The seller’s attention is drawn particularly to clauses 2.2 and 6.1
In these Conditions, unless the context requires otherwise, the following definitions apply: “Company” means the Sanofi entity purchasing the Goods and/or Services from the Seller in this context, being any of Aventis Pharma Limited (01535640), Opella Healthcare UK Limited (12854035), Sanofi-Aventis Ireland Limited (166500), or Genzyme Ireland Limited (316537); “Conditions” means these terms and conditions as amended by Company from time to time; “Contract” means the contract between Company and Seller for the supply of Goods and/or Services comprising these Conditions, the Order and any Specifications; “Delivery Time” means: (a) if the Contract relates to the purchase of Goods by Company, the date(s) upon which the Goods are to be delivered as described in the Order; (b) if the Contract relates to the supply of Services to Company, the period(s) over which the Services are to be provided as described in the Order; or (c) if silent, within 28 calendar days of the Order on Monday to Friday between the hours of 9.00am to 5.00pm; “Goods” means all of the goods and materials (or any part of them) described in the Order, which are to be supplied to Company under the Contract; “Losses” means all costs (on a full indemnity basis, including the cost of enforcement), expenses, liabilities, injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of turnover, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings legal costs (on a full indemnity basis) and judgements; “Order” means Company’s purchase order for the Goods and/or Services; “Party” or “Parties” means either the Company or the Seller individually, or the Company and the Seller collectively, respectively; “Personnel” means the employees, sub-contractors or agents of Seller or any employees of the sub-contractors or agents of Seller who are to be engaged in providing the Services under this Contract; “Point of Delivery” means such location for delivery of the Goods or performance of the Services (as the case may be) as specified by Company in the Order or, if not specified, such other address as may be agreed by the Parties; “Seller” means the person or entity with which Company places the Order; “Services” means: (a) in cases where the Contract relates to the purchase of services by Company, all of the services described in the Order or the Specifications (if any) to be performed by Seller under the Contract; or (b) in cases where the Contract relates to the purchase of Goods by Company, the installation or other services (if any) relating to the purchase and delivery of such Goods as described in the Order and/or the Specifications (if any), and in each case together with any services which can be reasonably inferred for the proper execution and completion of the Contract; “Specifications” means the specifications of or for the Goods and/or Services (if any) provided to Seller by Company; and “Warranty Period” means the longer of: (a) 12 months from the date of the Goods being put into operation; (b) 36 months from the Delivery of the Goods; (c) any period specified in the Order; or (d) any period implied by law.
2.1. This Contract provides for the purchase of Goods and/or Services by Company. Unless the context requires otherwise, where the Contract relates solely to the purchase of Goods, references to Services shall be disregarded, and where the Contract relates solely to the purchase of Services, references to Goods shall be disregarded.
2.2 THE SELLER'S ATTENTION IS DRAWN PARTICULARLY TO THIS CLAUSE:These Conditions apply to the Contract and to all supplies of Goods and/or Services by Seller under the Contract to the exclusion of any other terms and conditions the Seller seeks to impose or incorporate (whether under any acknowledgment or confirmation of order, quotation, specification, delivery note, invoice or otherwise), or which are implied by trade, custom, practice or course of dealing, provided that these Conditions and/or the Contract shall not supersede any existing services and/or goods agreement in place between and signed by the Parties prior to the Commencement Date to the extent that the terms of these Conditions and/or Contract conflict or are inconsistent with the terms of such services and/or goods agreement. Seller's acceptance of the Order shall be deemed conclusive evidence of Seller’s acceptance of these Conditions
2.3. No conduct of Company shall constitute acceptance of any of Seller's terms. No obligations shall arise on the part of Company from: (a) any order confirmation or other documents issued by Seller which are not strictly in accordance with the corresponding Order; (b) order confirmations confirming verbal orders unless such order confirmations have been subsequently expressly accepted by means of a duly signed written document issued by Company; or (c) any request for offers or quotations issued by Company.
2.4. If any Order and/or Specifications (if any) provisions are inconsistent with these Conditions, these Conditions will prevail unless the Condition to be overridden is specifically identified and the intention for the Order and/or Specifications to amend these Conditions is clearly expressed.
Upon acceptance of the Order (and from such date), the Contract shall come into existence (the “Commencement date”). The Order may not be unlimited, including tacitly renewals, and may only be extended by means of an amendment signed by duly authorised representatives of the Company and the Seller respectively.
4.1. Without prejudice to any other rights or remedies, Company has the right to terminate the Contract with immediate effect, and such termination shall apply to all or part of the Order, considering Delivery Time as required:
4.1.1. upon receipt by Seller of a reasonable written notice from Company at any time, without Company incurring any liability, termination fees, damages or compensation whatsoever to Seller;
4.1.2. if Seller commits a material breach of any of the terms of the Contract, including but not limited to confidentiality, data protection, security, business integrity, insurance or environment, which in the reasonable belief of Company is incapable of remedy or, where the breach is capable of remedy, Seller fails to remedy such breach within 14 days of written notice of such breach from Company, specifying the breach and requiring it to be remedied;
4.1.3. if Seller becomes insolvent, is unable to pay its debts, ceases to trade, makes any composition or arrangement with its creditors, has a liquidator, receiver, administrative receiver, examiner or administrator appointed over all or any part of its undertaking, enters into compulsory or voluntary liquidation (other than for the purposes of amalgamation or reconstruction), suffers the occurrence of any event analogous to those described above under applicable law, or if Company has reasonable cause to believe that any of the foregoing circumstances may occur;
4.1.4. if Seller indicates in any way, including by its conduct, that it is unwilling to comply with the provisions of the Contract;
4.1.5. if a Force Majeure event occur for the period specified in clause 8 below;
4.1.6. in accordance with Clause 12.2.4 below;
4.1.7. in accordance with Clause 22.214.171.124 below;
4.1.8. in accordance with Clause 12.9.5 below; or
4.1.9. if the Seller experiences a change of control which is not agreed by Company prior to the date of change of control. For the purposes of this Clause “control” will have the same meaning as in section 1124 of the Corporation Tax Act 2010. Without prejudice to Clause 4.1, such termination shall occur 14 days after receipt by Seller of written termination notice from Company due to change of control.
