General Conditions of Purchase 一般采购条款

1. Definitions

1.1.“B. Braun” shall mean B. Braun Medical (Shanghai) International Trading Co., Ltd., B. Braun Avitum (Shanghai) Trading Co., Ltd., B. Braun Medical (Suzhou) Co., Ltd, B. Braun Medical (Shandong) Co., Ltd., Aesculap Academy (Suzhou) Training Co., Ltd., B. Braun Precision Medicine Technology (Shanghai) Ltd. and other affiliated companies established in China at present or in the future.


1.2 “Agreement” shall mean the binding contract formed as described in Section 2.1 herein;

1.3. "Goods" shall mean both tangible and intangible goods, including software and related documentation and packaging. References to Goods shall, where appropriate, be deemed to include Services;
“商品” 兼指有形及无形商品,包括电脑软件及相关文件和包装。当提及商品时,应酌情视为包括服务;

1.4. “Services” shall mean the services to be performed by Supplier for B. Braun under the Agreement;

1.5. “Supplier” shall mean each person or entity (including, where relevant, its Affiliates) that enters into the Agreement.

2. Acceptance

2.1. These General Conditions of Purchase, together with the relevant Purchase Order issued by B. Braun, set forth the terms under which B. Braun’ offers to purchase Goods and/or Services from Supplier. When Supplier accepts B. Braun’ offer, either by acknowledgement, delivery of any Goods and/or commencement of performance of any Services, a binding contract shall be formed. Such Agreement is limited to these General Conditions of Purchase as specified on the face and reverse of this document, the relevant Purchase Order and any attachments. B. Braun does not agree to any proposed amendment, alteration, or addition by Supplier. The Agreement can be varied only in writing signed by B. Braun. Any other statement or writing of Supplier shall not alter, add to, or otherwise affect the Agreement.

2.2. B. Braun is not bound by and hereby expressly rejects Supplier’s general conditions of sale and any additional or different terms or provisions that may appear on any proposal, quotation, price list, acknowledgment, invoice, packing slip or the like used by Supplier. Course of performance, course of dealing, and usage of trade shall not be applied to modify these General Conditions of Purchase.

2.3. All costs incurred by Supplier in preparing and submitting any acceptance of B. Braun’ offer shall be for the account of Supplier.

3. Time of the Essence

Time is of the essence and all dates referred to in the Agreement shall be firm. In the event that Supplier anticipates any difficulty in complying with any delivery date or any of its other obligations under the Agreement, Supplier shall promptly notify B. Braun in writing.

4. Delivery of Goods

4.1. Unless expressly agreed otherwise in writing, all Goods shall be delivered to the final destination designated by B. Braun.

4.2. Completion of Delivery shall not constitute acceptance of the Goods.

4.3. Supplier shall, concurrently with the delivery of the Goods, provide B. Braun with copies of all applicable licenses. Each delivery of Goods to B. Braun shall include a packing list which contains at least (i) the applicable order number, (ii) the B. Braun part number, (iii) the quantity shipped, and (iv) the date of shipment.

4.4. Supplier shall make no partial delivery or delivery before the agreed delivery date(s). B. Braun reserves the right to refuse delivery of Goods and return same at Supplier’s risk and expense if Supplier defaults in the manner and time of delivery or in the rate of shipment. B. Braun shall not be liable for any costs incurred by Supplier related to production, installation, assembly or any other work related to the Goods, prior to delivery in accordance with the Agreement.

4.5. Any design, manufacturing, installation or other work to be performed by or on behalf of Supplier under the Agreement shall be executed with good workmanship and using proper materials.

4.6. Supplier shall pack, mark and ship the Goods in accordance with sound commercial practices and B. Braun’ specifications in such manner as to prevent damage during transport and to facilitate efficient unloading, handling and storage, and all Goods shall be clearly marked as destined for B. Braun. Supplier shall be responsible for any loss or damage due to its failure to properly preserve, package, handle  or pack the Goods before delivery; B. Braun shall not be required to assert any claims for such loss or damage against the common carrier involved.

