Purchase Order Terms and Conditions

1. Definitions

The term “VWR” or “Purchaser” shall refer to VWR Singapore Pte. Ltd., and its divisions, subsidiaries, and affiliates. The term “Supplier” shall refer to the vendor designated on the face of this Purchase Order and shall also include Supplier’s employees, subcontractors, independent contractors and all other persons performing any type of work under the Purchase Order. The term “Product” or “Products” shall refer to the materials, supplies, items, services and equipment covered by the Purchase Order. The term “Agreement” shall refer to an accepted purchase order which will then be subject to the terms and conditions set forth herein.

2. Acceptance of Purchase Order

The Purchase Order will be binding upon Supplier once accepted and acknowledged by the Supplier. The communication of acceptance of each Purchase Order shall be made to VWR within seven (7) days of the receipt of the Purchase Order failing which the Purchase Order will be deemed to be accepted and binding on the Supplier. No variation of these terms and conditions will be binding upon Purchaser unless agreed to in writing by an officer or other authorized representative of the Purchaser.

3. Changes

VWR reserves the right at any time to change a Purchase Order in writing, and if such change causes an increase or decrease in price or delivery of Products, an equitable written adjustment shall be made.

Any changes to scope, pricing, or timelines must be agreed amongst the parties in writing through an amendment to the Purchase Order or change order prior to execution.

4. Entire Agreement

Each Purchase Order issued by Purchaser, including these terms and conditions which are incorporated into each Purchase Order, as well as any specifications, exhibits or amendments that may be referred to or attached to that Purchase Order, sets forth the complete and final agreement between the parties and supersede any and all prior written communications relating thereto.

5. Grant of Distributorship

For Products purchased under this Agreement, VWR shall have the non-exclusive right to transfer, promote, market, re-sell and distribute the Products throughout the world (the “Territory”). VWR shall not be prohibited from promoting, marketing, reselling and distributing other articles, including ones that compete with the Products, whether in the Territory or otherwise. VWR shall have the right to appoint sub-distributors to promote, market, resell and distribute the Products in the Territory.

6. Price. 

Supplier agrees to sell the Products to VWR at the price(s) set forth on the purchase order or the price set forth in a distribution agreement between the parties that specifies it is governed by these terms and conditions. Supplier shall be responsible for all domestic, foreign, state or local sales, use, value added or other taxes (excluding VWR’s income and franchise taxes) as well as custom duties, tariffs, levies fees or other charges.

All invoices issued by Supplier shall comply with all applicable statutory requirements and shall clearly state the reference of the relevant Purchase Order to be eligible for payment by VWR.

7.Packaging of Products

Supplier shall be solely responsible to ensure suitable, secure and transport worth packing of all goods supplied against each Purchase Order, packing list must accompany each consignment. Supplier shall be responsible for all labeling, marking and warnings required on the packaging of goods as per law.

8. Quality

a) Management of change:

i. If the Supplier and Purchaser have mutually agreed upon the Standard Testing Procedure of specifications for the Products, the said Standard Testing Procedure is binding on the Purchaser and is to be strictly followed by the Supplier. Any change in Standard Testing Procedure by Supplier will be duly approved by the Purchaser as per Management of Change process as mentioned in Clause (ii) below

ii. The Supplier shall implement the process to track and monitor the change in system and manufacturing/testing process. The Supplier shall intimate and take written consent of the Purchaser prior to making any change with respect to the vendors, process of production, Standard Testing Procedure, etc. It is hereby clarified that such change should in no manner affect the quality of the Product in an adverse or negative manner.

b) The supplier shall provide a quality compliance certificate in terms of the specifications agreed along with each supply.

c) The Supplier shall retain and maintain a control sample from each consignment of this Purchase Order served with all supporting documents of that control sample for a minimum period of 2 (two) years or the shelf life of the Product, whichever is higher. All Control Samples along with necessary documentations with balance Control Sample Period will be handed over to the Purchaser within 10 (ten) days of such request made by the Purchaser. Further, the Supplier shall maintain and keep all documents pertaining to quality assurance and testing of the Products and furnish to the Purchaser as and when required.

d) Goods supplied against this Purchase Order shall, in all respects, confirm the descriptions given in each Purchase Order and the approved samples specifications. Supplier shall provide all the relevant documentation as may be required by VWR including Certificate of Analysis (CoA) during or upon the shipment of goods. VWR or shall have the right to reject the goods that are not confirming to the specifications / standards / approved samples, and such goods will be rejected within a period of three weeks from the delivery of the goods by serving a written notice on the Supplier. Thereafter the Supplier shall inspect and evaluate the condition of the goods after the said rejection and provide its initial response within 7 (seven) days and official report on said rejection within 30 (thirty) days of the written notice.

