Supplier T&Cs and incoming shipment requirements

ABINGDON HEALTH PLC's TERMS AND CONDITIONS OF PURCHASE FOR GOODS

For supplier incoming shipment requirements please click here.

When supplying goods to Abingdon Health plc please adhere to the following expectations. Failure to meet these expectations could result in shipments being rejected and possibly returned to the sender.

DEFINITIONS

- “Affiliate” means an organisation which is directly or indirectly Controlled by, in Control of, or under common Control with, either Supplier or Purchaser as appropriate.
- “Agreement” means the agreement between Purchaser and Supplier consisting of the Purchase Order, these Terms and Conditions and any other documents (or parts thereof) specified in the Purchase Order or otherwise expressly incorporating these Terms and Conditions.
- “Control” and “Controlled” means the ownership of more than 50% of the voting stock of any organisation or the legal power to direct or cause the direction of the general management of either Supplier or Purchaser as appropriate.
- “Data Protection Laws” means all applicable data protection and privacy legislation in force in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, consolidated and replaced from time to time.
- "Goods" means all (or any) of the goods to be supplied under the Agreement including without limitation raw materials, processed materials or fabricated products.
- “Incoterms” means the Year 2020 edition of the official International Chamber of Commerce Rules for the interpretation of trade terms.
- “Intellectual Property Rights” means any registered and unregistered trade marks, trade names, brand names, logos, trade dress, registered and unregistered designs, patents, and any applications for registration thereof, and any know how, copyright and database rights wherever subsisting.
- “Packaging” means bags, cases, carboys, cylinders, drums, pallets and other containers.
- “Personnel” means the employees, officers, agents, contractors, representatives and advisors of Supplier and any other persons working at the request or under the direction of Supplier.
- "Purchaser" means the company (Abingdon Health plc) that issued the Purchase Order as identified in the Purchase Order.
- “Purchase Order” means the purchase order that refers to these Terms and Conditions .
- "Specification” any specification for the Goods, including any related plans and drawings, made available by the Supplier prior to the Purchase Order including specifications on Supplier website or otherwise communicated to the Purchaser.
- "Supplier" means the means the entity identified as Supplier in the Purchaser Order.

STATUS OF TERMS AND CONDITIONS

These Terms and Conditions shall apply to all contracts for the purchase of Goods by Purchaser from Supplier to the exclusion of all other terms and conditions, including any terms or conditions which Supplier may purport to apply or which are endorsed upon any correspondence or documents issued by Supplier irrespective of their date of communication to Purchaser, save that the terms and conditions and other matters appearing on the Purchase Order or in any separately negotiated written contract signed by the duly authorised representatives of both parties in respect of the Goods shall, wherever the same are incompatible with these Terms and Conditions, to that extent and no further, overrule the latter.

Acceptance of the Purchase Order constitutes acceptance of these Terms and Conditions and any schedules attached. Where appropriate interpretation of the Purchase Order shall be governed by the provisions of Incoterms. The Purchase Order shall be deemed to be accepted on the earlier of (i) Supplier communicating by any means to the Purchaser acceptance of the Purchase Order and (ii) Supplier doing any act consistent with fulfilling the Purchase Order, at which point the Agreement shall come into existence.

Purchaser shall not be liable in respect of any Purchase Order(s) or instructions other than those issued or confirmed on its official, duly signed Purchase Order documents.

Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of Supplier that is inconsistent with these Terms and Conditions.

DELIVERY OF GOODS

Unless otherwise instructed in writing by Purchaser, all Goods must be delivered at the time and place specified in the Agreement (“Delivery”, “Deliver” or “Delivered”). Supplier shall supply Purchaser with details of the anticipated lead times between placing an order and Delivery of any Goods and Supplier shall keep Purchaser informed of progress. If Goods are incorrectly delivered Supplier shall be responsible for additional expenses incurred in delivering them to the correct point specified in the Agreement or subsequently advised in writing by Purchaser. The quantity specified in the Agreement may not be changed without Purchaser's prior written consent. Quantities delivered in excess of those stated in the Agreement may not be accepted.

If Purchaser requires the Purchase Order to be completed by Supplier in instalments, each instalment shall be treated as a separate contract governed by the terms of the Agreement.

Time shall be of the essence in relation to the performance of any and all of Supplier’s obligations pursuant to the Agreement.

Any signature on Purchaser’s behalf on delivery of the Goods shall not be deemed to constitute acceptance, merely an acknowledgement of Delivery.

All materials shipped on pallets must be packed onto good quality pallets.