5. Changes to Goods

Supplier shall not, without prior written consent of B. Braun, make any changes affecting Goods, including process or design changes, changes to manufacturing processes (including geographic location) changes affecting electrical performance, mechanical form or fit, function, environmental compatibility, chemical characteristics, life, reliability or quality of Goods or changes that could have significant impact upon Supplier’s quality system.

6. Performance of Services

6.1. Supplier shall perform the Services with due skill and care, using the proper materials and employing sufficiently qualified staff.

6.2. Supplier shall be fully liable for the acts and omissions of any and all third parties with which it has contracted in connection with the Services.

6.3. Only written confirmation by B. Braun shall constitute acceptance of the Services performed.

7. Inspection, Testing, Rejection of Goods

7.1. Inspection, testing of or payment for the Goods by B. Braun shall not constitute acceptance. Inspection or acceptance of or payment for the Goods by B. Braun shall not release Supplier from any of its obligations, representations or warranties under the Agreement.

7.2. B. Braun may, at any time, inspect the Goods or the manufacturing process for the Goods. If any inspection or test by B. Braun is made on the premises of Supplier, Supplier shall provide reasonable facilities and assistance for the safety and convenience of B. Braun’s inspection personnel.

7.3. If B. Braun does not accept any of the Goods or Services, B. Braun shall promptly notify Supplier of such rejection, and Section 11 below shall apply. Within two (2) weeks from such notification, Supplier shall collect the Goods from B. Braun at its own expense or shall promptly perform the Services in accordance with B. Braun’ instructions. If Supplier does not collect the Goods within said two (2) week period, B. Braun may have the Goods delivered to Supplier at Supplier's cost, or with the Supplier’s prior consent destroy the Goods, without prejudice to any other right or remedy B. Braun may have under the Agreement or at law. Goods or Services not accepted but already paid by B. Braun shall be reimbursed by Supplier to B. Braun and B. Braun shall have no payment obligation for any Good or Service not accepted by B. Braun.

7.4. If, as a result of sampling inspection, any portion of a lot or shipment of like or similar items is found not to conform to the Agreement, B. Braun may reject and return the entire shipment or lot without further inspection or, at its option, complete inspection of all items in the shipment or lot, reject and return any or all nonconforming units (or accept them at a reduced price) and charge Supplier the cost of such inspection.

8. Prices; Payment

8.1. Unless provided otherwise in the Purchase Order, title in the Goods shall pass to B. Braun at the time risk is transferred to B. Braun.

8.2. All prices quoted in the Agreement shall be fixed prices. Supplier warrants that such prices are not in excess of the lowest prices charged by Supplier to other similarly situated customers for similar quantities of Goods or Services of like kind and quality.

8.3. All prices exclude value added tax (VAT).

8.4. Any license fees shall be included in the price.

8.5. Subject to the acceptance of the Goods and/or Services by B. Braun, and unless provided otherwise in the Purchase Order, payment shall be made within sixty (60) days from the receipt of the correct invoice in accordance with 8.3 in the proper form.

8.6. If Supplier fails to fulfill any of its obligations under the Agreement, B. Braun may suspend payment to Supplier upon notice to Supplier. 

8.7. B. Braun and any of its Affiliates shall at all times have the right to set-off any amounts that any B. Braun Affiliate owes to Supplier or its Affiliates under this Agreement with any amounts that Supplier or its Affiliates owes to any Affiliate of B. Braun under the Agreement or any other agreement. Supplier unconditionally accepts all payments by way of setting off amounts between Supplier and its Affiliates and any company of the B. Braun Group. 

8.8. Supplier acknowledges and agrees that any amount to be paid by B. Braun to Supplier may be paid on B. Braun’ behalf by another Affiliate of B. Braun and/or a third party designated by B. Braun. Supplier shall treat such payment as if it were made by B. Braun itself and B. Braun’ obligation to pay to Supplier shall automatically be satisfied and discharged in the amount paid by such entity or third party.

