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Content :

Retail & Hospital - Standard Terms and Conditions

The discounts described below will apply to all purchases of the Products by hospital and community pharmacies directly from Sanofi via their chosen Agent. All Products have been placed within one of five bands. Each band carries a different percentage of discounts that will be deducted from the NHS list price (or where an NHS list price is not available for a particular product, from the price published by Sanofi from time to time) for the relevant Product. Hospital and community pharmacies will receive the same percentage discount for a Product within a band, regardless of the volume or value of purchases of that Product. These discounts will take the form of net prices payable to Sanofi for the Products and will be applied at the point of sale by Sanofi’s Agents on its behalf. Sanofi may change the standard discounts described in this Appendix 1 at any time. However, if Sanofi decides to make changes to these discounts, Sanofi will inform hospital and community pharmacies in writing.

(*Products available only to hospital pharmacies)

Pharmacy Discount

Products

10.2%

Aprovel Tablets FC 75mg 28s

Co Aprovel Tablets 300mg/25mg 28s

Renvela 800mg X 180 Tabs

Tritace Tab 10mg X28

Aprovel Tablets FC 150mg 28s

Ikorel Tab 10mg Tabsx60

Renvela 2.4g X 60 Sach

Tritace Tab 2.5mg X 28

Aprovel Tablets FC 300mg 28s

Ikorel Tab 20mg Tabsx60

Solian 100 mg 60s

Tritace Tab 5mg X28

Arava Tab 100mg X3

Juniorstar Reusable Pen Blue

Solian 200mg 60s

Xatral 2.5mg 60s

Arava Tab 10mg X30

Juniorstar Reusable Pen Red

Solian 400mg 60s

Xatral XL 10mg X 30 Tabs

Arava Tab 20mg X30

Juniorstar Reusable Pen Silver

Solian 50mg 60s

Zimovane LS Tab 3.75mg X28

Allstar Classic Reusable Pen – Purple

Mucodyne 250mg/5ml Paed Syr x125ml

Solian Liquid 100mg

Zimovane NF Tab 7.5mg X28

Allstar Classic Reusable Pen - Teal

Mucodyne Cap 375mg X120

Telfast Tab 120mg X30

 

Co Aprovel Tablets 150mg 28s

Plavix 75mg 30s

Telfast Tab 180mg X30

 

Co Aprovel Tablets 300mg 28s

Rapitil Ed 5ml

Tritace Tab 1.25mg X 28

 

9.7%

Danol Capsules 100mg 60s

Oruvail Capsules 100mg X 56

Solpadol Eff Tabs 100s

Tildiem 60mg 90s

Danol Capsules 200mg 60s

Oruvail Gel 100g

Solpadol Eff Tabs 32s

Tildiem 90mg 56s

Ditropan 2.5mg 84s

Primacor Inj Amps 10x10ml

Stemetil Tablets 5mg X 28

Triapin Mite Tab 2.5mg X28

Ditropan 5mg 84s

Rifadin Cap 150mg X100

Stemetil Tablets 5mg X 84

Triapin Tab 5mg X28

Frumil 40mg/5mg Tabs x28

Rifadin Cap 300mg X100

Stilnoct 10mg 28s

 

Frumil LS 20mg/2.5mg Tabs x 28

Solpadol Caplets 100s

Stilnoct 5mg 28s

 

Oruvail 200mg X 28

Solpadol Capsules 100s

Tildiem 120mg 56s

 

7.5%

Dolmatil 200mg 100s

Intal Inhaler 5mg 112

Proctosedyl Oint 30g

Targocid IV/IM 200mg

Dolmatil 400mg 100s

Lasilactone 50mg Capsules

Renagel 800mg X 180 TABS

Targocid IV/IM 400mg

Epilim 100mg 100 Tablets

Nasacort Aq 16.5mg Spray

Rythmodan 100mg Caps 84

Tarivid Tab 400mg X10

Epilim 200EC 100 Tablets

Nozinan Inj 1ml X10

Rythmodan Retard 250mg X60

Tilade 2mg x 112 dose x 2 Inhalers HFA

Epilim 500EC 100 Tablets

Nozinan Tab 25mg X84

Stemetil Injection 1ml X 10

Tildiem LA 200mg 28s

Epilim IV Injection 400mg

Priadel 200mg 100s

Synvisc Classic Hip X 1 Syr

Tildiem LA 300mg 28s

Epilim Syrup 300ml

Priadel 400mg 100s

Synvisc Classic Knee X 3 Syr

Trental 400 90 Tabs

Frisium Tab 10mg X30

Priadel Liquid 150ml

Synvisc One X 1 Syr

 

