Standard Terms and Conditions of Purchase
The present conditions of contract are valid for the companies Pfizer Pharma GmbH, Pfizer Deutschland GmbH, Pfizer Pharma PFE GmbH, Pfizer Consumer Healthcare GmbH, Pfizer OFG Germany GmbH and Pfizer Manufacturing Deutschland GmbH (each in the following: purchaser).
2. Conclusion of Agreement
All delivered goods and provided services are subject to the following terms and conditions. Orders must be placed in writing to be valid.
Each order shall be confirmed by the supplier in writing, indicating the binding delivery date, price, and our purchase order number, insofar there is no other agreement. With the order confirmation, any drawings or other records attached to the purchase order become an integral part of the agreement. All correspondence, invoices and shipping documents must contain the purchase order number, date and the item number.
If the purchase order does not specify a price, it is non-binding until the parties have agreed on a price. Alternatively, it becomes binding if the receiving party does not object to the price indicated in the order confirmation within 5 working days.
The confirmed prices are deemed fixed prices.
4. Delivery Date
The agreed delivery period shall commence on the date of order placement. As soon as the supplier is aware that he is unable to make the delivery, in whole or in part, on the agreed date – irrespective of the cause of the delay – he shall notify the purchaser immediately, specifying the reasons and the expected duration of the delay. If such notice is given without delay, the purchaser may extend the agreed delivery period, taking into account his business requirements and legal obligations. If the supplier fails to notify the purchaser immediately, he may rescind the agreement in whole or in part without granting an extension of the delivery period. In any case, partial deliveries that have been made shall not be considered independent performance of the contract.
The place of performance is the headquarters of the companies, Pfizer Pharma GmbH, Pfizer Deutschland GmbH, Pfizer Pharma PFE GmbH, Pfizer OFG Germany GmbH and Pfizer Consumer Healthcare GmbH in Berlin or any other address specifically provided. With regard to Pfizer Manufacturing Deutschland GmbH, the place of performance is Freiburg or any other address specifically provided.
Unless otherwise agreed, the risk of the good shall pass with acceptance at the place
All shipping charges must be paid in advance where free delivery to our facilities has
been agreed. The purchaser does not pay freight charges in advance.
The purchaser has taken out insurance for transportation and for all deliveries made to him, he waives the right to insurance in accordance with the German Freight Forwarders' Standard Terms and Conditions (Allgemeine Deutsche Spediteurbedingungen, ADSp).
The supplier warrants that all consignments that are subject to an obligation to identify and mark the consignments, are duly identified and marked in accordance with the valid statutory provisions. If shipment is handled by a carrier, parcel service, or postal service, the delivery note shall be attached to the consignment. With regard to railway consignments, the delivery note shall be delivered on the date of shipment.
The information entered in the shipping documents, including, in particular, the purchase
order number, shall be sufficient to allow inspection and checking on receipt. Invoices are not deemed delivery notes.
The purchaser is obliged to inspect the delivered goods, if and to the extent that is possible within regular business operations. He shall notify the supplier of any apparent defects at the latest within one (1) month after inspection, and latent defects at the latest within one (1) month after their discovery. To this extent, the supplier waives its defence of a delayed notice of defect.
The statutory provisions governing quality defects and defects of title shall apply, unless otherwise provided herein.
These provisions shall also expressly apply to the specified quantities to be supplied and used, including items which have been obtained from sub-suppliers by the supplier.
The supplier warrants that the delivered goods or the provided services conform with the generally accepted engineering and manufacturing standards, the [German] Law on the Protection Against Hazardous Substances (Chemicals Act), the applicable rules and regulations of environmental protection, the work safety provisions and the relevant accident prevention rules and regulations of the employers’ liability insurance associations (German Berufsgenossenschaften), as applicable.
The warranty period of two (2) years commences upon the commissioning or use of the delivered goods.
The warranty period shall be extended by such period during which the defective item is unfit for use for reasons coming from the field of the supplier.
Warranty claims based on defects shall come under the statute of limitations two (2) years after the respective notice of defect, however, not prior to the expiration of the agreed warranty period.
The statute of limitations for warranty claims shall also be suspended during such period in which the supplier has not finally rejected the purchaser’s claims in writing after notice of defect has been given.
