General Purchase Conditions
- General Scope of Application
- Secrecy – Publication
- Subcontractors
- Prices, Shipping, Packaging
- Invoice address – Payment
- Dates for Delivery or Performance, Delay of Delivery or Performance, Acts of God
- Performances of the Company
- Return of Material
- Security Requirements
- Supply of Material – Tools
- Warranty
- Liability
- Product Liability
- License Rights – Intellectual Property Rights
- Transfer of Risk - Ownership
- Final Provisions
Here you can find the German language version of the GPC.
- General Scope of Application
All orders of Johnson & Johnson GmbH (in the following referred to as “Company”) to contract partners (in the following referred to as “Contractors”) shall be made on the basis of these General Purchase Conditions. All pertaining laws and regulations, which apply to the given case, shall be a fixed part of these General Purchase Conditions, unless otherwise agreed upon in writing. Conditions of the Contractor deviating there from shall not become part of the contract, unless separately agreed upon in writing, even though they should not be expressly objected to. If the Company accepts a delivery/performance without express objections, it must not be derived there from that the Company would have accepted delivery conditions or general Business Conditions of the Contractor. The General Purchase Conditions of the Company shall apply to all present and future contractual relations with the Contractor. With the acceptance of the order, the Contractor acknowledges and accepts the General Purchase Conditions of the Company.
If particular provisions of these General Purchase Conditions should be or become ineffective or void, this shall not affect the validity of the remaining provisions. The parties agree to replace the ineffective or invalid provision by new provisions, which correspond in a legally permissible way to the economic content included in the ineffective or invalid provision. The same shall apply in the event of incomplete provisions of these General Purchase Conditions.
Only orders placed in writing, exclusively by authorized employees of the Company, shall be legally binding. Orders placed orally or by telephone shall require their subsequent written confirmation in order to be valid. The same shall apply to oral covenants and changes of the given contract. Orders as well as changes thereof and amendments thereto may – upon prior written agreement – also be placed by means of data transmission or by machine readable data carriers. Excessive or incomplete deliveries shall equally require a separate written agreement.
An order confirmation deviating from the order of the Company shall be deemed to be a new offer and shall require the express written acceptance by the Company. If such written acceptance is not made and the Contractor nevertheless makes the delivery or the performance, the acceptance of the Company shall only be made under the conditions of the order placed by the Company. No compensation shall be paid for the preparation of offers. The submission of an offer shall give no right to receive the order.
- Secrecy – Publication
The Contractor shall keep strictly confidential all business secrets, manufacturing processes and other business or operational facts, of which he gets knowledge in the course of his activity for the Company, also after the termination of the contractual relationship. The same shall apply to business transactions of other undertakings, of which the Contractor obtains knowledge as a result of his activities for the Company. The Contractor shall bind his employees by a simultaneous obligation. Publications of the Contractor, which refer to the delivery/performance due under the Contract or pertaining thereto, shall require the written consent of the Company. The Company shall not unduly refuse its consent to the request of the Contractor for publication, if interests of the Company are not affected.
The Contractor agrees to keep strictly secret all images, drawings, calculations and other material and information made available to him. The secrecy obligation shall also apply after the termination of the given contract and shall only expire as soon as the material and information subject to the secrecy obligation will become generally known without any fault of the Contractor.
- Subcontractors
The use of subcontractors shall require the prior written consent of the Company. If the Company grants its consent, the Contractor shall warrant that all suborders granted within the framework of the Contract shall be placed in such way that the Contractor may fulfil all his obligations to the Company without any restrictions. Subcontractors of the Contractor shall be deemed to be vicarious agents (Erfüllungsgehilfen).
- Prices, Shipping, Packaging
The prices agreed upon shall be shown in Euros and shall be understood plus legal added value tax in the legal amount.
Costs for packaging, freight and transportation up to the address of destination indicated by the Company or up to the place of use shall be included in these prices.
The price calculation shall not affect the agreement on the place of performance.
All written communication (e.g. delivery notes, performance notes, invoices as well as all correspondence) shall contain the order number of the Company.
The shipping shall be exclusively at the risk of the Contractor. The risk of any deterioration including the accidental destruction shall remain with the Contractor until the time of delivery to the shipping address or place of use requested by the Company. The times of delivery may be taken from the respective order.
In case goods are shipped on wooden pallets to the ship to location, the supplier shall ensure that such wooden pallets comply with the following: Wooden pallets will be made from wood that is certified to be free of 2, 4, 6-tribromophenol (TBP) and any other form of phenol-based fungicide treatment, and shall comply with the International Standards for Phytosanitary Measures Publication No. 15, 2009 Revision (ISPM 15) for Heat Treatment only. While ISPM 15 currently provides for the use of Methyl Bromide (MB), the use of pallets fumigated with Methyl Bromide is also prohibited. All wooden pallets must properly display that they meet the requirements with a specified mark as shown in ISPM 15 Annex II. This requirement is effective immediately. Failure to meet this requirement may lead to rejection of shipments at supplier’s expense.
