GTC Purchase - Mirion Technologies

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Version: 03/2012
General Terms and Conditions of Purchase of Mirion Technologies (MGPI H&B) GmbH
§ 1 Application
(1) These terms and conditions of purchase shall apply exclusively. Differing or contradictory
terms shall not apply unless expressly agreed upon in writing.
(2) These terms and conditions of purchase shall also apply for all future transactions between
the parties as well as deliveries we accept despite our knowledge of differing or contradictory
terms.
(3) These terms and conditions of purchase shall only apply vis à vis entrepreneurs, corporate
bodies under public law or special governmental estates in the meaning of sec. 310 para.
1 BGB (German Civil Code).
(4) This is an english translation of the Mirion General Terms and Conditions which are originally
in german. In case of any inconsistencies between the english and the german version,
the german version controls.
§ 2 Offer, Acceptance
(1) The seller shall accept this offer within a reasonable time not exceeding two weeks, unless
mutually agreed otherwise.
(2) Purchase orders and other orders are only binding if placed or confirmed by us in writing
§ 3 Prices, Payment
(1) The prices as specified in the purchase order are understood as fixed prices and include
all discounts and surcharges plus the respective statutory VAT.
(2) Prices include delivery to our facilities, including any and all costs for packaging, unless
otherwise expressly agreed upon.
(3) The purchase price is due and payable within 14 days from receipt of the proper invoice
with a 2% discount or net within 30 days from receipt of the proper invoice.
(4) Invoices must comply with the legal regulations and have to be generated immediately
after shipping the goods, including the order and item number. VAT must be listed separately.
(5) We reserve all rights to offset or retain payment and the defense of lack of performance
of the contract provided by applicable law. In particular we are entitled to retain payments
due to incomplete or defective performance of the seller.
(6) The seller is only entitled to offset undisputed or legally confirmed claims.
§ 4 Change of Title of Goods

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Unless otherwise agreed in an individual case, the title of goods shall be transferred to us
unconditionally and regardless of whether the purchase price has been paid.
§ 5 Delivery
(1) All delivery dates stated in the order and the subsequent order confirmation or otherwise
agreed upon are binding and are understood to arrive at the shipping location specified in the
order.
(2) The seller shall immediately inform us of any threatening or existing delay in delivery, the
reasons for such delay and the anticipated duration of such delay. The foregoing shall not
affect the occurrence of a default in delivery.
(3) The seller must comply with our shipment regulations and the shipment regulations of the
freight forwarder or carrier. All shipping documents, correspondence and invoices must specify
our order and item numbers.
(4) Goods to be supplied shall be packed properly in the manner which is customary in the
trade or packed according to our instructions at our request.
(5) As long as the goods delivered to us are required for export purposes, the seller is
obliged to issue a written declaration of origin. This declaration shall be forwarded to us together
with the first delivery at the latest.
(6) We shall be notified immediately and unsolicited of the origin of new delivery items or of
a change in origin. The seller is liable for all disadvantages that we suffer as a result of incorrect
or delayed submission of the supplier’s declaration.
(7) The seller may only cite the absence of the necessary documents to be provided by us if
the seller sent a written warning about the documents and did not receive them within a reasonable
period of time
§ 6 Transfer of Risk, Delay
(1) The risk of accidental loss or deterioration of the goods shall pass to us upon delivery at
the agreed place of delivery.
(2) If a delay of delivery occurs, notwithstanding the legal regulations for delay, we are entitled
to demand a lump sum of 0,2 % of the total order value for each calendar day of delay to
a maximum of 5 % of the order value. We reserve the right to prove higher damages, the
lump sum damage amount is however to be offset against further monetary claims. It shall be
up to the seller to prove that no damage at all or a substantially lower damage than the
above-mentioned lump sum has occurred.
(3) In the event of delay and where a delivery is timely urgent or to prevent additional damage,
we are entitled – without setting a new deadline – to substitute deliveries from third parties
at the expense of the seller.