9. Warranty

9.1. Supplier represents and warrants to B. Braun that:

(a)   all Goods are suitable for the intended purpose and shall be new, merchantable, of good quality and free from all defects in design, materials, construction and workmanship;

(b)   all Goods strictly comply with the specifications, approved samples and all other requirements under the Agreement;

(c)   all required licenses in relation to the Goods are and shall remain valid and in place, that the scope of such licenses shall properly cover the intended use of the Goods and all such licenses shall include the right to transfer and the right to grant sublicenses;

(d)   all Goods shall be free from any and all liens and encumbrances; (i) all Goods have been designed, manufactured and delivered, and all Services have been provided in compliance with all applicable laws (including labor laws), regulations; (ii) Goods and Services are provided with and accompanied by all information and instructions necessary for proper and safe use;
所有商品应无任何及全部留置权或其他权利负担: (i) 所有商品之设计、制造和交付及服务之提供,均应符合相关法律法规 (包括劳动法规) (ii) 商品和服务应附有正确安全使用之说明书及信息;

e) the Goods will be accompanied by written and detailed specifications of the composition and characteristics of the Goods, to enable B. Braun to transport, store, process, use and dispose of such Goods safely and in compliance with law.

f) all Goods do not violate or infringe any third party domestic or foreign patent, copyright (including portrait rights and moral rights), trade secret, trademark or other intellectual property rights.

9.2. These warranties are not exhaustive and shall not be deemed to exclude any warranties set by law, Supplier’s standard warranties or other rights or warranties which B. Braun may be entitled to. These warranties shall survive any delivery, inspection, acceptance, payment or resale of the Goods, and shall extend to B. Braun and its customers. Acceptance of, or payment for, all or any part of the Goods or Services furnished under the Agreement shall not be deemed to be a waiver of B. Braun’ right to cancel or return or reject all or any part thereof because of failure to conform to order or by reason of defects, latent or patent, or other breach of warranties, or to make any claim for damages, including manufacturing costs and loss of profits or other special damages incurred by B. Braun.

9.3. Without prejudice to any other rights accruing under the Agreement or law, the warranties set forth in Article 9.1 will subsist for a period of thirty-six (36) months from the date of delivery as per Clause 4.2, or such other period as agreed in the Agreement (the “Warranty Term”). Goods repaired or replaced within the Warranty Term are warranted for the remainder of the original Warranty Term of said Goods, or twelve (12) months following the delivery date of such repaired or replaced Goods, whichever is longer.

10. Open Source Software Warranty

Unless the inclusion of same is specifically authorized in writing by duly authorized officers of B. Braun and unless otherwise stated in the Agreement, Supplier represents and warrants that the Goods do not include any portion of any Open Source Software. As used herein, “Open Source Software” shall mean:

(a)  any software that requires as a condition of use, modification and/or distribution of such software, that such software:

    (i) be disclosed or distributed in source code form;

    (ii) be licensed for the purpose of making derivative works;

    (iii)may only be redistributed free from enforceable intellectual  property rights; and/or

(b) any software that contains, is derived from, or statically or dynamically links to, any software specified under 10(a).

11. Non-conformity of Goods or Services

11.1. If any Goods or Services are defective or otherwise do not conform to the requirements of the Agreement, B. Braun shall notify Supplier and may, without prejudice to any other right or remedy available to it under the Agreement or at law, at its sole discretion:

(a) claim a full refund of the price paid to Supplier; or

(b) require Supplier promptly to remedy the non-conformance or to replace the nonconforming Goods with Goods meeting the specifications.

11.2. Supplier shall bear all cost of repair, replacement and transportation of the nonconforming Goods, and shall reimburse B. Braun in respect of all costs and expenses (including, without limitation, inspection, handling and storage costs) reasonably incurred by B. Braun in connection therewith.

