General Terms and Conditions of Sale and Delivery for the Bachem Group of Companies in the USA and in Europe
- Scope and conflicting terms
1 The following sales and delivery terms and conditions apply to all the sales activities of the Bachem Group of companies in the USA and Europe (“Bachem” hereinafter meaning any of the following: Bachem Americas, Inc., Bachem (UK) Ltd., Bachem Distribution Services GmbH and Bachem AG) as sellers and its customers (buyers).
1.2 In the event of a conflict between the following terms and conditions and different terms agreed to by Bachem and buyer in a signed written contract, the terms and conditions of the signed written contract shall prevail.
1.3 Bachem reserves the right to provide for the delivery of certain products via a different Bachem company than the one with which the order has been placed.
1.4 With the placement of an order or signing of a written contract with buyer, the buyer accepts the following terms and conditions. Any purchasing terms and conditions of the buyer do not apply, even if Bachem did not explicitly object. If no specific contract signed by the parties deviates from these terms, only the Bachem terms and conditions of sale are applicable.
1 Unless explicitly stated otherwise, all prices are quoted in US Dollars (USD) for orders placed with any Bachem company having its place of business in the US, in Euro (EUR) for orders placed with any Bachem company having its place of business in Great Britain and Germany, and in Swiss francs (CHF) for orders placed with any Bachem company having its place of business in Switzerland. Prices do not include value-added tax and/or sales tax which may be invoiced separately as required. As a rule, all prices include the inner and outer packaging.
2.2 If for any reason the prices in Bachem’s printed catalog vary from the prices published on the Bachem website (www.bachem.com), then the prices on the Bachem website shall prevail.
2.3 Bachem reserves the right to add a surcharge for smaller orders and/or for any special shipment conditions (e.g. blue ice or dry ice).
2.4 Shipping and handling charges apply to all shipments (see also 8.3).
2.5 All product prices are subject to change without notice prior to confirmation of an order, but no product will be shipped at increased prices without prior notification.
2.6 Bachem reserves the right to charge a fee on returned goods for re-assaying and restocking.
2.7 Bachem reserves the right not to fulfill orders in the unlikely event the product can no longer be made or the customer is in arrears with any payment.
- Placing of Orders
1 Orders may be placed by telephone, fax, email, letter or online through Bachem’s website.
3.2 Offers and orders placed verbally or by electronic transmission shall only become legally binding if they have been confirmed via a sales order number from Bachem.
3.3 Orders received by Bachem are firm and binding for the buyer and do not release the parties concerned from their obligation(s) to deliver or to accept delivery, nor release them from their financial obligations to Bachem.
- Delivery and Acceptance
1 Delivery terms may vary from country to country. For details check with your nearest Bachem sales office.
4.2 Agreed delivery deadlines refer to the shipment date of the goods. If the delivery deadline is exceeded, the buyer shall specify an appropriate period for acceptable late delivery of the shipment.
4.3 Bachem’s liability in respect of non-fulfillment or delay of delivery shall be confined to the invoice value of the goods.
4.4 Bachem’s obligation to deliver shall be suspended so long as the buyer is in arrears with respect to commitments or payment obligations.
4.5 Force majeure of any kind, unforeseeable operational disruptions, shortfalls or failures in delivery on the part of our suppliers, shortages of raw materials, power supplies and/or manpower, strikes, lockouts, problems in procuring means of transport, obstructions to traffic, war, political unrest, acts of terrorism, natural disasters and order of higher authorities exempt the party concerned from the obligation to deliver or to accept delivery for the duration of the disruption and for any consequential damages arising therefrom, but shall not exempt such party from any financial obligations arising from any goods or services already supplied.
1 Bachem guarantees the purity, identity and content of the delivered products according to the results listed on the “Analytical Data Sheet” (ADS) of the lot in question. However, it remains the sole responsibility of the buyer to determine the suitability of all materials for any intended or specific purpose of use prior to use. Bachem makes no warranties as to use for an intended or specific purpose, unless previously expressly agreed in writing.
5.2 The buyer shall inspect visually and test the goods immediately upon receipt to determine whether the condition and quantity of the goods conforms to the applicable contractual agreement. Complaints in respect of deficiencies which are detected at the time of testing of the product must be lodged within 8 days of receipt of the goods. The complaint shall be submitted in writing with proof of non-compliance, naming specifically the product, the lot number and the invoice number.