(i) In case of difference of opinion between the Supplier and VWR with regard to the goods, then such goods shall be referred to an independent expert of an independent laboratory for testing the same. The finding of such independent expert of an independent laboratory shall be final and binding on the Supplier and VWR. The cost of such laboratory analysis shall be to the account of the party in default.

(ii) In the event the Supplier is in agreement regarding the non-confirming quality of the rejected goods then the same shall be removed within a period of 7(seven) days from the receipt of the notice of rejection from the place of business of VWR at the cost of the Supplier. In case any specific agreement is executed between Supplier and VWR, then terms and conditions regarding the removal of the rejected goods will prevail.

e) Supplier shall replace the rejected Products within a period of 10 (ten) days from the acceptance of non- conformance by the Supplier or upon such finding by independent expert without any additional cost to the Purchaser.

9. Inspection, Audit and Acceptance

VWR or its customers shall have a reasonable opportunity to inspect and audit the Products after receipt at the destination. Further, VWR reserves the right to either physically or virtually verify or audit the records of Supplier relevant to each specific Purchase Order to ensure compliance with statutory and contractual obligations. Any inspection by VWR or VWR’s customers does not relieve Supplier of any obligations or liabilities under this Agreement. If any Products do not meet all of the requirements of this Agreement, VWR shall have the right to reject such Products at Supplier’s expense. Payment for any Products shall not be deemed an acceptance thereof.

10. Ownership of Proprietary Rights

Supplier hereby grants to VWR a royalty-free, worldwide, irrevocable and paid-up right and license to use Supplier’s manuals, Product information, advertising, and promotional materials (collectively, “Marketing Materials”), and Supplier’s logos, brand names, trademarks and trade names used in the promotion, marketing, sale and distribution of, the Products. VWR shall discontinue, in a commercially reasonable time, the use of Supplier Marketing Materials upon depletion of VWR’s inventory of the Products. Supplier shall use reasonable efforts to register such brand names, trademarks, trade names and logos where reasonably necessary or useful to the successful distribution of the Products. Supplier represents and warrants that Supplier’s Marketing Materials for the Products shall be accurate, properly substantiated, contain all required information, disclaimers and disclosures, and comply with all applicable Laws. Supplier recognizes that VWR is the owner of certain brand names, trademarks, trade names, logos and other intellectual property connoting VWR which are proprietary to VWR and which VWR may elect to use in the promotion, marketing, sale and distribution of the Products, and that Supplier has no right or interest in or to any of such intellectual property. Except as otherwise set forth or contemplated by this Agreement, neither Supplier nor VWR, shall, without the prior written consent of the other party, use any of such other party’s brand names, trademarks, trade names or logos, or adopt, use or register any words, phrases or symbols so nearly resembling any of such other party’s brand names, trademarks, trade names or logos as to be likely to lead to confusion or uncertainty, or to impair or infringe the same in any manner, or otherwise imply any endorsement by one party of the other party or its products or services. 

If any Product (or part thereof) or any use thereof is held to constitute infringement or misappropriation of any intellectual property right of a third party, Supplier shall, at its own expense and after consultation with VWR, either: (a) replace the Product with non-infringing Product; (b) modify the Product so that it becomes non-infringing, such that any replacement or modification shall in all respects be in compliance with the requirements of this Agreement and the relevant Purchase Order; or (c) refund the amount paid by VWR to the Supplier with respect to such infringing Product.

11. Warranty

Supplier hereby represents and warrants that all Products comprising each shipment or other delivery hereinafter made by Supplier to or on the order of Purchaser or any of its customers, shall (i) for the period of time specified by VWR or otherwise for a period of twenty four (24) months or till the shelf life of the product (where applicable), be free from defects in design, operation, workmanship and materials, conform in all respects with all samples furnished and all labeling and product insert sheets and other product specifications and claims made by Supplier for them; (ii) be produced consistently with good manufacturing practices and good quality control practices; (iii) be merchantable and fit for their intended purposes; (iv) be transferred with good and marketable title, free and clear of any liens or encumbrances; (v) have at least two-thirds of shelf-life remaining following the date of delivery to delivery location specified; (vi) not infringe upon any patent, trade name, trade dress, trademark, service mark, copyright, or other proprietary rights of third parties; (vii) have been manufactured, packaged, and labeled and priced and shall be sold in compliance with all applicable Laws and (viii) and comply with all applicable laws including import and export Laws. Supplier authorizes Purchaser to pass through all warranties to Purchaser’s customers. 