4.2. Upon termination of the Contract, Seller shall deliver to Company all documentation, information and materials which belong to or were supplied to Seller by Company, including without limitation all Confidential Information, Company Materials and Works (as defined below), together with any Goods, which are in Seller's custody or control. Company shall be entitled to enter Seller's premises, without prior notice, for the purpose of removing therefrom any such documentation, information, materials and goods.
4.3. In the event of termination of the Contract, Seller shall cease incurring or committing to any cost in connection with the Order. Company will only be required to pay to the Seller the sums corresponding to the compliant performance of the Order not yet invoiced up to the effective date of the termination. If applicable, Seller shall reimburse any advance payment received for part of the Order not performed or any payment received for defective and/or non-compliant Goods and/or Services.
4.4. Company shall in no event, whether in contract, tort (including negligence) or howsoever arising, be liable for incidental, indirect, special or consequential damages of any kind or for loss of profits or revenue or loss of business arising out of, or in connection with, the Contract or the termination thereof whether or not Company was advised of the possibility of such damage.
4.5. Notwithstanding any termination of the Contract, the provisions of the Contract shall continue to bind each Party insofar as and for as long as may be necessary to give effect to their respective rights and obligations hereunder.
4.6. Termination of the Contract by Company shall be without prejudice to the rights and remedies of Company in relation to any negligence, omission or default of Seller prior to such termination.
5.1. The price of the Goods and/or Services shall be as stated in the Order, or, where the price has been omitted, it is agreed that the price payable shall be the lowest prevailing market price for such Goods and/or Services, but in no case shall the price be higher than the most recent quotation from Seller (the “Price”). Seller warrants that the Price is not less favourable than those currently extended to any other customer of Seller for the same or similar goods and/or services in similar or smaller quantities and under like circumstances. In the event Seller reduces its price for such goods and/or services during the term of the Contract, Seller agrees to reduce the Price correspondingly.
5.2. Other than as expressly provided herein, no variation in the Price (whether to reflect variations in currency exchange rates, the cost of labour, materials, overheads, any other cost or expense, or otherwise) or the method of payment specified in the Contract will be accepted without the prior written approval of Company.
5.3. The Price shall be inclusive of all charges for packing, shipping, carriage, insurance, delivery and all other costs and duties including without limitation any and all taxes (except VAT, where applicable, which shall be payable by Company subject to receipt of a VAT invoice), other duties (where applicable) and governmental charges, now imposed or hereafter becoming effective, relating to the production, sale, shipment, export, importation, use or erection of the Goods or performance of the Services. Seller agrees to indemnify Company against and reimburse it for any expenditure, liabilities, costs or payments incurred or made by Company caused by or relating to Seller's failure to pay such taxes, duties and other governmental charges. Prior to making payment, Company may request a current Tax Clearance Certificate in respect of Seller.
5.4. Unless agreed otherwise by the Parties, Seller shall invoice Company for all Goods and/or Services supplied to Company hereunder within 15 calendar days of delivery of the Goods or completion of the performance of the Services (as applicable). No invoice may be submitted until after delivery of the Goods or performance of the Services.
5.5. Seller acknowledges and agrees that Company normally requires invoices to be submitted electronically, and Seller will accordingly issue all invoices under the Contract such that they will be delivered to Company via Company’s electronic global trading platform, Tungsten Network (or such successor system as Company may implement from time to time, in either case for the purposes "Tungsten network"), and Seller will work with Company, or Company’s nominated representative, and use reasonable efforts to ensure that Seller is able to send invoices via Tungsten Network in accordance with Clause 5.4 above. If Company agrees that Seller is not required to issue invoices electronically (until such time as Seller is able to submit such invoices electronically in accordance with this Clause 5.5), e-mail PDF submission to SanofiUK.Urgentinvoice@ironmountain.com, or to such other address as may be specified in the relevant Order, and in each case with a copy of the relevant invoice being sent to any additional Company contact specified on the Order, and for the avoidance of doubt, Seller shall bear all or any implementation or operating costs incurred by it in complying with this requirement. All invoicing information can be found on the Company’s Supplier Portal at https://suppliers.sanofi.com/en/standards-and-procedures/invoicing.
5.6. Payment for Goods and/or Services supplied to Company hereunder shall be conditional upon and subject to: (a) delivery of the Goods or performance of the Services without their rejection pursuant to Clause 6; (b) provision of a valid invoice by Seller, as described above; and (c) where relevant, receipt by Company of an appropriate VAT invoice in respect of the Goods and/or Services.
