In these Terms & Conditions, unless the context requires otherwise, the following words and expressions will have the following meanings:
“Applicable Data Protection Legislation” has the meaning given in Section 12.1 below;
“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
“Contract” means the contract between Sanofi and the Customer for the sale and purchase of the Products in accordance with these Terms & Conditions and any additional terms that are agreed and recorded in writing as applicable;
“Customer” means the person or entity that places an Order;
“Delivery Location” has the meaning given in Section 4.1 below;
“Minimum Order Value” has the meaning given in Section 3 below;
“Order” means an order for the purchase of Products placed by the Customer with Sanofi;
“Personal Data” has the meaning given in Section 12.1 below;
“Products” means the medicinal products supplied by Sanofi to Customers and set out in the Order;
“Sanofi” means Opella Healthcare UK Limited (Company number 12854035) trading as Sanofi and having its trading office at 410 Thames Valley Park Drive, Reading, Berkshire, RG6 1PT;
“Sanofi Communication” means any letter or other communication sent by Sanofi 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 the Products by the Customer; and
“Terms & Conditions” means the terms and conditions of sale set out in this document as amended by Sanofi from time to time.
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes fax but not email.
2. Basis of Contract
2.1. These Terms & Conditions shall apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate or which might be implied by trade, custom, practice or course of dealing. No conduct by Sanofi shall be deemed to constitute acceptance of any terms of trading of the Customer.
2.2. An Order constitutes an offer by the Customer to purchase the Products in accordance with these Terms & Conditions. The Customer is responsible for ensuring that the terms of the Order submitted by the Customer are complete and accurate. An Order will be deemed to have been accepted by Sanofi at the point of dispatch of the Products, at which point the Contract shall come in to existence. Sanofi reserves the right not to accept any Order (in full or in part) at any time for any reason, including without limitation for lack of availability or missing order cut-off times.
2.3. If a supply agreement or equivalent exists between the parties, it shall take precedence over the Contract. If any Contract contains additional provisions agreed and recorded in writing between the parties in accordance with Section 1.1 above (other than a supply agreement or equivalent) and any of those additional provisions conflict with these Terms & Conditions, those additional provisions will prevail, except that nothing shall prevail over the exclusions and limitations of Sanofi’s liability set out in these Terms & Conditions unless the additional provision expressly refers to the exclusions and limitations of Sanofi’s liability set out in these Terms & Conditions and states that it prevails over them.
2.4. Sanofi may perform any of its obligations or exercise any of its rights under the Contract itself or through its ultimate holding company, any direct or indirect subsidiary undertaking of such holding company or any contractor or agent.
2.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
2.6. These Terms & Conditions will be updated periodically and the latest version of these will be available on www.sanofi.co.uk.
Products will be supplied only in multiples of each standard outer or other unit. If necessary, ordered quantities will be rounded up to the nearest multiple and shall be charged accordingly. A minimum order value of £100 applies (“Minimum Order Value”), for all orders below the Minimum Order Value, the Customer will incur a charge of £50 per order.
4.1. Sanofi shall deliver itself, or through a carrier, the Products to the location set out in the Order or such other location as may be agreed between the parties (“Delivery Location”). Sanofi endeavours to meet the delivery time (+/- 30 minutes) as agreed with the Customer. Any quoted dates for delivery by Sanofi are approximate only and, except by operation of law or as otherwise agreed in writing, time of delivery shall not be of the essence. Sanofi shall use reasonable endeavours to deliver the Products by such quoted delivery date but may deliver the Products before or after such date. Sanofi may make delivery by instalments which shall be invoiced separately. Delivery shall be deemed to have taken place when the Products are unloaded at the Delivery Location.
4.2. In the event that the Customer fails to accept delivery of the Products outside the agreed delivery window Sanofi shall endeavour to redeliver the affected Products within three (3) Business Days or issue a credit in respect of them as agreed with the Customer.
5. Damaged Products
5.1. Any shortage, damage or defect to Products on delivery must be noted on the delivery advice at the time of delivery and claims arising therefrom must be reported to Sanofi, in writing:
(a) within 24 hours of the time of delivery for any shortage, damage or defect which would be apparent from a reasonable visual inspection on delivery; or
(b) in respect of any damage or defect which would not be apparent from a reasonable visual inspection on delivery, within 24 hours of the claim becoming apparent. For the avoidance of doubt, defects to the outer packaging of any Products are deemed to be apparent from a reasonable visual inspection.