If, after due notice of defect, the supplier fails to re-perform or begin to remedy the defect, the purchaser may, in urgent cases, remove the defect(s) at the supplier’s expense or hire a third party to remedy the defect. Expenses incurred in remedying the defect may be offset or payment(s) may be withheld, even if the claim and liability have not arisen out of the same business transaction.
7. Packaging and Transportation
Supplier shall use proper (prescribed, where applicable) packaging and sufficient identification and marking. The supplier shall select the most suitable and economic means of shipment for the performance of the agreement, unless otherwise agreed. Only environmentally friendly, and, where possible, recyclable packaging materials shall be used.
8. Invoicing and Payment
Shipment invoices showing the purchaser details, the purchase order number, and the item number of the specific item must be sent for every delivery.
Invoices with German VAT have to meet the requirements of Art 14 (4) German VAT law. In particular the goods delivered or services rendered have to be described properly as well as the date of supply or date of service mentioned. Invoices not fulfilling legal requirements will be rejected.
Invoices shall be sent by separate mail and shall not be included in the consignment. Incorrectly submitted invoices shall not been accepted and the "date of receipt" shall only be that of the subsequently correctly submitted invoice.
The purchaser reserves one’s rights to involve suppliers within the e-invoicing process.
Payment periods shall commence on the date of receipt of invoice. If the ordered item or the records related to the purchase order are received after the invoice, the payment periods shall commence on such later date. Collateral expenses for which evidence in the form of force account work, time sheets, etc., must be provided will only be accepted following checking and approval. The supplier may not assign the claim to the purchase price, except with the purchaser’s prior consent. Consent shall not be withhold without cause.
In case of deduction from the purchase price the purchaser reserves the right to withhold the payment(s) until agreement on such deduction has been reached. In case of rescission the purchaser reserves the right to withhold the purchased item until the repayment of the purchase price which has already been paid. The purchaser may also withhold payment(s), if there is no legal relationship between the obligation and the claim.
Otherwise, the purchaser reserves the right to offset his claims against the supplier’s claims.
Unless otherwise agreed, the purchaser shall settle invoices by bank transfer within sixty (60) days net; if the payment is made within 14 days upon the receipt of the invoice, a discount of 3% will be deducted.
Place of fulfilment for the payments of the companies, Pfizer Pharma GmbH, Pfizer Deutschland GmbH, Pfizer Pharma PFE GmbH, Pfizer Consumer Healthcare GmbH, Pfizer OFG Germany GmbH is Berlin and Pfizer Manufacturing Deutschland GmbH the place of fulfilment is Freiburg
9. Third Party Claims
The supplier warrants that the supply, use or operation of the supplied goods or services does not infringe upon patents or other proprietary rights of third parties.
The supplier agrees – on first request – to indemnify and hold the purchaser harmless from and against any claims that may be asserted against the contractor by a third party due to an infringement upon such proprietary rights.
10. Order Documents
The supplier shall promptly supply us, free of charge and without request, with all drawings and other documentation, particularly those required for the installation, operation, and maintenance or repair of the supplied goods.
All information, drawings, designs, films, originals, etc., that are made available to the supplier for the performance of an agreement remain the purchaser’s property, and may not be reproduced, made available to third parties, or used for any other purpose. The same applies to drawings that the supplier prepares in accordance with information the purchaser has provided.
The supplier shall consider the purchase order and any related work as company confidential and shall treat same as confidential. The supplier is liable for any damages arising from a violation of the purchaser’s property and industrial property rights. Any documentation, including any copies or reproductions thereof that are made available to the supplier shall be immediately returned to the purchaser on request.
11. Legal Venue
Berlin is the exclusive venue for disputes arising out of or in connection with the purchase agreement concluded with, Pfizer Pharma GmbH, Pfizer Deutschland GmbH Pfizer Pharma PFE GmbH, Pfizer Consumer Healthcare GmbH and Pfizer OFG Germany GmbH, Freiburg is the exclusive venue for a purchase agreement with Pfizer Manufacturing Deutschland GmbH. The contractual relationship between the supplier and the purchasers shall be exclusively governed by German law.
12. General Provisions
If any provision is held to be invalid, this shall not affect the validity of the other terms and conditions.
