General Terms and Conditions of Purchase of Lab Logistics Group

VERSION APRIL 2025

1. COPE OF APPLICATION

The following General Terms and Conditions of Purchase (hereinafter referred to as ‘GPC’) shall apply to all procurement contracts of Lab Logistics Group GmbH (LLG), Meckenheim. We do not recognize any terms and conditions of the supplier (hereinafter referred to as ‘Supplier’) that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to them in writing. Our GPC shall also apply if we accept delivery without reservation in the knowledge that the Supplier’s terms and conditions conflict with or deviate from our terms and conditions, or if the Supplier refers to its own general terms and conditions in its order confirmation and we do not expressly object to them.
Our GPC shall only apply to entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law.
Our GPC apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter referred to as ‘Goods’), irrespective of whether the Supplier manufactures the Goods itself or purchases them from other suppliers (§§ 433, 650 BGB – German Civil Code). Unless otherwise agreed, our GPC apply in the version valid at the time of our order or in any case in the version last notified to the Supplier in text form as a framework agreement also for similar future contracts, without us having to refer to them again in each individual case.
Individually agreed arrangements with the Supplier made in specific cases (including side agreements, additions, and amendments) shall always take precedence. The content of such agreements shall, subject to proof to the contrary, be determined by a written contract or our written confirmation.

2. CONCLUSION OF CONTRACT

Our orders shall only be deemed binding upon written submission or confirmation.
Unless we have expressly waived an order confirmation, each order must be confirmed to us in writing within one week, stating the binding delivery time. A delayed or supplementary acceptance of our order shall be deemed a new offer and requires our acceptance.

3. PRICES, PRICE CHANGES, TERMS OF PAYMENT

The price stated in the order is binding. The Supplier’s reservations regarding price changes are expressly rejected. Prices are to be quoted without the statutory value added tax. Value added tax must be shown separately in all cases.
Unless otherwise agreed in individual cases, the price shall include all services and ancillary services of the Supplier (e.g. assembly and installation) as well as all ancillary costs (e.g. proper packaging and transport costs including any transport and liability insurance).
Invoices must show the order number as well as the date of the order or call-off from us and the Supplier’s tax number. Agreed partial or residual deliveries must be labelled as such in the delivery note and in the invoice. If one or more of these requirements are not met and this delays processing by us in the normal course of business, the payment deadlines specified in paragraph 4 shall be extended accordingly.
Unless otherwise agreed, payments shall be made net within 30 days of delivery or acceptance and receipt of the invoice or within 14 days with a 3% discount. The latest date is decisive for the deadline. In the case of bank transfer, payment shall be deemed to have been made on time if our transfer order is received before expiry of the payment period. We are not responsible for delays caused by the banks involved in the payment process.
The assignment of the Supplier’s claims against us to third parties is excluded without our express prior consent.
We do not owe any interest on arrears. In the event of default in payment, the statutory provisions shall apply.
We shall be entitled to rights of set-off and retention to the extent permitted by law. The Supplier may only invoke a right of set-off or retention to the extent that its claim is undisputed, recognised or legally established.

4. TRANSFER OF RISK, SHIPMENT, PACKAGING

Delivery shall be DDP (in accordance with Incoterms 2020 or the respective current version), unless otherwise agreed. The place of fulfilment for the delivery obligation shall be our registered office in Meckenheim (debt to be discharged at creditor’s domicile), unless otherwise agreed.
The risk shall pass to us upon proper handover at the agreed place of delivery. If acceptance has been agreed, this shall be decisive for the transfer of risk. (3) If it has been agreed that we shall bear the shipping costs and if we do not commission the carrier ourselves, the Supplier must choose the mode of transport that is most costeffective and best suited for us.
The packaging must prevent damage during transport. It must comply with the statutory regulations applicable at the time of delivery. The Supplier is obliged to take back packaging material at our request.
All consignments must be accompanied by a packing slip and a delivery note stating our order number, article description and article number. In addition, a dispatch note must be sent to us by separate post. If one or more of these requirements are not complied with, we shall not be responsible for any resulting delays.