5.2. Thereafter, the Customer shall be deemed to have accepted the Products as delivered and Sanofi shall have no liability for such shortages, damage or defects.
5.3. The Customer must retain all damaged or defective Products (including any damaged or defective packaging) for inspection by (and, upon request, return to) Sanofi.
5.4. Provided the Customer has demonstrated the damage or defect to Sanofi’s satisfaction, Sanofi’s liability in respect of damage or defects to Products will be limited to giving credit for the purchase price of such Products.
Unless otherwise agreed with Sanofi, Products correctly supplied against an Order may not be returned for exchange or credit.
7. Compliance & Product Recalls
7.1. In the event that a recall of any of the Products is required by Sanofi, the Customer will provide Sanofi with all necessary assistance as may be reasonably requested in order to effect the recall. The notification from Sanofi of the steps that the Customer will be required to take to effect the recall may be communicated verbally or in writing. In particular, the Customer will:
(a) return to Sanofi 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 Sanofi);
(b) advise Sanofi (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 Sanofi of any quality or safety issues affecting the Products covered by the recall in accordance with the requirements of the relevant MHRA guidelines.
7.2. In the event that Sanofi is not able to replace the returned Products covered by the recall, Sanofi will issue a credit note for the purchase price of the Products covered by the recall that have been returned to Sanofi by the Customer.
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. Unless stated otherwise, such price is exclusive of VAT, costs of and charges for delivery, packaging and insurance, and export and import duties, which the Customer will be liable to pay.
9. Invoicing and Payment
9.1. Sanofi may invoice the Customer for the Products on or at any time after the completion of delivery. The Customer shall pay the invoice in full and in cleared funds in accordance with the payment terms notified to the Customer by Sanofi in writing from time to time, without any set-off, counter claim, abatement, retention or other deduction or qualification for any reason, including for the provision of promotional services provided by the Customer to Sanofi. Remittance of all payments shall be made directly to Sanofi and in accordance with the instructions on the relevant invoice. Time for payment is of the essence. The Customer must raise any queries relating to an invoice in writing within one week of receipt of the invoice. In the absence of any such query, the Customer will be deemed to have accepted the invoice.
9.2. Sanofi may determine at its absolute discretion whether, and on what terms, to grant any application for credit by the Customer. Sanofi may undertake a search with a credit reference agency before accepting any such credit application. Sanofi may also make enquiries about the principal directors of the Customer with a credit reference agency and the credit reference agency may record these searches. Sanofi will monitor and record information relating to the trade credit performance of the Customer and the Customer consents and agrees that such records will be made available to credit reference agencies and other organisations in order to assess applications for credit and for the purposes of fraud prevention and debtor tracing.
9.3 Failure by the Customer to pay sums due to Sanofi by the relevant due date shall entitle Sanofi, without prejudice to any other rights or remedies it may have, to:
(a) suspend supply of all further Products until settlement is made in full; and/or
(b) apply interest on the overdue sum at the rate of 5 per cent per annum above the base rate of HSBC from time to time, such interest to be accrued on a daily basis and compounded quarterly from the date on which payment was due to the date on which actual payment is made in full, whether before or after judgment; and/or
(c) deduct or withhold sums (including interest) owed by the Customer to Sanofi from any sums owed by Sanofi to the Customer; and/or
(d) resell any Products not yet delivered to the Customer; and/or
(e) vary or withdraw any credit terms given; and/ or
(f) withdraw any credit or rebate that Sanofi may have agreed with the Customer (whether agreed as part of the Contract or any separate arrangement).
10. Risk and Title
10.1. The risk in the Products shall pass to the Customer on delivery in accordance with Section 4.1 above.
10.2. Title to the Products shall not pass from Sanofi to the Customer until the earlier of:
(a) Sanofi receives, in cleared funds: (i) the full price of the Products under the Order; and (ii) all other sums due from the Customer in respect of the Contract; and (iii) any other sum due from the Customer to Sanofi; or
(b) the Customer resells the Products, in which case title to the Products shall pass to the Customer immediately before the Products are sold on to the purchaser.
10.3. Subject to Section 10.5 below, the Customer may resell or use the Products in the normal course of its business before Sanofi receives payment for the Products, however the Customer shall be acting as principal and not as Sanofi’s agent.