12. Breach of Warranty

Supplier shall promptly replace, at no cost to VWR, any Product that is, or that a customer returns to VWR as, defective or non-conforming, with a non-defective or conforming Product (as applicable) or, at VWR’s option, credit VWR’s account for all amounts paid with respect to such Product. Supplier shall pay all taxes, transportation and other costs and expenses incurred by VWR in the replacement of any defective or non-conforming Product.

13. Recalls

Supplier shall immediately notify the Purchaser in writing (a “Notification Letter”) upon becoming aware of holds or recalls with respect to any Products, or any defect or condition (actual or alleged) which in any way may alter the specifications or quality of any Products, render any Products in violation of any applicable Laws, cause revocation of any regulatory approval with respect to any Products or their sale, give rise to a claim against Purchaser by any third party, or otherwise negatively affect the salability of any Products. A Notification Letter shall include catalog and lot/serial numbers(s) of such Product(s), and in the event of a corrective action or recall, shall contain a description of the issue(s) and the corrective action(s). Supplier shall promptly reimburse Purchaser for the full price paid for any Products returned to Purchaser by a customer, or to Supplier by Purchaser, and any costs due to a corrective action or recall, including, but not limited to, the replacement, repair, modification, adjustment, relabeling, destruction, or disposal of any such Product. All Products subject to corrective action or recall shall be sent directly from Purchaser’s customers to Supplier. Suppliers shall be required to comply with mandatory regulatory reporting requirements, as may be applicable to any Products.

14. Quantity

Where the nature of material ordered is such that certain normal excess/short is likely to occur; excess/short supply will be acceptable up to maximum extent of 5% of the ordered quantity in relation to each Purchase Order. Supply in excess of the permissible limit shall not be accepted and it shall be returned at the Suppliers cost and risk unless prior permission in awaiting has been obtained by Supplier from VWR.

15. Weight

Unless otherwise stipulated, weight recorded at VWR’s designated place of business within 2 (two) days of delivery of goods shall be deemed to be final.

16. Time of Delivery

Time is the essence of the Purchase Order and Supplier shall adhere to the delivery schedules and timelines as specified in the Purchase Order. The Product shall be delivered by the Supplier in accordance with the INCOTERMS mentioned in the Purchase Order. In the event the deliveries against each Purchase Order are not made at the time agreed upon, VWR’s reserves the right to cancel the Purchase Order wholly or in part or penalties after serving prior written notice to the Supplier as specified by VWR. Goods against each Purchase Order must be delivered at VWR’s designated place of business by the date stipulated herein. The Supplier shall make every reasonable effort to adhere to delivery date specified by VWR subject to the force majeure conditions (as detailed below). Delivery of goods shall be made during normal business hours during working days, which excludes Saturdays, Sundays and all Public Holidays. 

In case of any delay in delivery of the Product other than for Force Majeure reasons, Supplier, at the option of VWR, shall be liable to pay liquidated damages to VWR, at the rate of 0.5% of the Purchase Order value per week of delay with a maximum cap of 10% of the Purchase Order value. Supplier further agrees that if a customer of VWR imposes any penalty/damages/compensation on VWR due to any delay in delivery of Product beyond the timelines agreed in the Purchase Order, Supplier shall compensate VWR on the actual value, on providing of proof of imposition of such charges by such customer and provide a credit note of the value to VWR.

17. Title of Goods and Insurance 

The Title and risk associated with the goods as per this Purchase Order shall pass on to VWR from Supplier in accordance with the INCOTERMS agreed and specified herein.

Supplier shall maintain adequate insurance coverage, including but not limited to general liability, professional indemnity, and statutory insurance, as applicable and shall furnish the records and evidences of such insurance as and when required by VWR.

18. Indemnification 

18.1. Supplier shall be solely responsible for any manufacturing and/or packaging defects on the Products and shall protect, defend, indemnify and hold the VWR each of its subsidiaries, affiliates, divisions and sub distributors, and its and their respective agents, directors, officers, employees, personnel and representatives, and its and their respective successors and assigns (each a “VWR Indemnified Party”) free and harmless from any liability arising from any claim, suit, charge, allegation, and/or indictment arising from or out of such manufacturing and/or packaging defects in the Products or Products not being in compliance with the standards specified under applicable laws, rules, regulations and guidelines and shall indemnify VWR Indemnified Party for any and all amounts that the VWR Indemnified Party shall be forced to pay by reason of such manufacturing and/or packaging defects.

