For the purposes of this document, the “Supplier” will be understood as the company to which an order is placed or from which a service is requested, and the “Buyer” or “B. Braun” will be understood as any of the following B. Braun España group companies that makes the purchase: B. Braun Surgical, S.A.U., B. Braun Medical, S.A.U., B. Braun Logistics, S.L.U., B. Braun VetCare, S.A., B. Braun Medical International, S.L.U., B. Braun Avitum España, S.A.
2. SCOPE OF APPLICATION
These General Purchase Conditions (hereinafter, the “GPC”) are an integral part of the purchase order (hereinafter, the “Order”). The GPC shall apply to all purchases and services arranged by the Buyer and will be binding for the Supplier from the moment it accepts the Order. Acceptance of the Order implies a thorough understanding and full, unconditional acceptance of these GPC.
Acceptance of these GPC by the Supplier implies that it waives its own general terms and conditions of sale. In the event that the purchase or contracting of a service is formalized through a contract and there are discrepancies between the content of the contract and these GPC, the provisions of the contract will prevail.
Only Orders made in writing using the Buyer's forms will be valid. The Supplier will have a maximum of 3 working days from the reception of the Order to confirm it, and said confirmation must include the price and delivery date of the products to be supplied. If B. Braun does not receive the Order confirmation within the aforementioned period, the Order will be considered to be confirmed for all purposes, whereby the prices and payments arranged by B. Braun will be valid. Notwithstanding the above, B. Braun reserves the right to cancel the Order. B. Braun may cancel the Order if the Supplier modifies the terms and conditions of the Order. Any modifications to the Order made unilaterally by the Supplier, as well as any notes added to the invoices or other documents sent back and forth between the parties that contradict these GPC, will be null and void. The applicable Incoterm shall be indicated in each Order.
The Buyer may request that the Supplier amends the Order at any time. In the event that a change requested by the Buyer affects any of the Supplier's obligations (delivery times, prices, etc.), the Supplier must notify the Buyer in writing of any price variation in the Order within 7 calendar days from the date the Buyer requested the change. Said price variation must be accepted by the Buyer before any changes can be implemented by the Supplier. In the event both parties cannot reach an agreement on the new price, the initial price will prevail. The Supplier may not make any changes to the conditions of the Order without the prior written approval of the Buyer.
5. SHIPMENT, DELIVERY AND INSPECTION OF MATERIALS
Shipment. The Products, equipments and machinery shall be sent in appropriate packaging so that they arrive in the proper conditions to their destination. The Supplier will be responsible for any damages due to inadequate packaging.
Prior to shipping the Products, equipments and machinery, the Supplier must notify the Buyer in writing of the existence of any hazardous materials included in the Order, together with all necessary handling instructions to guide the couriers, the Buyer and its employees on how to take appropriate actions when handling, transporting, treating, using or removing the Products, containers and packaging. The Supplier is obliged to comply with all applicable legislation regarding dangerous goods and substances.
The Incoterms 2020 of the ICC will be applicable to all shipments. Each shipment of material shall come with the corresponding delivery note from the Supplier, indicating the content, price, Order number and number of packages.
Delivery. The delivery of products, equipments and machinery, as well as any service provision, must fulfil the date, place and conditions agreed in the Order. The delivery periods outlined in the Order are understood to be obligatory and constitute an essential condition of the operation. Delivery is understood to be the moment at which the Supplier physically delivers the products or materials to the Buyer at the place indicated in the Order and in the agreed quantities, or the moment at which it supplies, to the Buyer, the properly functioning equipment, machinery or installation specified in the Order accompanied by the user manuals and all the documentation that is necessary for the correct use or exploitation of the purchased goods or services.
With regard to packages or material that are difficult to handle due to their dimensions, weight or any other similar characteristics, the Supplier must guarantee that their delivery at the destination will be made at the exact place specified by the Buyer and it must employ the proper resources to that end. All costs arising from said operations will be included in the shipping and transportation charges, unless otherwise agreed.