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(4) In the event of force majeure or other events which were not foreseeable at the time of
concluding the contract (e. g. operational disruptions of all kinds, difficulties in procuring materials
or power, transport delays, strikes, lawful lockouts, workforce, energy or raw materials
shortages, difficulties in procuring necessary official approvals, official measures or nondelivery
or incorrect or late delivery by suppliers), for which neither contractual party is responsible,
the party affected shall be released from its duties to perform for the duration and
the extent of the impact. The party affected must promptly provide written notice of the force
majeure event and will adapt its obligation in good faith to the changed conditions. We are
exempt from the obligation to accept the ordered delivery in whole or in part and are entitled
to terminate the contract, if the delivery can no longer be used by us because of the delay
caused by force majeure or other not foreseeable event in consideration of all financial aspects.
§ 7 Liability for Defects, Warranty
(1) We are entitled to the usual statutory warranty claims, especially, at our option, to claim
remedy of defects, delivery of conforming goods, and damages.
(2) The commercial duty to examine and to notify defects shall be governed by the statutory
provisions (sections 377 and 381 German Commercial Code), save that the duty to examine
is limited to defects that are obvious upon visual inspection of the incoming goods, including
the delivery documents, or upon spot checks during quality control procedures (e. g.
transport damage, wrong and short delivery). No examination is required if an acceptance
procedure has been agreed on. Apart from that, it depends on the extent to which examination
is expedient according to proper business procedures, taking into account the circumstances
of the particular case. Our duty to report any defects discovered later remains unaffected.
In all cases our objection (notification of defects) shall be deemed timely and without
delay if it is delivered to the seller within 10 days of discovery of defects.
(3) In case of imminent danger we are entitled, after giving notice to the seller, to remedy the
defects at the seller's cost. The same shall apply if the seller is in default on his warranty obligations.
(4) If the statistic testing procedure specified in the order which determines the maximum
allowable portion of error is exceeded, we are entitled to claim the entire shipment to be defective
or to have the entire shipment inspected upon prior consultation with the sellers and
at the sellers expense.
(5) Warranty claims shall be time-barred after 30 month of the passage of risk.
§ 8 Defects of Title
(1) The seller warrants that the goods are free of rights of third parties and that delivery of the
goods does not violate any rights of third parties. The seller shall indemnify us, upon first
demand, from any claims of third parties in this regard.
(2) Claims based on defect of title shall be time-barred pursuant to sec. 7 (5).

§ 9 Product Liability, Insurance
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(1) The seller shall, upon first demand, indemnify us and hold us harmless from and against
any and all liability or claims of third parties based on the manufacture, delivery, storage or
use of the delivered goods. The indemnification shall not apply if the claim is based on our
intentional or grossly negligent breach of duties.
(2) The seller shall, at all times during the term of this contract, maintain product liability insurance
with an adequate minimum insurance amount. Further claims for damages shall
remain unaffected.
(3) The seller shall assume all reasonable costs and expenses arising from any statutory
product recall in respect to the product liability law. In such a case, we shall send the contractor
a statement of position without delay.
§ 10 Miscellaneous
(1) In the event goods or parts thereof from current or previous orders of us are no longer
sold or are discontinued, the seller shall inform us promptly thereof and shall grant us a reasonable
time of at least 60 days for a final order.
(2) The seller agrees to provide the necessary support for a supplier audit. The seller agrees
to be annually evaluated in the form of a supplier assessment. The supplier evaluation
serves as basis for continuous improvement and strengthening of the business relationship
between us and the seller. We are entitled to publish the results of this evaluation.
The following will be evaluated:
Purchasing (cost transparency, price development, risks, payment terms, contract price quality,
accuracy of invoice),
Quality (quality of performance, certification according to the quality management standard,
handling of complaints),
Logistics (accuracy of shipping quantities - ordered quantity, maintaining the delivery schedule
- confirmed date, maintaining the delivery schedule - desired date, delivery concepts,
packaging).
§ 11 Applicable Law, Jurisdiction
(1) This contract shall be governed by the laws of the Federal Republic of Germany (excluding
the Convention on Contracts for the International Sale of Goods).
(2) Place of performance and exclusive place of jurisdiction for all disputes arising out of or in
connection with this contract shall be Munich.
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