5.3 If the buyer lodges a complaint of deficiency or of inconsistency in good time, and if the complaint is justified, the buyer shall receive a replacement delivery. If the replacement delivery is also non-conforming to the prior contractual agreement, then the buyer has the right to demand the revocation of the contract.
5.4 Products which are the subject of complaint may be sent back only with Bachem’s agreement and shipping arrangements for the return must be agreed upon by Bachem in advance.
5.5 Bachem’s liability is limited in each case to the value of the supplied goods.
- Use and Liability
1 Bachem expressly draws attention to the fact that its products are intended for laboratory and research purposes only. Bachem therefore supplies such products only for the purposes of public research, experimental and teaching institutes, technical facilities and pertinent industrial units. Any exceptions (e.g. drug substances complying with GMP) are appropriately labeled.
6.2 Bachem expressly forbids the distribution of dangerous substances to private persons. Bachem also draws attention to the fact that the absence of a hazard warning sign does not indicate that the product concerned is harmless. Bachem shall therefore not accept any liability for damage that could arise from the inappropriate handling or from any use in household applications or in humans and animals. Bachem shall likewise not accept any liability for damage (to any property or person) that arises from any inappropriate handling or storage of the products.
6.3 It is the sole responsibility of the buyer to comply with national or international laws and regulations, includin but not limited to pharmaceutical, environmental, and safety related laws and regulations, to the extent that these are applicable to shipment, delivery, storage, trading, further processing or intended use.
6.4 All information contained in catalogs, brochures, publications and other printed or electronic media is compiled to the best of Bachem’s knowledge. Bachem hereby disclaims any liability for any possible errors or misprints.
- Proprietary Rights / Property
1 The products shall be supplied in each case under reservation of title.
7.2 Until full payment of the purchase price, including all secondary claims, the supplied goods remain the property of Bachem. In the event of the supplied goods being used to create a new product, the proprietary rights remain with the vendor.
7.3 If the buyer fails to meet his financial obligations in spite of late notices, Bachem reserves the right to withhold any further deliveries to the buyer and require the return of the unpaid goods at the buyer’s expense, unused and in the original packaging.
- Terms of Payment
1 The terms of payment depend specifically on the country of delivery. Unless otherwise indicated by Bachem, Bachem’s invoices are payable within 30 days from the invoice date without deduction. Overdue accounts are subject to a 1.25% monthly service charge (15% annual, or the highest possible rate, according to applicable law).
8.2 Discount deductions on invoices are not allowed. Reductions in Bachem’s invoices may not be made without a credit invoice or note and if made without a credit invoice or note, shall be considered a late or short payment.
8.3 In the case of a new business relationship or for other reasons, Bachem reserves the right to change the terms of payment to payment in full or in part in advance of shipment. Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between seller and buyer shall be paid by buyer in addition to the prices quoted or invoiced.
- Patent Claims, Protection Rights, Consultancy
1 With any purchase, the buyer acquires the product but no other rights associated with the product. In particular, Bachem remains in possession of all intellectual property rights related to the manufacturing and composition of the product.
9.2 The use of trademarks in offers does not provide for the use of such trademarks. Permission for such use must always be obtained from Bachem by the buyer in advance and in writing.
9.3 Bachem does not offer any guarantee that the use or resale of products which are delivered under the terms of these Conditions of Sale and Delivery will not violate the protection or patent rights of third parties in accordance with the national provisions of the buyer or the provisions of other countries with respect to the delivered product or its use alone or in combination with other products or in any implementation of procedures.
9.4 Bachem agrees to offer its customers technical support to the best of its knowledge. All proposals by the vendor for the use, application or suitability of the products shall not be interpreted as an explicit guarantee of success.
9.5 Certain uses of a product, which otherwise is in the public domain, may still be protected by patents. Bachem provides such products solely to the respective patent holders or for uses that are not patented or not patented any more. The buyer agrees to engage only in uses of the product that are in the public domain, and to comply with all applicable intellectual property laws and/or regulations.
9.6 Active pharmaceutical ingredients (APIs) that are sold for the development of patent protected drugs are offered only to the patent holders or solely for uses within the scope of any statute or law providing for an immunity, exemption, or exception to patent infringement (exempted uses), including 35 U.S.C. § 271(e)(1) in the US, and corresponding exceptions to patent infringement in other countries. The buyer of such API agrees to engage only in exempted uses, and to comply with all applicable intellectual property laws and/or regulations.
