1.1  These General Terms and Conditions of Purchase (hereinafter referred to as “GPC”) shall apply to all contracts concluded by CBmed GmbH (hereinafter referred to as “CBmed”) for deliveries and services to CBmed. The GPC shall form an integral part of every contract between CBmed and theContractor (hereinafter referred to as “Contractor”), in particular also of an order placed by CBmed  on the basis of an offer made by the Contractor.

1.2  Deviating terms and conditions of the Contractor shall only apply if CBmed has expressly recognized them in writing in the individual case. This shall apply irrespective of any references by the Contractor to its own terms and conditions, which shall have no legal effect, even if CBmed does not expressly object to them. The execution of CBmed’s order by the Contractor shall be deemed as consent to the validity of these GPC.

Should there be any contradictions between the Terms and Conditions of Purchase and the order, the order shall take precedence. Should individually provisions of these Terms and Conditions of Purchase be or become legally invalid or unenforceable, this shall not affect the validity of the remaining provisions.

1.3  These GPC shall apply to all deliveries and services, in particular in the context of purchase, rental or leasing and work/services to CBmed (hereinafter referred to as “Services”).

2.1  The preparation and submission of offers by the Contractor shall be free of charge for CBmed.

2.2  Any deviations in the offer from a previous, non-binding inquiry by CBmed shall be clearly emphasized.

2.3  The cost estimates prepared by the Contractor shall be deemed binding.

2.4  The Contractor guarantees that it has prepared its offer with a view to completeness. The Contractor shall therefore expressly point out to CBmed in the offer if parts, components or (partial) services are not included in the offer which are necessary for the usability or functionality of the delivery item/service.

2.5  At CBmed’s request, the Contractor shall prove the origin of the delivery item/service and provide all documents and evidence required for this purpose.

3.1  Orders are always placed by CBmed in writing. Verbal or telephone orders as well as supplements and amendments to orders already placed shall only become binding for CBmed upon subsequent written confirmation.

3.2  The Contractor shall confirm or reject orders in writing without delay, at the latest within seven calendar days of receipt, unless they are preceded by an offer. If the order confirmation is not received by CBmed within the aforementioned period, CBmed shall no longer be bound by its order. Any deviations from the order must be clearly emphasized. An order confirmation deviating from the order shall be considered a new offer and requires written acceptance from CBmed. If there is no such confirmation and the Contractor nevertheless performs the delivery or other service, CBmed shall only accept it under the conditions set out in CBmed’s order.

4.1  The agreed prices are fixed prices and, unless expressly agreed otherwise, include packaging and transportation costs (in particular freight charges, insurance, customs duties) to the delivery address specified by CBmed. Value added tax shall be shown separately in the offer and on the invoice. Any fees or other charges shall be borne by the Contractor.

4.2  CBmed shall be entitled to withhold payments due to guarantee, warranty or other claims or to offset them against its own claims, insofar as this is provided for by law.

4.3  Payments made by CBmed shall not constitute an acknowledgement of proper performance by the Contractor or a waiver by CBmed with regard to any claims, in particular from warranty or damages.

4.4  If invoices are transmitted electronically, they shall be sent exclusively to the following address: finance@cbmed.at

If there are enclosures to an invoice (delivery bill, service reports, …), this invoice including all enclosures in ONE PDF document no larger than 12 MB.transmitted. Invoices must be sent as an attachment and not as a LINK.

5.1  The agreed delivery dates and deadlines are binding. The receipt of the delivery items at the specified delivery address or the provision of the service at the agreed place of performance shall be decisive for compliance with the delivery dates and deadlines.

5.2  If no agreement on delivery dates or deadlines has been made, the Contractor shall provide the agreed service within a reasonable period of time.

5.3  Early deliveries and partial deliveries shall only be permitted with the prior consent of CBmed. Deliveries shall be announced by telephone or e-mail at least 24 hours in advance.

5.4  If the Contractor realizes that the agreed delivery dates or deadlines cannot be met, it shall inform CBmed immediately, stating the reasons and the expected duration of the delay. This shall not release the Contractor from any obligations to pay damages.

6.1  The Contractor shall be obliged to carry out suitable outgoing inspections of the delivery items and to check them in particular for completeness, functionality and perfect condition and quality.