11.3. Risk in relation to the nonconforming Goods shall pass to Supplier upon the date of notification thereof.

12. Ownership and Intellectual Property

12.1. All machinery, tools, drawings, specifications, raw materials and any other property or materials furnished to Supplier by or for B. Braun, or paid for by B. Braun, for use in the performance of the Agreement, shall be and remain the sole exclusive property of B. Braun and shall not be furnished to any third party without B. Braun’ prior written consent, and all information with respect thereto shall be confidential and proprietary information of B. Braun. In addition, any and all of the foregoing shall be used solely for the purpose of fulfilling orders from B. Braun, shall be marked as owned by B. Braun, shall be held at Supplier’s risk, shall be kept in good condition and, if necessary, shall be replaced by Supplier at Supplier’s expense, shall be subject to periodic inventory check by Supplier as reasonably requested from time to time by B. Braun, and shall be returned promptly upon B. Braun’ first request.  Except as otherwise expressly agreed in writing, Supplier agrees to furnish at its own expense all machinery, tools, and raw materials necessary to perform its obligations under the Agreement.

12.2.  Supplier represents and warrants to B. Braun that the Goods and Services do not and shall not, alone or in any combination, infringe or violate any patent, trademark, copyright (including portrait rights and moral rights), trade name, trade secret, license or other proprietary right of any other party (including Supplier’s employees and subcontractors), and (ii) that it holds all rights, title and interest necessary to license to B. Braun any intellectual property right (including patents, trademarks, copyrights, trade names, trade secret, licenses or other proprietary right) of every component of the Goods and/or Services provided to B. Braun, as a whole or as integrated part of another Good/Service, including but not limited to machinery, tools, drawings, designs, software, demos, moulds, specifications or pieces.

12.3. B. Braun shall retain all rights in any samples, data, works, materials and intellectual and other property provided by B. Braun to Supplier. All rights in and titles to deliverables (including future deliverables) and other data, reports, works, inventions, know-how, software, improvements, designs, devices, apparatus, practices, processes, methods, drafts, prototypes, products and other work product or intermediate versions thereof produced or acquired by Supplier, its personnel or its agents for B. Braun under the Agreement (the “Work Product”) shall become B. Braun’ property. Supplier shall execute and deliver any documents and do such things as may be necessary or desirable in order to carry into effect the provisions of this Clause 12.3.

12.4. Supplier shall not have any right, title or interest in or to any of B. Braun’ samples, data, works, materials, trademarks and intellectual and other property nor shall the supply of Goods and/or Services alone or in any combination, or the supply of packaging containing B. Braun'  trademarks or trade names give Supplier any right or title to these or similar trademarks or trade names. Supplier shall not use any trademark, trade name or other indication in relation to the Goods or Services alone or in any combination without B. Braun’ prior written approval and any use of any trademark, trade name or other indication as authorized by B. Braun shall be strictly in accordance with the instructions of and for the purposes specified by B. Braun.

12.5. Supplier shall not, without B. Braun' prior written consent, publicly make any reference to B. Braun, whether in press releases, advertisements, sales literature or otherwise.

13. Intellectual Property Indemnification 

13.1.  Supplier shall indemnify and hold harmless B. Braun, its Affiliates, agents and employees and any person selling or using any of B. Braun’ products in respect of any and all claims, damages, costs and expenses (including but not limited to loss of profit and reasonable attorneys’ fees) in connection with any third party claim that any of the Goods or Services alone or in any combination or their use infringes any patent, trademark, copyright (including portrait rights and moral rights), trade name, trade secret, license or other proprietary right of any other party or any intellectual property right, or, if so directed by B. Braun, shall defend any such claim at Supplier’s own expense.
若任何第三人主张任何商品或服务本身或其任何组合或其使用侵犯他人的任何专利、商标、著作权(包括肖像权及人格权)、商号、商业秘密、许可或其他专属权利或任何知识产权,供应商应赔偿贝朗、其关联方、代理人、员工及销售或使用任何贝朗产品的任何人因此面临的任何及全部索赔、损害、成本及费用(包括但不限于利润损失及合理的律师费用) ,或依贝朗的指示,应就任何上述索赔进行抗辩并负担相关费用。

13.2. B. Braun shall give Supplier prompt written notice of any such claim, provided, however, any delay in notice shall not relieve Supplier of its obligations hereunder except to the extent it is prejudiced by such delay. Supplier shall provide all assistance in connection with any such claim as B. Braun may reasonably require.

