• These terms and conditions govern all procurement processes for materials and goods by Sanquell (hereinafter referred to as „Buyer“) from its business partners (hereinafter referred to as „Supplier“).
• They apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and for all future business transactions.
• Conflicting or deviating terms and conditions of the Supplier shall not be recognized unless the Buyer expressly agrees to them in writing.

2. Order Processing and Conclusion of Contract

• Orders must be placed in text form (e.g., email) and must be confirmed by the Supplier without delay.
• If acceptance is not received within three working days, the Buyer reserves the right to revoke the order.
• Cost estimates and the preparation of offers are generally free of charge for the Buyer.
• Additional services or supplements must be commissioned in writing by the Buyer before work begins.

3. Pricing and Payment Terms

• Prices are binding fixed prices and include all ancillary costs such as packaging, transport, insurance, and unloading at the delivery address (DDP).
• Invoices must clearly state the purchase order number and positions to ensure processing.
• Payments shall be made upon receipt of a verifiable invoice within 14 days with a 3% early payment discount (Skonto), 21 days with a 2% early payment discount (Skonto) or within 45 days net.
• Advance payments will not be made by the Buyer.

4. Delivery, Delay, and Transfer of Risk

• Agreed dates are fixed dates; in the event of foreseeable delays, the Buyer must be informed in writing immediately.
• The risk (including the risk of unloading) only passes to the Buyer upon acknowledged handover at the receiving point.
• Retention of title by the Supplier is excluded; ownership passes directly to the Buyer upon delivery.
• In the event of delivery delays, the Buyer is entitled to claim a contractual penalty of 0.2% of the net value per working day (maximum 5% of the total value).

5. Quality Assurance and Liability for Defects

• The Supplier guarantees compliance with the current state of the art as well as all relevant standards and safety regulations.
• The warranty period is 25 months from delivery.
• Obvious defects can be reported within 14 calendar days after receipt.
• The Supplier confirms the maintenance of a liability insurance policy with a minimum coverage of €2.5 million per claim.

6. Sustainability, Human Rights, and Compliance

• The Supplier commits to complying with all legal due diligence obligations regarding human rights and environmental protection in the supply chain.
• The Supplier shall actively oppose any form of corruption or unethical influence.
• The Buyer or authorized third parties are entitled to verify compliance with these standards through appropriately announced audits.
• Serious violations of these principles entitle the Buyer to terminate the contract without notice for good cause.

7. Final Provisions

• German law shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
• If the Supplier is a merchant, the place of jurisdiction shall be the registered office of Sanquell.
•  

Last updated: January 10, 2026