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SANQUIN’S GENERAL TERMS AND CONDITIONS OF PURCHASE Article 1: Definitions A. Supplier Sanquin’s counterparty. B. Parties Sanquin and the Supplier. C. Goods Goods and/or services delivered to Sanquin by the Supplier. D. Written For the purposes of these General Terms and Conditions, electronic data communications and facsimile transmissions are considered equivalent to written documents. In this context, ‘electronic data communications’ means message communication by email, the Internet and EDI. E. Quotation The Supplier's written offer to deliver a specified quantity of goods of defined quality at a specified price. F. Order The order for the delivery of goods or the acceptance of the Supplier’s quotation by Sanquin. The order constitutes an agreement, provided that it is concluded by a duly authorized representative of Sanquin. The agreement is entered into when the order is sent by Sanquin. G. Agreement The written arrangements between Sanquin and the Supplier relating to the delivery of specified goods. H. Delivery The placing of goods at the disposal or under the control of Sanquin, plus any assembly or installation of these goods, irrespective of the legal basis therefor. I. On-call Contract A framework agreement under which a specified quantity of goods is called on by Sanquin at predetermined prices and conditions as and when required. J. Agreement on Goods Sent on Approval or for Inspection An agreement between the Supplier and Sanquin under which the Supplier makes goods available at no cost for a period agreed upon in writing in order to enable Sanquin to review or test the goods. K. Agreement on Goods on Consignment An agreement between the Supplier and Sanquin under which the Supplier gives goods on consignment at no cost for a period agreed upon in writing and under which title and risk of damage or loss shall pass only when Sanquin starts using or consuming these goods. Article 2: Scope of Application 2.1 These General Terms and Conditions of Purchase apply to all requests, quotations and agreements under which Sanquin acts as buyer or acquirer of goods. 2.2 Stipulations varying from these conditions must be agreed in writing. 2.3 The Supplier’s general terms and conditions, howsoever styled, are not applicable, irrespective of the time at which these are invoked. 2.4 If there is any inconsistency, the agreement prevails over these General Terms and Conditions of Purchase. Article 3: Formation of an Agreement 3.1 Only Sanquin representatives duly authorized for that purpose may enter into agreements on behalf of Sanquin. 3.2 The Supplier will respond to Sanquin’s request for a quotation by submitting a quotation at no cost. Quotations are unconditional, unless otherwise stated in the quotation. 3.3 If the Supplier’s quotation results in an order, the agreement is formed when Sanquin sends the order to the Supplier. 3.4 If, notwithstanding the provision of Article 1(g), an oral agreement is entered into, the performance of the agreement is suspended until Sanquin sends a written order confirmation. The performance of the oral agreement is not suspended, however, if on entering into the oral agreement, Sanquin issues an order number to the Supplier. 3.5 In the case of on-call contracts, the agreement to effect delivery, partial or otherwise, is formed whenever Sanquin sends the order for a delivery, partial or otherwise, under the terms of the on-call contract. 3.6 If, during the performance of the agreement, use is made of auxiliary materials, such as drawings, models, specifications, instructions, inspection regulations and the like, which have been made available or approved by Sanquin, these are also part of the agreement. Article 4: Changes 4.1 Sanquin is entitled to change the quantity and/or quality of the goods to be delivered upon consultation with the Supplier. Changes must be agreed in writing or, if the changes have been agreed orally, confirmed in writing by Sanquin. 4.2 If, in the Supplier’s judgement, any change has consequences for the price and/or delivery date agreed on, the Supplier must, before carrying out the change, notify Sanquin thereof in writing as soon as possible, but in any case within eight days of the notification of the change required. If, in Sanquin’s judgement, these consequences for the price and/or the delivery date are unreasonable relative to the nature and extent of the change, Sanquin is entitled to rescind the agreement by a written notification to the Supplier, unless this is unreasonable in the light of the circumstances. Rescission on the ground of this paragraph does not give either party the right to claim compensation for any damage or loss. 4.3 The Supplier may change the quantity, composition and/or quality of the goods to be delivered and the relevant packaging only after Sanquin’s written consent. Article 5: Prices The agreed prices are fixed and cannot therefore be adjusted, unless the agreement specifies circumstances that may result in a price adjustment. The agreed prices are in euros, do not include VAT, and are based on the delivery condition ‘delivered duty paid’ (D.D.P.) at the agreed place of delivery and comprise all costs relating to the performance of the Supplier’s obligations arising under the agreement. Article 6: Delivery 6.1 The most recent version of the Incoterms issued by the International Chamber of Commerce as at the date of the conclusion of the agreement is applicable for the purposes of the interpretation of the delivery conditions. 