9.7 The buyer agrees to indemnify and hold harmless Bachem against all claims, losses or damages in connection with the sale, delivery and use of the products and related possible infringements of intellectual property rights.
- Data Protection
1 Data arising within the context of the contractual relations are kept on file.
10.2 The data shall be handled in conformity with the provisions of the local protection acts.
- Applicable Laws, Domicile, and Venue
1 For companies within the Bachem Group which have their place of business in the US, California law shall be applicable and the venue for any legal dispute shall be Torrance, California. For companies within the Bachem Group which have their place of business in the UK, British law shall be applicable and the competent court shall be St. Helens, Merseyside, England. For companies within the Bachem Group which have their place of business in Germany, German law shall be applicable and the venue for any legal dispute shall be Lörrach, Germany. For companies within the Bachem Group which have their place of business in Switzerland, Swiss law shall be applicable and the venue for any legal disputes shall be Liestal, Switzerland.
11.2 If a provision in these conditions of sale or a provision in the context of other agreements are or become legally unenforceable, only that provision shall become null and void and all remaining provisions shall remain enforceable and in
Valid as of March 01, 2018
General Conditions of Purchase
These General Conditions of Purchase apply to all purchase contracts or orders between Bachem and suppliers of Bachem, unless otherwise expressly agreed to in writing.
The Supplier’s general terms of delivery, whether differing from or complementing these General Conditions of Purchase, shall only apply as far as this is expressly accepted in writing by Bachem. Any implied inclusion of conflicting or deviating general terms and conditions is expressly excluded. Unconditional acceptance of order confirmations or deliveries and services or payment thereof does not indicate an acceptance of the general terms and conditions of the Supplier.
Orders are only binding when they are placed in writing, by fax, post or email on a Bachem form and with an order number from the Bachem purchasing department provided.
Every order shall be confirmed by the Supplier within three (3) working days with all essential order information, in particular the order number, the exact name of the ordered goods and services, the quantity, the delivery date and prices in writing, by fax, post or email. A failure to confirm by the Supplier is considered acceptance of the order to the specified conditions. With the order confirmation or delivery of the ordered goods, the Supplier accepts these General Conditions of Purchase.
- Changes of the scope of the order
Any changes to the agreed scope of delivery, product or product specifications are accepted only with the prior written consent of Bachem.
Bachem has the right to request modifications to the subject matter and scope of the order during the execution of the order to the same terms and conditions as the original order. Should the Supplier incur any additional costs / savings or schedule changes, the Supplier shall notify Bachem of this in writing within five (5) working days’ of Bachem’s change request.
- Delivery and delay
The delivery is due on the agreed date of delivery at the place of delivery. Delivery dates and delivery periods are binding and shall be adhered to by the Supplier. In the absence of such instructions, delivery is due within fourteen (14) days of the order date. If it becomes apparent that the Supplier is unable to meet agreed deadlines, the Supplier shall inform the Bachem purchasing department immediately (but in any case within two (2) working days) thereof in writing.
Failure to comply with the agreed delivery dates entitles Bachem to withdraw from the contract or order. Bachem reserves the right to claim for compensation.
Quantities stipulated in the order shall be observed. Partial deliveries are only allowed upon prior agreement in writing and shall be clearly stated as such on the shipping documents. For weights, dimensions and quantities, subject to further verification, the values measured by the incoming goods inspection department at Bachem are decisive. Bachem reserves the right to make excess deliveries available to the Supplier against compensation of Bachem’s expenditure in terms of time and effort.
Bachem reserves the right to carry out a quality review upon receipt of goods.
The delivery is not considered as having been completed until such time as all documents and certificates that belong to the product or are mentioned in the order have been delivered.
- Force majeure
Force majeure, malfunctions for which Bachem is not responsible, labour disputes, measures induced by the public authorities, riots or other unavoidable events entitle Bachem – without prejudice to other rights – to wholly or partly withdraw from the contract or order, insofar as they are not of insignificant length and result in a significant reduction in the demand of Bachem. These events exempt Bachem from the obligation of timely acceptance for the duration of their occurrence.
- Packaging, transport, shipping regulations
The Supplier shall properly pack and ship its deliveries, and shall hereby observe all relevant packaging and shipping regulations. The Supplier shall be liable for all damages arising from the improper or inadequate packaging or dispatch. Dangerous goods shall be classified and packaged according to the provisions and applicable conventions, laws, regulations and guidelines. Relevant safety data sheets shall be provided with the respective delivery. The classification of dangerous goods or, if applicable, the note “non-hazardous materials” must be indicated on the delivery note.
