Purchasing general terms and conditions

Article 1. PARTIES

These General Purchase Conditions apply to any agreement between B. Braun Medical (hereinafter "BBMFR") whose registered office is located 26 rue Armengaud, 92210 Saint-Cloud (France), and a supplier (hereinafter the "SUPPLIER"). BBMF and SUPPLIER have individually called "PARTY" and collectively as the "PARTIES".

Article 2. Purpose

These terms are intended to regulate relations between BBMFR and the SUPPLIER for the acquisition by BBMFR from the SUPPLIER any type of goods, materials, tools, finished products, semi-finished products, raw materials or related services (hereinafter "PRODUCT"), as specified in the order issued by BBMF or in the Special Conditions where applicable. Unless otherwise agreed by the PARTIES, any purchase contract between BBMFR and a SUPPLIER consists of these terms and conditions of the purchase order related and / or special conditions.

Article 3. Applicability of General Purchase Conditions

Unless otherwise agreed by the PARTIES, acceptance / confirmation of order by the SUPPLIER implies full and complete acceptance of the present General Conditions. For purposes hereof, the orders placed by BBMF will be deemed accepted by the SUPPLIER in accordance with present General Conditions of purchase, and if needed, specific conditions, no later than eight (8) days following receipt by the SUPPLIER. The absence of express reference herein can in no way be construed as a waiver by BBMF to take advantage of the present General Conditions.

Article 4. Obligations of the SUPPLIER

SUPPLIER hereby declares to be a professional in the production and / or marketing of the PRODUCTS and to have the technical resources and qualified personnel for the proper performance of its obligations as specified herein. The SUPPLIER undertakes therefore to deliver to BBMFR on time and as a counterpart of the price agreed upon by the PARTIES, the PRODUCTS in line with legal, regulatory and contractual requirements. As such, unless otherwise agreed by the PARTIES, SUPPLIER owes an obligation of result. The SUPPLIER may appeal to a subcontractor for the performance of all or part of its obligations subject to prior express agreement by BBMFR. In this case, the SUPPLIER will guarantee vis-à-vis BBMFR the execution of the agreement by its subcontractor. Throughout the execution of this phase BBMF and / or any third party designated by BBMF is authorized to perform in the SUPPLIER’s premises and / or its subcontractor any audit it deems necessary, subject to prior notification.

Article 5. Shipping and Delivery

PRODUCTS, are shipped at the sole expense and risk of the SUPPLIER. PRODUCTS must be delivered by SUPPLIER at and within the time specified by BBMFR. No early delivery or outside for days and hours of the sites listed as the delivery address will be accepted by BBMFR. PRODUCTS must be accompanied upon delivery by an invoice bearing the reference number of the order and indicating the description of the goods transported, the mode of transport and the shipping date. Any delay in delivery of the PRODUCTS or performance of the services will result in the immediate application by BBMFR against the SUPPLIER of penalties in an amount equal to one and a half percent (1,5%) per week of delay calculated on the total amount of undelivered PRODUCTS or services not performed.

Article 6. Reception

Final receipt corresponds to the acceptance of the PRODUCTS by BBMFR as indicated by the signature of the delivery note by BBMFR without reservation and runs the deadline for payment of the order by BBMFR. Upon delivery of the PRODUCTS, BBMF reserves the right to issue any specific and motivated reserves on the conformity of the PRODUCTS supplied with the command. If the reserve duly notified by BBMFR to the SUPPLIER by any written means, the SUPPLIER will replace or refund any nonconforming PRODUCTS at the discretion of BBMF.

Article 7. Warranties

Besides strict compliance with the terms of the order, technical specifications, laws and regulations, health and safety regulations and the general law regarding defects, non-conformity and latent defects, SUPPLIER ensures the proper functioning of the PRODUCTS for 12 consecutive months following final acceptance of the PRODUCTS. The SUPPLIER guarantees BBMFR against all evictions or against any third party action for infringement. He shall bear all expenses, compensation and damages that may result from such an action.

Article 8. Price and terms of payment

The prices charged on purchase orders are in Euros and do not include taxes. They are firm, final and not subject to revision. Unless otherwise stated, prices include packaging necessary for PRODUCTS preservation during the phases of transport and storage. Unless otherwise agreed by the PARTIES, the full payment will be due upon final acceptance by BBMF of PRODUCTS. The SUPPLIER shall submit invoices to the ACCOUNTING DEPARTMENT of BBMF at the address indicated on the order form. Invoices must also mention the mandatory legal mentions : order number, references PRODUCTS delivered, quantity, number and date slips corresponding delivery. All invoices issued hereunder will be set at Sixty (60) days from date of invoice by bank transfer. Any delay in payment from BBMF may result in the application of late penalties on amounts due but not paid, equal to Three (3) times the legal interest rate in force on the day following that on which payment of the invoice is due, as well as the application of a lump sum of € 40 for recovery costs.