6.2  CBmed shall not be obliged to inspect the accepted deliveries separately. Accordingly, the application of § 377 UGB (notification of defects) is excluded.

6.3  Acceptance of a delivery and payment of the invoice shall not constitute acceptance of a delivery as being in accordance with the contract.

7.1  The Contractor undertakes to ship the goods to be delivered by it in suitable packaging and also to ensure that the packaging is as environmentally friendly as possible.

7.2  The Contractor shall indicate in the offer if special expenses or costs will arise due to the packaging regulations.

8.1  The Contractor warrants and guarantees in particular that during the warranty period the delivery items or services have the warranted characteristics and the characteristics usually assumed in trade, correspond to the latest state of the art and the technical documents and other specifications on which the order is based, and that no defects occur during the warranty period.

8.2  The Contractor further warrants that the delivery items or services comply with all applicable national and European laws, regulations and other legal provisions as well as the relevant industry standards, in particular with regard to safety regulations, rules for accident prevention, standards concerning CE conformity and labeling (to the extent required by law), employee protection regulations, environmental protection regulations, health standards, standards relating to assembly, production and distribution, etc.

8.3  Unless otherwise agreed, the warranty period shall be 24 months from delivery or acceptance in accordance with the contract, if such is provided for.

8.4  If CBmed so wishes, the Contractor shall offer as an option an extension of the warranty period to the duration requested by CBmed, up to a maximum of 5 years.

8.5  The limitation period for warranty claims shall be interrupted by written notification of a defect to the Contractor.

8.6  In the event of a guarantee or warranty claim, CBmed may, at its discretion, either demand freeof- charge improvement or replacement or a reasonable reduction in the agreed remuneration or, if the defect is not only minor, request rescission of the contract (rescission).

8.7  All costs associated with the rectification of defects (e.g. for disassembly and assembly) shall be borne by the Contractor.

8.8  If the Contractor is in default with the rectification of defects, CBmed may, after prior notification to the Contractor and setting a reasonable grace period, have defects rectified by a third party or rectify them itself and charge the necessary expenses to the Contractor.

8.9  If a defect is remedied, the warranty period for the replaced or repaired parts shall commence anew.

9.1  The Contractor’s liability shall be governed by the statutory provisions.

10.1  In the event of a dispute, the Contractor shall not have the right to withhold services or to suspend its services.

11.1  Irrespective of any other rights and claims, CBmed shall be entitled to terminate the contract to which these GPC apply with immediate effect by written notice to the Contractor and without any liability to the Contractor if:

• the Contractor breaches a material provision of the contract and/or these GPC and, if such breach is remediable, fails to remedy the breach within the grace period of maximum 14 days set by CBmed in writing despite being requested to do so; or
• the Contractor violates food law provisions or fails to take hygiene precautions that can be expected under the circumstances
• if the Contractor is in default and the agreed service has not been rendered in accordance with the contract within the grace period of a maximum of 14 days set by CBmed in writing, or if circumstances exist which make the provision of the service impossible; or
• if the assets of the Contractor or a part thereof are seized; or
• if the Contractor terminates or threatens to terminate its business activities or takes any comparable measures; or
• the Contractor fails to pay its liabilities; or
• if it turns out that a commitment made by the Contractor was incorrect at the time it was made; or
• the liquidation or dissolution of the Contractor’s company is decided or ordered, or insolvency proceedings are opened against the Contractor’s assets, insofar as termination of the contract is permissible in the latter case.

11.2  Termination or dissolution of the contract by CBmed shall not release the Contractor from any liability for damages.

12.1  The place of jurisdiction for all legal disputes arising between CBmed and the Contractor in connection with the concluded contractual relationship shall be the competent court in Graz. Notwithstanding this, CBmed shall be entitled to sue the Contractor at its general place of jurisdiction.

12.2  Austrian law shall apply exclusively, excluding the conflict of laws rules.

12.3  Should individual provisions of these GPC or the tender document be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision in a legally permissible manner.

We expect our business partners to:
• comply with all applicable laws,
• refrain from corruption,
• respect human rights,
• comply with laws against child labor,
• take responsibility for the health and safety of their employees,
• comply with the relevant national laws and international standards on environmental protection and train their employees accordingly.

We therefore expect our direct suppliers to comply with these principles themselves and also to ensure that these principles are adhered to in their own supply chain.