UK Trade Terms and Conditions
ZENTIVA PHARMA UK LIMITED
STANDARD TERMS OF TRADING
These terms and conditions (the "Conditions") shall govern the supply of goods and products (the “Goods”) by Zentiva Pharma UK Limited (the "Company") to a person, firm or company with whom the Company is trading (the "Customer") and shall apply to all dealings in relation thereto.
In these Conditions:
"Business Day" means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for non-automated business;
"Contract" means the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions;
"Force Majeure Event" means an event, circumstance or cause beyond the affected party's reasonable control including, without limitation, any act of God, strike, riot, war, act of terrorism, fire, flood, shortage of materials at market rates, act of Government, pandemics and/or epidemics or national or regional emergency;
"Order" means the Customer's order for the Goods, as set out in the Customer's written purchase order form, and the Company’s acceptance of the Customer’s order in line with clause 2.4..
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate unless the Company agrees them in writing, or which are implied by law, trade custom, practice or course of dealing.
2. ORDERS AND PRICES
2.1.Unless otherwise specified, quotations given by the Company are valid for five (5) Business Days from the date of issue Or until another quotation is issued (i.e. it is superseded) and shall not constitute an offer.
2.2.Prices are as set out in any specific statement or quotation made by the Company and should be included on all Orders. The Company may without prior notice to the Customer vary prices prior to or on delivery and whether before or after acceptance of an Order. Any Order is not binding on the Company unless or until accepted by the Company in line with clause 2.4. Once accepted, Orders cannot be cancelled by the Customer.
2.3.The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the particulars of the Order are complete and accurate.
2.4.The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order or, in the absence of such written acceptance, at the point at which the Company ships the Goods to the Customer from the Company’s premises where the Goods were originally stored.
2.5.Orders are only accepted on condition that the Company is entitled to cancel all or part of each Order in its absolute discretion. The Customer shall have no right to compensation in respect of the cancelled Order or part thereof.
2.6.The Company reserves the right to stipulate minimum Order amounts at its discretion. Orders will be supplied only in multiples of each standard outer or other relevant unit. If necessary, Orders will be rounded up to the nearest multiple and shall be charged accordingly.
2.7.The Company may deliver part of the Customer’s Order. Such part delivery shall be acceptance of the Order to that extent only, and no contract is thereby made for the remainder of the Order.
3.1.To the extent that the Goods are to be manufactured in accordance with a particular specification supplied by a Customer, the Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Company's use of the type of Goods mentioned in this clause.
3.2.The Company reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4. PRICE AND PAYMENT
4.1.Payment of accounts is made by Remittance to ARcollections.GB@zentiva.com, quoting the relevant Customer Reference number.
4.2.Payment terms will be notified by the Company from time to time and are also stated in the “settlement terms” box printed on the invoice, which will follow dispatch of the goods. If no payment terms are stated by the Company or in the "settlement terms" box on the invoice, Customer shall pay each invoice submitted by the Company within 30 days of the date of the invoice.
4.3.Failure to pay by the due date shall entitle the Company without prejudice to any other rights it may have to:
4.3.1.suspend any future supply until settlement is made in full;
4.3.2.to apply interest from the due date up to the date of actual payment in full (after as well as before judgement), at the rate of 5 per cent per annum above the base rate ofthe Bank of England, such interest to be accrued on a daily basis and compounded quarterly;
4.3.3.to terminate this arrangement;
4.3.4.to deduct amounts owed from any sums owed by the Company to the customer; and/or
4.3.5.to resell any goods not yet delivered to the Customer.
4.4.Settlements by cheques or credit card are not accepted. Transfer of funds shall not be deemed to be paid until the funds have cleared in the Company’s account. For all settlements and payments the payee is the Company.
4.5.The Customer may not withhold, make deductions from or set-off against payments for any reason.
4.6.Queries regarding prices contained in invoices must be made in writing to the Customer Services Department at firstname.lastname@example.org within 5 working days of the date of the invoice.
4.7.Where rebate arrangements have been agreed, the Customer shall supply relevant data to the Company in order to validate any Customer rebate claims, prior to preparation of the invoice.
5.1.The Company shall, or shall procure a third party to, deliver the Goods to the site set out in the Order or such other location as agreed by the Company and the Customer.
5.2.Delivery is completed upon the unloading of the Goods at the site as agreed pursuant to clause 5.1.
5.3.Any delivery date shall be approximate only and time of delivery shall not be of the essence. The Company shall not be liable for any delay or failure in delivery of the Goods, including, without limitation, any delay or failure in delivery that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions.
5.4.If the Customer, for any reason other than a Force Majeure Event or the Company's failure to comply with its obligations under these Conditions, fails to accept delivery of the Goods:
5.4.1.delivery of the Goods shall be deemed to have occurred;
5.4.2.the Company shall store the Goods until delivery takes place, and shall charge the Customer for all related costs and expenses, including, without limitation, redelivery costs should the Goods be resent out for delivery (including insurance); and
5.4.3.if delivery of the Goods does not take place within the subsequent (five) 5 Business Days of deemed delivery, the Company shall be entitled to deal with the Goods in question in any way the Company sees fit with no liability to the Customer at all.
