General travel terms and conditions of sale
ACCEPTANCE OF ORDERS
All orders are accepted by CRUCELL UK LTD subject to these conditions of sale. No variation on these terms and conditions will be accepted by CRUCELL UK LTD unless previously agreed in writing. Orders will only be binding on receipt of written confirmation from CRUCELL UK LTD. CRUCELL UK LTD reserve the right to refuse any order.
CUSTOMER’S AUTHORITY
Customers entering into transactions with CRUCELL UK LTD expressly warrant that they are authorised to accept these conditions for themselves and as agents for and on behalf of all other persons who are or may be interested in CRUCELL UK LTD goods and products.
PAYMENT
Payment of account is to be received by CRUCELL UK LTD within 30 days of the date of each and every invoice. Failure to pay on the due date will entitle CRUCELL UK LTD to withhold delivery of any subsequent orders.
PRICES
Prices charged will be prices charged on date of order entry. All trade prices quoted are subject to VAT at the prevailing standard rate.
DETAILS AND SPECIFICATION
Details and specification of products may be changed without prior notice. We will be pleased to check the details of any product for you by telephone. CRUCELL UK LTD reserves the right to alter any specification of any given product at any given time without prior notification or withdraw any item without explanation.
CANCELLATION OF GOODS
CRUCELL UK LTD will endeavour to meet the customer’s requirements but will not be under any obligation to accept cancellation or amendment to any order or part order.
RETENTION OF TITLE
All goods supplied by CRUCELL UK LTD to the customer shall remain the property of CRUCELL UK LTD until such time as product is delivered to the customer. After delivery of the goods to the customer or his nominated sub-purchaser, the goods shall be at the customer’s risk and the customer shall ensure insure these goods against loss or damage.
Until such time as title in the goods should pass to the customer in accordance with the foregoing provisions, CRUCELL UK LTD shall be entitled at any time to repossess the goods whether with or without notice.
FORCE MAJEURE
Deliveries against the contract may be suspended pending any contingencies beyond our control and CRUCELL UK LTD shall not be liable for any loss or damage occasioned to the customer thereby.
NO WARRANTY
CRUCELL UK LTD gives no warranty and makes no representation as to the suitability or fitness of any goods for any particular purpose unless expressly given or made in the Summary of Product Characteristics.
DELIVERIES
Every effort will be taken to supply orders promptly but CRUCELL UK LTD will not accept any responsibility for suspension or delay in deliveries nor the consequences thereof.
CARRIAGE
Carriage charges (where applicable) available on request.
Orders will normally be dispatched Monday to Friday. In exceptional circumstances deliveries outside of this period may be made and may be subject to further charges.
A delivery charge will be applied for orders less than £100 excl. VAT.
All orders outside the UK will incur a carriage charge.
METHOD OF DISTRIBUTION
The method of distribution will be Cold-Chain.
RISK Risk shall pass to the customer from date of delivery of the goods.
NON-DELIVERY In the event of non-delivery of the goods customers must inform CRUCELL UK LTD within 7 days of the date of the invoice.
RETURNED GOODS CRUCELL UK LTD has a policy of no return for goods requiring refrigeration. The only exception to this policy is if goods have been dispatched in error by CRUCELL UK LTD. Goods can then be returned but only if the procedure below is rigorously adhered to.
RETURNED GOODS PROCEDURE
Check the goods carefully upon arrival.
Telephone CRUCELL UK LTD immediately if there are any errors.
You will be given a 'returns number' and sent a Returned Goods Form. This number must be quoted on all correspondence and the Returned Goods Form must be signed by yourselves. Do not send goods back without the Returned Goods Form.
Carefully repackage the goods in the same manner in which they arrived i.e. boxed properly including any space filling materials. Goods returned damaged as a result of poor packaging will not be accepted by CRUCELL UK LTD and you will not be credited.
You must write the returns number on the outside of the box and include a compliment slip or letterhead inside with the returned goods form.
CRUCELL UK LTD will arrange for the goods to be collected.
Goods requiring cold storage must be kept under refrigeration when on your premises. You will be asked to sign a declaration on the returned goods form confirming this.