4.5%

*Adenocor 6mgr x 6 vials

Epilim Chronosphere     100 mg 30 Sach

Myocrisin Inj 10mg X 10

Sectral Cap 200mg 56

*Adenoscan 10ml X 6 Vials

Epilim Chronosphere 1000 mg 30 Sach

Myocrisin Inj 50mg X 10 Jhc

Sectral Tab 400mg 28

Calcium Resonium 300G x 1 Bottle

Epilim Chronosphere 250 mg 30 Sact

Nalcrom Caps 100

Sofradex Ear/Eye Drops 10ml Std

Calcort 6mg x 60 tabs

Epilim Chronosphere 500 mg 30 Sach

Pentacarinat Inj 300mg X 5 Vials

Stemetil Syrup 100ml

Cidomycin Amps 80mg/2ml x 5

Epilim Chronosphere 50mg Sach

Plavix 300mg

Suprax Tab 200mg X7 Sgl

Cidomycin Vial Inj. 80mg/2ml X 5

Epilim Chronosphere 750 mg 30 Sach

Resonium A 454g

Suprecur Inject 5.5ml X 2 (Women)

Clomid Tab 50mg X30

Epilim Liquid 300ml

Rifadin Syr 120ml

Suprecur Nasal 2 Btls (Women)

Cordarone 6 X 3ml Amps

Largactil Injection 2ml X 10

Rifadin Vial IV 600mg+10ml

Suprefact Inject 5.5ml X 2 (Men)

Corgard Tablets 80mg 28

Mizollen Tab 10mg X30

Rifater Tab X100

Suprefact Nasal 10gm X 4 (Men)

Depakote 250mg 90s

Modecate Amps 10 X 1ml

Rifinah Tab 150 X84

Surgam 300mg Tablets 56

Depakote 500mg 90s

Modecate Conc 1 Ml 5 Amp

Rifinah Tab 300 X56

Tarivid Inf Vial 200mg/100

Epilim Chrono 200mg 100 Tabs

Mucodyne Syr 300ml

Sabril Sachets 500mg

Telfast Paed Tab 30mg X 60

Epilim Chrono 300mg 100 Tabs

Multaq 400mg X 20 Tablets

Sabril Tab 500mg X100

Tritace Titration Pack (Tabs)

Epilim Chrono 500mg 100 Tabs

Multaq 400mg X 60 Tablets

Sectral Cap 100mg 84

 

2%

Cholestagel Tablets 180

 

 

 

0%

*Evoltra 20ml Vial X 1

Apidra 5x3ml Cartridge Optipen

Insuman Basal Vial 1x5ml 100iu/Ml

Praluent 150mg Prefilled Pen X 1

*Fasturtec 1.5mg

Apidra Solostar 5 Prefilled Pens

Insuman Comb 15 Cart 5x3ml 100iu/Ml

Praluent 150mg Prefilled Pen X 2

*Fasturtec 7.5mg

Apidra Vials 1x10ml

Insuman Comb 25 Cart 5x3ml 100iu/Ml

Praluent 75mg Prefilled Pen X 1

*Fludara 50mg Inj

Clexane 100mg X 10 Pfs (S/Lock)

Insuman Comb 25 Vial 1x5ml 100 Iu/Ml

Praluent 75mg Prefilled Pen X 2

*Fludara Oral 10mg Tabs X 15

Clexane 20mg X 10 Pfs (S/Lock)

Insuman Comb 25/75 Solostar

Proctosedyl supps x12

*Fludara Oral 10mg Tabs X 20

Clexane 40mg X 10 Pfs (S/Lock)

Insuman Comb 50 Cart 5x3ml 100iu/Ml

Rilutek Tab 50mg X56

*Insuman Infusat 10ml Vial X 3

Clexane 60mg X 10 Pfs (S/Lock)

Insuman Rapid Cart 5x3ml 100iu/Ml

Toujeo Solostar 3 X 1.5 Ml Pens

*Insuman Infusat 3.15ml Cartridges X 5

Clexane 80mg X 10 Pfs (S/Lock)