5. PARTIAL DELIVERIES, DELAY IN DELIVERY, RETENTION OF TITLE

The delivery time stated in the order is binding. If no delivery time is specified in the order and none has been otherwise agreed on, it shall be one week from the conclusion of the contract.
Partial deliveries or partial services are only permitted with our prior consent.
If the Supplier has reason to believe that they will not be able to fulfil their obligations in whole or in part or not on time, they must inform us immediately.
If the Supplier fails to fulfil its obligations in whole or in part or fails to do so within the agreed delivery period or is in default, our rights – in particular to rescission and damages – shall be determined in accordance with the statutory provisions. The provisions of paragraph 5 remain unaffected.
If the Supplier is in default, we may – in addition to further statutory claims – demand lump-sum compensation for our damage caused by default in the amount of 1% of the net price per completed calendar week, but not more than a total of 5% of the net price of the Goods delivered late. We reserve the right to prove that higher damages have been incurred. The Supplier reserves the right to prove that no damage at all or only significantly less damage has been incurred.
The transfer of ownership of the Goods to us must take place unconditionally and without regard to the payment of the price. If, however, in individual cases we accept an offer of transfer of ownership from the Supplier conditional on payment of the purchase price, the seller’s reservation of title shall expire at the latest upon payment of the purchase price for the delivered Goods. We shall remain authorised to resell the Goods in the ordinary course of business even before payment of the purchase price with advance assignment of the resulting claim (alternatively validity of the simple reservation of title extended to the resale). This excludes all other forms of retention of title, in particular the extended retention of title, the forwarded retention of title and the retention of title extended to further processing.

6. EXPORT CONTROL AND CUSTOMS

The Supplier is obliged to inform us of any authorization requirements for (re-)exports of its Goods in accordance with German, European, US export and customs regulations as well as the export and customs regulations of the country of origin of its Goods in its business documents. To this end, the Supplier shall provide the following information in its price lists, offers, order confirmations, invoices or separately at our request for the following information for the relevant Goods items:

– the export list number in accordance with Annex AL to the German Foreign Trade and Payments Ordinance, the European Annex IV to the EC Dual-Use Regulation, the European Annex I or comparable list items of relevant export lists, for US Goods the ECCN (Export Control Classification Number) in accordance with the US Export Administration Regulation (EAR), the commercial origin of its Goods and the components of its Goods, including technology and software, the statistical Goods number (HS code) of its Goods, as well as a contact person in its company for clarification of any queries from us;

– all foreign trade data on its Goods and their components as well as (prior to delivery of corresponding Goods affected by this) all changes to the above data;
The Supplier must send us the necessary export control declarations completed in full, with the necessary documentation and signed. Only after sending the complete and signed in which they are listed (German export list, the European Annex I, the European Annex IV to the EC Dual-Use Regulation or other relevant export lists).
The Supplier guarantees that the information provided in the export control declaration is complete and correct. Should there be any future changes with regard to the delivery items which change the export control classification of the Goods, the Supplier shall inform us of these changes without delay.

7. INSPECTION FOR DEFECTS, INCOMING GOODS INSPECTION

Our commercial obligation to inspect and give notice of defects shall be governed by § 377 HGB (German Commercial Code) with the following proviso: We shall inspect the delivered Goods immediately after receipt with regard to type, quantity and obvious damage, in particular transport damage, and give notice of any defects discovered without delay.
Defects discovered later must be reported immediately after their discovery. The complaint shall in any case be deemed to have been made without delay and in due time if it is received by the Supplier within a period of 10 working days calculated from receipt of the Goods or, in the case of hidden defects, from discovery.
Payments shall not constitute a waiver of the right to lodge a complaint.