13.3. If any Goods or Services alone or in any combination, supplied under the Agreement are held to constitute an infringement or if their use is enjoined, Supplier shall, as directed by B. Braun, but at its own expense: either

(a) procure for B. Braun or customers the right to continue using the Goods or Services alone or in any combination; or

(b) replace or modify the Goods or Services alone or in any combination with a functional, non-infringing equivalent.

13.4. If Supplier is unable either to procure for B. Braun the right to continue to use the Goods or Services alone or in any combination or to replace or modify the Goods or Services alone or in any combination in accordance with the above, B. Braun may terminate the Agreement and upon such termination, Supplier shall reimburse to B. Braun the price paid, without prejudice to Supplier's obligation to indemnify B. Braun as set forth herein.

14. Indemnification

Supplier shall indemnify and hold harmless B. Braun, its Affiliates, agents and employees and anyone selling or using any of B. Braun’ products, from and against all suits, actions, legal or administrative proceedings, claims, demands, damages, judgments, liabilities, interest, attorneys’ fees, costs and expenses of whatsoever kind or nature (including but not limited to special, indirect, incidental, consequential damages), whether arising before or after completion of the delivery of the Goods or performance of the Services covered by the Agreement, in any manner caused or claimed to be caused by the acts, omissions, faults, breach of express or implied warranty, breach of any of the provisions of this Agreement, or negligence of Supplier, or of anyone acting under its direction or control or on its behalf, in connection with Goods or Services furnished by Supplier to B. Braun under the Agreement.

15. Compliance

Supplier shall at all times comply with all laws, rules, regulations, and ordinances applicable to the Agreement, including, but not limited to, all fair labor, equal opportunity, environmental compliance and anti-bribery laws, rules, regulations, and ordinances. Supplier shall furnish to B. Braun any information required to enable B. Braun to comply with any applicable laws, rules, and regulations in its use of the Goods and Services.

15.1 Compliance Policy: Vendor agrees to comply with all applicable national and international laws and regulations, including the International Labour Organization (the “ILO”), industry standards, and all other relevant statutory requirements whichever requirements impose the highest standards of conduct. Vendor further agrees to comply with all ethical standards and B. BRAUN’s policy applicable in the performance of this Agreement.
合规政策:供应商同意遵守所有适用的国家和国际法律和法规,包括国际劳工组织("ILO")、行业标准以及所有其他相关法定要求,只要这些要求规定了最高行为标准。供应商还同意在履行本协议时遵守所有道德标准和B. BRAUN的政策。

15.2 Data Privacy: Vendor must abide by applicable data privacy laws and regulations when handling personal information and shall immediately report to B. Braun of any unauthorized use, disclosure, or loss of personal information relating to B. Braun.
数据隐私:供应商在处理个人信息时必须遵守适用的数据隐私相关的法律法规,并应立即向B. Braun报告任何与B. Braun有关的个人信息的未授权使用、披露或丢失。

15.3 Fair Competition: Vendor shall comply with laws and regulations on fair competition.

15.4 Environment, Health and Safety: Vendor shall comply with all applicable laws and regulations regarding environment, health and safety. Vendor must work in a way that assures their own safety and the safety of others and in compliance with applicable environmental, health and safety requirements and to report promptly to B. BRAUN any incident that may impact B. BRAUN or the business conducted by the Vendor.
环境、健康和安全:供应商应遵守有关环境、健康和安全的所有适用法律和法规。供应商必须以确保其自身及他人安全的方式工作,并遵守适用的环境、健康及安全要求,并及时向B. BRAUN报告任何可能影响B. BRAUN或供应商所开展业务的事件。

15.5 Dealing with Government Officials: Vendor is prohibited from directly or indirectly paying anything of value to a government official in order to (a) win or retain business or to improperly influence the act or decision of any government official, political party, candidate for political office, or official of a public international organization; (b) gain an improper advantage; or (c) illegally influence the action of any individual, customer, company, or company representative.