The pallet must NOT exceed the weight of 1000kg.

All pallets must be securely wrapped upon delivery.

If the weight and dimensions of the pallet necessitate that it should be strapped during transportation, then the expectation is that this will happen.

All relevant paperwork must be attached to one of the pallets. The paperwork must include:

Despatch Note/Delivery Notes/Picking Notes. Must include our PO number, each item sent and the quantity of each item sent.
Certificate of Conformity/Analysis for each item and lot supplied.

For each delivery of pallets, a despatch confirmation must be sent to Purchaser with an accurate delivery date and time.

If there is more than 1 pallet, each pallet must be clearly labelled (1 of 5, 2 of 5, etc.).

It is against company policy for Purchaser’s staff to assist the driver on the back of the vehicle. If required, we can supply the driver with a pallet truck to move pallets on the vehicle.

If materials arrive to site with the above instructions not adhered to then it is within our rights to refuse delivery.

PASSING OF PROPERTY AND RISK IN GOODS

Unless Incoterms are agreed, the title and risk in Goods shall remain with Supplier until they are delivered at the place specified in the Agreement and a nominated employee of Purchaser signs a delivery note at which point they shall pass to Purchaser.

Neither payment by, nor passage of property or risk in the Goods to, Purchaser shall be deemed to constitute acceptance of the Goods.

CONTRACT PRICE AND TERMS OF PAYMENT

The price shall be the price set out in the Purchase Order, or, if no price is quoted, the price set out in Supplier's published price list in force as at the date the Agreement came into existence and shall be exclusive of VAT, and inclusive of all packaging and other related charges and (unless Incoterms are agreed) inclusive of delivery costs and insurance. Any increase in the price for any reason shall be subject to the express prior written consent of Purchaser.

Supplier shall invoice Purchaser for the total agreed cost specified in the Order only after the Goods (complying with the Purchase Order) have been Delivered to Purchaser in accordance with the provisions of this Agreement.

Supplier shall invoice all sums payable to it by the Purchaser under this Agreement subject to the Purchaser’s instructions to the contrary. Any additional or specific payment terms shall be agreed by the parties in writing.

VAT, where applicable, shall be shown separately on all invoices as a strictly net extra and shall be payable on only receipt of a valid VAT invoice. Purchaser reserves the right to set off any sums in respect of which Supplier may be in default to Purchaser.

The correct Purchase Order number must be quoted on all invoices, and Purchaser shall accept no liability whatsoever for invoices, delivery notes or other communications which do not bear such Purchase Order numbers.

To ensure payment in accordance with the above procedure all invoices must be received at the invoice address shown on the Purchase Order. If Purchaser requires invoices to be received electronically, Supplier shall work with Purchaser or Purchaser’s nominated representative to ensure that Supplier installs appropriate electronic invoicing methods. If Supplier already has an electronic invoicing system installed Supplier shall work with Purchaser or Purchaser’s nominated representative to ensure such system is optimised.

QUALITY AND FITNESS FOR PURPOSE OF GOODS

The Goods must comply in all respects with the corresponding supplier product code at the point of placing the purchase order. There should be no change made to the Goods or its Specification without the prior written consent of Purchaser, such consent not to be unreasonably delayed or withheld. Such significant change may include, but without limitation: (i) change to the approved manufacturing method; (ii) change to the manufacturing plant or site; or (iii) change to the analytical test methods. The Goods supplied must also comply in all respects with the Agreement and the implied conditions, warranties and terms contained in the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982, related statutes and any statutory re-enactment(s) or modification(s) thereof.

DEFECTS

If Purchaser becomes aware of any latent defects at any time after Delivery, Supplier shall, at Purchaser’s sole option, replace or repair the Goods free of charge to Purchaser. Purchaser reserves the right to remedy or have remedied any such defects and Supplier shall reimburse Purchaser for the cost of any such remedial work undertaken. Supplier shall, at Supplier’s sole expense, promptly collect or arrange for the collection of any and all defective Goods to be repaired by Supplier or in respect of which Supplier is to give a refund. Any remedy available under this Section shall be without prejudice to any other legal remedies available to Purchaser. Any signature on Purchaser’s behalf on delivery of the Goods shall not be deemed to constitute acceptance, merely an acknowledgement of Delivery.

WARRANTIES

Supplier represents, warrants and undertakes to Purchaser that (i) the use of the Goods by Purchaser shall not infringe any third party rights (including without limitation, intellectual property rights); and (ii) Supplier has the right to transfer ownership of the Goods to Purchaser, with full title guarantee.