8. LIABILITY, FREEDOM FROM THIRD PARTY RIGHT

We object to any limitation of liability in the Supplier’s general terms and conditions.
Pursuant to this Section 8.2, the Supplier shall ensure that no intellectual property rights of third parties are infringed by the Goods delivered by him. The Supplier is obliged to indemnify us and hold us harmless from all claims asserted against us by third parties due to such an infringement of intellectual property rights and to reimburse us for all necessary expenses in connection with such claims. However, this does not apply if the Supplier proves that it is neither responsible for the infringement of intellectual property rights nor that it should have been aware of the infringement at the time of delivery if it had exercised due commercial diligence.
Any further claims for defects of title remain unaffected.

9. WARRANTY FOR MATERIAL DEFECTS

The statutory provisions shall apply in full to our rights in the event of material defects and defects of title of the Goods (including incorrect and short delivery as well as improper assembly, defective assembly, operating or operating instructions) and in the event of other breaches of duty by the Supplier, unless otherwise stipulated below.
In accordance with the statutory provisions, the Supplier shall be liable in particular for ensuring that the Goods have the agreed quality and correspond to the current state of the art when the risk passes to us.
Furthermore, the Supplier shall be liable for ensuring that the Goods/services comply with the laws, regulations and technical standards applicable in the territory of the EU/EFTA on the day of performance.
In the case of Goods with digital elements or other digital content, the Supplier owes the provision and updating of the digital content in any case to the extent that this results from a quality agreement or other product descriptions of the manufacturer or in its order, in particular on the Internet, in advertising or on the product label.
Unless agreed otherwise, those product specifications which – in particular by naming or referencing our order – have become part of the respective contract or have been included in the contract in the same way like the present Terms and Conditions of Purchase determine the agreed quality in the aforesaid meaning. In this regard, it does not matter whether the product specifications stem from us or from the Supplier or from the manufacturer. We do not waive any warranty claims by accepting or approving any samples or specimens submitted.
The costs incurred by the Supplier for the purpose of inspection and rectification (including any installation and removal costs) shall be borne by the Supplier. This shall also apply if it turns out that there was actually no defect. In the event of an unjustified request for rectification of defects on our part, we shall only be liable for damages if we recognized or were grossly negligent in failing to recognize that there was no defect.
If the Supplier does not fulfil their obligation to subsequent performance within a reasonable period of time set by us, we may remedy the defect ourselves and demand compensation from the Supplier for the necessary expenses or a corresponding advance payment. If the Supplier refuses the subsequent fulfilment or if it is a fixed debt or if the
subsequent fulfilment by the Supplier has.
If the Supplier refuses subsequent fulfilment or if subsequent fulfilment by the Supplier has failed or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline need be set; the Supplier must be informed immediately, if possible, in advance.
Claims arising from guarantees given by the Supplier shall remain unaffected.

10. SUPPLIER RECOURSE

We shall be entitled to our statutory rights of recourse within a supply chain (Supplier recourse pursuant to Sections 445a, 445b, 478 BGB) without restriction in addition to the claims for defects. In particular, we are entitled to demand exactly the type of subsequent fulfilment (rectification or replacement delivery) from the seller that we owe our customer
in the individual case. Our statutory right of choice (§ 439 para. 1 BGB) is not restricted by this.
Our claims from Supplier recourse shall also apply if the Goods have been further processed by us or one of our customers prior to their sale, e.g. by installation in another product.

11. PRODUCT LIABILITY, PRECAUTIONARY MEASURES, NOTIFICATION OBLIGATIONS

Insofar as the Supplier is responsible for product damage, they shall be obliged to indemnify us against claims for damages by third parties upon first request to the extent that the cause lies within their sphere of control and organisation and the Supplier themselves are liable in relation to third parties.
Within the scope of the Supplier’s obligation to indemnify within the meaning of paragraph 1, the Supplier is also obliged to reimburse us for any expenses arising from or in connection with a claim by third parties, e.g. necessary costs of legal proceedings. Other statutory claims remain unaffected.
The Supplier shall also be obliged to bear the costs of precautionary measures and any resulting damage if the cause of the precautionary measure lies within the Supplier’s sphere of control and/or organisation and the Supplier itself is liable in relation to third parties. We shall inform the Supplier of the reason, type and scope of the measure before implementing precautionary measures – as far as possible and reasonable – and give him the opportunity to comment. Precautionary measures are measures that relate not only to individual defective products from us, but to a large number of our products, in particular recall and conversion campaigns.
The Supplier undertakes to take out and maintain a product liability insurance policy with a lump sum cover of at least € 10 million per claim. The Supplier shall send us a copy of the liability policy at any time upon request.
We are a company in the laboratory and medical products industry. In order to ensure consistent and predictable product quality, the Supplier may not make any changes to the manufacturing processes or procedures, the composition, function or appearance of the contractual Goods or raw materials and other components regularly purchased by us in an ongoing supply relationship with us without our prior written consent. We shall decide at our own discretion whether to grant or withhold such consent.

