Within these conditions the following definitions shall apply:
'Clinigen' shall mean any one or more of the following companies: Clinigen Group plc (a company registered in England and Wales with company number 06771928); Clinigen Healthcare Limited (a company registered in England and Wales with company number 06252720); Clinigen Inc. (a company registered in the State of Delaware with company number 4477064); and any Clinigen Affiliate (as applicable).
“Clinigen Affiliate” shall mean any person that directly or indirectly through one or more intermediaries’ Controls, is controlled by or is under common control with Clinigen Group plc and any legal entity that is consolidated within the group annual accounts of Clinigen Group plc.
“Control” and, with correlative meanings, the terms “controlled by” and “under common control with” shall mean the power to direct or cause the direction of the management or policies of a person whether through the direct or indirect ownership of voting securities, by contract, resolution, regulation or otherwise;
‘Products’ shall mean all goods to be supplied under the Order.
'Services’ shall mean all services to be supplied under the Order.
'Supplier' shall mean the contracting party on whom the Order is placed.
'Order' shall mean the authorised Purchase Order placed by Clinigen upon the supplier for goods and / or services, including the conditions detailed herein and any authorised amendment thereto.
2. APPLICABLE CONDITIONS
These conditions and the Order shall constitute the entire agreement between the parties and shall supersede any prior communications or representations between the parties including any Conditions of Sale issued by the Supplier.
3. OFFICIAL ORDER
No Products or Services will be accepted or paid for unless supplied in accordance with the Order. The Supplier shall reference the Order Number on all correspondence entered into. Within 1 working day of the order being issued, the Supplier shall sign and return a copy of the order to confirm its acceptance. Failure to comply will result in the Order being deemed as accepted.
No variation to the Order will be recognised by Clinigen unless presented in writing and duly authorised by Clinigen.
- All Products or Services under this Order shall conform where applicable with the quantity, quality standard and specification stated on the Order and shall be fit for the purpose required by Clinigen and free from defect whether actual or latent.
- All Products must comply with EU directive 1999/82/EC in order to minimise the risk of transmitting animal spongiform encephalopathy via medical Products. All new Products ordered by Clinigen require documentation from the manufacturer confirming compliance.
- All Products must have at least 12 months expiry remaining at the point of delivery to Clinigen. Failure to comply will result in non-payment unless prior agreement has been reached with Clinigen.
- In the event of a product recall the supplier shall reimburse Clinigen for all reasonable expenses incurred in carrying out the recall.
All Products under the Order shall be securely and adequately packed, and the packaging marked with Clinigen's Order number. All packaging shall be non-chargeable and non-returnable, unless otherwise agreed in writing by Clinigen whereupon it may be returned at the Suppliers risk and expense.
- Delivery shall be strictly in accordance with the instructions detailed on the Order and shall be at the risk of the supplier.
and made to the delivery address detailed on the Order during the following times: -
Monday to Friday - 8.00 a.m. to 4.00p.m. GMT.
- All temperature sensitive Products must be clearly labelled to identify them as such and transported within the manufacturers required storage temperature parameters.
- If, for whatever reason delivery is not effected in accordance with the Order, then Clinigen may, without prejudice to any other right or remedy, wholly or partially terminate the Order without incurring liability to the Supplier.
- Title in the Products and / or Services shall pass to Clinigen on delivery. Such passing of title shall not constitute acceptance of the Products and/or Services.
- In the event of Clinigen being unable to accept deliveries, for whatever reason, Clinigen shall have the right to suspend, wholly or in part, deliveries under the Order.
8. INSPECTION AND REJECTION
Clinigen shall have the right to reject at any time Products and / or Services that are not in accordance with the Order, or fit for purpose. Rejected Products or Services shall be at the Suppliers risk and expense. Any Products or Services rejected shall be deemed as not having been delivered.