Goods that do not require cold storage should be stored in a cool place, that is, below 25" Celsius. Goods not requiring cold storage can be returned if ordered in error. The procedure above must be followed and CRUCELL UK LTD will only credit your account if the goods, when returned, are fit for resale. Credit will be allowed on authorised returns as follows:
Goods authorised for return due to an error by CRUCELL UK LTD - 100% credit if goods are returned under the procedure above and they are in good order.
Goods (not cold storage) authorised for return by CRUCELL UK LTD - 75% credit if goods are returned under the procedure above and they are in good order.
Any other goods - no credit. The following classes of goods will not be accepted for return:
Vaccines and other cold storage goods which have been ordered in error by yourselves.
Goods which have been damaged due to improper handling or abuse.
Goods which have been opened, partly used or which the seals have been removed or tampered with.
Goods which have been damaged by water, fire or smoke.
Goods which have exceeded their guarantee or warranty period.
Goods which are made to the customers own specification.
Goods which are sterile or disposable.
PROPER LAW This contract shall be governed by and construed according to English Law and the purchaser submits to the jurisdiction of the English Courts. These terms of trade will prevail over any conditions that shall be issued by the customer. Customers should not rely on any representations made by staff as they do not form part of the contract or collateral contract.
General influenza terms and conditions of sale
ARTICLE 1 DEFINITIONS AND INTERPRETATION In these Conditions the following words have the following meanings:
“Agreement” means any agreement between Crucell and the Purchaser for the sale of Goods and/or delivery of Goods, including any Purchase Order, which agreement shall be deemed to be incorporate these Conditions;
“Conditions” means the General Terms and Conditions of Sale of Crucell regarding the sale of Influenza Goods;
“Confidential Information” Any information, materials, data, inventions, methods, know-how, trade secrets or materials concerning the research and development, products, finances, strategy, business or other affairs of CRUCELL or any of its affiliates or of any client, customer or collaborator thereof which have come to CRUCELL’s knowledge or into its possession or to which it otherwise has access, in connection with the Agreement;
“CRUCELL” means CRUCELL UK LTD, a company incorporated in the United Kingdom (registered number 6925254) whose registered office is at Unit E, Home Farm, The Avenue, Apperley Bridge, Bradford, BD17 7QX, United Kingdom;
“Goods” means any goods agreed in the Agreement to be supplied to the Purchaser by Crucell (including any part or parts of them);
“Purchase Order” means a purchase order of Goods placed by the Purchaser with Crucell or its authorised representative regarding the purchase and delivery of Goods; and
“Purchaser” means the person(s), firm or company who purchases the Goods from Crucell and enters into one or more Agreements with CRUCELL.
ARTICLE 2 ACCEPTANCE OF PURCHASE ORDERS
These Conditions shall govern all Agreements and any amendments thereto, between CRUCELL and Purchaser. These Conditions shall take precedence over any terms and conditions of Purchaser notwithstanding any provision to the contrary in such terms and conditions. Agreements must always be entered into in writing. Any derogation from these Conditions or the Agreement shall be solely agreed to in writing. Purchase Orders will only be binding on receipt of written confirmation from CRUCELL. CRUCELL reserves the right to refuse any Purchase Order. Purchasers should not rely on any representations made by staff of CRUCELL.
ARTICLE 3 PURCHASER’S AUTHORITY
Purchasers entering into an Agreement with CRUCELL expressly warrant that they are authorised to accept these Conditions for themselves and as agents for and on behalf of all other persons who are or may be interested in the CRUCELL Goods. The Purchaser is obliged to ensure that the Purchase Order is complete and accurate.
ARTICLE 4 PRICES
Unless expressly stated otherwise, the prices agreed upon are set prices in GBP pounds sterling and charged on the date of Purchase Order entry. All prices quoted are subject to VAT at the prevailing standard rate and all other taxes, duties and expenses regarding the Goods shall be added to the price and payable by the Purchaser. A delivery charge of £9.95 +VAT will be applied for Orders less than £100 exclusive VAT. CRUCELL reserves the right to make alterations to the prices at any time.
