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; and
(i) “Terms & Conditions” means the standard terms and conditions of sale set out in this document 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 (for retail and hospital customers) and http://url.sanofi.co.uk/dds (for dispensing doctor customers).
3.1 In the event that Sanofi is unable to fulfil the full Order, the Agent will notify the Customer within one 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.
4.1 Delivery of Products will be made to the delivery address stated in the Order (or such other location as Sanofi or the Agent may agree with the Customer) 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 (and will procure) adequate and safe access to the property at the delivery address whilst the Agent is delivering the Products at those premises and the Customer warrants that they (and any other owner of the property at the delivery address) have fully complied and will continue to fully comply with any and all statutory obligations that they have towards all such visitors.
4.3 In the absence of notification from the Customer to the Agent in accordance with Section 5.1 (Damaged Products), 6.1 (Order and Delivery Errors for Ambient Products) or 6.2 (Order and Delivery Errors for Refrigerated Products) below, the Products as described in the delivery note will be deemed to have been delivered and accepted in full by the Customer in a satisfactory condition.
4.4 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.
4.5 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.
4.6 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.
4.7 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.
4.8 If the Customer (or any authorised representative of 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.
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 ambient Products have been stored correctly since being delivered at the delivery address by the Agent; 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 Section 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 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 (or Sanofi Affiliate) 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 firstname.lastname@example.org 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 (or, where such Products are being held by a third party on the Customer’s behalf, procure that such Products are returned to the Agent);
(b) advise the Agent (as far as practicable) in writing of the business to business buyers of the Products covered by the recall and 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.
8.1 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 or 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: (a) 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 (b) 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 the earlier of: (a) payment for the Products is received in full and clear funds by the Agent on behalf of Sanofi; and (b) the Customer resells those Products, in which case title to those Products shall pass to the Customer immediately before the time at which resale by the Customer occurs.
10.2 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) 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 10.4 below, not to part with possession of the Products.
10.3 In the event that the Products are stored by a third party on behalf of the Customer before title passes, the Customer will ensure that such third party representative complies with the requirements of Section 10.1 above.
10.4 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;
(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.
10.5 The Customer will notify Sanofi immediately of an Insolvency Event.
10.6 If before title to Products passes to the Customer the Customer defaults in payment on the due date or the Customer is subject to an Insolvency Event, the Customer’s right to resell 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 these Terms & Conditions) at any time to enter upon any land or premises of the Customer or any third party where the Products are located for the time being for the purpose of recovering and taking possession of the Products constituting Sanofi’s property (in the event that such Products are located upon any land or premises of a third party, the Customer will procure the permission of such third party for such entry).
10.7 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.
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 applicable data protection laws and regulations, including, but not limited to, the EU General Data Protection Regulation (Regulation (EU) 2016/679) and the UK Data Protection Act 2018 and any other statutory measure which amends, replaces or is made pursuant to such laws and regulations (“Applicable Data Protection Legislation”), Aventis Pharma Limited and Genzyme Therapeutics Limited shall be the controllers of any personal data (as defined in the Applicable Data Protection Legislation) that is provided by the Customer to, or collected from the Customer by, Sanofi or the Agent in relation to any Order and/or these Terms & Conditions, including, for example, the name, job title, postal address and email address of the Customer (if it is an individual) or its employees (“Personal Data”). The Agent will be either the processor (where acting on behalf of Sanofi) or will also be the controller where also processing such Personal Data in the course of its existing wholesale business.
13.3 Sanofi may share Personal Data within the Sanofi group and/or with external third parties, such as logistics service providers and distributors. We may also transfer, store and process Personal Data outside the European Economic Area.
14.1 Sanofi will not be liable for any faults in the Products caused by the Customer (or any third party acting on the Customer’s behalf) 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 above (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 or quality of the Products, 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: (a) fraud, dishonesty or deceit; (b) death or personal injury caused by their negligence; or (c) any liability which cannot be excluded or limited by applicable law.
14.4 Subject to Section 14.3 above, 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 above, Sanofi will not be liable for any direct, indirect, special or consequential liabilities, losses, charges, damages, costs or expenses suffered by the Customer howsoever caused, including, without limitation, pure economic loss, loss of anticipated profits, goodwill, revenue, reputation, anticipated savings, management time, business receipts or contracts and losses or expenses resulting from third party claims.
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;
(b) stop and/or recall any Products in transit to the Customer;
(c) suspend any further deliveries of Products to the Customer with immediate effect; and/or
(d) enter upon any land or premises of the Customer or any third party where the Products 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 (in the event that such Products are located upon any land or premises of a third party, the Customer will procure the permission of such third party for such entry),
and the Customer’s right to sell or otherwise dispose of the Products pursuant to Section 10.2 above will terminate immediately and all sums owed to Sanofi will become immediately due and payable.
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; and
(c) the Customer will be made in writing and sent to the delivery address stated in the latest Order,
and in each case 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: November 21, 2018