All these operations must be carried out in strict compliance with the delivery periods. Any delay in delivery will entitle the Buyer to contract the necessary services to complete the delivery and pass on the cost to the Supplier.
No deferred deliveries or separate invoicing will be accepted, unless expressly agreed.
Each package must include the Order number and the destination, in addition to any other references expressly mentioned in the Order.
Inspection. The Buyer reserves the right to carry out, on its own accord or through authorized representatives, any inspections it deems appropriate during the construction process of the materials, installations, assemblies or service provision specified in the Order. Inspections may be carried out at the Supplier's premises, its subcontractors’ premises or at the place where the installations are assembled or the services provided.
This inspection does not exempt the Supplier from any of its guarantees or from its liability regarding the adequate and full execution of the Order. The Supplier is obliged to follow any recommendations submitted by the Buyer as a result of the inspection process.
Quality Control. Once the delivery has been made, the Buyer also reserves the right to have its Quality Control Department and its users test the materials during the period legally established for their verification. If the installation or material is rejected at the destination or, in the case of a service provision, replacements or upgrades are required by the Supplier once the service has been completed, all costs will be borne by the Supplier.
The prices indicated in the Order shall be binding and shall not be subject to revision, unless a material error from the Buyer is proven.
7. INVOICING AND PAYMENT CONDITIONS
All invoices shall fulfil the following requirements:
- The invoice shall be issued and sent by the Supplier.
- The invoice shall be sent as a PDF.
- The invoice shall only be sent by email.
- The invoice shall meet the requirements established by the applicable law.
- The invoice shall contain the Order number and the correct identification of the material, installation or service, unless otherwise indicated by the Buyer.
- The address for sending the invoice is: firstname.lastname@example.org
- The invoice date shall be the date of delivery of the material or the date of delivery and receipt of the installation or service provided.
- The invoice shall match the Order in form and substance. If not, the invoice will be returned to the Supplier for correction.
Invoices shall only be issued for materials, products, equipments or machinery received in accordance with the terms and conditions of delivery described above.
The payment of all the Orders shall be made by bank transfer or confirming as indicated in the Order and within the period established therein. In the event that the Buyer pays for the Order on account, before its delivery and prior to making said payment, it shall demand a bank guarantee from the Supplier in the form established in the Order and in accordance with the text submitted by the Buyer.
Should the Buyer demand or receipt any of the penalties set forth in these GPC, this circumstance will not prevent the Buyer from (a) claiming damages for the breach which brought about the penalty; (b) cancelling the Order or terminating the Contract in accordance with that established in clause 16.
The Supplier must guarantee that it is the owner of the goods and services it undertakes to supply in fulfilling the Order and that said goods and services are fully available to it and that they are not subject to any charges or levies.
The Supplier also guarantees the quality of said goods and services and compliance with the technical conditions and others specified in the Order with respect to their operation and performance, as well as the absence of defects of any kind in the materials used and in their design, manufacture and development.
Unless otherwise agreed or due to an extension by legal provision, the duration of the guarantee is 2 years from the receipt of the Order or the commissioning of the installation. During this period and at the request of the Buyer, the Supplier is obliged to replace and/or repair, at its own expense, the defective materials or installations at the site where they are located. Once the indicated repairs and/or replacements have been completed to the satisfaction of the Buyer, a new guarantee period of the same duration as the initial one will begin for the replaced and/or repaired goods.
For the purposes of the guarantee provided for in this section, the Supplier shall issue the corresponding documentation.
In the event that the Supplier does not fulfil its obligation to correct or replace defective materials, goods or equipments, the Buyer will be entitled to correct or replace said materials, goods or equipment itself or through a third party and pass on the cost to the Supplier.
The Supplier shall indemnify the Buyer and hold it harmless against any direct or indirect, real, actually incurred and justified costs and damages to the extent that they are caused by an act or omission on the part of the Supplier in relation to the materials, goods, or machinery supplied under the Order, either due to a defect or due to their failure to conform to the use indicated by the Supplier.