Prices shall be as stated on the face of the Order and unless agreed otherwise shall be exclusive of VAT, customs duties and taxes. No alterations will be accepted unless by prior written agreement from Clinigen.
10. INVOICES AND PAYMENT
- Invoices quoting the Order number, description and quantity of Products or Services delivered shall be forwarded at the time of despatch to Clinigen, Accounts Payable Department, Idis House, Churchfield Road, Weybridge, Surrey, KT13 8DB, United Kingdom. Failure to detail any of the above information may result in a delay in payment by Clinigen.
- Unless otherwise stated in the Order, payment will normally be made in the month following the month in which the Products or Services in accordance with the Order, and a correct invoice, are received.
In respect of the Order the Supplier hereby agrees to indemnify and hold harmless Clinigen against all claims, damages, liabilities and costs whatsoever resulting from:
- any damage, loss, death or injury caused by an act, negligence or omission of the Supplier or any of its sub contractors.
- any alleged or actual infringement of any patent, registered design, trademark or copyright in existence or pending at the date of the Order relating to the Supplies.
The Supplier hereby agrees that no work in pursuance of the Order shall be assigned without the prior written consent of Clinigen.
All information associated with the Order shall be treated as strictly confidential between Clinigen and the Supplier.
14. PARTIAL INVALIDITY AND WAIVER
Any provision of the Order subsequently found to be invalid shall not in any way affect the validity or enforceability of the remainder of the Order. Any failure by either party to enforce any provision of the Order shall not be construed as a waiver of that or any other provision.
Any Notice or other communication entered into shall be in writing, and addressed to the Buyer named in the Order.
- For Convenience - Clinigen shall have the right to terminate the Order in whole or part, at any time, by serving on the Supplier written notice of termination. Upon receipt of such notice of termination all terminated work shall be discontinued and Clinigen shall pay to the Supplier such sum as is fair and reasonable in respect of any direct loss sustained by the Supplier by reason solely of such termination and the Supplier agrees to accept such sum in full and final satisfaction of all claims arising out of such termination.
In the event of termination of the Order, the Supplier shall use its best endeavours to mitigate the loss arising from such termination.
In no case shall the amount payable by Clinigen for the terminated work exceed the price that would have been payable if the work had been completed.
- For Default - Clinigen shall notify the Supplier of any breach or default of these conditions. If the Supplier is unable to remedy such breach of default within a period of 30 days from the notice being given then Clinigen reserves the right to terminate the Order in whole or part without incurring liability to the Supplier.
- For Insolvency - In the event that the Supplier becomes insolvent then Clinigen reserves the right to suspend or terminate the Order without incurring liability to the Supplier.
17. DATA PRIVACY
Where Clinigen processes your personal data in relation to the purchase of Products or Services under the Order we will comply with any applicable data protection legislation currently in force, including but not limited to (i) the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time and (ii) any successor legislation to the GDPR or the Data Protection Act 2018.
18. ANTI-BRIBERY AND CORRUPTION
Both Clinigen and the Supplier shall not, and shall procure that their respective directors and employees shall not, engage in any activity, practice or conduct which would constitute an offence under any anti-bribery and anti-corruption laws, regulations and codes in any jurisdiction, including but not limited to the Bribery Act 2010 and, where applicable, the Foreign Corrupt Practices Act 1977.
19. MODERN SLAVERY
The Supplier shall and shall procure (where relevant) that all persons who are performing services or providing goods in connection with, or which will or may be used in performing or to support the performance of these conditions in any part of the world (collectively, its Supply Chain) shall at all relevant times (a) comply with the provisions of the Modern Slavery Act 2015; (b) not engage in any activity, practice or conduct that would constitute an offence under the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; and (c) take all reasonable steps to ensure that Slavery and Human Trafficking are not taking place in its business or its Supply Chain.
20. APPLICABLE LAW
This Agreement and any Order shall be subject to and interpreted in accordance with the Laws of England and the Supplier hereby submits to the jurisdiction of the English Courts.