Lantus 100u/Ml Inj 10ml X 1vial

 

*Jevtana 60mg/1.5ml Vial

Clexane Mdv 1 X 3ml

Lantus 5 X 3ml Cartridges

 

*Mozobil 20mg Vial X 1

Clexane S Inj Pfs 120mg

Lantus Solostar 5 Prefilled Pens

 

*Thymoglobulin 25mg/5ml Vial X1

Clexane S Inj Pfs 150mg

Lyxumia 10/20mcg Combi Pf Pen X 2

 

*Zaltrap 100mg/4ml X 1 Vial

Insuman Basal Cart 5x3ml 100iu/Ml

Lyxumia 10mcg Pf Pen X 1

 

*Zaltrap 200mg/8ml X 1 Vial

Insuman Basal Solostar

Lyxumia 20mcg Pf Pen X 2

 

1. Definitions

In these Terms & Conditions, unless the context requires otherwise, the following words and expressions will have the following meanings:

(a) “Affiliate” means any corporation or other business entity controlling, controlled by, or under common control with Sanofi.  For the purposes of this definition, “control” will have the same meaning as in section 1124 of the Corporation Tax Act 2010;

(b) “Agent” means AAH Pharmaceuticals Limited and/or Phoenix Healthcare Distribution Limited (or such other entity notified to the Customer by Sanofi at any time) which have been appointed by Sanofi to act as Sanofi’s agents and supply the Products to Customers on behalf of Sanofi;

(c) “Customer” means the individual, firm, body, company, institution, organisation, partnership or legal entity purchasing the Products from Sanofi under these Terms & Conditions;

(d) “Insolvency Event” means in respect of a Customer, if the Customer compounds or makes any arrangement with its creditors, or has a receiver appointed over all or any part of its assets, or goes into liquidation (whether voluntary or otherwise) save as part of a bona fide reconstruction not involving insolvency, or takes or suffers to be taken any similar action as a result of any inability to pay its debts;

(e) “Order” means an order for the purchase of Products placed by a Customer with an Agent in accordance with their ordering procedures;

(f) “Products” means the medicinal products supplied by the Agent to Customers on behalf of Sanofi, the sale and purchase of which is governed by these Terms & Conditions;

(g) “Sanofi” means Aventis Pharma Limited trading as Sanofi (company registration number 01535640) whose registered office is at One Onslow Street, Guildford, Surrey, GU1 4YS;

(h) “Sanofi Communication” means any letter or other communication sent by Sanofi or its Affiliates to the Customer from time to time setting out discounts/rebates, promotions or special offers (as well as other terms and conditions) applicable to the purchase of Products by the Customer;

(i) “Terms & Conditions” means Sanofi’s standard terms and conditions of sale as amended by Sanofi from time to time;

2. Basis of Contract

2.1 An Order constitutes an offer by the Customer to purchase the relevant Products in accordance with these Terms & Conditions.  The Customer is responsible for ensuring that its Orders are complete and accurate.

2.2 An Order will be deemed to have been accepted by Sanofi at the point of despatch of the relevant Products by the Agent, forming a legally binding commitment for the Customer to purchase the relevant quantity of Products on the terms and conditions set out in these Terms & Conditions.

2.3 These Terms & Conditions shall prevail over any other terms and conditions, business terms or purchase conditions put forward by the Customer.  All descriptions illustrations and specifications contained in any of the Agent’s authorised brochures, price lists, websites or any other media whatsoever are for illustration only.

2.4 These Terms & Conditions will be updated periodically and the latest version of these will be available on http://url.sanofi.co.uk/pharmacy.

3. Ordering

3.1 In the event that Sanofi is unable to fulfil the full Order, the Agent will notify the Customer within 1 working day following receipt of the Order (via the ordering system, verbally or otherwise) which Products the Agent is unable to provide, and for which Products a follow up delivery will be available.

3.2 Sanofi reserves the right not to accept, or to instruct its Agent not to accept, any Orders (in full or in part) at any time and for any reason.

3.3 When the Agent accepts on behalf of Sanofi Orders placed by the Customer’s employees, agents or contractors, neither Sanofi nor the Agent will be responsible for vetting the authorisation of such employee, agent or contractor and neither Sanofi nor the Agent will be liable to the Customer for any financial losses incurred by virtue of the Agent’s acceptance of such an Order.