The Supplier must have taken out, or must otherwise take out, a civil liability insurance policy with a minimum sum insured of 600,000 euros, unless otherwise agreed between the parties, which will remain in force while the Supplier has inherent obligations in the Order and which covers any damages to persons and property that may occur during the execution of the Order. The Buyer may ask the Supplier to provide proof of said policy, as well as proof of payment thereof, at any time.
The Supplier is strictly obliged to meet the delivery periods specified in the Order.
Non-compliance with the delivery periods entitles the Buyer, at any time, to:
a) Resolve the contract, cancel the Order and reject the materials or services specified therein.
b) Contract, at the Supplier's expense, another third party to provide the service and/or supply of goods specified in the Order under the terms agreed therein.
Irrespective of the exercise of these options, the Buyer reserves the right to take the appropriate actions to repair any damages caused by the Supplier’s failure to comply.
Finally, failure by the Supplier to meet the delivery times automatically obliges it to pay a penalty of 1% of the gross value of the Order for each week or period of delay.
12. LABOUR, TAX AND SOCIAL OBLIGATIONS
The Supplier must comply with all legal, tax, labour and Social Security obligations. Furthermore, all personnel assigned to the contracted activity who are incorporated into its workforce must be duly hired personnel that are registered with Social Security; all corresponding salary payments, severances and allowances must be up to date; all Social Security obligations must be up to date; and, lastly, any type of economic compensation derived from the existing labour relationship between the Supplier and its personnel must be satisfied.
In the event that the Buyer so requires, the Supplier shall certify, on a monthly basis, that it has fulfilled all labour and Social Security obligations with respect to the personnel designated for the execution of the contracted service. Additionally, the latter expressly declares that, on the date of acceptance of the Order, it is up to date with its labour and Social Security obligations.
If the Supplier has to hire subcontractors to carry out a specific task, this circumstance must be previously authorized by the Buyer and will always be under the liability of the Supplier, whereby the Supplier assumes all the risk of said operations.
13. OCCUPATIONAL HAZARD PREVENTION
When carrying out the services specified in the Order, the Supplier must comply with all prevention measures put in place for occupational health and safety hazards as required by the legal provisions in force; if they are not legally required, the Supplier must exercise caution in order to avoid accidents, damages to third parties or violations that are punishable by criminal or administrative penalties, for which the Supplier will be held directly responsible.
Consequently, with regard to the contracted activity, the Supplier will assume all responsibility deriving from non-compliance with the regulations in force regarding the prevention of occupational hazards under the terms established by the Labour Risks Prevention Law and other applicable legislation.
When requested by the Buyer, the Supplier must provide the former with the documentation certifying compliance with the obligations in matters relating to occupational hazard prevention. The Supplier must upload said documentation to the SGRED platform.
In the event that the Supplier does not comply with the obligations established in this section, said non-compliance will be sufficient and justified cause for the cancellation of the Order and/or early resolution of the Order. Furthermore, the Supplier will be fully responsible, without any limit whatsoever, for any damages caused to the Buyer as a result of non-compliance with any labour or Social Security obligations or occupational hazard prevention obligations.
14. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS
The Supplier guarantees that the manufacture and sale of goods, equipment or machinery by it will not conflict with or infringe the patent rights or other proprietary rights of any other person or entity.
The Supplier undertakes to defend, indemnify and hold harmless the Buyer, its successors and its customers against possible claims of infringement of any intellectual and industrial property rights, as well as any damages or expenses arising therefrom, including attorneys' and solicitors' fees and court costs, which they may incur as a result of claims and/or lawsuits for infringement of patents or any industrial or intellectual property rights to the extent that such infringement is caused by the Supplier's negligence or fault.
15. FORCE MAJEURE
The Supplier will not be responsible for any non-compliance in the Order due to force majeure.
Whenever a circumstance of force majeure occurs, the obligations of the Supplier will be suspended until the cause of the non-compliance ends. Furthermore, the deadlines set for the execution of the Supplier's obligations will be extended for a period of time equivalent to the duration of the incident.
In the event that said incident lasts longer than one month or cannot be remedied, the Buyer will be entitled to terminate the Order or contract in advance.
