Shaping the future of animal health
South Africa

GENERAL PURCHASING CONDITIONS

Article 1 – Preamble:

This services, products, packaging or raw materials order (hereafter the “Products”) made by Virbac or any of its affiliate to a supplier (hereafter the “Supplier”) constitutes a purchase contract and implies strict compliance with these general purchasing conditions which take precedence over all express or implied general sales conditions. In the case of a specific contract signed with a Supplier, these general purchasing conditions are not applicable.

Article 2 – Orders:

Orders made by Virbac, specify the type, quantity, quality, price and time limits for delivery and payment of the Products.

An order is deemed accepted where it is not the subject of reservations by the Supplier within 48 working hours following its receipt.

Article 3 – Manufacture:

Products shall comply with legislation and regulations in force and comply with possible specifications mentioned in the order, the estimate, specifications or supplier catalogue.

The Supplier undertakes to notify VIRBAC of any changes in its specifications, Product manufacturing procedures and/or sources of supply, giving minimum notice of six (6) months.

VIRBAC reserves the right to audit the Supplier and/or the Product manufacturer giving minimum notice of eight (8) days.

Article 4 - Packaging:

Product packaging shall comply with the type of Product, legislation in force and possible specifications contained in the order, specifications, estimates or Supplier catalogue. The quality of packaging shall be appropriate to the content.

Labelling shall be on the main body of the packaging. It shall be legible.

Article 5 – Delivery and transport:

  • Transport liability and cost

Product transport liability and costs and related insurance are to be in compliance with the Incoterm contained in the order.

  • Transport Procedures

The Products shall be transported and stored in compliance with Virbac instructions, and under appropriate conditions according to the type of Product and in compliance with safety standards in force. .

 Labelling, documents and safety data sheets shall be up-to-date.

The Supplier is to draw up a delivery note containing all of the necessary information for identifying the Products (order number, type, quantity, the name of the transporters etc).

All deliveries shall be accompanied by a delivery note containing, where applicable, the order number, the tare weight of the packages, Product names, Supplier codes, batch numbers, gross weight, net quantity delivered by batch, the possible quantity outstanding for delivery. In the event of delivery on behalf of VIRBAC, to a different address from that of VIRBAC, the Supplier is to send to VIRBAC a delivery note duly initialled by the recipient.

  • Transport Packaging

Packaging used for delivery of the Products shall be in compliance with applicable legislation, be appropriate to the methods and conditions of transport and to safety standards in force.

As appropriate, Products are to be delivered on a pallet, being: 1100 x 1100 mm-loaded vertically, stable, not overloaded and shall be film wrapped. The maximum height of pallets shall not exceed 1600 mm.

Product stocking and safeguarding conditions requiring special conditions shall be clearly shown on the packaging. A pallet label shall give details of the pallet content.

Where transport is payable by the Supplier, the Supplier shall ensure that the transporter has the necessary equipment in the event of a Product slippage accident.

  • Acceptance of Products

Products are receivable on working days, during site opening hours for delivery or, as appropriate, by appointment.

Non-compliance by the Supplier with its obligations as specified in the order and these general purchasing conditions may result in a refusal to accept the Products.

Where Products which are damaged in transport or on discharge where the latter is the responsibility of the Supplier, Virbac will notify refusal of the Products to the Supplier within the time limits provided for by legislation in force.

Article 6 – Providing equipment and tools:

This relates to specific equipment and tools (prototypes, moulds, templates, gauges etc) (hereafter known collectively as the “Tools”) made available to the Supplier by Virbac or developed either Supplier in the context of executing the order.

The Tools are to remain the exclusive property of Virbac.

The custody, safeguarding and maintenance of the Tools are carried out by the Supplier as custodian of the Tools at its own cost and liability.

The Tools shall be easily identifiable and may not be used other than in the context of executing the order.

In no case may the Supplier change or alter the Tools in the absence of prior written agreement by Virbac.

The Tools will be handed back to Virbac within eight (8) days upon request by Virbac.

Article 7 – Late delivery penalties:

In the event of late delivery compared to the delivery date specified in the order as accepted by the Supplier, VIRBAC is in a position to apply late execution penalties of ten percent (10%) of the total order per week of lateness without exceeding a ceiling of fifty percent (50%) of the total order.