18.2. Supplier shall be solely liable for the engagement, supervision, control, and payment of all personnel or employees, including contingent workers, deployed for the performance of services under the Purchase Order and for all the compliances as may be applicable in this regard including but not limited to wages, overtime, provident fund, gratuity, insurance, statutory contributions, social security, leave, retrial/retirement benefits, severance, and any other legal or contractual obligations applicable to its personnel or employees.

18.3. In an event where any demand suit, actions or proceedings is made or instituted against VWR Indemnified Party for reasons directly attributable to Supplier due to a manufacturing or packaging defect in the Products or Products not being in compliance with the standards specified under applicable laws, rules, regulations and guidelines, Supplier shall defend VWR Indemnified Party in such suits actions and proceedings and shall bear the costs that may be incurred by Purchaser by reason of such, action or proceedings and /or make available material to VWR Indemnified Party to defend itself and indemnify the costs incurred by VWR Indemnified Party in the process.

18.4. Supplier shall protect, defend, indemnify and hold harmless VWR Indemnified Party from any and all claims, actions, costs, expenses and damages, including attorney’s fees and expenses (“Damages”) arising out of any actual or alleged: (i) patent, trademark or copyright infringement in the design, composition, use by itself or in accordance with Supplier’s instructions, sale, advertising, packaging or marketing materials for the Products; (ii) breach of the representations or warranties herein; (iii) use or operation of the Products or use of any advertising or promotional materials provided by Supplier, including, without limitation, any Damages involving personal injury, death or property damage based on any theory, including strict liability theories, or warranty claim, defect or nonconformity as to any Product, (iv) wrongful or negligent act or omission by Supplier or its officers, directors, stockholders, agents, servants, employees or personnel, representatives or subcontractors relating to the distribution, advertising, marketing, purchase and sale of Products pursuant to this Purchase Order and (v) employment related claims, benefits, compensation, or statutory dues to employees or personnel engaged by Supplier.

18.5. If Supplier is or becomes subject to any sanctions or restrictions that prohibit or restrict financial transactions, Supplier shall promptly notify the Purchaser in writing upon becoming aware of any actual or potential designation under applicable sanctions laws or regulations of any country including United States. Supplier shall indemnify and hold harmless the Purchaser from any losses, penalties, or legal consequences arising from breach of this clause or any regulatory action resulting from continued engagement with an entity under sanctions or restrictions.

19. Confidentiality

During the performance of this Agreement, each party may have or may be provided access to the other party’s confidential information and materials (including, without limitation, technical information, marketing, sales, the terms and conditions of this Agreement and new product development information). All such information which, if in written or other tangible form, is clearly designated as “confidential” or, if disclosed orally, is designated as “confidential” in a written memorandum delivered by the party disclosing the confidential information (the “Disclosing Party”) to the party receiving the confidential information (the “Receiving Party”) promptly following such oral disclosure or is by its nature of the type that is understood to be confidential, shall be retained in confidence in accordance with the terms of this Agreement and any applicable separate nondisclosure agreement between Supplier and VWR. Further, the Receiving Party shall not (except as expressly authorized herein during the term of this Agreement), either during the term of this Agreement or for three years after its termination or expiration, use, publish or disclose or cause or permit anyone else to use, publish or disclose any such information unless (i) such information was known to the Receiving Party at the time of receipt thereof from the Disclosing Party as evidenced by written documentation, (ii) such information becomes publicly available through no fault of the Receiving Party, or (iii) such information was lawfully obtained by the Receiving Party from any third party without violation of this Agreement. Nothing in this Section shall prevent a Receiving Party from disclosing confidential information of the Disclosing Party pursuant to a request of any court, governmental or governmental agency or as required by applicable Law; provided, however, that the Receiving Party shall give the Disclosing Party prompt notice of the required disclosure, and shall provide the Disclosing Party with reasonable assistance to the extent the Disclosing Party seeks a protective order or other means to preserve the confidentiality of the information required to be disclosed. All originals, copies, summaries and derivations of confidential information in whatever form shall be returned to the Disclosing Party upon the Disclosing Party’s request.

20. Supplier Code of Conduct

Purchaser shall abide by the VWR Responsible Supplier Code of Conduct available at Avantor Responsible Supplier Code of Conduct and undertake to abide by the same.

21. Compliance with Laws and Regulations

The Supplier shall comply with all applicable laws, regulations, and company policies, including but not limited to ethics, anti-bribery, data protection, and Environmental, Social, and Governance (“ESG”) requirements. Such ESG requirements include, without limitation, environmental protection laws, labor and human rights standards, ethical business practices, and anti-corruption regulations.

VWR reserves the right to audit the Supplier’s compliance with these obligations and to take appropriate remedial action, including suspension or termination of the agreement, in the event of non-compliance.

