origin (if no preferential declaration is included on the invoice)
EU export or transit document (EX1, T2, or T1)
Customs clearance instructions from the customer, if available

Fiscal Representation of Dr. Falk Pharma GmbH:
Dr. Falk Pharma GmbH, Pharmaprodukte
c/o Corden Pharma Fribourg SA
Route de Moncor 10
1752 Villars-sur-Glane
CHE-113.965.321

For all deliveries from third countries, please use the following customs agent:
Ceva Logistics GmbH
Freiburger Str. 11
79189 Bad Krozingen
Germany

In case of questions please feel free to contact us at: versand@drfalkpharma.de.