ARTICLE 5 PAYMENT
The Purchaser shall make the payment as specified in the invoice or Agreement, or in absence of any such specifications, by December 31st 2012 or within 30 days after receipt of the Goods (whichever is the longer). Payment to be made by BACS (Deutsche Bank AG London, Account Number 19256401, Sort Code: 23-10-48) or by cheque to Crucell UK Ltd quoting your Crucell account number (10****). The Payments will be made in GBP pounds sterling or the in currency as specified in the invoice or Agreement.
Failure to pay on the due date will entitle CRUCELL to:
cancel or withhold delivery of any Goods under the Agreement or any (future) Purchase Order that have not been delivered yet; and/or
if the payment has not been received by the due dates, interest shall accrue on the unpaid portion of the payment at the rate of 2 per cent per annum above the base rate from time to time of HSBC Bank in accordance with the terms of the Late Payment of Commercial Debts (Interest) Act 1998, and/or
recovering from the Purchaser all costs incurred by Crucell in recovering any monies owing by the Purchaser to CRUCELL, including legal expenses and other costs of issuing proceedings, debt collecting costs, administration costs and/or collection fees as the case may be; and/or
reduce or cancel any discount applied and/or available in the future; and/or
use any amount due and payable to pay off any amount CRUCELL may otherwise owe the Purchaser.
ARTICLE 6 DETAILS AND SPECIFICATION
Details and specification of Goods may be changed without prior notice. We will be pleased to check the details of any Goods for you by calling customer services on 0844 800 3907. CRUCELL reserves the right to alter any specification of any given Goods at any given time without prior notification or withdraw any item without explanation.
ARTICLE 7 CANCELLATIONS OF GOODS
CRUCELL will endeavor to meet the Purchaser’s requirements but will not be under any obligation to accept cancellation or amendment to any Agreement or part thereof, six (6) weeks prior to the first delivery of such Order or part Order.
ARTICLE 8 DELIVERY PLEDGE
In the event that CRUCELL does not deliver in the confirmed week a rebate of ten (10) pence per dose will be applied to the relevant Agreement.
ARTICLE 9 SALE OR RETURN
Subject to individual written agreement.
ARTICLE 10 DELIVERIES
The Goods will be dispatched during normal business hours on Monday to Friday to the Purchaser directly. In exceptional circumstances deliveries outside of this period may be made and may be subject to further charges. Any date and/or time specified for the delivery of Goods are intended to be an estimate only and if no date and/or time is specified, CRUCELL will deliver within a reasonable time. If Goods are delivered in instalments, each instalment will be treated as a separate Agreement and will be invoiced individually.
ARTICLE 11 CARRIAGE
Carriage charges (where applicable) available on request.
ARTICLE 12 METHOD OF DISTRIBUTION
The method of distribution will be Cold-Chain.
ARTICLE 13 LEGAL TITLE AND PASSING OF RISK
Title to the Goods will pass to the Purchaser after delivery of the Goods by CRUCELL to the Purchaser or his nominated sub-purchaser and the Goods shall be at the risk (including for any loss, damage or deterioration of or to the Goods) of the Purchaser from the date of the delivery of the Goods in accordance with Condition 10. Until such time as title in the Goods should pass to the Purchaser in accordance with the foregoing, CRUCELL shall be entitled at any time to repossess the Goods whether with or without notice.
ARTICLE 14
NON-DELIVERY In the event of non-delivery of the Goods, Purchasers must inform CRUCELL within seven (7) days of the date of the invoice.
ARTICLE 15 RETURNED GOODS POLICY CRUCELL has a policy of no return for Goods requiring temperature-controlled storage except if such Goods have been dispatched in error by CRUCELL or as part of a previously agreed commercial offer. Goods can then be returned to CRUCELL, but only if the procedure below, the ‘Returned Goods Procedure’, is rigorously adhered to and in accordance with Good Distribution Practice.
ARTICLE 16 RETURNED GOODS PROCEDURE
16.1 Dispatched in error The Goods are to be inspected immediately upon receipt.
The Purchaser will be deemed to have accepted the Goods requiring temperature-controlled storage and each delivery as being in accordance with the Agreement unless the Purchaser reports any errors to CRUCELL within twenty-four (24) hours after delivery by calling customer services on 0844 800 3907.
