Aventis Pharma Limited Standard Terms and Conditions of Sale

Version applicable from 1 January 2017

1.	Definitions and Interpretation
1.1	In these Conditions the following definitions apply: 'Business Day' means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. 'Company' means Aventis Pharma Limited (company number 01535640) having its registered office at 410 Thames Valley Park Drive, Reading, RG6 1PT. 'Conditions' means the terms and conditions set out in this document, as amended from time to time. 'Contract' means the contract between the Company and Customer for the sale and purchase of the Products in accordance with these Conditions. 'Customer' means the person or entity who purchases the Products. 'Force Majeure Event' has the meaning set out in clause 10 of these Conditions. 'Party' and 'Parties' means the Company and Customer. 'Products' means the products (or any part of them) set out in the Order. 'Order' means Customer's order for the Products as accepted by the Company.
1.2	In these Conditions the following rules apply:
1.2.1	a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2	a reference to a party includes its personal representatives, successors or permitted assigns.
1.2.3	a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.4	any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5	a reference to writing or written includes faxes and e-mails.
2.	General Principles
2.1	These Conditions apply to all sales of Products made by Aventis Pharma Limited ("Aventis Pharma Limited") to the exclusion of any other terms that may otherwise be imposed by UK and/or European legislation, and any other terms Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2	All brochures, catalogues and all promotional materials are to be treated as illustrative only. Their contents form no part of any contract between the Company and Customer and Customer should not rely on them in entering into the Contract.
2.3	An Order sent to the Company constitutes an offer by Customer to purchase the Products in accordance with the Conditions.
2.4	An Order shall only be deemed to be final and binding once accepted by the Company, at which point the Contract shall come into existence.
2.5	The Company reserves sole discretion as to whether to permit any requested cancellation or amendment.
2.6	The Company reserves its rights to suspend or cancel any Order if Customer:
2.6.1	fails to pay any monies when due (under the Order or otherwise);
2.6.2	becomes insolvent; or
2.6.3	breaches any of the Conditions of the Contract.
3.	Delivery
3.1	The Company shall deliver the Products to the location set out in the Order or such other location as the Parties may agree in advance and in writing ('Delivery Location').
3.2	Delivery of the Products shall be completed on the Products arrival at the Delivery Location.
3.3	Any dates and times for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery that is caused by a Force Majeure Event or Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
3.4	In the event of short shipments, breakage of Products in transit, receipt of damaged Products, batch or pricing discrepancy, or any other alleged departure from these terms and conditions, the Customer must notify the Company within three (3) Business Days of receipt of the Products.
3.5	If the Company fails to deliver the Products Customer may, by informing the Company in writing, cancel the Contract, however:
3.5.1	Customer may not cancel the Contract if the Products have already been dispatched by the Company; and
3.5.2	where Customer cancels the Contract, Customer has no further claim against the Company under that Contract and/ or in relation to the Products which were subject to that Contract.
3.6	The Company may deliver the Products in instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle Customer to cancel any other instalment.
3.7	The Company may decline to deliver if:
3.7.1	The Company believes it would be unsafe, unlawful or unreasonably difficult to do so; or
3.7.2	the premises (or access to them) are unsuitable for the delivery vehicle.
3.8	Customer is responsible for ensuring that all products are stored correctly in accordance with the instructions on the packaging.
4.	Title and Risk
4.1	Risk in the Products shall pass to Customer on completion of delivery.
4.2	Title to the Products shall not pass to Customer until the Company has received payment in full (in cleared funds) for the Products.
4.3	Until title to the Products has passed to Customer, Customer shall:
4.3.1	hold the Products on a fiduciary basis as the Company bailee;
4.3.2	store the Products separately from all other goods held by Customer so that they remain readily identifiable as the Company's property;
4.3.3	not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
4.3.4	maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
4.3.5	notify the Company immediately if it becomes subject to any of the events listed in clause 8.2; and
4.3.6	provide the Company such information relating to the Products as the Company may require from time to time, but Customer may resell or use the Products in the ordinary course of its business, unless informed otherwise in writing by the Company.
4.4	If before title to the Products passes to Customer it becomes subject to any of the events listed in clause 8.2, or the Company reasonably believes that any such event is about to happen and notifies Customer accordingly, then, provided that the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require Customer to deliver up the Products and, if Customer fails to do so promptly, enter any premises of Customer or of any third party where the Products are stored in order to recover them.
4.5	The Company reserves its right to take legal action to recover the price of the Products from Customer should Customer not pay the Company in accordance with the Contract, regardless of the passing or not of title.
5.	Quality
5.1	The Company warrants that on delivery the Products shall:
5.1.1	conform with their description; and
5.1.2	be free from material defects in design, material and workmanship.
5.2	The Company provides no other warranties, and excludes all other warranties, terms and conditions that may otherwise be implied, including those applicable to the quality of the Products or their fitness for any purpose.
5.3	Subject to clause 5.4, if:
5.3.1	Customer gives written notice to the Company within three (3) Business Days of delivery of the Products that some or all of the Products do not comply with the warranty set out in clause 5.1;
5.3.2	The Company is given reasonably opportunity of examining the Products; and
5.3.3	Customer, if asked to do so in writing by the Company, returns such Products to the Company, the Company shall, at its option, replace the defective Products or refund the price of the defective Products in full.