4. Deliveries

4.1 Delivery of Products will be made to the delivery address stated in the Order during Monday to Friday between 09.00 hours and 17.00 hours (excluding public holidays) and Saturdays between 09.00 hours and 12.00 hours.  The Customer will be responsible for ensuring that the delivery address is suitable, safe, secure and complies with all applicable regulatory and registration requirements on an ongoing basis.

4.2 The Customer agrees to provide adequate and safe access to the Customer’s property whilst the Agent is delivering the Products at the Customer’s premises and the Customer warrants that they have fully complied and will continue to fully comply with any and all statutory obligations that they have towards all such visitors.

4.3 The signature on the delivery note or electronic hand held device by any person at the delivery address will be evidence that the Customer has accepted the delivery of the Products.  On delivery to the delivery location, Sanofi will be entitled to assume that any signature given is that of a duly authorised representative of the Customer.

4.4 Delivery dates, times and/or periods which are given by the Agent for the delivery of the Products in accordance with their delivery procedures from time to time are an estimate only and time of delivery will not be deemed to be of the essence. Sanofi will use reasonable endeavours to supply the Products in accordance with these but will not be liable for any loss whatsoever or howsoever arising caused by late or non-delivery of the Products.

4.5 Sanofi reserves the right to deliver all or any part of the Products in instalments at its discretion.  Any failure by Sanofi to deliver any one or more instalments in accordance with these Terms & Conditions or any claim by the Customer in respect of any one or more instalments will not entitle the Customer to treat these Terms & Conditions as repudiated.

4.6 Sanofi will have the right to cancel or delay deliveries, or to reduce the amount delivered, if Sanofi and/or the Agent is prevented from, or hindered in or delayed in, manufacturing or in delivering by the normal route or means of delivery the Products covered by the Order, through any circumstances beyond its reasonable control, including but not limited to strikes, lock-outs, accidents, reductions or unavailability of power at a manufacturing plant, break-down of plant or machinery, or shortage or unavailability of Products from the normal source or route of supply.  Sanofi will have no liability arising out of its failure to deliver.

4.7 If the Customer for any reason fails to accept delivery of Products when delivered by Sanofi in accordance with these Terms & Conditions, Sanofi will either (at its sole discretion):

(a) deem the delivery to have been completed, invoice the Customer for the Products, store the Products at the Customer’s risk and cost (including insurance, storage and carriage), and attempt to redeliver the Products at the next reasonable opportunity; or

(b) cancel the Order with immediate effect, without the payment of compensation or other damages suffered by the Customer as a result of such termination.

5. Damaged Products

5.1 Sanofi will have no liability in respect of any damage to Products in an Order delivery that would be apparent on careful inspection of the Products upon delivery, unless full details are notified to the Agent:

(a) In writing within three working days following delivery of ambient Products; or

(b) upon delivery of Products requiring refrigerated storage.

5.2 The Customer must retain all damaged Products (including any damaged packaging) for inspection by (and, upon request, return to) the Agent on behalf of Sanofi.

5.3 Sanofi’s liability in respect of damage to Products in an Order delivery will be limited to giving credit for the purchase price of such Products.

5.4 In the absence of notification from the Customer to the Agent in accordance with Section 5.1, the Products as described in the delivery note will be deemed to have been delivered and accepted by the Customer in a satisfactory condition.

6. Order and Delivery Errors

6.1 Sanofi will only accept the return of ambient Products where they have been ordered in error by the Customer or where they have been delivered in error by the Agent, and only where:

(a) the Customer provides the Agent with full details of such ambient Product returns (including, where applicable, full details of such order or delivery errors) within three working days following delivery;

(b) the Customer has stored the ambient Products correctly whilst in their possession; and

(c) the ambient Products are returned to the Agent no later than within three working days from the date of delivery.

6.2 Sanofi will only accept the return of Products requiring refrigerated storage where they have been delivered in error by the Agent, and only where:

(a) the Customer provides the Agent with full details of such delivery errors upon delivery; and

(b) the Products requiring refrigerated storage are returned on the date of delivery.

6.3 For the avoidance of doubt, Sanofi will not accept the return of Products requiring refrigerated storage that are ordered in error by the Customer under any circumstances.