Article 9. Risk transfer, transfer of ownership

Unless otherwise agreed by the PARTIES, risk transfer for the PRODUCTS occurs at the time of delivery and transfer of ownership takes place at the time of billing including VAT.

Article 10. Intellectual Property

In case the agreement between the SUPPLIER and BBMFR is to manufacture machines, materials and/or tools, all work performed by SUPPLIER are the exclusive property of BBMFR. To this end SUPPLIER renounces all claims to any intellectual property rights and retention. SUPPLIER agrees to specifically identify the PRODUCTS as property of BBMFR. The SUPPLIER undertakes to perform and / or using exclusively PRODUCTS hereunder and shall not either directly or indirectly to carry or use these products on behalf of third parties.

Article 11. Deposit

SUPPLIER to whom the PRODUCTS are left on deposit, agrees to assume the liability of the depositary of the PRODUCTS free of charge, and as such the SUPPLIER shall take out an insurance policy in his name at its own expense against any damage affecting such PRODUCTS. PRODUCTS left on deposit with the SUPPLIER may be taken back at any time by BBMF subject to Eight (8) days prior notice. This withdrawal will not be entitled to any compensation. PRODUCTS must be returned in perfect condition. Otherwise, the SUPPLIER shall arrange at his own expense the necessary repairs as soon as possible.

Article 12. Force majeure

No PARTIES herein shall be liable to the other PARTY for any breach of any of its obligations to the extent that it proves: that the failure is due to an impediment beyond its control, that it could not reasonably be required to provide the impediment or its effects on the ability to perform the agreement at the time of its conclusion, and it could not reasonably have avoided or overcome the impediment or at least its effects, in accordance with article 1218 of French civil code.

Article 13. Hardship

Unforeseen circumstances are defined as a significant change in economic conditions, monetary, technical or commercial, directly and significantly affecting the performance of the obligations of either PARTY, such change to be unforeseeable on the date of execution hereof and being such that the affected PARTY could not reasonably perform its obligations hereunder. In this case, the affected PARTY shall inform the other PARTY of the situation by registered letter with acknowledgement of receipt, as soon as possible, specifying the nature and direct and/or indirect consequences of the circumstances directly and significantly affecting the performance of its contractual obligations under the present agreement. In the event of an unforeseen circumstances’ case affecting the contractual commitment of one of the PARTIES, each PARTY hereby undertake to organize, in good faith and as soon as possible, an attempt to renegotiate the contractual conditions, refraining itself from any refusal to renegotiate. Any referral to a court, in violation of this clause of attempted renegotiation would constitute a ground for motion to dismiss. During the renegotiation phase, and as of the notification by the other PARTY of the occurrence of such event, the PARTIES undertake to continue the proper performance and execution of their contractual obligations. Unless the PARTIES expressly agree otherwise in writing, this amicable renegotiation attempt phase may not exceed two (2) months. The PARTIES may extend the duration of the amicable renegotiation attempt by an exchange of written agreement. If the renegotiation is successful, the PARTIES shall establish an amendment to the present contract formalizing the result of the renegotiation. If the PARTIES fail to reach an agreement within the aforementioned period, the attempt of amicable renegotiation shall be deemed to have failed and the PARTIES may each start legal proceedings before the competent court for revision or termination of the present contract.

Article 14. Confidentiality

Each of the PARTIES hereto agrees to treat all information in connection with this contract and received from the other PARTY, confidentially, and as such prohibited from disclosing such information to unauthorized third parties during the term of validity of this Agreement and the Five (5) following years. Each Party undertakes to take all necessary measures to ensure that its staff comply with these confidentiality obligations. The provisions of this Article shall not apply to information that : are already known to the other PARTY, provided that they have not been disclosed to him by a third party related to the issuing PARTY by a confidentiality agreement, are directly obtained by any of the PARTIES under its own work; do emerge from the public domain; are disclosed by either PARTY at the request of a competent authority at the request of the judicial authority subject to having duly informed the other PARTY in strict compliance with the confidentiality of the proceedings.

Article 15. Personal data protection

BBMFR undertakes to maintain the strictest confidentiality with regard to the personal data concerning the SUPPLIER or the natural persons acting on its behalf of which BBMFR would be aware during the order process (purchase order, e-mail, telephone, fax, etc.). In accordance with Law No. 78-17 of 6 January 1978 and Regulation (EU) 2016/679 of 27 April 2016, any natural person has a right to request access to the personal data concerning him/her and, in the circumstances given by the regulations, a right to request rectification or erasure of the data, restriction of the processing, to object on legitimate grounds to the processing as well as the right to data portability and to define general guidelines regarding the fate of the data after his/her death. These rights can be exercised by sending a request accompanied by a proof of identity to BBMFR's Data Protection Officer by mail to BBMFR's address or by e-mail to donneespersonnelles.fr@bbraun.com. If, after contacting BBMFR, the data subject considers that its rights are not respected, it has the right to lodge a complaint with the CNIL.