5.7. Inattention to the following details may mean a delay in payment, but no prompt payment discount shall be forfeited by Company on account of Seller’s failure: (a) to send on the day of despatch for each consignment such advice(s) of despatch and invoice(s) as may be indicated on the Order; (b) to send a monthly statement of account quoting the invoice numbers applicable to each item thereon; (c) to mark clearly the Order number on the consignment package, packing notes, advice notes and all correspondence relating thereto; or (d) the correct purchase order number must in all cases, be quoted on all invoices or monthly statements; Company will accept no liability where the Order number is not indicated.
5.8. Provided the Goods and/or Services have been delivered to Company, payment will be made by Company to the Seller for Goods and/or Services which comply with the Contract within ninety (90) days from the date of receipt of the relevant invoice by Company.
5.9. Company reserves the right to deduct from any monies due or becoming due to Seller under the Contract any monies owed to or claimed by Company from Seller whether under the Contract or otherwise.
Liability - The seller’s attention is drawn particularly to this clause
6.1. Seller shall assume full liability for and shall indemnify, protect and hold harmless Company, its affiliates, and its and their respective directors, officers, employees, servants, agents and representatives, and any third party, including subcontractors, engaged by the Company ("Indemnified Parties") from and against any and all Losses, without monetary cap, which may accrue to or be sustained by any of the Indemnified Parties resulting from or arising out of:
6.1.1. Seller's or any of its personnel’s, employees’, servants’, agents’, representatives’ or sub-contractors’ work, or on account of or connected with the Goods and/or Services provided hereunder;
6.1.2. any direct or indirect breach, negligent performance or failure or delay in performance of the terms of the Contract by Seller, its personnel, employees, servants, agents, representatives or sub-contractors;
6.1.3. any default or misconduct of Seller, its personnel, employees, servants, agents, representatives or sub-contractors;
6.1.4. any claim by the Seller’s personnel, employees or agents used to provide the Goods and/or Services; or
6.1.5. any claim, suit or action made or threatened against the Indemnified Parties for actual or alleged infringement of any third party's Intellectual Property Rights (as defined below) by reason of the manufacture of the Goods or supply of the Services (including the products of the Services) by Seller, the resale thereof by any of the Indemnified Parties, and use of said Goods or any part thereof for a purpose known to Seller or of which Seller would reasonably have been aware. Seller, at Company's request, shall defend, at its own expense, any such claim, suit or action.
6.2. The indemnities given by Seller in Clause 6.1 shall not apply to any liability, damage, cost or expense caused solely by the negligence of any of the Indemnified Parties.
7.1. The Seller shall at its own expense, maintain appropriate and adequate insurance in respect of its liability arising from the Contract to cover its performance under the Contract and any obligations under the Contract which may extend beyond or continue following termination of the Contract.
7.2. The Seller shall notify Company immediately of any modifications, termination, or suspension of its insurance which may have a material effect on its ability to meet its liability requirements arising under the Contract.
8.1. Company shall not be liable for a failure or delay in taking delivery of the Goods and/or Services hereunder, and Seller shall not be liable for a failure or delay in delivering the Goods and/or performing the Services, if the failure or delay is occasioned by an event beyond the reasonable control of Company or Seller respectively including but not limited to fire, explosion, flood, war, act of terrorism, act of God, accident, interruption of or delay in transportation, labour dispute, strike, suspension of operations or works at any of Company's plants or places of business, government action, riot or rebellion (such circumstances to be “Force majeure”). An event of Force Majeure which affects Seller’s or Company’s performance of the Contract shall be notified by the affected Party to the other as soon as reasonably practicable in the circumstances and both the Seller and Company shall take reasonable action to mitigate the effects of the Force Majeure event where practicable. Both Seller and Company will bear its own costs and expenses incurred in connection with a Force Majeure event. Where, during an event of Force Majeure, Company is able to take delivery of a reduced quantity of Goods or a reduced level of performance of Services, Company shall be entitled to do so without liability to Seller and without prejudice to Company's right to claim Force Majeure in respect of the balance of this Order. Where Force Majeure continues for a period of two (2) months or longer, Company shall be entitled to terminate the Contract and the provisions of Clause 4 shall apply. Where the event of Force Majeure resolves before this period, both the Seller and Company will resume performance of its respective obligations under the Contract as soon as the event of Force Majeure ceases, or as soon as practicable, whichever is sooner.
9.1. The Company (or its appointed representatives) will have the right, at any time upon reasonable notice to the Seller, to audit Seller’s operations, facilities, procedures and/or systems (but only to the extent that these relate to the Order) during normal business hours, in order to reasonably satisfy itself that Seller is in compliance with all of its obligations hereunder and any applicable laws, standards and regulations. Seller will provide Company (or its appointed representatives) with access to the Seller’s premises for the purpose of such audit. Seller will, and will ensure that its Personnel will, cooperate fully in good faith with such audits on the same basis, scope, method, nature and duration of which will be of the sole discretion of Sanofi acting reasonably. Company undertakes to keep confidential all information obtained from any such audit in accordance with the provisions of Clause 10. Audits under this Clause shall be carried out at Company’s cost but, in the event that the audit demonstrates a breach by the Seller of the terms of the Contract, the Seller shall reimburse Company all costs of the audit. The rights set out in this Clause shall extend to any Personnel and Seller shall procure Personnel’s compliance with such rights. Following an audit, Seller shall, at its cost, promptly take all appropriate measures to implement any corrective and/or preventative action or recommendations as of Company which has been identified during an audit. Failure by Seller to implement such corrective and preventative action in the timeframe allocated shall amount to material breach of the Contract.