PACKAGING

Supplier shall package and label the Goods in a manner suitable for transit and storage at no cost to Purchaser. Purchaser shall not pay for or return Packaging materials unless previously agreed between the parties and confirmed in writing. Packaging must comply with all relevant legislative requirements, including those pertaining to environmental, and occupational health and safety standards.

INTELLECTUAL PROPERTY RIGHTS

Supplier shall, at its expense, defend any actions arising from infringements or alleged infringements of its Intellectual Property Rights in connection with the Goods and Supplier shall indemnify Purchaser against any costs which Purchaser incurs in connection with such actions, provided that Purchaser gives Supplier all appropriate information and assistance and the sole authority to defend or settle any legal proceedings at Supplier’s expense.

Purchaser retains Intellectual Property Rights in, and ownership of all materials, plans, drawings, patterns and/or designs provided by Purchaser to Supplier, and they shall all be returned at any time in good condition to Purchaser at Purchaser’s request.

Where Goods are made to Purchaser’s Specification, model, or plans, the Intellectual Property Rights in the Goods in so far as they relate to the Specification, model, or plans, and any improvements or developments thereof shall be the absolute property of Purchaser, and Supplier shall assign all such Intellectual Property Rights to Purchaser when such assignation is necessary.

If the Goods or the manufacture or use of the Goods are held by the courts to infringe a third party’s rights, and their use is enjoined by that third party, Supplier shall have the option and at its expense to procure for Purchaser the right to continue using the Goods, or replace the Goods with non-infringing Goods, or modify the Goods so that they become non-infringing without detracting from their overall performance and functionality.

CONFIDENTIALITY AND PUBLICITY

This Section 11 shall apply, save and to the extent that a relevant confidentiality agreement is in force between Purchaser (and/or any of its Affiliates) and Supplier (and/or any of its Affiliates), which is relevant to the Goods in the Order. Supplier shall, and shall procure that its Personnel shall, keep secret any Intellectual Property Rights, Specification or other information of a commercial or technical nature disclosed to Supplier by Purchaser for the purpose of the Agreement, and Supplier shall not use or disclose such information to any third party without Purchaser's prior written consent. Supplier shall not without Purchaser's prior written consent disclose, copy, publicise or publish, the existence of the Agreement or any information related to the Agreement including the name of Purchaser, the Goods, and the place of Delivery or performance. This Section 11 shall remain in force as long as Supplier and/or the Personnel has knowledge, possession or control of any such confidential information.

FORCE MAJEURE

Neither party shall be liable for, nor be deemed to be in default, on account of any delay in completion or the performance of any other act under the Agreement due to circumstances which could not have been contemplated by the parties and which are beyond the party’s reasonable control (“Force Majeure”), provided that the party claiming hereunder shall notify the other with all possible speed specifying the cause and probable duration of the delay or non-performance and shall minimise the effects of such delay or non-performance.

If the performance by either party of any of its obligations under the Agreement is prevented or delayed by Force Majeure:

for a consecutive period in excess of five (5) working days, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable in the circumstances; or
for a period in excess of sixty (60) days cumulatively or consecutively, then the other party shall in its discretion have the right to immediately terminate the Agreement upon written notice.

Purchaser may, by notice in writing to Supplier, cancel any deliveries which in Purchaser’s opinion cannot be made within a reasonable time after the due date without incurring any liability on the part of Purchaser.

Supplier represents and warrants that the supply of the Goods (including, without limitation, Delivery) shall not be affected by the Covid-19 pandemic or government measures taken or guidelines issued in response to the Covid-19 pandemic.

COMPLIANCE WITH STATUTES AND REGULATIONS

In performing its obligations under the Agreement, Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

Supplier represents and warrants that the Goods comply with the Agreement, relevant statutes, regulations and other legal requirements including those relevant to the regulation of pharmaceutical, health, safety, environment, welfare, production, storing, handling and Delivery of the Goods.

Supplier shall provide evidence of compliance with such legal requirements (including, permits, inspection reports, certificates of analysis etc.) promptly on request and in any event within a reasonable time. Supplier shall ensure that its sub-contractors comply with this Section.

Supplier shall use its best endeavours to comply with all reasonable requests of Purchaser to minimise Purchaser’s compliance costs in respect of applicable data protection, health, safety, environmental and producer responsibility obligations.