6.4 If the return of Products is accepted by the Agent on behalf of Sanofi in accordance with Sections 6.1 or 6.2 above, then the Agent will credit the Customer for such Products and arrange for collection of the Products on behalf of Sanofi.  The risk in the Products will remain with the Customer until they are collected by the Agent.

6.5 In the absence of notification from the Customer to the Agent in accordance with Sections 6.1 and 6.2, the Products as described in the delivery note will be deemed to have been delivered and accepted in full by the Customer.

6.6 Notwithstanding any other provision in these Terms & Conditions, Products subject to recall will be credited in full by the Agent on behalf of Sanofi.

7. Compliance & Product Recalls

7.1 The Customer will immediately notify Sanofi of any counterfeit or suspected counterfeit or illegally traded Sanofi products as the Customer becomes aware of them. The Customer will fully cooperate with Sanofi during any investigation related to any of such incidents.

7.2 The Customer  will  notify Sanofi at uk-drugsafety@sanofi.com of  any complaint  or  adverse event  report  received by the Customer relating to any of the Products within twenty‐four (24) hours of the Customer's receipt of such complaint.

7.3 In the event that a recall of any of the Products is required by Sanofi, the Customer will provide the Agent with all necessary assistance as may be reasonably requested in order to effect the recall.  The notification of the steps that the Customer will be required to take to effect the recall may be received verbally from Sanofi and/or the Agent and/or in writing as may be required by the circumstances.  In particular, the Customer will:

(a) return to the Agent the Products covered by the recall;

(b) advise the Agent (as far as practicable) in writing of the business to business buyers of the Products covered by the recall sold by the Customer; and

(c) advise the Agent of any quality or safety issues affecting the Products covered by the recall in accordance with the requirements of the relevant MHRA guidelines.

7.4 In the event that Sanofi is not able to replace the returned Products covered by the recall within five working days, the Agent will issue a credit note to the value of the Products covered by the recall that have been returned to the Agent by the Customer.

8. Pricing

8.1 The price of the Products will be the price set out in the most recent Sanofi Communication as at the date of the relevant Order.  The Customer acknowledges that the price of the Products is subject to change, and any discounts/rebates, promotions or special offers may be withdrawn at any time on written notice to the Customer.

8.2 Unless otherwise stated, the price of the Products is exclusive of value added tax and other similar taxes which will be disclosed as a separate item on the relevant invoice. Where applicable, value added tax (and other similar taxes) will be added to the price at the appropriate rate in force at the date of the relevant Order.

8.3 The price for the Products will include the costs of all standard deliveries and collections made within the United Kingdom, the Isle of Man or the Channel Islands. The Agent may make an additional delivery/carriage charge on (a) urgent deliveries of Product made at the Customer’s request, and/or (b) special deliveries outside of the Agent’s normal scheduled deliveries.   In these cases, the additional charges will be specified by the Agent in advance.

9. Invoicing and Payment

9.1 Any queries regarding the amount invoiced must be raised by the Customer in writing with the Agent within one week following receipt of the relevant invoice. Otherwise, the Customer will be deemed to have accepted the amount invoiced.

9.2 The payment of all sums due to Sanofi for the Products will be made by the Customer to the Agent no later than the last working day of the month immediately following the month of the invoice date.  It is an essential term of these Terms & Conditions that the Customer pays for the Products by the due date, in full and in cleared funds.

9.3 The Customer will pay the full amount shown on the invoice due without making any deductions or offsets for any reason whatsoever unless previously agreed and authorised in writing by Sanofi.

9.4 Payment by the Customer will be made either (i) by bank transfer to a bank located in the United Kingdom (as notified by the Agent to the Customer in writing from time to time); or (ii) by variable Direct Debit (from the Customer’s bank account notified in writing by the Customer to the Agent from time to time).

9.5 Without prejudice to any other right or remedy available to Sanofi, Sanofi will be entitled to charge interest in an amount equal to five percent (5%) per annum above the Bank of England base rate pro-rata on a daily basis from the first day that such payments were due on all amounts owed to Sanofi and not paid on the due date.