6.2 Delivery is effected D.D.P. at the agreed place of delivery punctually at the agreed time or within the agreed period. If and as soon as the Supplier expects that it will exceed the agreed delivery time, it shall notify Sanquin thereof in writing in a timely fashion and present a proposal for the measures to be taken for bridging the gap. The above is without prejudice to the provisions of Article 19 of these Terms and Conditions. 6.3 The goods to be delivered must be accompanied by a packing list. The packing list must include Sanquin’s order number(s) as well as the item number(s), the quantities involved and the relevant specification(s). 6.4 If Sanquin requests the Supplier to postpone delivery, the Supplier shall store, protect and insure the properly packaged goods in a manner that clearly shows that they are meant for Sanquin. Any costs relating thereto may be charged on in consultation with Sanquin. 6.5 Delivery includes the delivery of all accompanying auxiliary materials as referred to in Article 9. 6.6 The approval, inspection and/or testing of goods in accordance with the provisions of Article 13 shall not constitute delivery or purchase. Article 7: Packaging and Dispatch 7.1 The goods must be properly packaged and marked in accordance with statutory regulations and decrees and any supplementary regulations issued by Sanquin to ensure that they reach the place of destination in a good condition. 7.2 All packaging (with the exception of reusable packaging) becomes the property of Sanquin upon delivery, unless Sanquin waives its right thereto. In the latter case, Article 7.3 is applicable in full. The Supplier shall specify in the packing list accompanying the goods whether the goods have been packaged in reusable packaging. Further, the reusable packaging must be clearly marked as such. If it concerns nondisposable reusable packaging, this must be registered and specified on the invoice. 7.3 Reusable packaging must be returned at the Supplier’s risk and expense to a destination to be specified by the Supplier within 14 days following a notification to the latter. Article 8: Title and Risk 8.1 Title to the goods will pass to Sanquin at the time of delivery unless otherwise agreed upon, with the exception of goods delivered on approval, for inspection or on consignment. The title and risk of the goods will pass to Sanquin after they have been delivered ready for use by the Supplier and approved by Sanquin in accordance with Article 11 of these terms and Conditions. 8.2 Sanquin is entitled to require that the title to the goods ordered and/or the materials and components provided for these goods will be passed at an earlier date. The Supplier shall in that case mark the goods and/or the materials and components provided for these goods as being the property of Sanquin and indemnify Sanquin against any loss, damage and rights exercised by third parties. 8.3 When materials, such as raw materials, auxiliary materials and software owned by Sanquin, have been processed in the Supplier’s goods that are then transferred to Sanquin, this process results in a new product that is owned by Sanquin. Article 9: Auxiliary Materials Used in Effecting Delivery 9.1 The materials, drawings, models, instructions, specifications and other auxiliary materials made available by Sanquin or bought or produced for the account of Sanquin become or remain the property of Sanquin. This equally applies to copyrights or other rights. 9.2 The Supplier undertakes to mark the auxiliary materials referred to in the preceding paragraph as being Sanquin’s property, maintain them in a good condition and insure them against all risks at its own expense as long as the Supplier operates as holder with respect to these auxiliary matters. 9.3 The Supplier shall return the auxiliary materials referred to in the first paragraph to Sanquin no later than the date on which the final delivery takes place. 9.4 Changes to or deviations from the auxiliary materials referred to in paragraph 1 of this article, as well as the use of these materials for or in connection with any purpose other than the delivery of the agreed goods to Sanquin are permitted only after Sanquin’s prior approval in writing; such approval does not affect the Supplier’s guarantee obligations. Article 10: Invoicing and Payments 10.1 The Supplier shall submit an invoice for each delivery or partial delivery. Sanquin’s order number must be clearly mentioned on the invoice. 