The purchaser reserves the right to rescind an agreement if bankruptcy proceedings or judicial or extra-judicial settlement proceedings are instituted against the other party to the contract.
Any exploitation of the business relationship existing between the supplier and the contractor requires the purchasers’ written permission.
13. Anti-Corruption Program
The supplier represents and warrants that:
a. He is licensed, registered, or qualified under local law, regulations, policies, and administrative requirements to provide the goods or services in this agreement, and no regulations or other obligations prohibit it from providing such goods or services;
b. He has not and will not in the future directly or indirectly offer or pay, or authorize the offer or payment, of any money or anything of value in an effort to influence any Government Official or any other person in order for Pfizer to improperly obtain or retain business or to gain an improper business advantage, and, has not accepted, and will not accept in the future, such a payment;
c. He has been provided with a copy of Pfizer’s International Anti-Bribery and Anti-Corruption Principles and has communicated such Principles to all persons acting on its behalf in connection with work for Pfizer, including agents or subcontractors;
d. Any information provided by him to Pfizer in connection with Pfizer’s anti-corruption due diligence is complete, truthful and accurate and he agrees to inform Pfizer if any responses in the due diligence questionnaire with respect to him or any individuals identified in the due diligence questionnaire or their Family Relatives, as defined therein, change during the performance of this agreement;
e. He will (i) provide truthful and complete documentation supporting, in reasonable detail, the work performed and any expenses incurred, (ii) maintain true, accurate, and complete invoices, reports, statements, books, and other records, and (iii) secure pre-authorization in writing from Pfizer for any extraordinary expenditure; and
f. He will permit, during the term of the agreement and for three years after final payment has been made under the agreement, Pfizer’s internal and external auditors access to any relevant books, documents, papers, and records involving transactions related to the agreement. Where the agreement involves clinical studies, the contract shall include acceptable safeguards to ensure confidentiality.
Pfizer may terminate the contract if the supplier breaches any of the above Representations and Warranties. In the event of termination, the supplier shall not be entitled to any further payment, regardless of any activities undertaken or agreements entered into prior to termination, and the supplier shall be liable for damages or remedies as provided by law. Further, the supplier will indemnify and hold Pfizer harmless from any claim, liability, fine, penalty, loss or damage that arises as a result of supplier’s failure to comply with its obligations under this Agreement.
Issued on June 6, 2016
PFIZER’S INTERNATIONAL ANTI-BRIBERY AND ANTI-CORRUPTION BUSINESS PRINCIPLES
Pfizer has a long-standing policy forbidding bribery and corruption in the conduct of our business in the United States or abroad. Pfizer is committed to performing business with integrity, and acting ethically and legally in accordance with all applicable laws and regulations. We expect the same commitment from the consultants, agents, representatives or other companies and individuals acting on our behalf (“Business Associates”), as well as those acting on behalf of Business Associates (e.g., subcontractors), in connection with work for Pfizer.
Bribery of Government Officials
Most countries have laws that forbid making, offering or promising any payment or anything of value (directly or indirectly) to a Government Official when the payment is intended to influence an official act or decision to award or retain business.
“Government Official” shall be broadly interpreted and means:
(i) any elected or appointed Government official (e.g., a legislator or a member of a Government ministry);
(ii) any employee or individual acting for or on behalf of a Government Official, agency, or enterprise performing a governmental function, or owned or controlled by, a Government (e.g., a healthcare professional employed by a Government hospital or researcher employed by a Government university);
(iii) any political party officer, candidate for public office, officer, or employee or individual acting for or on behalf of a political party or candidate for public office;
(iv) any employee or individual acting for or on behalf of a public international organization;
(v) any member of a royal family or member of the military; and
(vi) any individual otherwise categorized as a Government Official under law.
“Government” means all levels and subdivisions of governments (i.e., local, regional, or national and administrative, legislative, or executive).
Because this definition of “Government Official” is so broad, it is likely that Business Associates will interact with a Government Official in the ordinary course of their business on behalf of Pfizer. For example, doctors employed by Government-owned hospitals would be considered “Government Officials.”