Using the powers conferred by this clause, the Buyer may cancel the Order, in whole or in part, without incurring any expense, in any of the following cases:
a) Failure to comply with any of the clauses of the Order on the part of the Supplier.
b) Whenever the legal personality of the Supplier is terminated or it enters into insolvency proceedings or has its assets seized.
c) Whenever, in the opinion of the Buyer, delays in the different phases of fulfilling the Order, such as the design process, collection of materials, manufacturing or assembly process, etc. may compromise the agreed delivery times.
In the event the Order is cancelled, all materials, drawings, documentation, etc. for which the Buyer has paid the Supplier will become the property of the Buyer and must be delivered to it immediately.
Upon receipt of this notification, the Supplier will stop all work in connection with the Order and will use all means available to it to cancel pending Orders and sub-contracts, where applicable, under terms that are satisfactory to the Buyer. Furthermore, it will henceforth be limited to carrying out the work necessary to preserve and protect the work in progress and everything related thereto. The Buyer will pay for the amount of the supply or service carried out correctly up to that date, taking into account any applicable deductions. The Supplier will not have the right to any other compensation.
The buyer may also choose to have the products, equipments and machinery returned, whereby it will make the corresponding payment to the Supplier.
The Supplier recognizes that it will receive confidential information from the Buyer. The Supplier commits to respecting the confidentiality of said information and undertakes not to disclose it to third parties or use it for purposes other than those related to the Order.
Upon completion or cancellation of the Order, the Supplier must immediately hand over, to the Buyer, all documents and other media, including copies, containing confidential information of the Buyer.
The obligations set forth in this clause will be of an indefinite nature. Said obligations will not apply in the following cases: a) when, after being disclosed by the Buyer, it becomes public knowledge; b) when it is already public knowledge at the time of disclosure to the Supplier; c) when the information is generated by the Supplier without having used information from the Buyer.
The Supplier may refer to the Order in publications or media only with the prior written consent of the Buyer.
18. DATA PROTECTION
The Supplier and the Buyer commit to complying with the provisions of data protection regulations for the processing of the personal data of which they are the data controllers. In this sense, the data will be processed in a lawful, fair and transparent manner in relation to the data subject and will be adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed.
Likewise, the personal data included in any Order and/or contract signed by the two parties, including those referring to the legal representatives of the Supplier and the Buyer or those arising from its execution, will be added to their respective files and processed for the exclusive purpose of carrying out the management, development, compliance and control of the Order and/or contractual relationship, which, in turn, is the legal basis that legitimizes the personal data processing.
The Supplier and the Buyer will process and store the data while the contractual relationship is still in force; once it has ended, the data will be duly blocked and stored for the sole purpose of meeting any possible legal obligations that may arise from the relationship between the two parties.
No communication of personal data, other than the instances required by the regulations in force, is foreseen.
The Supplier and the Buyer agree that each one may exercise, among other rights, its rights of access, rectification, opposition, erasure, restriction and portability by contacting the registered office indicated in the Order. Furthermore, each party may revoke its consent at any time without retroactively affecting the personal data processing carried out up to that moment.
The Supplier and the Buyer may file a claim or request further information on any of the above rights if they do not obtain a satisfactory answer from the other party by writing to the competent Supervisory Authority (www.aepd.es).
19. SECURITY DECLARATION FOR AUTHORISED ECONOMIC OPERATORS (AEO)
The Supplier guarantees that:
- Goods which are produced, stored, forwarded or carried by order of Authorized Economic Operators (AEO), which are delivered to an AEO or which must be taken for delivery from an AEO:
(a) are produced, stored, prepared and loaded in secure business premises and secure loading and shipping areas.
(b) are protected against unauthorized interference during production, storage, preparation, loading and transport.
- Qualified personnel are used for the production, storage, preparation, loading and transport of the goods.
- Business partners acting on behalf of the Supplier are notified that they must also guarantee the security of the supply chain as mentioned above.