10.2 Invoices must be paid within 30 days of the date of receipt thereof, subject to approval of the delivery and provided that all accompanying documentation in the Dutch or English language (inter alia relating to maintenance, operation, safety and sterilization, drawings, quality and guarantee certificates and safety information sheets) has been duly received. 10.3 Sanquin is entitled to suspend payment wholly or partly if Sanquin discovers any defects in the goods and/or in the installation or assembly thereof, to the extent that these defects justify this suspension. 10.4 In the case of advance payment, Sanquin is entitled to require – in addition to or instead of the transfer of title – that the Supplier, at its own expense, submit an unconditional and irrevocable bank guarantee issued by a bank that is acceptable to Sanquin as security for the fulfilment of its obligations. 10.5 Payment by Sanquin does not constitute any waiver of rights. Article 11: Quality 11.1 The Supplier guarantees that the goods delivered and any installation/assembly that may be required conform to what has been agreed upon, possess the qualities promised, are free of any defects, are suitable for the purpose for which they are intended and meet the statutory requirements and other government regulations, including the relevant European legislation, as well as the most stringent requirements of the safety and quality standards set by the industry or certification as the case may be, as these apply at the time of delivery. 11.2 If the Supplier and Sanquin have defined any product specifications, these specifications are assumed to be known to and binding on the parties. 11.3 Sanquin will at all times reserve the right to perform GMP audits at the Supplier. Article 12: Auxiliary Materials and Personnel for the Purpose of Facilitating Use 12.1 The Supplier guarantees that all components, auxiliary materials, appliances, tools technical documentation, user instructions and manuals, safety information sheets and other auxiliary materials that are necessary or prescribed for achieving the purpose indicated by Sanquin are delivered too, even if they have not been specified as such. 12.2 Sanquin is free to use this documentation, including its reproduction for own use. 12.3 The Supplier shall keep spare parts for the goods delivered in stock for the normal expected life span of the goods delivered and to deliver them on demand. 12.4 The Supplier shall employ personnel that is adequately qualified to carry out maintenance and give training instructions. Article 13: Approval 13.1 Approval, inspection and/or testing by Sanquin or by persons or bodies designated for this purpose by Sanquin can take place before, during or after the delivery of the goods. 13.2 The Supplier shall provide access to the locations where the goods are produced or are stored and will cooperate with respect to any approvals, inspections and testing which is required and shall submit any documentation and information required at its own expense. 13.3 If necessary, the Supplier shall notify Sanquin beforehand of the time when the approval, inspection and/or testing can take place. 13.4 The Supplier is entitled to attend the approval, inspection and/or testing. 13.5 The costs relating to the approval, inspection and/or testing are borne by the Supplier. 13.6 If, following the approval, inspection and/or testing before, during or after the delivery, the goods are rejected, either in part or in full, Sanquin will notify the Supplier thereof in writing. 13.7 The expiry date mentioned on the outside of the product packaging in conformity with the Medical Devices Decree (Besluit Medische Hulpmiddelen) is required to be at least 24 months later than the date of delivery. 13.8 If, in Sanquin’s opinion, the expiry date of the goods being delivered is too close to the date of delivery, Sanquin is entitled to refuse these goods, unless this is unreasonable in view of the circumstances. Refusal of the goods on the ground of this article does not entitle the Supplier to any compensation. 13.9 If any goods are refused during or after delivery, the title and risk of the goods refused are transferred to the Supplier with effect from the date of the notification mentioned in paragraph 13.6. 13.10 If the goods, regardless of the result of any approval, inspection and/or testing, do not meet the conditions specified in Article 11 of these Terms and Conditions, the Supplier shall repair or replace the goods on demand at the discretion of Sanquin and at its own expense, unless Sanquin indicates a preference to terminate the contract in accordance with the provisions of Article 18. 