The U.S. Foreign Corrupt Practices Act (the “FCPA”) prohibits making, promising, or authorizing a payment or providing anything of value to a non-U.S. Government Official to improperly or corruptly influence that official to perform any governmental act or make a decision to assist a company in obtaining or retaining business, or to otherwise gain an improper advantage. The FCPA also prohibits a company or person from using another company or individual to engage in any such activities. As a U.S. company, Pfizer must comply with the FCPA and could be held liable as a result of acts committed anywhere in the world by a Business Associate.
Anti-Bribery and Anti-Corruption Principles Governing Interactions with Governments and Government Officials
Business Associates must communicate and abide by the following principles with regard to their interactions with Governments and Government Officials:
- Business Associates, and those acting on their behalf in connection with work for Pfizer, may not directly or indirectly make, promise, or authorize the making of a corrupt payment or provide anything of value to any Government Official to induce that Government Official to perform any governmental act or make a decision to help Pfizer obtain or retain business. Business Associates, and those acting on their behalf in connection with work for Pfizer, may never make a payment or offer any item or benefit to a Government Official, regardless of value, as an improper incentive for such Government Official to approve, reimburse, prescribe, or purchase a Pfizer product, to influence the outcome of a clinical trial, or to otherwise benefit Pfizer’s business activities improperly.
- In conducting their Pfizer-related activities, Business Associates, and those acting on their behalf in connection with work for Pfizer, must understand and comply with any local laws, regulations, or operating procedures (including requirements of Government entities such as Government-owned hospitals or research institutions) that impose limits, restrictions, or disclosure obligations on compensation, financial support, donations, or gifts that may be provided to Government Officials. If a Business Associate is uncertain as to the meaning or applicability of any identified limits, restrictions, or disclosure requirements with respect to interactions with Government Officials, that Business Associate should consult with his or her primary Pfizer contact before engaging in such interactions.
- Business Associates, and those acting on their behalf in connection with work for Pfizer, are not permitted to offer facilitation payments. A “facilitation payment” is a nominal payment to a Government Official for the purpose of securing or expediting the performance of a routine, non-discretionary governmental action. Examples of facilitation payments include payments to expedite the processing of licenses, permits or visas for which all paperwork is in order. In the event that a Business Associate, or someone acting on their behalf in connection with work for Pfizer, receives or becomes aware of a request or demand for a facilitation payment or bribe in connection with work for Pfizer, the Business Associate shall report such request or demand promptly to his or her primary Pfizer contact before taking any further action.
Bribery and corruption can also occur in non-Government, business to business relationships. Most countries have laws which prohibit offering, promising, giving, requesting, receiving, accepting, or agreeing to accept money or anything of value in exchange for an improper business advantage. Examples of prohibited conduct could include, but are not limited to, providing expensive gifts, lavish hospitality, kickbacks, or investment opportunities in order to improperly induce the purchase of goods or services. Pfizer colleagues are not permitted to offer, give, solicit or accept bribes, and we expect our Business Associates, and those acting on their behalf in connection with work for Pfizer, to abide by the same principles.
Anti-Bribery and Anti-Corruption Principles Governing Interactions with Private Parties and Pfizer Colleagues
Business Associates must communicate and abide by the following principles with regard to their interactions with private parties and Pfizer colleagues:
- Business Associates, and those acting on their behalf in connection with work for Pfizer, may not directly or indirectly make, promise, or authorize a corrupt payment or provide anything of value to any person to influence that person to provide an unlawful business advantage for Pfizer.
- Business Associates, and those acting on their behalf in connection with work for Pfizer, may not directly or indirectly, solicit, agree to accept, or receive a payment or anything of value as an improper incentive in connection with their business activities performed for Pfizer.
- Pfizer colleagues are not permitted to receive gifts, services, perks, entertainment, or other items of more than token or nominal monetary value from Business Associates, and those acting on their behalf in connection with work for Pfizer. Moreover, gifts of nominal value are only permitted if they are received on an infrequent basis and only at appropriate gift-giving occasions.
Reporting Suspected or Actual Violations
Business Associates, and those acting on their behalf in connection with work for Pfizer, are expected to raise concerns related to potential violations of these International Anti-Bribery and Anti-Corruption Principles or the law. Such reports can be made to a Business Associate’s primary point of contact at Pfizer, or if a Business Associate prefers, to Pfizer’s Compliance Group by e-mail at corporate.compliance[at]pfizer.com or by phone at 1-212-733-3026.