20. CORPORATE SOCIAL RESPONSIBILITY
The Supplier guarantees the Buyer that its company complies with the international standards in force on the fundamental principles and rights in the workplace, especially with regard to the eradication of child exploitation and forced labour, and that it does not use the services of companies that have engaged in or may engage in these practices.
21. RELATIONSHIP BETWEEN THE PARTIES
The Supplier and the Buyer are independent contractors.
Neither party may create or assume obligations on behalf of the other.
The Supplier states that its owners, directors, employees, subcontractors and agents will act in full compliance with anti-corruption laws and regulations applicable in Spain and the rest of the world (FCPA, German Criminal Code, etc.) and with industry and professional codes of practice. Without limiting the general character of the above, the Supplier states that itself and its owners, directors, employees, subcontractors and agents will not directly or indirectly carry out any of the following actions in connection with the Buyer's business: (i) offer, promise, pay or arrange the payment or delivery of a bribe or any benefit, perk or item of value to any public official, individual, entity or third party in exchange for any form of undue advantage, either directly or indirectly, to fulfil, procure or retain (a) regulatory requirements, (b) any type of business, including any commercial transaction to which the Buyer is party or which is related to the Order, or (c) any other undue advantage of the perk; (ii) transfer anything of value to a public official without the prior approval of the Buyer's contact person, whether or not such a transfer could be considered a bribe; (iii) transfer anything of value to subcontractors, agents or third parties for the purpose of offering, promising, paying, receiving, soliciting or arranging payment of, or reimbursing someone for, the payment of a bribe or a transaction of any item of value to a public official; (iv) solicit, accept a promise of or receive any payment, benefit or perk from any individual or entity for it/him/herself or for a third party in exchange for granting unfair preferences to another person or entity in the purchase of goods or commercial or other services in connection with this contract.
The term Public Official means any official or employee of a local or foreign government or any of its departments, agencies, political parties or institutions (including officials and employees of government-controlled entities) or a public international organization; any person acting in an official capacity, on behalf of said government, department, agency, institution or instrument, or on behalf of said public international organization; health professionals working in health institutions in which the central, regional or local government has an interest or control or who are paid in whole or in part by the government. The Supplier must report any suspected past, current or potential violations of this section to the Buyer's contact person. If the Supplier is in doubt as to whether a particular act violates its obligations under this clause, the Supplier must contact the Buyer's contact person and delay the decision before taking action. The Supplier will ensure that its directors, officials, employees, subcontractors and agents receive appropriate anti-corruption training. The Supplier agrees that the Buyer will have the right, at any time and upon reasonable notice, to audit the Supplier's records to ensure its compliance with the GPC and/or the Order and all applicable laws and regulations, while guaranteeing confidentiality. Furthermore, at the request of the Buyer, the Supplier agrees to certify compliance with the above in the manner specified by the Buyer. Any violation of this clause constitutes material non-compliance with these GPC. In addition to any other penalty provided for by law and/or these conditions, the Buyer may terminate the Order for cause and with immediate effect if the Supplier fails to comply with its obligations under this section. The Supplier shall indemnify the Buyer and hold it harmless against any loss or damage resulting from a breach of this clause or applicable laws and regulations on the part of the Supplier, its directors, officials, employees, subcontractors and agents.
If any clause of these GPC or any clause set out in the Order is invalid or unenforceable under any law, regulation or other legal principle, said clause will be deemed to be modified or cancelled, while the remaining clauses of the Order will remain in force.
24. CODE OF CONDUCT
The Supplier declares that it is familiar with the content of the B. Braun Code of Conduct, which can be found on the B. Braun website:
25. ASSIGNMENT AND SUBCONTRACTING
The Supplier may not assign or transfer the Order, nor any of its inherent rights or obligations, without the prior written authorization of the Buyer.
26. APPLICABLE LEGISLATION AND JURISDICTION
The Order will be governed by the applicable Spanish law. For any issues or discrepancies that may arise concerning the Order, both parties submit to the Courts and Tribunals of the city of Barcelona, expressly waiving any other jurisdiction that may correspond to them.
Updated on June 2020