9.6 The credit terms extended by Sanofi to the Customer are subject to review by (or on behalf of) Sanofi from time to time. Sanofi reserves the right to vary or withdraw credit facilities provided via the Agent at any time, for any reason and without prior written notice.  To facilitate this review, the Customer agrees to provide to Sanofi (and/or the Agent acting on behalf of Sanofi) on request up-to-date financial information.

9.7 Sanofi will not accept any claims for incorrect value added tax on sales invoices unless those claims are made within a three year period from the date of the invoice containing the incorrect value added tax amount.

10. Risk and Title

10.1 Notwithstanding delivery, legal and beneficial title to the Products will remain with Sanofi until payment for the Products is received in full and clear funds by the Agent on behalf of Sanofi.  The Customer will keep the Products in satisfactory condition as bailee on a fiduciary basis for and on behalf of Sanofi until title passes.  The Customer will during such time:

(a) keep (at no cost to Sanofi) the Products separate and readily identified as Sanofi’s at a location belonging to the Customer (or at a location agreed with Sanofi);

(b) keep the Products free from any charge, lien or encumbrance;

(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Products;

(d) to maintain the Products in satisfactory condition and observe all directions for storage of the Products (including where necessary all directions relating to cold storage); and

(e) subject to Section 10.2, not to part with possession of the Products.

10.2 The Customer may sell the Products before legal and beneficial title passes to the Customer solely on the following conditions:

(a) any sale is in the ordinary course of the Customer’s business; and

(b) the Customer holds the amount of the proceeds that represents the amount owed by the Customer to Sanofi on Sanofi’s behalf; and

(c) any sale is a sale on the Customer’s own behalf (not on behalf of Sanofi) and the Customer deals as a principal when making the sale.

10.3 The Customer will notify Sanofi immediately of an Insolvency Event.

10.4 If a Customer defaults in payment on the due date or if the Customer is subject to an Insolvency Event, the Customer’s right to sell Products for which it has not paid Sanofi in full will terminate immediately and Sanofi will be entitled (without prejudice to its other rights under the Supply Contract) at any time to enter upon any land or premises where the Products are located for the time being for the purpose of recovering and taking possession of the Products constituting Sanofi’s property.

10.5 The risk of damage to or loss of the Products will pass to a Customer at the point of delivery, which will be the point at which the Products are off loaded from the Agent’s vehicle at the delivery location.   Sanofi will, notwithstanding that legal and beneficial title in the Products is retained by Sanofi, have no responsibility in respect of the safe custody of the Products thereafter.   Accordingly, the Customer should insure the Products against such risks (if any) that the Customer thinks appropriate.

11. Customer Sales

11.1 In respect of Products that may only be supplied to the public by persons who are authorised to do so, Sanofi sells such Products to the Customer on the condition that the supply to the public is conducted on that basis.

11.2 The Customer agrees not to sell or supply any Products to customers in any country outside of the European Economic Area (including Switzerland).

11.3 The Customer’s ordering patterns of controlled drugs as defined under the Misuse of Drugs Act 1971 and other substances as deemed appropriate may be subject to internal and external monitoring by the competent authorities.

12. Warranties

Sanofi warrants that:

12.1 It has the right to sell the Products to the Customer in accordance with these Terms & Conditions;

12.2 Each Product complies with the relevant applicable laws in the United Kingdom relating to the manufacture, packaging and labelling of the Products; and

12.3 The Products have been subject to the approval of the competent authorities for the purpose of placing the Products on the market in accordance with applicable laws. Accordingly, all necessary product licences or other marketing authorisations for the performance of Sanofi’s obligations under these Terms & Conditions have been obtained and are in force in the United Kingdom during the term of these Terms & Conditions.

13. Personal Data and Information

13.1 For the purposes of the applicable data protection laws and regulations, including, but not limited to, Regulation (EU) 2016/679 and the UK Data Protection Act 1998 or any other statutory measure which amends, replaces or is made pursuant to such laws and regulations (“Applicable Data Protection Legislation”), Sanofi shall be the data controller of any personal data (as defined in the Applicable Data Protection Legislation) that is processed in relation to the these Terms & Conditions, and the Agent shall be either the data processor (where acting on the behalf of Sanofi) or joint data controller where also processing personal data in the course of its existing wholesale business.