A separate invoice shall be provided for each delivery which shall not be enclosed in the shipment. Invoices shall be directed to the printed address, Finance Department or can be sent electronically.
Partial invoices are only possible if corresponding partial deliveries have been agreed to in writing in advance of the invoice date.
The following details shall be included in the invoice, so that it can be processed by Bachem:
• Individual invoice number for the Supplier and the date
• Valid Bachem order number
• VAT number
• Bank details/payment address
• Transport and packaging costs shall each be listed separately.
If, in an individual case, Bachem agrees to make any prepayments, the Supplier is required to submit a bank guarantee, guaranteeing Bachem Supplier’s service commitment and the respective payment amounts made by Bachem. The bank guarantee must be based on the underlying contract waiving any and all defences and objections.
- Price and payment terms
The price indicated in the order shall be binding. The price must include all services and related services of the Supplier, as well as all related costs (e. g. costs for packaging, transport, liability and transport insurance).
Terms of payment are sixty (60) days net after receipt of the invoice.
Unless otherwise agreed to in writing, the payment period begins as soon as the delivery has been made in full (in accordance with Article 4 of this General Conditions of Purchase), the incoming goods control has been completed and the correctly set out invoice has been received by Bachem.
Bachem reserves the right to withhold the payment if defects in the respective delivery are identified. Payments do not signify any acceptance of the deliveries and services. In the event that payment is provided by Bachem, and a defect is determined within sixty (60) days after receipt of the order, Bachem reserves the right to seek a refund for the amount(s) paid, which will not be unreasonably withheld.
Invoices that do not meet the requirements of Bachem will be returned unprocessed and unpaid to the Supplier, without Bachem being in default of payment or having to pay for costs arising from the delay.
The Supplier undertakes to keep secret any and all commercial and technical information as well as documentation that are not generally known to the public, of which they become aware through the business relationship, not to disclose these to third parties, and to use them exclusively for the provision of the supplies ordered
The Supplier undertakes warranty for the absolute contractual and flawless delivery, the use of suitable raw materials and goods in good condition, which are suitable for the intended purpose. The Supplier is obliged to ensure that the delivery items correspond to the agreed specifications stipulated by Bachem in the purchase order for manufactured goods and any applicable quality agreements as well as the relevant laws, standards, regulations and other provisions.
As it is not possible in some cases to check the agreed quality of the goods supplied directly after delivery, the Supplier agrees, by accepting the order, to accept notices of complaint that do not adhere to the complaint period.
The Supplier shall ensure that consistent quality is supplied for recurring orders. Quality-relevant changes are permitted only with the prior written consent of Bachem.
The warranty period is twenty four (24) months from delivery; for replaced or repaired goods the warranty period renews in full upon their delivery. The warranty includes actual or legal defects in the goods as well as the absence of warranted or supposed characteristics.
If, during the warranty period, Bachem finds that the delivery or parts thereof contain defects, it will communicate this to the Supplier. The Supplier undertakes to repair the defective goods or parts at its discretion or to replace them. If, within a reasonable time, the Supplier fails to restore the condition to contractual conformity, Bachem is entitled at its own discretion to either demand (i) a price reduction, or (ii) to repair defective goods itself, or (iii) have them repaired by a third party at the expense and risk of the Supplier, or (iv) to have them exchanged for the same product, or (v) receive a full refund for payments made.
The Supplier shall ensure the scope of appropriate quality assurance, which shall be substantiated on demand. It may be necessary to complete a quality agreement with the Supplier.
The Supplier shall be liable that goods supplied by the Supplier do not violate intellectual property rights and other legal regulations and that no claims can be made against Bachem as a result of the use of the goods and their sale to third parties. The Supplier shall indemnify Bachem for all losses arising out of the product liability in connection with the delivery. The Supplier agrees to support and/or represent Bachem in negotiations and litigation. Bachem is obliged to immediately inform the Supplier about such claims. Bachem reserves the right to assert claims against the Supplier notwithstanding any time limitations provided under relevant product liability legislation.