DATA PROTECTION

The parties represent and warrant that they have legal authority in the country which they are established for the purpose of processing personal data (as defined in the Data Protection Laws) and shall not process the personal data of Personnel and/or sub-contractors working for the other to which they have been granted access, or which have otherwise been made available for the purpose of the Agreement, except in accordance with the Data Protection Laws. Each party shall indemnify the other in consequence of any breach of this Section 14 or any claim by an employee or sub-contractor of the other party that his/her rights have been infringed.

HAZARDS

Supplier shall ensure that its staff and those of any sub-contractor shall, when working on any site in connection with the Agreement, comply with all relevant environmental, occupational health and safety legislation and any other appropriate standards, policies and procedures notified by Purchaser.

Supplier shall provide applicable hazard information such as material safety data sheets and shall inform Purchaser of all regulations and guidance (statutory or otherwise) which Supplier knows or believes to be associated with the Goods and any combination of the Goods with another product.

Supplier shall indemnify Purchaser against all liability and loss related to any third party claim which arises from Supplier’s or Supplier’s sub-contractors’ actions resulting in alleged release of any waste, hazardous substance or other pollutant.

Supplier shall endeavour to exceed statutory minimum environmental, occupational health and safety requirements in accordance with generally accepted best working practices and any specific standards or other requirements of Purchaser.

RESPONSIBILITY FOR INFORMATION

Supplier shall be responsible for any errors or omissions in any drawings, calculations, Packaging details or other particulars supplied by Supplier, whether such information has been approved by Purchaser or not, provided that such errors or omissions are not due to inaccurate information furnished in writing by Purchaser.

LIABILITY AND INSURANCE

Supplier shall indemnify Purchaser against any direct liabilities, damages, claims, costs, losses and expenses incurred or paid by Purchaser howsoever arising from any defect in the Goods or any breach by Supplier of its obligations hereunder or of any statutory duty or from any act or omission of Supplier’s employees, agents or sub-contractors.

Supplier shall maintain insurance cover with a reputable insurance company in respect of its liabilities under the Agreement for a minimum of £2,000,000 per event and if so required at any time produce the policy of insurance and the receipt for the current premium to Purchaser for its inspection. Supplier agrees that any monies received by Supplier from the insurance company in full or part settlement of a claim arising out of the Agreement and paid by or due to Purchaser shall be paid immediately to Purchaser without offset or counter claim.

Any limitation, monetary or otherwise in such policy shall not be construed as a limitation on Supplier's liability and Supplier shall, notwithstanding such limitation, remain liable in full for the matters and to the extent not covered by the policy.

ASSIGNMENT

Supplier’s rights and obligations under the Agreement may not be assigned in whole or in part without the prior written consent of Purchaser (acting in its sole discretion) and any such consent shall not be deemed to relieve Supplier of any of its obligations and liability to Purchaser pursuant to the Agreement.

Purchaser shall be entitled at any time by notice in writing to Supplier to assign the whole or any part of its rights and obligations under the Agreement to any Affiliate or to any successor in title to the whole or part of that part of Purchaser’s business which relates to the Goods.

THIRD PARTY RIGHTS

No person who is not a party to the Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any Term or Condition of the Agreement, provided that Section 21 shall prevail over this Section 22.

SUB-CONTRACTORS

Supplier shall not, without the prior written consent of Purchaser, appoint any sub-contractor or any person or persons to carry out its obligations under the Agreement.

The Supplier may appoint a sub-contractor to Deliver Transport the Goods to the Purchaser in accordance with Section 3.

In the event that Supplier appoints a sub-contractor or other person to perform its obligations it shall remain liable to Purchaser for the performance of all its obligations and shall ensure that any such sub-contractor or other person reads and understands the implications of the Agreement.

TERMINATION

If either party to the Agreement is in breach of the Agreement and does not remedy the breach within thirty (30) days of notice from the other party so to do (if capable of remedy) the other party may terminate the Agreement immediately by notice to the party in breach.

If Supplier shall become bankrupt, dissolved, wound up, or shall compound or make any arrangement with its creditors or have a receiver, administrative receiver, liquidator or provisional liquidator appointed over all or any part of its assets or go into liquidation (whether voluntary or otherwise) save as part of a bona fide reconstruction not involving insolvency or shall take or suffer to be taken any similar action as a result of its liability to pay its debts or its insolvency it shall promptly so notify Purchaser in writing giving particulars of the circumstances whereupon Purchaser may terminate the Agreement immediately by notice. (For the avoidance of doubt, Purchaser may terminate the Agreement upon the occurrence of any of the circumstances described in this Section notwithstanding that Supplier may not have given notice to Purchaser as required.)