12. ADVERTISING MATERIALS PROVIDED BY THE SUPPLIER

If the Supplier is interested in the products offered by them being included in our catalogue(s) using illustrations and being sold using the catalogue, the following shall apply to image, text, sound and other materials provided by the Supplier for this purpose:

– The Supplier shall grant us, free of charge, the non-exclusive right, unlimited in terms of content, time and territory, to use the material and all other information and documents in whole or in part for the purpose of advertising in physical and nonphysical form, in particular to reproduce, distribute and/or make available to the public. This includes, but is not limited to, the right to include the image material, information and documents in our catalogue(s).

– We are entitled, without this triggering any payment obligations for us or our customers in favor of the Supplier, to make the material and the catalogue available to our customers in whole or in part in physical and/or electronic form and to grant them the right to use the material and the catalogue in whole or in part in physical and/or non-physical form, in particular to distribute it and/or make it accessible to the public and/or make it accessible to the public.

– The Supplier warrants that it holds all rights necessary for the fulfilment of the aforementioned granting of rights. In the event that third parties assert claims against us due to the use of the illustrations, documents and information provided, the Supplier shall indemnify us against all claims. This shall not apply if the Supplier is not responsible for the infringement in question.

13. CE MARKING, CE CERTIFICATE AND REACH

The CE declaration of conformity and the CE marking are a prerequisite for placing certain Goods on the market in the European Economic Area. For this purpose, the product must fulfil the relevant current European directives, such as RoHS, EMC Directive or Low Voltage Directive. The Supplier therefore warrants that the Goods and Services delivered by them comply with all applicable environmental protection regulations as well as all relevant requirements for CE marking in accordance with the applicable European directives, in particular the RoHS Directive 2011/65/EU and the REACH Regulation (EC) No. 1907/2006 (see also Section 14). The Supplier shall in particular ensure that a proper CE Declaration of Conformity is issued and made available without delay upon request.
If the Supplier is the manufacturer or its authorized representative, they undertake to issue the CE Declaration of Conformity in accordance with the currently applicable standards and directives and to properly affix the CE marking to the products. If the Supplier is not the manufacturer, they undertake to provide the CE Declaration of Conformity issued by the manufacturer and to ensure that the CE marking is properly affixed.
The Supplier shall provide us with the CE Declarations of Conformity without being requested to do so and shall explicitly specify the relevant and currently valid EU standards and directives on which the declaration is based. Upon request, the Supplier shall promptly send us the corresponding test reports or test documentation.
We are not obliged to inform the Supplier of changes to standards and directives in connection with CE certification. The Supplier is responsible for independently obtaining information about relevant changes to applicable standards, directives, and regulations. In the event of changes to relevant standards, directives, or regulations, the Supplier is obliged
to immediately update the CE Declaration of Conformity or ensure that it is updated and to provide us with the updated version without being requested to do so.
The Supplier shall actively support us in the event of disputes with third parties that are due to improper CE certification or insufficient verification of the CE certificate requirements. Insofar as the Supplier is responsible for the improper CE certification or insufficient testing of the CE certificate requirements, the Supplier shall indemnify us against any corresponding third-party claims. The liability of the Supplier towards us remains unaffected in any case.
In the case of waste electrical and electronic equipment, the Supplier expressly warrants that all currently valid directives and the national implementation regulations issued in this respect, in particular the law applicable in Germany on the placing on the market, take-back and environmentally sound disposal of electrical and electronic equipment, including any future additions and amendments, have been fulfilled.
The Supplier warrants that, to the extent it is unable to fulfill the obligations assumed under Section 13 itself, it has obtained assurances from its upstream suppliers to assume these obligations and monitors their compliance through reasonable measures.