22. Anti-Corruption

Supplier represents and warrants that: (i) it is familiar with and understands the terms of the U.S. Foreign Corrupt Practices Act of 1977, as amended (“U.S. FCPA”), and the United Kingdom Bribery Act of 2010 (the “Anti-Corruption Acts”) and that it will comply to the extent applicable to the parties’ business relationship hereunder with the Anti-Corruption Acts and all other applicable anti-bribery or corruption laws or regulations of any other country or jurisdiction which are applicable to the parties’ business activities hereunder; and (ii) it has not and shall not offer, pay, give, or promise to pay or give, directly or indirectly (including through a third party or intermediary) any payment or gift of any money or thing of value to any government official, government employee (or employee of any company owned in part by a government), political party, political party official, or candidate for any government or political office (each, a “Government Official”) to influence any acts or decisions of such Government Official or to induce such official to use his or her influence with the local government to effect or influence the decision of such government in order to assist either party in its performance of their obligations under this Agreement or to benefit the other party. Failure by the Supplier to comply with this subsection shall be deemed a material breach of a material provision of this Agreement. In the event of non-compliance with this term and such non-compliance is not subject to cure, or if possible, of being cured, has remained uncured after ten (10) days, then, VWR will have the right to immediately terminate this Agreement and its performance without any liability to the Supplier upon written notice to the Supplier.

23. Termination

Purchaser may terminate this Agreement, in whole or part, without cause, upon written notice to Supplier. Upon any such termination Supplier shall, to the extent specified by Purchaser, stop all work associated with the Agreement, and cause its suppliers and subcontractors (if applicable) to stop work. Purchaser may also terminate this Agreement, in whole or in part, if Supplier: (i) fails to make delivery of the Products within the time specified herein; (ii) fails to replace or correct defective Products in accordance with the provisions of this Agreement or perform in accordance with its obligations hereunder; (iii) becomes insolvent, files or has filed against it a petition in bankruptcy, or makes an assignment of the benefit of creditors.

24. Survival 

 Any sections of this Agreement that by their nature are intended to survive any termination or expiration of this Agreement (including, without limitation, sections pertaining to warranty, indemnification and confidentiality), shall survive any termination or expiration of this Agreement.

25. Force Majeure

The parties will not be in any way liable for non-performance either in whole or in part of any Purchase Order or for any delay in performance resulting from acts beyond the control of such party. Such acts shall include but not be limited to acts of God, lockouts, riots, and acts of war, epidemics, pandemic, fire, earthquakes and any other circumstance beyond the reasonable control of either Party. If deliveries by either party are suspended by force majeure conditions lasting for more than 90 (ninety) days, then the other party shall have the right to cancel in whole or in part any Purchase Order placed and accepted without any liability on its part. 

The Parties acknowledge and agree that if any payment due under this Purchase Order is to be made to Supplier that is or becomes subject to any sanctions or restrictions under any applicable laws and regulations of any country including United States that prohibit or restrict financial transactions, the Purchaser shall have right to suspend any payments due under this Purchase Order without incurring any liability, until such sanctions are revoked or modified to permit lawful payment. 

If the Supplier remains under sanctions or restrictions for more than sixty (60) calendar days, the Purchaser may terminate this Purchase Order with immediate effect by written notice. Upon termination, the Purchaser shall not be liable for any further payments or obligations, except for amounts lawfully due prior to the imposition of sanctions payable after sanctions are revoked.

26. Waiver

No waiver of the terms of this Agreement shall be binding on either party unless in writing and signed by an authorized officer of the party to be bound, and shall not be construed as a waiver of any rights in the future or subsequent breach. The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision.

27. Jurisdiction

Any dispute arising out of the terms and condition of this Purchase Order subject to the exclusive jurisdiction of the Courts of Singapore. The terms and condition of this Purchase Order shall be governed in all respects by the laws of Singapore.

28. Assignment

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and designees. Neither party may transfer, assign or delegate its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party, except for any transfer, assignment or delegation, in whole or in part, to its respective parent, subsidiaries or other affiliates, or to a successor entity.

29. Nature of Relationship

Neither party, its agents or employees shall, under any circumstances, be considered to be an agent, partner, joint venture or representative of the other party, or anything other than an independent contractor for all purposes of this Agreement, and except as may be authorized specifically in writing, neither party has express or implied authority to bind the other in any manner whatsoever by virtue of this Agreement.

30. Notices

All notices required by this Agreement shall be in writing, and if sent to VWR, shall be delivered to: 

VWR Singapore Pte Ltd. 

18 Gul Drive
Singapore 629468