General Terms and Conditions of Purchase (GTCP)

Article 1 Applicability

(1) All deliveries, services, and offers of our suppliers shall be made exclusively based on these General Terms and Conditions of Purchase. These shall form part of all contracts that DR. KADE concludes with its suppliers regarding the deliveries or services they offer. They shall also apply to all future deliveries, services, or offers of the supplier, even if they are not agreed again separately.

(2) The supplier’s terms and conditions shall not apply unless DR. KADE has expressly agreed to them in writing, even if DR. KADE does not expressly object to their applicability in an individual case. Even if DR. KADE refers to a letter that contains or refers to the supplier’s terms and conditions, this shall not constitute agreement to the applicability of such terms and conditions.

(3) Individual agreements between the supplier and DR. KADE shall take precedence over these General Terms and Conditions of Purchase. The written agreement with, or confirmation by, DR. KADE shall be decisive as proof of its content.

(4) These General Terms and Conditions of Purchase shall apply exclusively to traders within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB), to legal entities under public law, and to special funds under public law.

Article 2 Conclusion of the contract, orders, and cost estimates

(1) Our order shall become binding at the earliest upon written submission or written confirmation by us.

(2) Any changes in the order confirmation shall be expressly confirmed by DR. KADE. The details and conditions set out in the order shall apply. Both parties agree to actively notify each other of changes.

(3) The supplier shall confirm each of our orders in writing within 7 working days of receipt, stating a binding price and delivery date, to the email address specified in the order. If such confirmation is not received within the aforementioned period, DR. KADE shall no longer be bound by its order. A late acceptance shall be deemed a new offer and shall require written acceptance by DR. KADE.

(4) All offers and cost estimates shall be prepared by the supplier at its own expense. This also includes preliminary discussions (digital as well as on-site), preparation, and drafting of the offer. All services provided prior to DR. KADE officially placing the order shall therefore be free of charge.

Article 3 Prices, invoices and payments

(1) Unless otherwise agreed, all prices stated in the order shall be in euros. The price specified in the order shall be a fixed price and shall apply for the entire contract term or the entire service period. All prices include statutory VAT unless stated otherwise.

(2) Unless otherwise agreed in an individual case, the price shall include all services and ancillary services of the supplier (e.g. assembly, installation) as well as all incidental costs (e.g. proper packaging, transport costs, insurance premiums, and customs duties).

(3) Invoices shall be submitted to the email address specified in the order, quoting the order number.

(4) The agreed price shall be payable within 30 calendar days of complete delivery and performance (including any agreed acceptance, if applicable) and receipt of a proper invoice. If payment is made within 14 calendar days, the supplier shall grant us a 3% cash discount on the net invoice amount. In the case of a bank transfer, payment shall be deemed timely if our transfer order is received by our bank before the payment deadline expires; we shall not be responsible for delays caused by the banks involved in the payment process.

(5) If an advance payment has been agreed, DR. KADE reserves the right to request that the supplier furnish an advance payment guarantee issued by a credit institution or an insurance company based in the European Union.

(6) The statutory provisions shall apply in the event of payment default.

(7) Rights of set-off and retention as well as the defence of non-performance of the contract shall be available to us to the extent provided by law. In particular, we shall be entitled to withhold due payments as long as we still have claims against the supplier arising from incomplete or defective performance.

(8) The supplier shall be entitled to rights of set-off or retention only based on counterclaims that are undisputed or are binding and non-appealable.

Article 4 Delivery time, delivery, transfer of risk, and delay in delivery

(1) The delivery time (delivery date or period) specified by us in the order or otherwise applicable under these General Terms and Conditions of Purchase shall be binding. Early deliveries and partial deliveries are permitted only with the prior written consent of DR. KADE.

(2) The supplier is obliged to inform us in writing without undue delay if circumstances arise or become apparent which indicate that the delivery time cannot be met. This shall also apply in cases of force majeure or shortages of raw materials. The supplier undertakes, in consultation with DR. KADE, to take measures such as overtime in order to complete the order as quickly as possible and to prevent potential downtime in the performance of the contract.

(3) Delivery shall be made “free domicile” within Germany in accordance with Incoterms (2020) to the location specified in the order. If no destination is specified and no other agreement has been made, delivery shall be made to our place of business at Zehrensdorfer Straße 7, 12277 Berlin. The respective destination shall also be the place of performance for the delivery and any subsequent performance (obligation to deliver at the creditor’s place).

(4) In the event of a delay in delivery, we shall be entitled to exercise all statutory claims without limitation.

(5) In the event of delivery delays, we shall be entitled, after prior written notice to the supplier, to claim liquidated damages of 1% of the respective order value for each commenced week of delay, up to a maximum of 5%. The liquidated damages shall be applied toward any damages for delay to be borne by the supplier.

Article 5 Rights of use

Upon conclusion of the contract, DR. KADE shall be granted the non-exclusive, irrevocable, transferable, perpetual and worldwide right to use the documents forming part of the scope of delivery or performance and to pass them on to third parties.

Article 6 Compliance

(1) The supplier is obliged to comply with all provisions applicable to it in connection with the contractual relationship, in particular anti-corruption and anti-money laundering laws as well as competition, labour, and environmental protection regulations. 

(2) If third parties (e.g. subcontractors) are engaged by the supplier to perform the contractual services, the supplier shall make all reasonable efforts to ensure that the obligation set out in Article 6 (1) is likewise observed by such third parties.