9.2. Should a regulatory or law enforcement authority or body carry out or intend to carry out an audit and/or inspection of Seller in such a way that it may relate to the Order or affect the Seller’s ability to perform the Order, Seller shall, at no extra cost to Company, notify Company as soon as reasonably possible and provide, details of the action taken or proposed.
10.1. Subject to clause 10.2, Seller shall not without the prior written consent of Company (both during and for a period of ten (10) years after termination or expiry of the Contract without limitation) use (other than in the performance of the Contract) or disclose directly or indirectly to any other person any technical or commercial know-how, specifications, inventions, processes or initiatives of the Company which are of a confidential nature (whether labelled as confidential or not) and have been disclosed, whether in writing, orally electronically or in any other form, to Seller by Company, its personnel, employees, servants, agents, representatives or sub-contractors, and any other confidential information concerning Company's business or its products (including without limitation the existence and terms of the Contract and the subject matter thereof) which Seller may obtain, including without limitation any Specifications and Works (“Confidential information”), save that this shall not prevent any disclosure of such information which is required by law, court order or any legal or regulatory authority.
10.2. Seller may disclose Confidential Information to such of its Personnel as need to know it for the purpose of discharging Seller's obligations to Company under the Contract, provided that it ensures that they are subject to obligations of confidentiality corresponding to those which bind Seller. Seller shall be liable in full for any breach of its obligations under this Clause 10 and the provisions of Clause 4 and Clause 6 shall apply as appropriate.
10.3. All Confidential Information shall be and remain at all times the property of Company and shall be preserved and regarded by Seller as secret and confidential. Seller will protect Company’s Confidential Information with at least the same degree of care as it uses for its own confidential information.
10.4. Seller will, on request of Company made at any time, or upon expiry or termination of the Order promptly return (or at Company’s option destroy) all Confidential Information to the extent reasonably possible, save for that Seller may retain one (1) copy for archiving purposes only or as required by applicable laws.
10.5. Seller shall not make or permit any statements relating to the Goods and/or Services, or images of the Goods, to appear without the prior written consent of Company. Seller will afford facilities to Company to record such images for the purpose of indicating progress, technical description or publicity.
11.1. The Parties agree that Seller shall obtain no right in any Intellectual Property Rights (as defined below) of Company whether by supplying the Goods and/or Services or otherwise.
11.2. All tools, equipment, materials, blueprints, drawings, designs, documents, specifications (including the Specifications), data and other information provided to Seller by Company in connection with the Contract (“Company materials”) and all copyright, patent, designs rights, trademarks, domain names, databases and all other intellectual property rights, including any registration or application to register, renew and/or extend any of these rights (“Intellectual property rights”) in or arising out of them shall vest in and remain at all times the property of Company. Seller shall keep all such Company Materials in safe custody at its own risk, shall maintain them in good condition until returned to Company, shall use them only as necessary to perform the Contract and otherwise in accordance with Company’s written instructions or authorisation, and shall return them to Company on completion of the Contract.
11.3. Any products of the Services, any ideas, improvements, information, discoveries, inventions or development arising out of the Services which result from or involves suggestions, directions or information given by Company, any Goods made in accordance with the Specifications and any Goods and/or any developments to Goods specifically produced or developed by Seller for Company in connection with the Contract (each being “Works”), and all Intellectual Property Rights in such Works, shall be the sole and exclusive property of Company.
11.4. Seller hereby assigns and agrees to assign to Company absolutely with full title guarantee and free from all third party rights, all right, title and interest in any Intellectual Property Rights in the Works, regardless of their form, nature or state of completion. Seller hereby waives or shall procure a waiver of all moral rights in such Works to which any individual is now or may be at any future time entitled.
11.5. Seller shall promptly at Company’s request do (or procure to be done) all such further acts and things and execute all such other documents as Company may from time to time require for the purpose of securing Company the full benefit of this Clause 16 including all right, title and interest in and to the Intellectual Property Rights assigned to Company in accordance with this Clause 16. Seller shall, and will procure that its employees, servants, agents, representatives and sub-contractors shall, fully co-operate with Company in obtaining suitable protection for Company for such Intellectual Property Rights including, but not limited to, execution of patent applications and assignments as required by Company.
11.6. In respect of the Goods and any goods that are transferred to Company as part of the Services under the Contract, Seller warrants that it has full, clear and unencumbered title to all such items, and that, at the date of delivery of such items to Company, it will have full and unrestricted rights to sell and transfer all such items to Company, and such items shall not infringe the intellectual property rights of any third party.
Specific provisions related to order
12.1. Order formation, acceptance & changes
12.1.1. An Order constitutes an offer which may be withdrawn, cancelled or amended by Company at any time before acceptance by Seller. Acceptance of an Order shall take place whenever expressly confirmed by Seller or by any other conduct consistent with acceptance. If Seller is unable to accept an Order, it shall notify Company promptly.