13.11 In urgent cases and additionally, if, after consultation with the Supplier, it is reasonable to draw the conclusion that the Supplier is unable to repair or replace in full, in time or to the satisfaction of Sanquin, Sanquin is entitled to repair or replace the relevant goods itself at the Supplier’s risk and expense or to engage third parties for this purpose. 13.12 If the Supplier does not take back the goods delivered within a period of 10 days following written notification of their rejection, Sanquin is entitled to return the goods to the Supplier at the latter’s expense. 13.13 In the event of a recall on the Supplier’s initiative, the Supplier is required to inform the Purchasing department and the KAM department (i.e. the health and safety department) of the relevant Sanquin division or the group staff by telephone and in writing as soon as possible. Article 14: Order, Safety and the Environment 14.1 The Supplier and its employees as well as third parties engaged by it undertake to observe the statutory safety, health and environmental regulations. Sanquin’s operating regulations and regulations relating to safety, health and the environment must be observed, too. 14.2 If safety information sheets are available for a product and/or packaging, these safety information sheets must always be delivered by the Supplier immediately. 14.3 Any work that may adversely affect the environment by means of discharges into the air, water or soil must be explicitly reported to the KAM Department of the relevant division. 14.4 The Supplier is required to actively strive towards reducing the burden on the environment through its products, packaging, raw materials and ingredients. Article 15: Secrecy 15.1 The Supplier undertakes to observe secrecy vis-à-vis third parties with respect to all of Sanquin’s business information made available to it in any way. 15.2 The Supplier may not give any publicity to the execution or the details of the agreement without Sanquin’s prior consent in writing. 15.3 The Supplier may not copy or allow third parties to inspect the data relating to the agreement except where this is necessary in the context of the performance of the agreement or where this is legally required. 15.4 The Supplier must also impose the obligations set forth in this article on its employees and on third parties engaged by the Supplier in the context of the performance of the agreement. 15.5 Sanquin is entitled to have the Supplier’s employees and the third parties referred to in the preceding paragraph sign a confidentiality statement, if it considers this necessary. Article 16: Industrial and Intellectual Property 16.1 The Supplier guarantees that the use, including any resale, of goods and/or appliances bought or produced by the Supplier for the benefit of Sanquin, will not infringe any patent rights, trademark rights, model rights, copyrights or any other third-party rights. 16.2 The Supplier agrees to indemnify Sanquin against all claims arising from any infringement of the rights referred to in the preceding paragraph and it agrees to compensate Sanquin for any damage or loss, including the costs of judicial or extrajudicial procedures, that may arise from any such infringement. Article 17: Transfer of Rights and Obligations 17.1 The Supplier may not assign its rights and obligations under the agreement, wholly or partly, to third parties without Sanquin’s prior written permission. 17.2 The Supplier may not contract out the performance of its obligations arising from this agreement to any third parties, either in part or in full, without Sanquin’s prior written permission. Article 18: Liability 18.1 The Supplier is liable for all damage or loss suffered by Sanquin or third parties as a result of a defect in its products or items accompanying them, such as packaging or the instruction leaflet, as a result of which they no longer offer the safety or characteristics which one may justifiably expect. 18.2 The Supplier is liable for any damage or loss suffered by Sanquin or by third parties as a result of acts or omissions by itself, its personnel or by those who are engaged by it in the context of the performance of the agreement. 18.3 The Supplier agrees to indemnify Sanquin for claims made by third parties for compensation of damage based on liability as referred to in the previous two paragraphs and on first demand by Sanquin, the Supplier will effect a settlement with those third parties or it will raise a defence in legal proceedings, instead of or jointly with Sanquin – at Sanquin’s discretion – against any claims made as referred to above. The Supplier may effect a settlement only after Sanquin has granted its prior consent. 18.4 For the purposes of this article, Sanquin’s employees and other persons working for Sanquin are designated as third parties. 