If at any time during the term of the Agreement there shall be any change in the legal or beneficial ownership or Control of Supplier:

Supplier shall immediately so notify Purchaser in writing; and
Purchaser may, upon receiving notice or otherwise becoming aware of a change in the legal or beneficial ownership or Control of Supplier, terminate the Agreement immediately by notice in writing to Supplier if it considers in its sole discretion that such change of ownership or Control are prejudicial to its interests.

The Agreement may be cancelled at any time before Delivery by Purchaser for any reason whatsoever, by giving Supplier notice in writing. Termination or expiry shall not relieve either party from any liability or action accrued prior to such termination or expiry. On such cancellation, if the Goods are bespoke Purchaser shall pay Supplier’s costs, reasonably incurred, for any work undertaken by Supplier in respect of the Agreement prior to cancellation. Purchaser shall not be obliged to pay any such costs unless Supplier provides to Purchaser details of all such costs within thirty (30) days of receiving notice of cancellation. Purchaser shall not be liable for Supplier’s loss of anticipated profits or for any consequential loss.

CONSEQUENCES OF TERMINATION

On termination of the Agreement Supplier shall, not later than seven (7) days after Purchaser’s request but at Purchaser’s cost:

deliver to Purchaser (or as Purchaser shall direct ) all quantities of the Goods in its possession which comply with the Agreement;
return to Purchaser all documents provided to Supplier by Purchaser; and
ensure that all documents containing Intellectual Property Rights and/or any information of a technical nature relating to the Goods, the manufacture of the Goods, or of a confidential nature and supplied by Purchaser to Supplier, shall be returned to Purchaser or destroyed by Supplier at Purchaser’s option.

With effect from termination of the Agreement Supplier shall not make any use for any purpose whatsoever of any Intellectual Property Rights which is the property of Purchaser.

Termination of the Agreement or withdrawal of any Goods from the Agreement shall be without prejudice to the continuation in force of Sections 1, 2, 10, 11, 12, 21, 22, 23 and 28. Supplier agrees to provide Purchaser with all reasonable support with respect to any investigation required by Purchaser or any regulator with respect to the Goods carried out prior or after such termination or withdrawal. Purchaser shall reimburse Supplier’s reasonable costs in providing such assistance.

WAIVER

No waiver or forbearance by Purchaser in enforcing any of its rights under the Agreement shall prejudice or affect the ability of Purchaser to enforce such rights or any of its other rights at any time in the future. No waiver shall be effective unless in writing and signed by Purchaser. For the avoidance of doubt, it is agreed that a waiver of a right on one occasion shall not constitute a waiver of the same right in the future.

SEVERABILITY

Any provision of these Terms and Conditions which is declared void or unenforceable by any competent authority or court shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect the other provisions of these Terms and Conditions, which shall continue unaffected.

AMENDMENT

The Agreement may only be amended in writing by authorised representatives of both parties.

VARIATIONS

No variation of the Agreement (including any Purchase Order) proposed by Supplier shall be binding upon Purchaser unless Purchaser gives written acceptance of such variation signed by Purchaser’s duly authorised representative, or Purchaser issues a revised order Purchaser’s official printed order form. In respect of the Goods, Purchaser reserves the right to vary the Purchase Order at any time before Delivery by informing Supplier. Supplier shall accept any such variation subject to Purchaser reimbursing Supplier’s costs reasonably incurred in complying with the variation.

GENERAL

The terms of the Agreement constitutes the parties’ entire agreement and understanding relating to the subject matter of the Agreement. No terms discussed or arising from any previous business between the parties shall form part of this the Agreement, save by written agreement of the parties. If, prior to the date of the Purchase Order, Purchaser and Supplier have both executed a written agreement governing the provision of Goods by Supplier to Purchaser, such agreement shall apply in place of these Terms and Conditions. Save where the provisions of the Agreement provide otherwise, nothing in the Agreement shall prejudice any condition or warranty (express or implied) or right of remedy to which Purchaser and/or any of its Affiliates is entitled in relation to the Goods under statute and/or common law.

GOVERNING LAW AND JURISDICTION

The construction, validity and performance of the Agreement shall be governed by the laws of England, and both parties hereby submit to the exclusive jurisdiction of the courts of England.

SUPPLIER INCOMING SHIPMENT REQUIREMENTS

When supplying goods to Abingdon Health plc, please adhere to the following expectations. Failure to meet these expectations could result in shipments being rejected and possibly returned to the sender.