In the event of late delivery of more than two (2) weeks, VIRBAC reserves the right to immediately cancel the order outstanding for delivery, by working of the law and without legal formality.

Article 8 - Transfer of property and risk:

The transfer of risk will be in compliance with the Incoterm mentioned in the order.

The transfer of property in the Products and their custody occurs on Virbac taking possession of the Products at the place specified by VIRBAC in the Incoterms.

No clause for Supplier reservation of title it is to be applicable without express written agreement by VIRBAC.

Article 9 – Documentation:

On the basis of the type of Product, all or some of the following documents may be required by Virbac on each delivery.

  • A compliance certificate: VIRBAC may require, before each Product dispatch, a Product compliance certificate.
  • Safety data sheet: The Supplier alone is responsible for drawing up and sending a safety data sheet where applicable, which is up-to-date, in  English on each Product delivery.
  • Analysis reports: all analysis reports shall be original, that is to say, from the manufacturer and include the place of manufacture, the name of the material, the batch number, the date of manufacture, the expiry date and the results of analyses for each Product specification.

Generally, the Supplier undertakes to send to Virbac the technical documents, user manuals, maintenance manuals, certificates of origin, warranties and appropriate documents and/or enabling it to adapt Products and/or required by legislation in force in South Africa as well as all of the documents required in possible specifications, without additional cost.

Article 10 – Warranties: 

In the event that certain Products are defective or non-compliant with the order, VIRBAC will notify the Supplier of the defect or non-compliance in writing as quickly as possible after delivery of the Products for patent defects or after discovering the defect for latent defects, subject to consequences and effects then as yet unknown or quantifiable.

The Supplier undertakes to immediately take back defective or non-compliant Products and to replace them at its own cost within a time limit agreed between the Supplier and Virbac.

Article 11 – Prices, invoicing and payment:

  • Prices

The prices shown in the order are firm and not for review. These prices include all of the costs borne by the Supplier with a view to complying with its obligations mentioned in the order and the price of transfer of intellectual property rights as defined in clause 14.

  • Invoicing

One (1) copy of the invoice is to be sent to the invoicing address shown in the order.

Invoices shall contain the following information:

All Invoices should be made out to Virbac RSA (Pty) Ltd

  • Order number
  • Product unit price excluding VAT
  • VIRBAC Product reference number
  • The Suppliers full bank references
  • The Product name using VIRBAC nomenclature
  • Invoices needs to comply with all relevant VAT legislation prior to payment
  • Net quantity delivered

 

  • Number and date of the delivery note

 

 

 
  • Payment procedures

Payment is to be made within thirty (30) days from the date of issuing the invoice in the absence of an agreement to the contrary between the Supplier and Virbac.

 In the event of non-compliance or defects in the Products, VIRBAC reserves the right to delay payment of corresponding invoices until settlement of the dispute in compliance with clause 10. The Supplier undertakes to supply a credit note and to issue a new invoice for Products replaced.

Article 12 – Termination: 

In the event of Supplier liquidation of assets or the legal appointment of an Administrator or the occurrence of an event of force majeure as defined by law and established precedent, VIRBAC reserves the right to immediately cancel, without legal formality, the Product order which has not yet been delivered in any way that it chooses without it giving rights to compensation to the Supplier.

Article 13 – Assignment and sub-contract:

The Supplier may not at any event assign or subcontract execution of the order, in the absence of prior authorisation by Virbac.

At all events, the Supplier alone remains liable for proper execution of the order.

Article 14 – Intellectual Property: 

Each party is to remain the owner of the elements of intellectual property, in particular know-how, manufacturing processes, patents and software, brands, logos, designs and prototypes, plans, diagrams and specifications on whatever medium, that they held prior to the first order given from Virbac to the Supplier for the Product and/ or independently developed by one of the parties.

Designs, prototypes, technical specifications, plans, diagrams and logos supplied by Virbac to the Supplier in the context of the Product order remain the exclusive property of VIRBAC.

The Supplier assigns to Virbac all intellectual property rights relating in particular to Tools, prototypes, designs, models, plans, diagrams, specifications and other prototypes, carried out by the Supplier on behalf of Virbac (hereafter known as the “Creations”) In particular Virbac acquires rights to representation, reproduction and adaptation of the Creations wholly or in part on any existing or future medium, for the legal term for protection of intellectual property rights throughout the world. The Supplier will carry out all necessary formalities to carry out this assignment upon request.