- Invoice address – Payment
Bills shall be issued upon complete delivery and/or complete performance. Deviations there from shall require a written agreement between the Company and the Contractor.
Invoices may only be processed, if they contain the respective order number – in compliance with the instructions of the order – the Contractor shall be liable for all consequences resulting from any non-compliance with this obligation, unless he should prove that he is not responsible therefore.
The payment conditions shall be shown in the respective order. The Contractor shall have no right of set-off and retention. If no written agreement has been made, the purchase price will be paid within 10 days, as of delivery and receipt of the invoice, with 3 % discount or net within 30 days of receipt of the invoice.
Payment can be executed through an account in the name of J.C. General Services CVBA / Johnson & Johnson G.T.S.C., a Johnson & Johnson company that we will authorise to pay on our behalf.
- Dates for Delivery or Performance, Delay of Delivery or Performance, Acts of God
The date of delivery or performance contained in the order shall be binding.
For deliveries of goods the receipt of the goods at the place of receipt or use specified by the Company shall be decisive for the compliance with the delivery time or delivery term or for the time of supply for acceptance.
If the Contractor should learn that a stipulated deadline cannot be complied with, he shall immediately notify this fact to the Company indicating the grounds and the expected length of the delay.
The Contractor shall be liable to the Company to compensate all damages resulting directly or indirectly from delays. The acceptance of a delayed delivery or the acceptance of a belated contractually stipulated performance shall not be deemed to be any waiver of claims for compensation.
In case the stipulated time of delivery or performance should not be complied with, the Company shall be entitled after the expiration of a reasonable period of grace granted by the Company to rescind the Contract and to claim damages, if the legal conditions therefore are fulfilled.
The mentioned rights shall not be excluded by the fact that previously delayed deliveries or performances were accepted by the Company without proviso. The Contractor may only rely on the failure of the Company to submit material to be delivered by it, if the Contractor requested such material in writing and did not receive it promptly. Acts of God and labour disputes shall release the Contracting Parties from their obligations for the duration of the disturbance and to the extent of their effects. The Contracting Parties agree to submit the reasonably required information and to adapt their obligations in good faith to the changed conditions.
The Company shall be completely or partially released from its obligation to accept the delivery/performance as ordered and shall be entitled to such extent to rescind the Contract, if the delivery/performance is not any longer useful as a result of delays at the Company – taking into consideration economic aspects – resulting from Acts of God or from labour disputes.
The Company shall accept partial deliveries only upon express agreement.
- Performances of the Company
The Company shall make available to the Contractor all available material and information – to the extent this is required for the performance and provided that no business secrets are concerned.
- Return of Material
The Contractor shall duly maintain all material made available to him for supplying the deliveries or performances due under the Contract and shall warrant in this connection that no inspection by third parties will be possible. The material made available for carrying out the activities and the documentation created in this connection shall be returned during the term of the contractual relationship in case of urgent business needs of the Company and upon its request, otherwise upon termination of the contractual relationship, or shall be duly destroyed upon the request of the Company. In the latter case the Contractor shall confirm the duly carried out destruction to the Company in writing.
- Security Requirements
The Contractor agrees to comply with all legal and administrative provisions and instructions in carrying out the Contract. The deliveries/performances must comply with the pertaining German and European regulations on security, labour protection, avoidance of accidents and waste, as well as, in the given case, the provisions of the Electro-technical Act (Elektrotechnikgesetz) and the regulations issued there under and with the requirements of general accepted rules of technology and DIN standards, in the given case the ISO and EU standards, and must be accompanied by the conformity declaration, by the CE sign and by a manual (in German language). The Contractor shall deliver and/or submit protective installations and test certificates required by the mentioned provisions. The invoice shall only be settled upon complete fulfilment of this obligation.
If the Contractor should have doubts about the performance requested by the Company, the Contractor shall notify this fact promptly in writing.
All material (testing protocols, plant certificates, drawings, plans, manuals, security data sheets and the like), which are required for the acceptance, approval, operation, maintenance and repair shall be delivered simultaneously without extra charges by the Contractor in a form suitable for copying. Changes of this material shall be promptly notified to the Company.
In case of deliveries and performances at the area of the plant and at the premises of the Company, the security guidelines of the Company shall be complied with, which in such case shall become an integral part of the agreement. The Contractor shall draw the intention of the Company to all necessary measures in writing.
- Supply of Material – Tools
Parts made available by the Company shall remain its sole property. In case of processing or mingling, the Company shall be entitled to a proportionate property share of the new object.