13.2 Sanofi will (and will take reasonable steps to ensure that the Agents will) comply with the requirements of the Applicable Data Protection Legislation in respect of any personal data provided to the Agents and/or Sanofi pursuant to these Terms & Conditions.  Sanofi and/or the Agents will hold any personal data in Sanofi’s and/or the Agent’s electronic and manual systems and process and use it for the purposes of administration of the supply of Products pursuant to these Terms & Conditions and the administration of Customer accounts (including customer services, risk assessment, VAT reporting, analysing purchasing preferences, statistical analysis and market research) and to improve the supply of Products to Customers.

13.3 Any questions about the management of your personal data by Sanofi, or requests for access to personal data should be directed to Sanofi at: Data Privacy Officer, Sanofi, One Onslow Street, Guildford, GU1 4YS.

14. Liability

14.1 Sanofi will not be liable for any faults in the Products caused by the Customer as a result of deliberate or accidental damage, negligence, failure to follow Sanofi’s or the Agent’s instructions (including without limitation storage requirements) or misusing the Products.

14.2 Subject to Section 5 (Damaged Products and Delivery Errors), Sanofi will have no further liability in respect of the Products or any defects therein or any shortages in the quantity of Products delivered and all representations, conditions, guarantees and warranties whether express or implied (by statute or common law or howsoever) as to the quantity, quality of the Products or their fitness for a particular purpose (even if that purpose is made known expressly or by implication to Sanofi) or otherwise are expressly excluded except insofar as such exclusion is prevented by law.

14.3 Nothing in these Terms & Conditions will be deemed to limit or exclude the liability of Sanofi, the Agent or the Customer for (i) fraud, dishonesty or deceit; (ii) death or personal injury caused by their negligence; or (iii) any liability which cannot be excluded or limited by applicable law.

14.4 Subject to Section 14.3, Sanofi’s aggregate liability in respect of the Products supplied pursuant to these Terms & Conditions (whether arising by reason of breach of contract or under the general law of tort), will in no event exceed the purchase price of the Products (as determined by the net price invoiced to the Customer).

14.5 Subject to Section 14.3, Sanofi will not be liable for any direct, indirect, special or consequential liabilities, losses, charges, damages, costs and expenses suffered by the Customer howsoever caused and including, without limitation, pure economic loss, loss of anticipated profits, goodwill, revenue, reputation, anticipated savings, management time, business receipts or contracts or losses or expenses resulting from third party claims.

15. Termination

15.1 Sanofi may terminate these Terms & Conditions and any Orders placed under them on one month’s prior written notice to the Customer.

15.2 In the event that the Customer (i) is subject to an Insolvency Event; or (ii) commits a material breach of these Terms & Conditions, then without prejudice to any other right or remedy available to Sanofi, Sanofi will be entitled to:

(a) terminate these Terms & Conditions and any Orders placed under them; and/or

(b) stop and/or recall any Products in transit to the Customer; and/or

(c) suspend any further deliveries of Products to the Customer with immediate effect, and/or

(d) enter upon any land or premises where the Products delivered to the Customer are located for the purpose of recovering and taking possession of the Products to which title has not passed to the Customer in accordance with these Terms & Conditions,

and the Customer’s right to sell or otherwise dispose of the Products pursuant to Section 10.2 will terminate immediately and all sums owed to Sanofi will become immediately due and payable.

16. General

16.1 Any notice to be given under these Terms & Conditions to:

(a) Sanofi will be made in writing for the attention of the Head of Supply Chain and sent to: One Onslow Street, Guildford, GU1 4YS,

(b) the Agent will be made in writing and sent to the address specified in their latest delivery note,

(c) the Customer will be made in writing and sent to the delivery address stated in the latest Order,

and will be deemed to have been duly given, if sent by post, 48 hours after posting or if by email, at the time of sending.

16.2 These Terms & Conditions and any dispute or claim arising out of or in connection with them will be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

16.3 These Terms & Conditions are personal to the Customer.  The Customer will not assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under these Terms & Conditions without the prior written consent of Sanofi. Such consent will not relieve the Customer from any liability or obligation under these Terms & Conditions.

16.4 Other than an Affiliate of Sanofi, a person who is not a party to these Terms & Conditions has no right (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any of their terms.

16.5 If any part of these Terms & Conditions is illegal or unenforceable, the offending portion will be severed.  Any such invalidity or unenforceability will not affect the validity or enforceability of any other provision which will remain in full force and effect.

Updated: September 18, 2017