14. REACH CLAUSE

The Supplier warrants that all Goods delivered comply with the requirements of the currently applicable REACH Regulation (REACH) and the RoHS Directive. This specifically includes the required pre-registration, registration, authorization, or, where applicable, any existing restrictions on all contained or released substances.
Insofar as the delivered Goods contain or release substances that are subject to registration under the REACH Regulation, the Supplier warrants that these substances are properly registered. The Supplier ensures that all necessary registrations have been completed and maintained prior to placing the Goods on the market.
The supplier undertakes to maintain the pre-registrations, registrations, or authorizations required under the REACH Regulation for all substances contained in or released by the delivered Goods throughout the entire duration of the supply relationship. Should any preregistration, registration, or authorization lapse or be revoked, the supplier must inform us immediately. From that point on, no Goods containing or releasing the affected substances may be delivered.
If the Supplier is required to carry out a chemical safety assessment, they must ensure that the results of this assessment are fully reflected in the safety data sheet and that the safety data sheet is regularly updated. If no safety data sheet is required under the REACH Regulation—either mandatorily or upon request—for the delivered substances or articles,
the Supplier shall instead provide us with the following safety information in written or electronic form: (i) the registration number (if available), (ii) details of any applicable authorization requirements as well as granted or refused authorizations, (iii) information on applicable restrictions, and (iv) any other relevant information required for safe use and appropriate risk management measures.
Changes to safety data sheets or safety information must be communicated to us immediately and identified in the updated safety data sheet/safety information enclosed with the first delivery.
If the Supplier is obliged to carry out a chemical safety assessment for a substance contained in or released from a delivered Good and to prepare a chemical safety report, in particular on the basis of a use of a substance made known to the Supplier, the Supplier warrants that it has carried out this assessment and included conclusions from it in the safety data sheet or the safety information.
If the Supplier delivers articles to us that contain more than 0.1 mass per cent (w/w) of one or more substances that meet the criteria of Article 57 of the REACH Regulation (i.e. can be included in the list of substances subject to authorisation) and have been identified in accordance with Article 59(1) of the REACH Regulation (i.e. have been included on the ‘candidate list’), the Supplier shall also provide sufficient information for the safe use of the article.
The fulfilment of the obligations under this Section 14 are primary obligations of the Supplier.
In the event of a breach of the obligations under this Section 14, we shall be entitled to withdraw from the contract if the Supplier does not remedy the breach within a reasonable period of time. In the event of cancellation, we may return the Goods to the Supplier or dispose of them, both at the expense of the Supplier, who must make an appropriate advance payment. Any further claims for damages shall remain unaffected.
If a claim is made against us by a third party because the delivered Goods do not comply with the requirements of the applicable REACH Regulation, the Supplier shall be obliged to indemnify us against such claims upon first written request to the extent that such claim is based on a breach of the Supplier’s obligations under this Section 14. This shall not apply if the Supplier is not responsible for the breach of duty concerned. The obligation to indemnify shall apply to all expenses necessarily incurred by us from or in connection with the claim by the third party, in particular legal defence and administrative costs as well as costs of necessary replacement procurement.