The Contractor shall use the tools made available to him only for the manufacture of the good ordered by the Company. He shall be further bound to insure the tools remaining the property of the Company at replacement value at this own costs against fire, water and theft. Maintenance and inspection works possibly required shall be carried out in time by the Contractor at his own costs. Possible disturbances shall be promptly notified by him.
- Warranty
The Contractor warrants that all deliveries/performances shall be in the stipulated quality and shall correspond to the most recent state of the art, to the relevant legal provisions and regulations and guidelines of public agencies, professional associations, industrial unions and possibly stipulated quality assurance agreements.
If, in a specific case, deviations of these provisions should become necessary, the Contractor shall obtain the prior written consent of the Company therefore. The warranty obligations of the Contractor shall not be restricted by such consent.
If the Contractor should have objections against the kind of performance requested by the Company, he shall promptly notify the Company thereof in writing.
If the Contractor should not comply with his warranty obligations within a reasonable deadline set by the Company, the Company may take the required measures itself or by a third party at the costs and risk of the Contractor – without prejudice to his warranty obligation.
In urgent cases the Company may, if applicable upon consultation with the Contractor, carry out improvements itself and have them carried out by a third party.
The warranty term for movable goods shall amount to at least two years, unless expressly stipulated otherwise. It shall begin to run upon the delivery of the goods to the Company or to the third party designated by the Company at the place of receipt or use prescribed by the Company. In case of contractual goods, for which an acceptance is contractually stipulated, the term of warranty shall commence at the date of acceptance, which is specified in the written declaration of acceptance of the purchase by the Company.
If the acceptance is delayed without any fault or the Contractor exceeding the contractually stipulated time of acceptance, the term of warranty shall commence at the stipulated date of acceptance.
The term of warranty for spare parts shall amount to two years after installation/start-up of operation.
The running term of warranty for delivered parts, which during an inspection of the deficiency and/or the repair of the deficiency cannot remain at the plant, shall be extended for the period of the interruption of operations. For parts, which are repaired or delivered in replacement, a new warranty term shall commence upon the installation/start-up of operation.
- Liability
The Contractor shall be liable for all damages to objects or persons caused by negligence or fault through his collaborators or vicarious agents (Erfüllungsgehilfen).
The Company shall only be liable for the compensation of damages on whatever legal basis, if due to intentional or gross negligence of its legal representatives, collaborators or vicarious agents (Erfüllungsgehilfen). Damages claims relating to damages or life, body or health shall not be affected by the preceding provision. The Company shall be bound to apply such degree of care as it usually applies in its own matters regarding the correctness of the material or information made available by the Company for rendering the performance under the Contract.
- Product Liability
If the Contractor is liable for a product damage, he shall hold the Company completely harmless in respect of claims and actions by third parties. In case of necessary recalls, the costs created thereby shall be reimbursed by the Contractor upon first request of the Company.
The Contractor agrees to conclude and to maintain a product liability insurance with a coverage of at least EUR 5 million per each damage to persons or objects. Damage claims of the Company in excess thereof shall not be affected thereby.
- License Rights – Intellectual Property Rights
The Company shall acquire the exclusive and unrestricted right to use all transferable performances and works subject to copyright law, which are created by the Contractor in fulfilling the respective order, particularly the right to use, change, publish and film the performances made under the respective order, including all thinkable legal positions regarding ideas, drafts and designs.
The exclusive right of use without restrictions in time and place shall remain with the Company also for the period after the termination of the contractual relationship; the Contractor hereby simultaneously declares in advance and generally his consent to further assign the rights created by him.
- Transfer of Risk - Ownership
The Contractor warrants that all deliveries/performances are free of industrial property rights of third parties and, particularly, that the delivery and use of the goods/performances will not violate any patents, licenses or other industrial property rights of third parties.
The Contractor shall hold the Company and its customers completely harmless in respect of claims and actions of third parties based on possible violations of industrial property rights including the costs of legal prosecution. He shall support the Company at his costs in case of a possible defence.
The Company shall be entitled to obtain the approval to use the respective goods and performances from the authorized party at the costs of the Contractor.
The risk shall pass upon complete and impeccable delivery of the goods at the place of performance or upon the acceptance of the goods by the Company. The Contractor hereby expressly warrants that the goods are not under any extensive retention of title clause in favour of a third party, unless the Contractor designates such third party at the time of conclusion of the Contract.
- Final Provisions
Unless expressly stipulated otherwise, the place of performance for the obligations to deliver and/or to perform shall be the shipping address or place of use requested by the Company; for all other obligations of both parties, this shall be Neuss (seat of the Company).
Place of jurisdiction shall be Neuss.
German law shall apply.
Johnson & Johnson GmbH, Johnson & Johnson Platz 2, 41470 Neuss
Version: April 2010