12.1.2. Company shall be entitled at any time to require deviation from, addition to, or omission of instructions or requirements for the Goods and/or Services (“Change”). If such Change shall make the Goods and/or Services more or less expensive than if performed in accordance with the original instructions or requirements, a fair and reasonable addition or deduction (agreed with Company in writing) may be made to the Price. No claim shall be allowed for any extra labour or material used by Seller in connection with a Change unless the same has been approved in writing by Company. Acceptance of payment of the Price constitutes a waiver of all claims for extra Services and/or Goods furnished.
12.2. Order performance
12.2.1. For the purposes of these Conditions, “Public official” means (a) an officer, employee or comparable person or individual who acts in an official (including legislative, administrative or judicial) capacity for or on behalf of any local, national, territorial, federal, state, federal district or municipal government agency or independent agency, organisation, commission, committee, foundation, or governmental corporation; (b) any political party, candidate for public office, officer, employee, or person acting for or on behalf of a political party or candidate for public office; (c) an employee or person acting on behalf of a publicly-owned business or healthcare provider; (d) an officer, employee or person acting for or on behalf of a public international organisation; or (e) any person engaged or related to any similar entity to those referred to above. This includes any doctor, medical professional, employee or officer of any government healthcare authority, organisation or agency or any government regulatory agency.
12.2.2. Seller represents and warrants to Company that: (a) all Goods and Services delivered pursuant to this Contract will be produced, sold and delivered to Company, and all facilities used by Seller in connection with the delivery of any Goods and Services shall be in compliance with the Order, all applicable statutory and regulatory requirements, professional standards and good industry practices; (b) it has the appropriate skills, capacity, equipment and qualified personnel to supply the Goods and/or perform the Services; (c) it has not and will not directly or indirectly offer or pay or authorise the offer or payment of any money or anything of value in order to improperly influence a Public Official and if Seller is a Public Official, it represents and warrants that it has not accepted nor will accept any such payment; (d) all Goods delivered pursuant to this Order will have been sourced from the sources agreed with or notified to Company and will not have been produced using child labour; (e) it has obtained and will maintain for the duration of the Contract (at its own cost) all necessary licences, permissions, consents, authorisations and permits whatsoever required for the purposes of performing its obligations under the Contract and in particular to provide to Company the Goods and/or Services, and shall produce evidence of the same in a timely fashion when requested by Company; (f) any packaging, marking, labelling and shipping papers for international shipment of all hazardous Goods will meet applicable national and international laws, standards and regulations; (g) all information supplied by it to Company during Company's pre-contractual due diligence is complete, truthful and accurate; and (h) it will update the representations and warranties contained in the Contract if, during the term of the Contract, it, or any of its directors, officers, or employees or consultants responsible for performance under the Contract or a relative of such individual becomes a Public Official or if a Public Official becomes an owner of Seller; (i) to minimise any critical adverse consequences for the Company where there is any interruption to the Order or the Seller’s performance under the Contract, the Seller will continue by all means possible at all times to perform the Order, including not but limited to by maintaining an up-to-date business continuity and disaster recovery plan, as necessary; (j) each of the Seller’s subcontractors, as applicable, will adhere to and comply with the Seller’s obligations as set out in this Clause 12.2.
12.2.3. Seller shall assist Company in taking all reasonable steps to ensure that funds provided and paid to Seller hereunder are properly applied, including but not limited to: (a) Seller providing detailed invoices pursuant to the Contract on a periodic basis; (b) Seller obtaining in advance the written authorisation of Company in relation to any extraordinary expenditure which it may incur in the provision of the Goods and/or Services; (c) Seller providing supporting documentation in relation to reimbursement of expenses discharged in the provision of the Goods and/or Services; and (d) during the term of the Contract and for 3 years after final payment has been made under the Contract, Seller permits Company and its agents to review and copy its books, documents, papers and records insofar as they involve transactions relating to the Contract (Company agrees that, save as may be required by law or for ensuring compliance with the terms of this Agreement, such documents shall be treated as confidential and shall not be disclosed to any party outside of Company).
12.2.4. If Seller is in breach of any part of this Clause 12.2 or Company learns that: (a) improper payments are being or have been made to a Public Official by Seller with respect to Services performed on behalf of Company or any other Company group company; or (b) that a third party or those acting on behalf of a third party with respect to Services performed on behalf of Company has accepted any payment, item, or benefit, regardless of value, as an improper inducement to award, obtain or retail business or otherwise gain or grant an improper business advantage from or to any other person or entity, then Company may terminate the Contract immediately in writing and without any requirement for notice and without any liability whatsoever to Seller. Further, in the event of such termination, Seller shall not be entitled to any further payment regardless of any activities undertaken or agreements with additional third parties.
12.2.5. If the term of the Contract exceeds one (1) year, Seller shall certify its compliance with this entire Clause 12.2 on an annual basis in a form provided at the relevant time by Company. Seller agrees to comply with Company's anti-corruption policy as provided to it by Company.
12.3. Acceptance of goods and/or services
12.3.1. Company shall have the right to inspect the Goods, including the right to verify the quantity of Goods actually shipped, at the Point of Delivery, for a period of 30 calendar days from their actual receipt at the Point of Delivery, before tendering payment or accepting the Goods. Failure to inspect within 30 calendar days after actual receipt of the Goods at the Point of Delivery shall constitute a waiver of Company's rights of inspection and shall be equivalent to acceptance of the Goods. Such failure to inspect shall not, however, limit Company's rights under this Clause 12.3.