18.5 The Supplier will take out adequate insurance against the liability referred to in this article and allow Sanquin to inspect the policy taken out, if Sanquin deems this necessary. Article 19: Rescission of the Agreement 19.1 If the Supplier fails to fulfil any of its obligations under the agreement or under other contracts ensuing therefrom in full, in time or at all, as well as in the event of its bankruptcy or court-ordered suspension of payments and in the event of stoppages, winding-up or takeover or any other similar circumstances relating to the business of the Supplier, the latter is in default by operation of law and Sanquin is entitled to unilaterally terminate the agreement, either in part or in full, without further notice of default or judicial intervention being required by means of a written notification issued to the Supplier, and/or to suspend its payment obligations and/or entrust third parties with the performance of the agreement, either wholly or partly, without incurring any liability to pay any compensation, and without prejudice to any other rights accruing to Sanquin under the agreement, including its right to claim full compensation. 19.2 All claims Sanquin might have or acquire towards the Supplier in the cases referred to in the first paragraph will be immediately and fully due and payable. 19.3 If the Supplier relies on any non-imputable failure in the performance, Sanquin is entitled to terminate the agreement in accordance with the provisions of this article. Article 20: Governing Law and Disputes 20.1 The agreement and all contracts arising therefrom are solely and exclusively governed by Dutch law. 20.2 All disputes (including those that are considered as such only by one party) which may arise between the parties as a result of this agreement or contracts arising thereunder shall be submitted to the competent court in Amsterdam. Article 21: Miscellaneous 21.1 The Supplier (and its personnel) shall not be permitted to induce Sanquin’s personnel to provide services or make promises and the like in exchange for any form of reward or gifts made to this personnel, while without such reward or gifts, the services or the promises would not have been provided or made and/or would have been provided or made under other conditions. If the Supplier’s personnel violate the above provision, the Supplier will be liable for the damage or loss sustained or to be sustained by Sanquin without any letter of notice or notice of default being required, which damage or loss is determined at a fixed amount of Euro 25,000 per violation. The foregoing is without prejudice to Sanquin’s other rights. 21.2 Any reward or gift to any personnel member or department must always be reported to Sanquin’s Purchasing Department. 21.3 For the purposes of this article, personnel members include persons working for either party in any capacity, with or without an employment relationship. SUPPLEMENTARY TERMS AND CONDITIONS APPLICABLE TO THE PERFORMANCE OF SERVICES AND THE ACCEPTANCE OF WORK Article 22: Applicability 22.1 The Supplementary Terms and Conditions apply to all requests, quotations, and agreements under which Sanquin acts as a client in the performance of services and/or the acceptance of work by the Supplier. 22.2 In addition to these Supplementary Terms and Conditions, the General Terms and Conditions of Purchase apply, unless the Supplementary Terms and Conditions or the nature of these articles expressly or by implication provide otherwise. 22.3 The most recent version of the Uniform Administrative Provisions for the Execution of Works (UAV) and the Uniform Administrative Conditions for the Execution of Electrical, Mechanical and Plumbing Works (UAVTI) apply to all work carried out. In the event that the General Terms and Conditions of Purchase are inconsistent with the Uniform Administrative Provisions, the General Terms and Conditions of Purchase will prevail. 22.4 For the purposes of these Terms and Conditions, the Supplier’s personnel includes the personnel of undertakings the Supplier has engaged in the context of the performance of the agreement. 28.2 Sanquin is at all times entitled to pay the Supplier the social insurance contributions, VAT and wage tax, including national insurance contributions, payable by the latter with respect to the work carried out, for which Sanquin could be held jointly and severally liable as the main contractor, in accordance with the Wages and Salaries Tax and Social Security Contributions (Liability of Subcontractors) Act (Wet Ketenaansprakelijkheid), by transfer of the amount to its blocked account within the meaning of the Wages and Salaries Tax and Social Security Contributions (Liability of Subcontractors) Act. 28.3 Without prejudice to the provision of the preceding paragraph, Sanquin will at all times be entitled to withhold the sums referred to in the preceding paragraph for social insurance contributions, VAT and wage tax, including national insurance contributions, from the contract price and directly transfer these to the industrial insurance board or the collector of direct taxes respectively, on behalf of the Supplier. |