These purchasing terms and conditions (the “Terms and Conditions”) apply to all purchase Orders (“Order“) issued by Hutman Diagnostics (“HD”) and/or its affiliates, to any supplier, subcontractor or consultant (“Seller”).
These terms and conditions are an offer to whom the order is addressed to enter into a contract with HD. Terms and Conditions can be either printed on the order or available on HD website www.hutmandiagnostics.com.
Terms and conditions cover all raw materials and/or packaging, laboratory reagents and/or equipment, office material and/or equipment, subcontracting or consulting activities (“goods & services”), specified in the order and in the attachment, schedules, exhibits, requests of quotation, design, drawing or any other document provided by HD.
These terms and conditions are applicable for all orders unless a valid supply agreement has been previously signed.
1. Offer, Order and Acceptance.
HD can “request for quote” to seller who will answer by an offer. This process is part of different processes in place at HD, and can be followed by requests for samples or demonstrations, without any commitment to a firm order afterward.
An order has to be issued as soon as HD needs to purchase “goods and
services”. This order can be a simple order or can be a “blanket” (or “open”)
order followed by call off. Each call will specify quantity to be delivered as
well as the delivery date.
The order can be sent to the seller either by post, mail, fax or any other electronic means.
“Acceptance” of the order has to be done in writing and sent by post, mail, fax or any other electronic means agreed on by both parties, and latest five days after the order has been issued.
“Global Quantity” mentioned in a blanket order is provided for information purposes only, and cannot be considered as firm by the seller. In case of blanket order, call off will clearly indicate quantity and delivery date requested by HD.
By accepting an order, the seller commits to produce “goods and services” respecting local laws regarding safety and security, environment, and labour conditions in particular those relative to the employment of young people. The seller also makes the commitment to deliver “goods and services” produced according to the quality charter of HD as well as according to the product specifications accepted beforehand by both parties.
2. Prices, Invoice and payment conditions
Valid prices are those mentioned on the order. Prices are fixed and based on DDP incoterm (incoterms 2010), delivery place mentioned on order, unless of a different agreement between both parties.
In case of a blanket order (open order), valid prices are those mentioned on the blanket order, and remain valid until the conclusion of any ongoing negotiations.
If no agreement is found, the requesting party should advise the other one of its intention to pursue the blanket order, at the latest 8 (eight) days following the end of the negotiation.
All information mentioned on the order has to be reported on the invoice in order to allow identification of “goods and services delivered.
Invoice has to be sent to the address specified on the order.
Unless a specific agreement or local laws are overriding, invoices are paid at ninety (90) days date of invoice by bank transfer.
HD shall be entitled to receive two percent (2%) discount on all invoices paid with thirty (30) days.
3.1 Packaging and transport
The seller has to ship goods according to the product specification agreed between both parties, which cover all packaging specificities and special transport conditions. HD might recommend carrier and/or forwarder to be used.
The seller guarantees the accuracy and conformity of all information requested and provided to the customs authority. The seller will carry the sole responsibility for false declaration to authorities.
All shipping documents including but not limited to bill of loading, delivery note, packaging label, will refer to the order: order number, item number, delivery address, part number, and if relevant batch number, expiry date, symbols for handling and storing.
4. Specific obligation of the seller
4.1. As specialist, the seller commits to advise HD on all necessary and/or useful recommendations on how to best use “goods and services”, and in particular all information regarding security and safety of HD personnel as well as the security of the end user.
4.2. The seller makes the commitment to drive HD on the most appropriate “goods and services” to use according to its end need.
Purchasing Terms and Conditions – Revision 1 - July 2014
Purchasing Terms and Conditions