5.4	The Company shall not be liable for Products' failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.4.1	the defect arises because Customer failed to follow the Company's instructions as to the storage, handling and use of the Products or (if there are none) good industry practice regarding the same;
5.4.2	Customer alters the Products, including the packaging and labelling; or
5.4.3	the defect arises as a result of wilful damage, negligence, or inappropriate storage or inappropriate handling conditions.
5.5	Except as provided in this clause 5, the Company shall have no other liability to Customer in respect of the Products' failure to comply with the warranty set out in clause 5.1, and/or any other Conditions.
5.6	These Conditions shall apply to any replacement Products supplied by the Company.
6.	Price and Payment
6.1	The price of the Products shall be the price set out in the Order, or, if no price is quoted, the price set out in the Company's published price list in force as at the date of delivery.
6.2	A delivery charge, at the discretion of the Company, will be added to all orders below £100 (one hundred pounds) net, unless otherwise confirmed in writing by the Company.
6.3	All prices are exclusive of Value Added Tax ('VAT'), unless otherwise stated. VAT will be charged at the rate applying at the time of delivery.
6.4	Unless Customer has an approved credit account with the Company, Customer must pay the Company in cleared funds prior to delivery.
6.5	The Company may invoice Customer for the Products any time after acceptance of the Order by the Company.
6.6	Customer shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by the Company. Time of payment is of the essence.
6.7	If Customer fails to make any payment due to the Company under the Contract by the due date for payment, then Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Customer shall pay the interest together with the overdue amount.
6.8	In addition to the provisions of clause 6.7, if Customer fails to pay any sum owing, the COmpany may, in its absolute discretion:
6.8.1	suspend or cancel future deliveries;
6.8.2	cancel any discount offered to Customer;
6.8.3	amend, alter or modify any terms offered to the Customer, including but not limited to any credit limit;
6.8.4	recover from Customer the cost of taking legal action to claim unpaid sums.
6.9	Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). the Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by Customer against any amount payable by the Company to Customer.
7.	Returns
7.1	No return of Products shall be accepted unless a prior written agreement by the Company has been made.
8.	Insolvency
8.1	If Customer becomes subject to any of the events listed in clause 8.2, or the Company reasonably believes that Customer is about to become subject to any of them and notifies Customer accordingly, then, without limiting any other right or remedy available to the Company, the Company may cancel or suspend all further deliveries under the Contract or under any other contract between Customer and the Company without incurring any liability to Customer, and all outstanding sums in respect of Products delivered to Customer shall become immediately due.
8.2	For the purposes of clause 8.1, the relevant events are:
8.2.1	Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of the Insolvency Act 1986;
8.2.2	Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than where these events take place for the sole purpose of a scheme for a solvent amalgamation of Customer with one or more other companies or the solvent reconstruction of Customer;
8.2.3	a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Customer, other than for the sole purpose of a scheme for a solvent amalgamation of Customer with one or more other companies or the solvent reconstruction of Customer;
8.2.5	a creditor or encumbrancer of Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days;
8.2.6	an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over Customer;
8.2.7	the holder of a qualifying charge over Customer's assets has become entitled to appoint or has appointed an administrative receiver;
8.2.8	a person becomes entitled to appoint a receiver over Customer's assets or a receiver is appointed over Customer's assets;
8.2.9	Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; and
8.2.10	Customer's financial position deteriorates to such an extent that in the Supplier's opinion Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.3	Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9.	Limitation of Liability
9.1	Nothing in these Conditions shall limit or exclude the Company's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); fraud or fraudulent misrepresentation; and any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
9.2	Subject to clause 9.1:
9.2.1	The Company shall under no circumstances whatsoever be liable to 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
9.2.2	The Company's total liability to Customer, unless otherwise stated elsewhere in the Contract, in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed one hundred pounds (£100).
10.	Force Majeure
	Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a Party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11.	Intellectual Property
11.1	Customer shall not have any intellectual property right with regard to the Products, and the Company shall remain the exclusive owner or licensee of all such rights. Any use in any manner whatsoever by Customer of the trademark and/or logo of the Company , of the Products, and/or of any other trademark owned by or licensed by the Company, is strictly prohibited without the Company's prior written agreement. Any marketing and sale of the Products undertaken by Customer must be made exclusively under the Company trademark or any other trademark owned by or licensed by the Company, to the exclusion of any trademark or distinctive sign owned by Customer or any other person.
11.2	Customer shall inform the Company of any legal action brought against them concerning matters of intellectual property of the Company's Products, and shall not take any steps without expressly referring the matter to the Company. The Company alone shall be entitled to conduct the proceedings and decide on any action to be taken with regards to the items concerned, with respect both to the courts as well as third parties involved in the case.
12.	General
12.1	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 England . Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
12.2	The 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.
12.3	Customer may not assign, transfer, mortgage, charge, subcontract, 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 the Company.
12.4	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.
12.5	A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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.
12.6	Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and an authorised representative of the Company.
12.7	A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.8	Any notice by either party which is to be served under these Conditions may be served by leaving it at or by delivering it to (by first class post) the other party's registered office or principal place of business. All such notices must be signed.
12.9	The Contract constitutes the entire agreement and understanding between the Parties. Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.