15.6 No Gift Policy: In addition, notice is hereby given to the Vendor that B. BRAUN does not require and expressly prohibits any payments, gifts or gratuities to be made to any employees of B. Braun.
禁止送礼政策。此外,特此通知供应商,B. BRAUN明确禁止向B. Braun的任何雇员支付任何款项、礼物或酬金。

16. Personal Data

16.1. Where Supplier in the performance of the Agreement processes personal data (as defined by applicable law) of B. Braun’ employees, contractors or business partners (hereafter collectively referred to as “Personal Data”), then Supplier agrees and warrants that Supplier shall:

(a)    comply with all privacy and data protection law and regulations applicable to its Services;

(b)    process Personal Data only insofar necessary for the Services rendered to B. Braun and as permitted or required by law;

(c)    keep the Personal Data confidential;

(d)    take appropriate technical, physical and organizational security measures to protect the Personal Data against loss, unauthorized or unlawful processing; and

(e)    promptly inform B. Braun of any actual or suspected security incident involving the Personal Data.

16.2. To the extent that Supplier allows a (sub)contractor to process the Personal Data, Supplier shall ensure that it binds such (sub)contractor to obligations which provide a similar level of protection as this Clause 16.

16.3. Supplier shall, upon the termination of the Agreement, securely erase or destroy all records or documents containing the Personal Data. Supplier accepts and confirms that it is solely liable for any unauthorized or illegal processing or loss of the Personal Data, if Supplier fails to erase or destroy the Personal Data upon termination of the Agreement.

16.4 Supplier shall indemnify and hold harmless B. Braun, their officers, agents and personnel from any damages, fines, losses and claims arising out of a breach of Clauses 16.1, 16.2 and 16.3.

17. Export Controls Compliance

17.1 Supplier agrees and warrants that it will comply with all applicable international and national export control laws and regulations and it will not export or re-export, directly or indirectly, any information, goods, software and/or technology to any country for which the European Union or the United States of America or any other country, at the time of export or re-export, requires an export license or other governmental approval, without first obtaining such license or approval.

17.2 Supplier agrees to inform B. Braun in writing whether or not the supplied information, goods, software and/or technology is US controlled and/or controlled under the export control laws of its own country, and if so, Supplier will inform B. Braun about the extent of the restrictions (including but not limited to export control legal jurisdiction, export control classification numbers, export control licenses and/or CCATS as applicable).

17.3  Supplier shall obtain all international and national export licenses or similar permits required under all applicable export control laws and regulations and shall provide B. Braun with all information required to enable B. Braun and its customers to comply with such laws and regulations.

17.4 Supplier agrees to indemnify and hold B. Braun harmless from any claims, liabilities, penalties, forfeitures, and associated costs and expenses (including attorney’s fees), which B. Braun may incur due to Supplier’s non-compliance with applicable laws, rules and regulations. Supplier agrees to notify B. Braun promptly of Supplier’s receipt of any such notice of a violation of any export control related law, rule or regulation, which may affect B. Braun.

18. Customs Compliance

18.1  On an annual basis, or upon earlier request of B. Braun, Supplier shall provide B. Braun with a supplier declaration of origin in relation to the Goods sufficient to satisfy the requirements of (i) the customs authorities of the country of receipt, and (ii) any applicable export licensing regulations. Dual-use Goods, or otherwise classified Goods supplied by Supplier should be clearly identified by their classification code.
供应商应每年或依贝朗提出的更早要求,提供给贝朗适当之证明书证明商品产地,以满足:(i) 进口国海关机关,和(ii) 任何相关出口许可法规的要求。供应商所提供的双重用途商品或属于其他分类的商品应通过其分类号予以明示。

18.2  For all Goods that qualify for application of Regional or Free Trade Agreements, General Systems of Preference or other preferential arrangements, it is the responsibility of the Supplier to deliver products with the appropriate documentary evidence (e.g. Supplier’s declaration, preferential origin certificate/invoice declaration) to confirm the preferential origin status.