12.3.2. Without prejudice to any other right or remedy which Company may have, if any Goods and/or Services are not supplied or performed in accordance with, or Seller fails to comply with any of the terms of the Contract, including without limitation any failure by Seller to deliver the Goods and/or perform the Services by the Delivery Time, Company will be entitled (but not obliged) to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods and/or Services have been accepted by Company:
126.96.36.199. to terminate the Contract with immediate effect by giving written notice to Seller and be repaid any sums paid hereunder;
188.8.131.52. to reject the Goods and/or Services (in whole or in part) and return any Goods to Seller in accordance with Clause 12.3.4;
184.108.40.206. to refuse to accept any further deliveries of Goods and/or Services without any liability to Seller;
220.127.116.11. to recover from Seller any costs incurred by Company in obtaining substitute Goods and/or Services from a third party;
18.104.22.168. at Company’s option, to give Seller the opportunity at Seller’s expense either to remedy any defect in the Goods and/or Services or to supply replacement Goods and/or Services and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
22.214.171.124. to carry out at Seller’s expense any works necessary to make the Goods and/or Services comply with the Contract; and/or
126.96.36.199. to claim such damages (whether resulting from direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profit)) as may have been sustained in consequence of Seller’s breach of the Contract including, but not limited to, transport costs, dismantling and assembling costs, costs for changing foundations and public utility conduits, and shall be reimbursed for the same within 30 calendar days notifying Seller.
12.3.3. Company’s rights under the Contract are in addition to its rights and remedies implied by statute and common law.
12.3.4. If Goods or any portion thereof are rejected, Company shall promptly notify Seller of such rejection. Any Goods rejected by Company may be returned by Company at the expense and risk of Seller and no payment shall be due in relation to them from Company. In the event that the Company has already paid for rejected Goods, Seller shall refund Company in full for such Goods forthwith.
12.3.5. Any rejection by Company or any acceptance by Company of credit, refund or replacement, shall be without any liability whatsoever on the part of Company and without prejudice to Company’s other rights, whether in contract, tort or otherwise, in respect of the defective nature or other failure of the Goods and/or Services to comply with the requirements of this Contract.
12.4. Planning and delays
12.4.1. The Delivery Time will be of the essence. Where any delay in Delivery can be anticipated or, in the case that Delivery is delayed, Seller must notify Company of the delay as soon as they are aware of that fact and, in any event, not fewer than seven (7) calendar days before the Delivery Time.
12.5. Information security and quality measures
12.5.1. Seller shall comply and shall procure that each of Seller’s Personnel and permitted sub-contractors shall comply at a minimum with the information security and quality measures provisions currently set out in https://suppliers.sanofi.com/en/standards-and-procedures as amended by the Company from time to time. Such terms are hereby incorporated herein by reference and the Parties expressly commit to comply with them.
12.6.1. Where the Order is related to a Company product, specific pharmacovigilance requirements will apply. In this case, the Seller and the Company shall comply with the terms of the applicable pharmacovigilance clause currently available at https://suppliers.sanofi.com/en/standards-and-procedures as amended by the Company from time to time. Such terms are hereby incorporated herein by reference and the Parties expressly commit to comply with them.
12.7.1. Seller agrees and acknowledges that:
188.8.131.52. Company is relying on Seller's skill and expertise to ensure Goods are of merchantable quality and fit for the purpose intended and, in addition to all other warranties, expressed or implied, established by statute or common law, or set out in the Contract, Seller hereby expressly represents and warrants that it has the right to sell the Goods and that, for the Warranty Period: (a) the Goods will conform with any applicable Specifications, drawings and any other description relating to the Goods provided or accepted in writing by Company (as the case may be); (b) the Goods shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by Seller or made known to Seller by Company, expressly or by implication, and in this respect Company relies on Seller's skill and judgment; (c) the Goods are free from any defect in design, materials and workmanship, and patent and latent defects, and any and all liens, charges and encumbrances; and (d) the Goods are identical in all material respects to any samples provided; and
184.108.40.206. Company is relying on Seller's skill and expertise to ensure that the Services are provided with all due care, skill and diligence and, in addition to all other warranties, expressed or implied, established by statute or common law, or elsewhere set forth in the Contract, Seller hereby expressly represents and warrants that the Services: (a) will be provided by appropriately experienced, qualified and trained personnel; (b) will be rendered with all due skill, care and diligence; (c) will conform to all Specifications and any other description relating to the Services, provided or accepted in writing by Company (as the case may be); and (d) that the output of the Services shall be fit for any purpose expressly or by implication made known to Seller.
12.7.2. Such warranties, together with all other service warranties and guarantees of Seller, shall endure to the benefit of Company, its successors, assigns and customers. All warranties shall survive inspection, test, acceptance and payment by Company for the Warranty Period. All of the above warranties shall continue in force notwithstanding the failure of Company to enforce the same from time to time, and such warranties shall not be deemed to be varied by any course of dealing established between the Parties hereto, or otherwise.
12.7.3. Seller shall keep detailed records of all things done by it in relation to the provision of Services hereunder for a minimum period of 7 years and, at Company's request, shall make such records available for inspection and/or provide copies to Company.