A Returned Goods Form will be sent to the Purchaser by CRUCELL. The Returned Goods Form must be signed by the Purchaser. Do not return Goods to CRUCELL without the Returned Goods Form.
Carefully repackage the Goods in the same manner in which they arrived i.e. boxed properly, including any space filling materials. Goods returned damaged as a result of poor packaging, will not be accepted by CRUCELL and the Purchaser will not be credited.
The Purchaser must include the Returned Goods Form inside the packaged Goods.
CRUCELL will arrange for the Goods to be collected.
Goods requiring temperature-controlled storage must be properly stored while at the Purchaser’s premises. The Purchaser will be asked to sign a declaration on the Returned Goods Form confirming this.
The Returned Good Procedure must be followed and CRUCELL will only credit the Purchaser’s account for 100% provided that: - it concerns Goods requiring temperature-controlled storage that were delivered due to an error by CRUCELL; – if such Goods are returned under the Returned Good Procedure and they are in good order and fit for resale; - Goods which have been damaged due to improper handling or abuse; - no packages or containers of the Goods have been opened, partly used or of which the seals have been removed or tampered with; - no Goods have been damaged by water, fire or smoke; - the Goods have not exceeded their guarantee or warranty period unless otherwise specified at the time of ordering; and/or - the Goods were not made to the Purchasers own specification.
16.2 Sale or return.
Crucell will accept return of Goods in accordance with the terms of your order. Crucell will notify you of the return of Goods procedure at the appropriate time.
ARTICLE 17 BREAKAGES
In the case of receiving damaged Goods, the above procedure should be followed.
ARTICLE 18 RECALL OF GOODS
In event of a recall Crucell UK will contact you to outline the process involved in the return of Goods.
ARTICLE 19 BREACH OF AGREEMENT AND/OR INSOLVENCY
19.1 Crucell may immediately suspend its performance under the Agreement, cancel any outstanding deliveries of the Goods, stop any Goods in transit or by notice in writing to the Purchaser, terminate the Agreement without liability to the Purchaser if:
a) the Purchaser commits a material breach of any of its obligations under the Agreement, which is incapable of remedy or fails to remedy a breach of its obligations under the Agreement after having been requested in writing by CRUCELL to remedy or desist from such breach within a period of 14 days;
b) the Purchaser enters into bankruptcy, individual voluntary arrangement, liquidations, receivership, administration or into a corporate voluntary arrangement as defined by the Insolvency Act 1986 or CRUCELL has reason to doubt the credit worthiness of the Purchaser.
19.2 Notwithstanding any such termination in accordance with these Conditions, the Purchaser shall pay CRUCELL for all Goods delivered up to and including the date of suspension or termination and invoiced by CRUCELL or its authorised representative.
19.3 Termination of the Agreement for any reason shall be without prejudice to the rights and remedies of either party which may have accrued up to termination.
ARTICLE 20 LIMITATION OF LIABILITY
20.1 CRUCELL shall have no liability to the Purchaser for any loss, damage, costs, expenses or other claims for compensation arising from any instruction supplied by the Purchaser which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or any other default by the Purchaser.
20.2 Expect in respect of death or personal injury caused by CRUCELL’s negligence, CRUCELL shall not be liable to the Purchaser by reason of any representation (unless fraudulent), or any term or any duty for any loss of anticipated savings, business revenues or profits (whether categorised as direct or indirect) or any indirect, special or consequental loss and all other loss (whether or not arising in the normal course of business) or other economic loss or other claims however caused under the Agreement in connection with the Goods.
20.3 The entire and total liability of CRUCELL to the Purchaser under or in connection with the Agreement and these Conditions (whether in respect of the Goods, damages, breach or otherwise) shall not in any circumstance exceed the price paid or payable by the Purchaser for the Goods in respect to which the claim relates.