18.3  Supplier shall mark every Good (or the Good’s container if there is no room on the Good itself) with the country of origin. Supplier shall, in marking the Goods, comply with the requirements of the customs authorities of the country of receipt. If any Goods are imported, Supplier shall when possible allow B. Braun to be the importer of record. If B. Braun is not the importer of record and Supplier obtains duty drawback rights to the Goods, Supplier shall, upon B. Braun request, provide B. Braun with documents required by the customs authorities of the country of receipt to prove importation and to transfer duty drawback rights to B. Braun.

19. Anti-Bribery

Supplier warrants and commits that, Supplier and its work team will strictly comply with China's anti-bribery anti-unfair competition law and relevant laws and regulations during the provisions of services in accordance with this Agreement, and shall not engage in any activities in violation of relevant laws and regulations. The supplier itself shall not and shall urge its representatives, employees, partners or subcontractors not, directly or indirectly, give any government institution  and government officials remuneration, gifts and any other items of value or interests, or give B. Braun staff remuneration, gifts and any other items of value or interests secretly, or engage in any other activities, which are in violation of China anti-bribery or anti- unfair competition laws and regulations, to obtain and retain the business or keep unfair business advantage with B. Braun.

Supplier warrants that the invoices and other records provided by the Supplier and its representatives shall be true and accurate, and can provide a comprehensive and accurate description of the nature of the goods / services provided or fees received.

20. Limitation of Liability

20.1. Neither Party excludes or limits its liability for death or personal injury arising from its own negligence, fraud, or for any liability that cannot by law be excluded or limited.

20.2 Subject to Clause 20.1, IN NO EVENT SHALL B. BRAUN BE LIABLE under ANY THEORY OF LIABILITY, FOR indirect, incidental, special, consequential OR PUNITIVE damages, which includes without limitation damages for lost profits or revenues, LOST BUSINESS OPPORTUNITIES, LOSS OF IMAGE OR LOST DATA, EVEN IF B. BRAUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES and in no event shall B. Braun be liable to Supplier, its successors or assigns for damages in excess of the amount due to Supplier for complete performance under the Agreement, less any amounts already paid to Supplier by B. Braun.

21. Force Majeure

In the event that Supplier is prevented from performing any of its obligations under the Agreement for reason of force majeure (being an event unforeseeable and beyond the control of Supplier)    and Supplier has provided sufficient proof for the existence of the force majeure, the performance of the obligation concerned shall be suspended for the duration of the force majeure. B. Braun shall be entitled to terminate the Agreement with immediate effect by written notice to Supplier, immediately if the context of the non-performance justifies immediate termination, or in any event if the circumstance constituting force majeure endures for more than thirty (30) days and, upon such notice, Supplier shall not be entitled to any form of compensation in relation to the termination. Force majeure on the part of Supplier shall in any event not include shortage of personnel or production materials or resources, strikes, not officially declared epidemic or pandemic, breach of contract by third parties contracted by Supplier, financial problems of Supplier, nor the inability of Supplier to secure the necessary licenses in respect of software to be supplied or the necessary legal or administrative permits or authorizations in relation to the Goods or Services to be supplied.

22. Suspension and Termination

22.1. Without prejudice to any other right or remedy available to B. Braun under the Agreement or at law, B. Braun shall be entitled at its discretion to suspend the performance of its obligations under the Agreement in whole or in part or to terminate the Agreement in whole or in part by means of written notice to Supplier in the event that:

(a) Supplier files a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, assignment for the benefit or creditors or similar proceeding;

(b) Supplier becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding;

(c) Supplier ceases or threatens to cease to carry on business in the ordinary course;

(d) Supplier breaches any of its obligations under the Agreement or B. Braun’, in its reasonable discretion, determines that Supplier cannot or shall not deliver the Goods or perform the Services as required, or

(e) Supplier fails to provide adequate assurance of performance following request by B. Braun.