- Place of jurisdiction, applicable law
For companies within the Bachem Group which have their place of business in the US, California law shall be applicable and the venue for any legal dispute shall be the Federal District Courts located in Los Angeles, California. For companies within the Bachem Group which have their place of business in the UK, British law shall be applicable and the competent court shall be St. Helens, Merseyside, England. For companies within the Bachem Group which have their place of business in Germany, German law shall be applicable and the venue for any legal dispute shall be Lörrach, Germany. For companies within the Bachem Group which have their place of business in Switzerland, Swiss law shall be applicable and the venue for any legal disputes shall be Liestal, Switzerland.
- Code of Conduct
Supplier represents and warrants that its performance under any order or any other agreement with Bachem will be consistent with the latest version of Bachem’s Supplier Code of Conduct, which may be found on https://www.bachem.com/service-support/general-conditions/
- Severability clause
If a provision in these General Conditions of Purchase or a provision in the context of other agreements are or become legally unenforceable, only that provision shall become null and void and all remaining provisions shall remain.
Valid as of August 01, 2019
Supplier Code of Conduct for the Bachem Group of Companies in the USA and in Europe
CODE OF CONDUCT FOR BACHEM SUPPLIERS
A. SCOPE OF APPLICATION
The following standards apply to individuals / organizations who provide directly and indirectly to Bachem AG and its affiliated companies (in the following named “Bachem”) materials and services, including, but not limited to, contractors, consultants, suppliers and other intermediaries, all of whom are herein referred to as “Suppliers”.
B. GENERAL CONDUCT
Bachem’s relationship with Suppliers requires clearly defined pre-conditions, exchange of information and sharing of mutual benefits.
Bachem specializes in the manufacture of high-quality biochemicals and pharmaceutical drug products. We follow sound economic and ecological principles, comply with relevant international regulations, and are committed to building a reliable partnership with both customers and employees.
Bachem’s employees and Suppliers are accountable for doing business according to Bachem’s global business practice standards, summarized in the Bachem Code of Conduct. Integrity defines the basic structure of everything we do. If we become aware of any actions or conditions not in compliance with the Code of Conduct, we reserve the right to demand corrective actions. Moreover, we also reserve the right to terminate an agreement with any Supplier who does not comply with the Code of Conduct.
- Legal compliance
Suppliers shall comply with all applicable local and international laws and regulations.
- Anti-bribery and anti-corruption
Suppliers shall not tolerate any form of corruption or bribery and shall enforce this principle strictly and without exceptions. Also Suppliers shall not offer or grant any unwarranted or inappropriate services or rewards in exchange for business. While Bachem observes local business customs and market practices, we do not participate in any corrupt practices. We expect our Suppliers to act in a similar manner.
At Bachem, we take the matter of confidentiality very serious. Confidential information includes facts, data and knowledge that have not been disclosed to the public. The nature of Bachem’s business requires absolute client confidentiality and very careful handling of confidential information. We expect our Suppliers to safeguard and make only appropriate use of confidential information to ensure that all employees’ and business partners’ privacy, trade secrets and valid intellectual property rights are protected. Suppliers shall keep all confidential information that is shared by Bachem to fulfil orders confidential. Such Information is not to be used for any other than the agreed purpose and shall not be disclosed to third parties without prior written agreement by Bachem.
- Health and Safety of employees
We expect from our Suppliers to care for the health and safety of their employees. Suppliers shall provide a save working environment and take care of the necessary guidance, training and supervision of the Activities shall not be conducted at the expense of safety. Hazards shall be controlled and the best reasonably possible precautionary measures against accidents and occupational diseases shall be taken. Bachem AG, Hauptstrasse 144, 4416 Bubendorf, Switzerland BACHEM
- Environmental protection
At Bachem, we expect our Suppliers to take environmental protection seriously. Suppliers shall minimize environmental pollution and make continuous improvements in environmental protection.
- Employment practices guidelines
Bachem is committed to treat all employees with dignity and respect. We believe in the value of workplace diversity and respect and comply with the principles expressed in the United Nations Declaration of Human Rights. Bachem requests the same from its Suppliers. Suppliers shall treat its employees with respect, regardless of race, sex, gender, nationality, age disability or religious beliefs. No infringements of the Human Rights principles shall be tolerated.
- Prohibition of child labor
Child labor is strictly prohibited. Suppliers will not produce or manufacture goods or services using any form of illegal child labor. We expect our Suppliers not to employ any workers under the age of 15.
- Minimum wage
At Bachem we expect that pay rated in each country in which our suppliers operate match or exceed the minimum standard set by its government or legislature. Suppliers shall comply with all applicable local laws and review wage and salary levels at regular intervals.