10.4. Until title to the Products has passed to the Customer, the Customer shall: (i) store the Products separately from all other goods held by the Customer so they remain readily identifiable as Sanofi’s property; (ii) not remove, deface or obscure any identifying mark or packaging on or related to the Products; and (iii) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
10.5. If, before title passes to the Customer, the Customer becomes subject to any of the events listed in Section 14.1(c) below, then, the Customer will notify Sanofi immediately and, without limiting any other right or remedy Sanofi may have: (i) the Customer’s right to resell the Products or use them in the ordinary course of its business ceases immediately; (ii) Sanofi may at any time require the Customer to deliver up all Products in its possession that have not been resold or irrevocably incorporated into another product; and (iii) if the Customer fails to so deliver up the relevant Products promptly, Sanofi or its appointed agent may enter upon any premises in the control of the Customer or of any third party where Sanofi reasonably believes the Products to be for the purpose of recovering the Products. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of Sanofi. Should the buyer do so, all monies owing by the Customer to Sanofi shall (without prejudice to any other right of remedy of Sanofi) forthwith become due and payable.
11. Customer Sales
The Customer represents, warrants and undertakes to Sanofi that it has the necessary consents, licences, authorisations and other permissions required by law to deal in the Products and shall comply with all applicable laws regarding handling, storing and/or dealing with the Products. Where the Customer acts as a wholesaler, it represents and warrants that it holds the appropriate wholesaler dealers’ licence and that it offers the Products for sale to only qualifying outlets.
12. Personal Data and Information
12.1. For the purposes of applicable data protection laws and regulations, including, but not limited to, the UK Data Protection Act 2018 as amended from time to time (“Applicable Data Protection Legislation”), Opella Healthcare UK Limited shall be the controller 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 in relation to any Order and/or the Contract, 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”).
12.3. 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 UK.
13.1. Except for liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation or for any other matter in respect of which it would be unlawful for Sanofi to exclude or restrict liability, the Customer agrees that:
(a) Sanofi shall under no circumstances whatsoever be liable to the Customer whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) Sanofi’s total liability to the Customer arising under or in connection with the Contract (whether in contract, tort (including negligence), breach of statutory duty, misrepresentation (whether before or after the date of the Contract) or otherwise) shall in no circumstances exceed the price of the Products under the Contract.
14.1. Without prejudice to any other rights or remedies it may have, Sanofi may terminate the Contract immediately by giving notice to the Customer if the Customer:
(a) commits a material breach of any term of the Contract;
(b) has failed to pay any sum due to Sanofi by the applicable due date whether under the Contract or any other contract based on these terms and previously agreed between the parties (not withstanding that such failure to pay under any of these contracts may not amount to a repudiatory or material breach of contract); or
(c) a receiver or administrative receiver is appointed to the Customer’s business or the Customer passes a resolution for winding up or a court of competent jurisdiction makes an order to that effect or the Customer becomes subject to an administration order or shall enter into a voluntary arrangement with its creditors or shall cease, or threaten to cease, carrying on all or a substantial part of its business or is unable to pay its debts in accordance with S. 123 of the Insolvency Act 1986.
14.2. Without prejudice to any other rights or remedies it may have, Sanofi may suspend provision of the Products under the Contract or any other contract between the Customer and Sanofi if the Customer becomes subject to any of the events listed in Section 14.1(c) above or Sanofi reasonably believes that the Customer is about to become subject to any of them.
14.3. On termination of the Contract for any reason the Customer shall immediately pay to Sanofi all of Sanofi’s outstanding unpaid invoices and interest. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
15. Force Majeure
Neither party shall be in breach of the Contract nor liable for any failure or delay in complying with the terms of the Contract due to any circumstances beyond its reasonable control including, without limitation, any act of God, strike, riot, war, fire, flood or shortage of materials at market rates. Such party’s obligations hereunder shall be suspended without liability pending the outcome of such event.
16.1. Sanofi may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Sanofi.
16.2. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
16.3. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (including the prices paid under the Contract) except as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.4. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.5. 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.
16.6. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
16.7. This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract
16.8. Customer may not make public announcements outside of the normal course of trade concerning the Products without Sanofi’s prior written consent.
16.9. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Updated: August 2021
Job bag number MAT-GB-2104369 (v1.0)
Date of preparation October 2021