12.8. Delivery – transfer of ownership and risks
12.8.1. All Goods shall be delivered in a single lot, unless stated otherwise, be suitably packed or otherwise prepared for shipment having due regard to the nature of the Goods and the method of shipment, so as to comply in all respects with all relevant laws, standards and regulations, secure the most competitive transportation rates and meet the requirements of the carrier (who may be nominated by Company) to ensure safe shipment.
12.8.2. Each container of Goods must be marked or accompanied by a delivery note to show the order date, quantity, order number, contents (including code number of the Goods, where applicable), any special storage conditions, supplier's name and, subject to Clause 12.8.6, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered. A packing sheet showing this information and any special instructions relating to the safe handling of the container shall be included in each package. Company's determination of count or weight shall be conclusive.
12.8.3. Without prejudice to Clause 13, Seller shall, at its own expense, procure any import and/or export licence or other authorisation necessary for the delivery of the Goods to, or the performance of the Services at, the Point of Delivery, and shall provide the certificate of origin and any other documents which Company may require for the purpose of taking delivery, and evidencing ownership, of the Goods. Seller shall deliver the Goods to Company, or perform the Services, at the Point of Delivery at the Delivery Time, and, in relation to the Goods, Delivery shall take place when the Goods are unloaded (“Delivery”).
12.8.4. Seller shall inform Company of any requirements for access that Seller may have to allow for the Goods and/or Services to be delivered in accordance with the Contract, any Specifications or schedule of works. Seller shall be liable for all of Company’s costs, losses or expenses arising from late delivery in accordance with the Contract caused by a failure to inform Company of any delivery requirements Seller may have in sufficient time to allow Company to accommodate the requirements to allow proper deliver to take place.
12.8.5. Company shall not be required to accept instalment deliveries or performance. If the Goods are agreed to be delivered or the Services are to be performed, by instalments, the Contract will be treated as a single contract and shall not be severable.
12.8.6. Risk and property in the Goods shall pass to Company on Delivery. Passing of risk and property shall be without prejudice to any right of rejection Company has under the Contract, by operation of law or otherwise.
12.8.7. In relation to the supply of Goods under the Contract, it shall be the obligation of Seller to insure the Goods to the full value thereof until completion of Delivery against any loss, damage or destruction by any cause whatsoever.
12.9. Rules applicable in the event of on-site activities
12.9.1. Seller and its personnel, employees, servants, agents, representatives and/or sub-contractors shall comply with all site rules notified to it by Company, all other health, safety, hygiene and environmental requirements, and all industry standards, regardless of their form.
12.9.2. Seller shall inform Company immediately in the event that a risk to the environment, or the health and/or safety of personnel and/or equipment occurs on site.
12.9.3. Seller warrants that it, and its personnel, employees, servants, agents, representatives and/or sub-contractors shall not cause any difficulty for or damage to other contractors of the Company or their equipment also working on site.
12.9.4. Any Seller's equipment remains at all times at Seller's risk, who shall insure such equipment against all risk of loss or damage. Company accepts no liability for any loss of or damage to Seller's equipment, however caused, including through Company's negligence.
12.9.5. Should Seller breach this Clause 12.9, the Company may evict the Seller, its personnel, employees, servants, agents, representatives and/or sub-contractors from the site and may terminate the Order with immediate effect.
13.1. Personal data protection
13.1.1. Under this article, the Parties agree that the terms “Personal data”, “Data controller”, “Processor”, “Processing”, “Applicable data protection law”, “Services”, and “Order” shall have the meanings assigned to them in the Data Processing Agreement (if applicable) or otherwise the meaning assigned to them in these Conditions or, as the case may be, in the applicable law.
13.1.2. Each Party shall, with regards to its own respective Processing activities for which is acts as a Controller, comply with its own obligations under Applicable Data Protection Law.
13.1.3. The Parties agree that, for the purposes of performing the Order under these Conditions, the Seller shall not process Personal Data on behalf of the Company.
13.1.4. However, to the extent that the Seller processes any Personal Data on the Company’s behalf within the scope of the Order or should the Seller identify the fact that, during the performance of the Order, the Seller is processing Personal Data on the Company’s behalf (in such case, the Seller shall immediately inform the Company thereof), such Processing shall be governed by the terms of the Data Processing Agreement currently available at https://www.sanofi.co.uk/en/other-legal-notices/data-processing-agreement as amended by the Company from time to time. Such terms are hereby incorporated herein by reference and the Parties expressly commit to comply with them.
13.1.5. Where the performance of the Order under the General Terms and Conditions benefits affiliates of the Company, either directly or through the signature of any relevant documentation (e.g. statement of work, purchase order, etc.). The Parties expressly agree that each of the Company’s affiliates shall be regarded as a Controller independently in its own right.
13.2. Global Compact, Anti-corruptions, conflict of interest, transparency, restricted parties screening and conflict minerals
13.2.1. Global compact. The Company is a member of the Global Compact established by the United Nations (https://www.unglobalcompact.org) and has undertaken to support and apply certain fundamental principles in the fields of human rights, working conditions, the environment and anti-corruption. Relations with the Company at the time of any Order are contingent upon the Seller’s respect for the same principles as well as any specific code of conduct implementing such principles by the Company such as the Sanofi Supplier Code of Conduct (https://suppliers.sanofi.com/-/media/Project/One-Sanofi-Web/Websites/Global/Sanofi-Suppliers-COM/fr/Sanofi-Supplier-code-of-conduct.pdf) and the Sanofi Code of Ethics (http://www.codeofethics.sanofi/). The Seller undertakes to respect these principles and/or codes of conduct during the performance of the Order and set up sufficient internal procedures, tools and measurement indicators necessary to guarantee compliance with these principles. It authorises the Company to assess the effectiveness of these, itself or through a third party approved by the two Parties.