22.2. B. Braun shall not be liable to Supplier by virtue of such termination.

23. Confidentiality

23.1. Supplier shall treat all information provided by or on behalf of B. Braun or generated by Supplier for B. Braun under the Agreement as confidential. All such information shall be used by Supplier only for the purposes of the Agreement. Supplier shall protect B. Braun’ information using not less than the same degree of care with which it treats its own confidential information, but at all times shall use at least reasonable care. All such information shall remain the property of B. Braun and Supplier shall, upon B. Braun’ demand, promptly return to B. Braun all such information and shall not retain any copy thereof.

23.2. The existence and the contents of the Agreement shall be treated as confidential by Supplier.

24. Miscellaneous

24.1. Supplier will maintain comprehensive or commercial general liability insurance (including products liability, property damage and personal injury liability, and any other liability as may be requested by B. Braun) with, unless otherwise agreed by B. Braun, a minimum limit of five million Euro for claims of bodily injury, including death, and any other damages that may arise from use of the Goods or Services or acts or omissions of Supplier under the Agreement. Such insurance policies will be written with appropriately licensed and financially responsible insurers. Supplier shall inform B. Braun of any cancellation or reduction in coverage with a minimum of 30 days prior written notice. Certificates of insurance evidencing the required coverage and limits and insurance policies shall be furnished to B. Braun upon B. Braun‘request.

24.2. Supplier shall provide Goods and render Services hereunder as an independent contractor and not as an agent of B. Braun and nothing contained in the Agreement is intended to create a partnership, joint venture or employment relationship between the parties irrespective of the extent of economic dependency of Supplier on B. Braun.

24.3.  Supplier shall not subcontract, transfer, pledge or assign any of its rights or obligations under the Agreement without the prior written consent of B. Braun. Any such pre-approved subcontracting, transfer, pledge or assignment shall not release Supplier from its obligations under the Agreement.

24.4. The rights and remedies reserved to B. Braun are cumulative and are in addition to any other or future rights and remedies available under the Agreement, at law or in equity.

24.5. Supplier shall provide B. Braun written notice of all product discontinuances twelve (12) months prior to the last order date, including as a minimum B. Braun part numbers, substitutions, and last order and shipment dates.

24.6. Neither the failure nor the delay of B. Braun to enforce any provision of the Agreement shall constitute a waiver of such provision or of the right of B. Braun to enforce each and every provision of the Agreement. No course or prior dealings between the parties and no usage of the trade shall be relevant to determine the meaning of the Agreement. No waiver, consent, modification or amendment of the terms of the Agreement shall be binding unless made in a writing specifically referring to the Agreement signed by B. Braun and Supplier.

24.7. In the event that any provision(s) of these General Conditions of Purchase and of the Agreement shall be held invalid, unlawful or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, such holding or action shall not negate the validity or enforceability of any other provisions of the Agreement. Any such provision held invalid, unlawful or unenforceable, shall be substituted by a provision of similar import reflecting the original intent of the clause to the extent permissible under applicable law.

24.8. All terms and conditions of the Agreement which are destined, whether express or implied, to survive the termination or the expiration of the Agreement, including but not limited to Warranty, Intellectual Property, Confidentiality and Personal Data, shall survive.

24.9. The Agreement shall be governed by and construed in accordance with the laws of People’s Republic of China.

24.10. Any dispute arising from or in connection with this Agreement shall be resolved through amicable consultation . In case consultation fails, such dispute shall be submitted to the court where B. Braun locates for settlement.

This General Conditions of Purchase are attached to the purchase agreement or order signed between the Vendor and B. Braun. The vendor hereby acknowledges that by signing the purchase agreement or order, the supplier has received, read, fully understood and will obey the Gerneral Conditions of Purchase of B. Braun, and to fully comply with the said agreement during the provision of products/services to B. Braun.