15. COMPLIANCE CLAUSE

The Supplier hereby confirms that it does not tolerate forced or child labour. The Supplier confirms that it has made reasonable efforts to determine whether its Suppliers use child labour in the manufacture of Goods or the provision of services and that this reasonable investigation has not revealed any findings in this regard. The Supplier hereby confirms that the child labour it currently or in the future for the manufacture and delivery of Goods or the provision of services are voluntarily present.
The Supplier is aware that these confirmations and obligations are essential integral parts of the contract. The Supplier shall compensate us for all damages arising from a breach of this provision by the Supplier or one of its Suppliers. The Supplier shall indemnify us and hold us harmless from all claims asserted against us by third parties due to a breach from this provision. This does not apply if the Supplier is not responsible for the rbeach. The Supplier hereby confirms that they will not engage in any illegal practices, such as financial benefits or other gifts to our employees or their family members for the purpose of obtaining orders from us. They will not engage in such practices in the future.
The Supplier confirms that it complies at least with the environmental protection laws of the country in which the Goods are manufactured or handled. We may conduct audits during normal business hours and upon reasonable notice to ensure compliance with legal requirements.
A breach of the compliance obligations set out in this Section 15 shall constitute grounds for immediate extraordinary termination of the business relationship with the Supplier. The Supplier shall then owe compensation for damages and indemnification from claims asserted against us by third parties, unless the Supplier is not responsible for the breach of
duty.

16. STATUTE OF LIMITATIONS

The reciprocal claims of the contracting parties shall become statute-barred in accordance with the statutory provisions, unless otherwise stipulated below.
Notwithstanding §§ 438 para. 1 no. 3, 634 a para. 1 no. 1 BGB, the general limitation period for our claims against the Supplier due to material defects or defects of title shall be three (3) years from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. Longer statutory limitation periods due to defects shall remain unaffected. This applies in particular to claims due to defects which are based on a right in rem of a third party, on the basis of which surrender of the purchased item is demanded or in another right that is registered in the land register (Section 438 (1) No. 1 BGB) and for claims due to defects in a building or defects in Goods that have been used for a building in accordance with their normal use and have caused the defectiveness of the building or a work whose success consists of planning or monitoring services for a building (Sections 438 (1) No. 2, 634 a (1) No. 2 BGB). Claims based on defects in title shall in no event be time-barred as long as the third party is still entitled to assert the right against us, in particular due to the lack of statutory limitation.
Insofar as we are entitled to recourse claims against the Supplier on the basis of the provisions on Supplier recourse (Sections 445a, 478 BGB), Section 445b BGB shall apply to the limitation period for recourse claims, but the limitation period shall not expire before the period stipulated in Section 16 (2) of these GPC has expired.
in the event of fraudulent concealment of a defect by the Supplier (§§ 438 Para. 3, 634 a Para. 3 BGB) and insofar as we are also entitled to competing contractual and / or noncontractual claims for damages due to a defect, the regular statutory limitation period (Sections 195, 199 BGB) shall apply, but the limitation period shall not expire before the
expiry of the period stipulated in Section 16 (2) of these GPC. The statutory limitation periods under the Product Liability Act shall remain unaffected in any case.

17. CONFIDENTIALITY

The Supplier is obliged to treat all business or technical information made available by us as strictly confidential and to oblige their employees and subcontractors accordingly. Such information may only be passed on to persons who must have this information for the purpose of delivery to us; all such information shall remain our sole property. The confidentiality obligation shall not apply if the information is already generally known or was demonstrably already known to the Supplier prior to its disclosure by us. The same applies if the information becomes generally known after disclosure without a breach of contract, becomes known to the Supplier by third parties without these third parties breaching a confidentiality obligation, the information is developed independently and independently of the information provided by us by the Supplier itself or is disclosed by us in public or must be disclosed due to legal regulations. Infringements shall result in an obligation to pay compensation.
The Supplier may not refer to the business relationship with us without our prior written authorization.

18. CHOICE OF LAW, JURISDICTION

If the Supplier is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Meckenheim. In addition, we shall be entitled to bring an action before the court having jurisdiction at the Supplier’s registered office.
Mandatory statutory provisions, in particular those concerning exclusive jurisdictions, shall remain unaffected.
the contractual relationship shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

19. PARTIALITY

Should one of the provisions of these GPC be or become invalid or incomplete, this shall not affect the validity and enforceability of the remaining provisions.

Lab Logistics Group GmbH, Meckenheim Commercial register Bonn, HRB 10800