13.2.2. Anti-corruption. The Seller undertakes to comply with all applicable national and internal laws and regulations regarding the prevention of and fight against corruption and influence peddling. This commitment must be extended, by the Seller to all the third parties to whom the Seller may sub-contract all or part of the Order. The Seller undertakes to never propose to Company employees any sum of money, gifts, loans, rebates or valuable objects.
13.2.3. Conflicts of interest. The Seller declares that on the proof of receipt date of the order form formalising the Order, no conflict of interest (hereinafter the “Conflict of interest”) exist to affect or that is likely to affect the performance of the Service(s) or the supplying of the Goods due to these interests conflicting with their proper realisation to the detriment of the Company’s interests. In addition, the Seller undertakes to declare any Conflict of Interest arising during the performance of the Order. In this event, the Company shall have the right to exercise its right of termination under the conditions provided for in the General Conditions of Purchase.
13.2.4. Transparency. In the event applicable to the Seller, the Company shall make public the existence of this Order together with any amounts of costs paid within the framework of the Order in accordance with the prevailing legal and regulatory provisions relating to the transparency of personal connections.
13.2.5. Restricted parties screening. The Seller shall comply with any and all applicable trade regulations (including but not limited to those on embargo and embargoed countries) and shall take all the necessary measures not to work with entities or individuals who are on any (national or international) sanctions and similar restrictions lists.
13.2.6. Conflict minerals. The Seller shall not use, and shall not allow to be used, any (a) cassiterite, columbite-tantalite, gold, wolframite, or the derivatives tantalum, tin or tungsten (“Initial conflict minerals”) that originated in the Democratic Republic of Congo (“DRC”) or an adjoining country, or (b) any other mineral or its derivatives determined by the Secretary of State to be financing conflict pursuant to Section 13p of the Securities and Exchange Act of 1934 (“Additional conflict minerals”), and together with the Initial Conflict Minerals, “Conflict minerals”), in the manufacturing of any product that is implied in the performance of the Order. Notwithstanding the foregoing, if the Seller uses, or determines that it has used, a Conflict Mineral in the manufacturing or any such Product(s), the Seller shall immediately notify the Company, which notice shall contain a written description of the use of the Conflict Mineral, including, without limitation, whether the Conflict Mineral appears in any amount of the Product(s) (including trace amounts) and a valid and verifiable certificate of origin of the Conflict Mineral used. The Seller must be able to demonstrate that it undertook a reasonable country of origin inquiry and due diligence process in connection with its preparation and delivery of the certificate of origin.
13.3. Requirements pursuant to social regulation
13.3.1. All Personnel will at all times be and be deemed to be employees of Seller or Seller’s sub-contractors or agents and not of Company or any affiliate of Company. Seller will be responsible for taking all disciplinary action in respect of the Personnel and for paying any salaries, taxes, contributions and charges payable in respect of the Personnel.
13.3.2. In the event that this Contract terminates for whatever reason or the provision of the Services (or any part of them) ceases for whatever reason, and in either case, in circumstances where there is a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time (“Regulations”), Seller will:
220.127.116.11. on the effective date of termination of this Contract (or cessation of the Services or any part of them) for whatever reason, deliver to Company on request copies of all personnel and employment records (including national insurance and PAYE records), employment contracts and statements of terms and conditions of employment and disciplinary records for all employees who are a member of the Personnel on that date. It is expressly acknowledged by Seller that Company can pass such information on to any third party who takes over the performance of all or part of the Services upon termination of this Contract or cessation of the Services for whatever reason (“Replacement service provider”); and
18.104.22.168. keep indemnified Company and any Replacement Service Provider against any Losses arising from or in connection with any act or omission by the Seller or its agents prior to the date of termination of this Contract or the ending of the provision of the Services in relation to the employment or the termination of the employment of any employees who are or have been members of the Personnel at any time, including a breach of Regulation 13 of the Regulations.
13.4.1. Seller shall comply with all applicable environmental protection rules and regulations relating notably to chemicals and classified facilities. Should the Contract involve any hazardous substances or materials as determined by the applicable laws or regulations, Seller warrants that it comprehends the nature of the hazard related to the use, handling and transportation of such materials as applicable to Seller. Upon receipt of the Order, Seller shall notify Company of any such hazardous materials present in any of the Goods ordered by Company. Seller shall furnish prior to Delivery all appropriate safety data sheets and any other documentation requested by Company so as to enable Company to comply with applicable laws and regulations on receipt of Goods and/or performance of the Services.
14.1. Transfer and assignment
Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. Seller may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Company.
If Seller does sub-contract any of its rights or obligations under the Contract (with Company’s consent), all acts and omissions of such sub-contractors shall be deemed to be the acts and omissions of Seller and Seller shall ensure that any sub-contractor complies with the obligations set out in the Contract and Seller shall remain fully liable at all times for the same.
Governing law and dispute resolution
15.1. Governing law
The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the country in which the Company is domiciled.
15.2. Dispute resolution
Each Party irrevocably agrees that the courts of the country in which the Company is domiciled shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Date of preparation March 2023