Article 16. Compliance

BBMFR and its Affiliated Companies conduct their business with the highest ethical standards, in compliance with all applicable rules and regulations. These standards are set forth in the “B. Braun Code of Conduct”. The B. Braun Code of Conduct can be found at: https://www.bbraun.com/en/company/compliance-and-policies/code-of-conduct.html. By signing this Agreement the PARTIES confirm their on-going compliance with their own compliance standards and procedures and their compliance with laws. Nothing in this section shall limit either Party from amending or modifying its own compliance standards and procedures, provided the content continues to address compliance with applicable laws and ethical conduct. The PARTIES confirm their on-going compliance with their Code of Conduct available on their website. If such a document does not exist, the SUPPLIER undertakes to comply with BBMFR Code of Conduct. The PARTIES and their affiliated companies are required to ensure the implementation of standards and procedures consistent with BBMFR Code of Conduct. The PARTIES shall regularly train their employees on compliance with these standards and procedures.

Article 17. ESG

BBMFR and its affiliated companies conduct its business in accordance with the principle of sustainable development and adheres to internationally recognized fundamental standards for occupational health and safety, environmental protection, labor. BBMFR has described its understanding of Environmental, Social and Governance (ESG) in its ‘ESG Standards for Suppliers’ which can be found at: ESG Fournisseurs – B. Braun. The SUPPLIER undertakes to comply with the ESG requirements set out therein, and to take any corrective action where there is a risk of a breach of these obligations.

BBMFR draws the SUPPLIER’s attention to the Policy statement on human rights and environmentally related due diligence obligations of B. Braun SE. This statement is to be provided as a preventive measure in accordance with the German Supply Chain Due Diligence Act and can be found at: Droits humains – B. Braun. BBMFR is entitled, on a case-by-case basis, to request additional information regarding compliance with laws and requirements listed in the ‘ESG Standards for Suppliers’, and to conduct compliance assessments (e.g. through self-assessment questionnaires, on-site audit, submission of certifications), at any time, with prior notice, with the SUPPLIER accepts.

Article 18. Termination clause

This Agreement may be terminated as of right by BBMFR for breach of all or part of its essential obligations by the SUPPLIER. This resolution shall take effect following notice of the SUPPLIER by BBMFR by registered letter with acknowledgment of receipt, remained without effect for fifteen (15) days. The obligations relating to the PARTIES’s compliance with all applicable rules and regulations as well as with BBMFR’s Code of Conduct and ESG Standard for Suppliers are considered necessary conditions for the performance of the SUPPLIER’s contractual obligations under the Agreement. If the SUPPLIER should breach any provision or regulation regarding Compliance or obligations contained in the ‘ESG Standard for Suppliers’, BBMFR has the right to terminate this Agreement for cause and any other agreements or business relationships between BBMFR and the SUPPLIER, including each PARTY´s affiliated companies, for cause.

It is within BBMFR’s discretion to forego termination and instruct the SUPPLIER to promptly develop and implement a plan for rectifying or minimizing the violation and preventing future violations. During the plan's implementation, BBMFR can temporarily suspend the business relationship.

Article 19. Products Compliance

The SUPPLIER undertakes to keep BBMFR duly informed of any changes or modifications concerning PRODUCTS subject to this Agreement, particularly when stopping marketing one of the PRODUCTS, in a minimum of Nine (9) months prior to the modification or change. If needed, SUPPLIER shall inform BBMFR systematically when obtaining, renewing or suspension of certification and provides a copy of the certificate valid.

Article 20. Social Obligations

PROVIDER certifies its employees regularly use under the provisions of the Labor Code and employ only persons duly authorized to exercise a professional activity. More, SUPPLIER agrees to comply with all tax and social security obligations and to provide BBMFR all documents referred to in Article D 8222-5 of the Labor Code.

Article 21. Anti-Corruption

The PARTIES declare, in their respective names and on their respective behalf, that they are in compliance with applicable laws on the prevention of corruption and influence peddling. The PARTIES declare that they have set up a compliance and risk management program for corruption and conflicts of interest, including within their subsidiaries and affiliates. They will regularly update and provide training on this program, both internally and within their subsidiaries and affiliates.

They further declare that they will not offer, promise, give, authorize or accept any undue advantage, pecuniary or otherwise, of any kind whatsoever, to or by any person vested with a specific function, for example in connection with the awarding of public or private contracts, regulatory authorizations, taxation, customs, legal or legislative proceedings.

Article 22. Applicable law and jurisdiction

THIS AGREEMENT IS GOVERNED BY THE PROVISIONS OF FRENCH LAW. A LACK OF MUTUAL AGREEMENT, ANY DISPUTE RELATING TO THE INTERPRETATION OR PERFORMANCE OF THESE WILL BE SUBMITTED TO THE COMMERCIAL COURT OF NANTERRE.

Date de modification : 02/12/2024