VIRBAC is free to file title to intellectual property on the Creations under its own name or under the name of one of its subsidiaries and is free to exploit the Creations directly or indirectly throughout the world.

The Supplier guarantees to VIRBAC that it holds all of the intellectual property rights relating to the Creations. It guarantees that the Creations do not infringe intellectual property rights and that this assignment does not breach third-party rights. The Supplier guarantees generally to VIRBAC that nothing stands in the way of free exploitation of the Creations by VIRBAC.

Consequently, the Supplier guarantees VIRBAC against any action, claim or opposition by third parties claiming intellectual property rights over the Creations or any other fair competition and/or parasitic competition.

Article 15 – Confidentiality: 

“Confidential information” means information exchanged by the Supplier and Virbac in the context of an order and in particular all documents, data, information and media, whether technical, commercial or financial relating to the execution of an order whatever their nature or method of transfer.

Virbac and the Supplier undertake only to disclose the said Confidential Information to members of its staff needing it to execute an order. Each party undertakes both for itself and for its staff whether they are employees or not to take all appropriate and reasonable precautions to avoid disclosure of the Confidential Information.

The provisions of this clause to not apply to Confidential Information:

  • which is in the public domain at the date of their sending or arriving later without this being due to the recipients;
  • which is sent to one of the parties by a third party who held it legitimately and was not subject to a non-disclosure obligation in respect of such Confidential Information.

Article 16 – Liability: 

The Supplier alone is liable for all personal injuries, whether material or non-material, direct or indirect that it causes to third parties or to VIRBAC in the context of the order.

The Supplier alone will bear the financial consequences of damages of any sort attributable to it or to that of persons for whom it is responsible or for property which is in its custody. Consequently the Supplier waives the exercise against VIRBAC or its agents of any claim or action for injury mentioned above and undertakes to guarantee them against all recourse which may be exercised against them under this heading.

The Supplier accepts to compensate VIRBAC for all liabilities occurring or resulting from its negligence or non-compliance with the provisions of these general purchasing conditions and/or possible specifications contained in specifications, estimates or the Supplier catalogue.

Article 17 – Insurance: 

The Supplier undertakes to take out with a reputable company, an insurance policy covering financial consequences of its liability under these general purchasing conditions. The Suppliers equipment or property needs to be insured by the Supplier and is not covered by VIRBAC’s Insurance, unless an alternative agreement is made.

Article 18 – Safety and environment:

All the Suppliers staff or contractors enter VIRBAC property on their own risk and will need to comply with the security arrangements. The Suppliers staff will need to have proper identification and all drivers need valid driving licences before entering the premises.

When working on or delivering a service or product at VIRBAC’s site, the Supplier shall be responsible for the provisions of the Occupational Health and Safety Act, No 85 of 1993 (OHSACT) and its regulations are properly implemented in the areas for contractual work in respect to all aspects of the work to be undertaken and that all work undertaken and that all other laws that pertain to that work will be complied with. The Supplier shall be responsible for the well-being in relation to health and safety of all persons coming upon/into such area in accordance the OHSACT subject to directives issued by VIRBAC.

The Supplier will be responsible for any loss or damage caused by the Suppliers staff or contractors.

The Supplier undertakes to supply to VIRBAC prior to any delivery all advice and information necessary relating to the Products and to inform VIRBAC of the standards, risks, classification of risks and regulations concerning the Products. The Supplier undertakes to comply with and have its staff, whether employees or not and possible subcontractors, comply with the Virbac safety instructions in the event of working at or delivering to the Virbac site.

Article 19 – Undeclared work: 

The Supplier declares that it only employs workers covered by a Social Security scheme and declares that it is in compliance with legislation in this matter and will supply proof on request.

Article 20 – Absence of waiver: 

No tolerance or inaction by VIRBAC may be interpreted as a waiver of its rights under the terms and conditions of these general purchasing conditions.

Article 21 –Severability: 

In the event that any provision of the general purchasing conditions shall be held invalid 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 hereof.

Article 22 – Applicable law and attribution of jurisdiction:

The order and these General Purchasing Conditions shall be governed by and construed exclusively in accordance with the laws of the Republic of South Africa.

The parties hereby submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg, in respect of any dispute arising in respect of an order or these General Purchasing Conditions.