5.5.If the Customer notices any discrepancies, including but not limited to shortages, overages, or damage when inspecting the Goods on delivery of the Goods, details of this must be reported to the Company in writing (email@example.com) within four (4) working days of the date of delivery in line with the Company’s claim process (available on request).
6. RISK AND TITLE
6.1.The risk in the Goods shall pass to the Customer on commencement of unloading.
6.2.Title to the Goods shall not pass to the Customer until the Company has received payment in full for the Goods as set out at clause 4 (Price and Payment).
6.3.The Customer shall store the Goods separate from any other goods stored at the same site, and shall clearly identify the Goods as being the Company's property until such time when title in the Goods pass to the Customer.
6.4.Until title to the Goods has passed to the Customer, the Customer shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods and shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
6.5.If the payment becomes overdue (or on the occurrence of any event referred to at clause 9 (Termination) the Company or its appointed agent may give notice to enter upon any premises in the control of the Customer where the Company reasonably believes the Goods to be being kept for the purpose of recovering the Goods.
7.1.Goods correctly supplied against a firm Order may not be returned for credit without prior agreement in writing from Zentiva Pharma UK Customer Services Department(firstname.lastname@example.org) who will be able to advise on the arrangement for the return of the Goods and for credit consideration.
8. LIMITATION OF LIABILITY
8.1.Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:
8.1.1.death or personal injury caused by negligence;
8.1.2.fraud or fraudulent misrepresentation;
8.1.3.breach of the terms implied by section 12 of the Sale of Goods Act 1979;
8.1.4.defective products under the Consumer Protection Act 1987; or
8.1.5.any other liabilities to the extent that they are not capable of being excluded or limited by law.
8.2.Subject to clause 8.1, the Company shall not be liable for any breach of any Customer accepting the Goods who is not a holder of the appropriate Wholesaler Dealers' Authorisations (Medicines Act 1968) nor if the Customer offers them for sale to anyone other than qualifying outlets.
8.3.Subject to clause 8.1, the Company's total liability to the Customer shall not exceed €10,000,000.
9.1.The Company may terminate this Contract with immediate effect by notice in writing to the Customer on or any time after the occurrence of any of the following events:
9.1.1.the Customer commits a material breach of any part of this Contract and (if the breach is capable of remedy) fails to remedy the breach within seven 7 days after receipt of notice in writing from the Company requiring the Customer to do so;
9.1.2.if any of the following events occur:
18.104.22.168. the Customer becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), admits inability to pay or becomes insolvent;
22.214.171.124. a petition is presented, an order made or a resolution passed for the liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction), administration, bankruptcy or dissolution of the Customer;
126.96.36.199. administrative or other receiver, manager, trustee, liquidator, administrator or similar officer is appointed to the Customer and/or over all or any part of the assets of the Customer;
188.8.131.52. the Customer enters into or proposes any composition or arrangement with its creditors (or any class of its creditors) generally; or
184.108.40.206. anything equivalent to any of the events or circumstances stated in this clause 9.1.2 occurs in any applicable jurisdiction;
9.2.Termination of this Contract does not affect a party's accrued rights and obligations as at the date of the termination of this Contract.
10.1.Any notice from one party ("Sender") to the other party ("Recipient") which is required to be given under this Contract ("Notice") shall be in writing, signed on behalf of the Sender, and be addressed to the Recipient at the address given on the first page of this Agreement or such other address as provided by the Recipient from time to time.
10.1.1.Notices shall be delivered by hand, sent by email or sent by registered airmail and satisfactory proof of such delivery or sending shall be retained by the Sender; and
10.1.2.any Notice shall be deemed to have been served: if delivered by hand, at the time and date of delivery; if sent by email, at the time and date of the successful fax transmission report; and if sent by registered airmail, five (5) days from the date of posting.
11.1.The Company shall not be liable for any failure or delay to supply Goods or to perform its obligations under this Contract due to any Force Majeure Event.
11.2.No variation of this Contract shall be effective unless made in writing and signed by or on behalf of each of the parties by their duly authorised representatives.
11.3.The Customer may not assign, transfer or sub-contract these arrangements without prior consent of the Company. The Company may sub-contract, transfer out or assign any part of these arrangements without the prior written consent of the Customer.
11.4.This Contract constitutes the entire agreement between the Company and the Customer with respect to the Contract and shall supersede any previous agreements or understandings between the Company and the Customer in relation to the Contract whether written or oral.
11.5.No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.6.If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this Clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.7.A person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
11.8.These terms shall be interpreted in accordance with the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the courts of England.
11.9.The Customer shall in performing its obligations under this Contract and in undertaking any on-supply of the Goods (including without limitation any offer to supply and promotional activities) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including without limitation the Bribery Act 2010. The anti-bribery and anti-corruption provisions in this clause shall be without prejudice to any more stringent or additional provisions on anti-bribery and corruption in any other agreement between the Customer and the Company.