(3) If there is reasonable suspicion, or it is established, that the supplier or any third party has violated applicable legal provisions, DR. KADE shall be entitled to rescind or terminate the contract if DR. KADE can no longer reasonably be expected to adhere to it. Other rights of DR. KADE, in particular claims for damages, shall remain unaffected.

Article 7 Retention of title

The delivered goods shall pass into the ownership of DR. KADE upon delivery. Any agreement on an extended or prolonged retention of title by the supplier is hereby excluded. In any event, DR. KADE shall be entitled, without restriction and in particular without approval or notification, to process the delivered goods or otherwise dispose of them.

Article 8 Performance by third parties 

The supplier shall not be entitled to have the performance owed by it carried out by third parties (e.g. subcontractors) without our prior written consent.

Article 9 Warranty claims

(1) Our rights in respect of material and legal defects of the goods and in the event of other breaches of duty by the supplier shall be governed by the statutory provisions.

(2) DR. KADE shall be entitled to remedy the defect at the supplier’s expense if the supplier is in default of doing so. DR. KADE may demand an advance from the supplier for the expenses necessary to remedy the defect or set off the advance against a payment owed to the supplier.

(3) DR. KADE shall only be obliged to carry out an incoming goods inspection regarding obvious defects, completeness, and identity of the delivered goods. Such defects shall be reported to the supplier within 10 working days of delivery, and other defects within 10 working days of their discovery. For services subject to acceptance, there shall be no obligation to carry out an incoming goods inspection.

(4) Upon receipt by the supplier of our written notice of defects, the limitation period for warranty claims shall be suspended until the supplier rejects our claims, declares the defect remedied, or otherwise refuses to continue negotiations on our claims.

Article 10 Insurance

(1) The supplier shall take out commercial general liability (including product liability) insurance with a minimum coverage of EUR 2.5 million per occurrence for bodily injury, property damage, or financial loss, and shall maintain such insurance for a period of at least three years after completion of the services rendered to DR. KADE.

(2) Upon request by DR. KADE, the supplier shall provide evidence of such insurance.

(3) Any further claims for damages to which DR. KADE may be entitled shall remain unaffected.

Article 11 Product liability

(1) The supplier shall indemnify us against claims by third parties for bodily injury, property damage, and expenses resulting from defective goods delivered by the supplier, provided that the cause lies within the supplier’s sphere of control and/or organisation and the supplier is itself liable vis-à-vis the third party.

(2) If we are obliged to carry out a recall with third parties due to a defect in goods supplied by the supplier, the supplier shall bear all costs associated with such recall. Any further statutory claims shall remain unaffected.

Article 12 Limitation period

(1) The limitation period for DR. KADE’s claims in respect of defects shall be 36 months, commencing upon delivery or acceptance. Where acceptance of partial services has been agreed, the limitation period shall not commence before final acceptance.

(2) Otherwise, the mutual claims of the contracting parties shall lapse in accordance with the statutory provisions.

Article 13 Intellectual property rights

(1) The supplier warrants that the goods supplied by it do not infringe any intellectual property rights of third parties in the countries of the European Union or in any other countries in which it manufactures or has the goods manufactured. The supplier shall indemnify us against all claims asserted by third parties on account of such infringement of industrial property rights and shall reimburse us for all necessary expenses incurred in connection therewith. This shall not apply if the supplier proves that it is neither responsible for the infringement of such rights nor could have been aware of it at the time of delivery when exercising the diligence of a prudent merchant.

(2) Our further statutory claims in respect of legal defects of the goods delivered to us shall remain unaffected.

Article 14 Spare parts

(1) The supplier shall be obliged to keep spare parts for the goods delivered to us in stock for a period of at least seven years.

(2) If the supplier intends to cease production of spare parts for the goods supplied to us after expiry of the period referred to in paragraph 1, it shall notify us without undue delay after deciding to cease production.

Article 15 Confidentiality and documentation

(1) The supplier shall be obliged to keep all business, operational, or technical matters that become known in connection with the business relationship confidential, even beyond its termination, and to use them solely for the purposes of the business relationship, unless such information was already known to the supplier at the time of provision, has become public knowledge, or DR. KADE has waived confidentiality. Any breach shall be subject to liquidated damages of EUR 15,000. This shall expressly not replace the statutory claim for damages.

(2) The supplier may refer to the business relationship only with the prior written consent of DR. KADE.

(3) DR. KADE reserves ownership and copyright in all documents provided within the scope of the business relationship, regardless of their form. Upon termination of the business relationship, or as soon as the documents are no longer required, they shall be returned to DR. KADE without request or destroyed with the consent of DR. KADE.

(4) When engaging third parties (e.g. subcontractors), the supplier shall impose on them the obligations set out in this Article 15.

Article 16 Data Privacy 

All personal data of the contracting party shall be processed digitally in compliance with the GDPR for the purpose of contract execution.

Article 17 Jurisdiction, applicable law

(1) These General Terms and Conditions of Purchase and the contractual relationship between the supplier and DR. KADE shall be governed by the law of the Federal Republic of Germany, with the exclusion of its rules relating to conflicts of law, of international uniform law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of jurisdiction for all disputes arising out of or in connection with this contract shall be Berlin (Germany).

(3) Side agreements, modifications, or additions shall require written form in order to be effective; the same shall apply to any waiver of the written form requirement. For the purposes of these General Terms and Conditions of Purchase, the written form shall also be deemed complied with if made by email or fax.

(4) Should any provision of these General Terms and Conditions of Purchase be or become invalid, the validity of the remaining provisions shall not be affected.

As of 23 November 2022