ARTICLE 21 CONFIDENTIALITY
The Purchaser undertakes that its employees and the employees of third parties hired in connection with the execution of the Agreement keep confidential with respect to any third party any and all Confidential Information. Confidential Information shall only be used for the purpose of the Agreement and not for any other purpose. After completion of this Agreement, Purchaser shall have no right to use any Confidential Information and shall promptly destroy all Confidential Information, including all documents, correspondence and records containing or developed using Confidential Information, to the extent these are not to be returned to CRUCELL. Without the prior written consent of CRUCELL, Purchaser shall not use in any way the name of CRUCELL. The obligations of this Condition shall continue notwithstanding the completion or termination of the Agreement.
ARTICLE 22 FORCE MAJEURE
Deliveries under the Agreement may be totally or partially suspended by CRUCELL during any period in which it or its agents, sub-contractors or authorised representatives may be prevented or hindered from manufacturing, supplying or delivering by normal route or means of delivery of Goods, through any circumstances beyond CRUCELL’s control, including but not limited to shortage or unavailability of materials, regulatory or carries issues, strikes, war, fire, breakdown of plant or machinery, acts of nature or industrial dispute and CRUCELL shall not be liable for such delays in delivery and for any loss or damage occasioned to the Purchaser thereby.
ARTICLE 23 NO WARRANTY
CRUCELL makes no express warranty and specifically disclaims any implied warranties, including any implied warranty of merchantability or fitness for a particular purpose, with respect to any Goods under the Agreement and these Conditions to the extent permissible by law and unless expressly made in the Summary of the Product Characteristics with respect to the Goods.
ARTICLE 24 MISCELLANEOUS
24.1 Any intellectual property rights created by CRUCELL in the course of the performance of the Agreement or otherwise in the manufacture of and/or in the Goods shall remain CRUCELL’s property. Nothing in the Agreement shall be deemed to have given the Purchaser a license or any other right to use any of CRUCELL’s intellectual property rights.
24.2 The Purchaser shall not be entitled to assign, transfer or sub-contract the Agreement or any part without the prior written consent of CRUCELL. CRUCELL may assign, transfer or sub-Agreement any of its rights or obligations under the Agreement.
24.3 The Purchaser acknowledges and agrees that the Agreement shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between CRUCELL and the Purchaser and except as otherwise expressly provided or agreed in writing, the Purchaser shall not have the power to bind CRUCELL without CRUCELL’s prior written consent.
24.4 Except as expressly provided, the parties do not intend any term of this Agreement to create any rights or benefits to any other party other than the parties to the Agreement or to be enforceable pursuant to the Agreement (Right of Third Parties) Act 1999 but this does not affect any right or remedy of any third party which exists or is available apart for the Act.
24.5 The waiver by either party of any breach of the Agreement shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision. No waiver of these Conditions shall be effective unless written and signed by the party against whom enforcement of the waiver is sought.
24.6 If any Condition or part thereof is held to be invalid or unenforceable (whether wholly or partly) for any reason, such Condition shall be deemed severable to the extent of such invalidity and the other Conditions shall not be affected. In such event, CRUCELL and Purchaser shall, as much as possible in the spirit of the intention of the invalid or enforceable Condition, negotiate a new Condition replacing the invalid or unenforceable Condition.
24.7 The Agreement represents the entire and complete understanding between CRUCELL and the Purchaser in connection with the sale of the Goods and shall supersede and replace all and any documentation previously issued by CRUCELL. In the event of any conflict between these Conditions and any other documentation issued by CRUCELL (save for any amendment to or replacement of these Conditions) or its authorised representative, these Conditions prevail.
24.8 CRUCELL reserves the right to make amendments to these Conditions at any time.
ARTICLE 25 APPLICABLE LAW AND PLACE OF JURIDICTION These Conditions and any Agreement shall be construed and governed in accordance with the laws of England and Wales. These Conditions will prevail over any other conditions that shall be issued by the Purchaser. In case of a dispute, both parties will try to resolve the issue amicably before contemplating legal action, unless the urgency of the matter requires otherwise. All unresolved disputes arising in connection with these Conditions or any Agreement, shall be finally settled to the exclusive jurisdiction of the Courts of England. The rights and obligations of these Condition shall continue notwithstanding the completion or termination of the Agreement.