DEFINITIONS

“AbbVie” means AbbVie Ltd, a company incorporated in England, with company number 8004972, having its registered head office at AbbVie House, Vanwall Business Park, Vanwall Road, Maidenhead, Berkshire SL6 4UB.

“Conditions” means these AbbVie terms and conditions of sale as set out herein.

“Customer” means the person or entity that purchases Products from AbbVie for the purposes and in accordance with the provisions set out in these Conditions.

“Delivery Defect” means any Product shortfalls and/or breakages or damages arising from delivery or transportation of the Products.

“Delivery Location” means the location for delivery as agreed between the parties.

“Force Majeure Event” means an event, circumstance or cause beyond AbbVie’s reasonable control.

“Packing List” means a document referencing the Purchase Order and type and quantity of the Products.

“Products” means the goods in AbbVie's therapeutics or aesthetics portfolio of products, as specified in a Purchase Order.

“Purchase Order” means a purchase order sent by the Customer to AbbVie.

“SmPC” means the Summary of Products Characteristics published by AbbVie, as revised from time to time, in accordance with all applicable laws and regulations.

“Territory” means the UK.

GENERAL TERMS

All Purchase Orders provided by the Customer and accepted by AbbVie shall be subject to these Conditions, which shall apply to all orders for Products made by the Customer to AbbVie to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which may be implied by trade, custom, practice or course of dealing. In the event that the parties have agreed separate terms in writing, such agreed terms shall take precedence over these Conditions.
The Customer shall ensure that any Purchase Order provided to AbbVie is complete and accurate. AbbVie reserves the right to accept or reject any Purchase Order.

PRODUCTS

The Products are described in the relevant SmPC. AbbVie reserves the right to amend the SmPC if required by any applicable statutory or regulatory requirement.

DELIVERY

AbbVie shall deliver the Products to the Delivery Location using AbbVie’s chosen carrier. The delivery date of the Products quoted by AbbVie is approximate only and time of delivery is not of the essence. Delivery of the Products shall be deemed to occur upon arrival of the Products at the Delivery Location.

The Customer must immediately inspect the Product for any Delivery Defects and report such Delivery Defects in writing immediately to AbbVie. If the Customer does not report a Delivery Defect within ten (10) days of delivery, the Products shall be deemed accepted despite discovery of the Delivery Defect. Discovery of a Delivery Defect shall not entitle the Customer to withhold payment.

Each delivery shall be accompanied by a Packing List. Signature of the Packing List or of the delivery note issued by AbbVie’s chosen carrier, in paper or electronically, by any person working or residing at the Delivery Location shall be conclusive proof of the delivery of the Products.

The cost of delivery of the Products shall in most instances be borne by AbbVie. AbbVie reserves the right to charge delivery fees where appropriate for example but not limited to where the Purchase Order does not fulfil the minimum order quantities determined by AbbVie from time to time, or where the Customer requests a special route or method of delivery.

AbbVie may deliver the Products in instalments. Each instalment will be invoiced and paid for separately and shall constitute a separate contract between the parties incorporating the Conditions. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. The Customer shall notify AbbVie of any orders of Products that have not been received by the Customer as soon as possible and in any event within five (5) working days of receipt of the invoice issued by AbbVie.

QUALITY

AbbVie warrants that the Products will correspond with the SmPC in all material respects, be of satisfactory quality and fit for their intended purpose. Any condition, warranty or other term which might otherwise be implied or incorporated within these Conditions by reason of statute or common law or otherwise is hereby excluded to the fullest extent permitted by law.

TITLE AND RISK

Risk in the Products shall pass to the Customer on completion of delivery. Title to the Products shall not pass to the Customer until AbbVie has received payment in full (in cash or cleared funds) for the Products.

Until title to the Products has passed to the Customer, the Customer shall:

• I. hold the Products on a fiduciary basis as AbbVie's bailee;
• II. store the Products separately from all other goods held by the Customer so that they remain readily identifiable as AbbVie's property;
• III. not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
• IV. maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
• V. give AbbVie such information relating to the Products as AbbVie may require from time to time.

For the avoidance of doubt, the Customer may resell, dispense or use the Products in the ordinary course of its business and shall hold any proceeds of such sales, dispensing or use in a fiduciary capacity on trust for AbbVie and shall account to AbbVie in respect of the proceeds up to the amount of the full purchase price. Nothing in this clause or elsewhere in the Conditions shall be interpreted as AbbVie exercising any form of influence or control over the Customer’s business activity, including the commercial conditions that the Customer may unilaterally and independently apply for the Products in relation to its customers.

PRICE AND PAYMENT

The price of the Products shall be the price stated in AbbVie's published price list applicable at the date of AbbVie's acceptance of the Purchase Order. Any change in the prices applicable under the Conditions shall be notified by AbbVie to the Customer as soon as reasonably practicable.

AbbVie may invoice the Customer for the Products on or at any time after the completion of delivery. The Customer shall pay the invoice in full and in cleared funds within thirty (30) days of the date of the invoice unless a different term is included in the invoice or agreed in writing between the parties. If the Customer fails to make a payment due to AbbVie by the due date, then, without limiting AbbVie’s other rights or remedies, AbbVie reserves the right to withhold further deliveries in whole or in part and to demand payment in advance for future deliveries or take any further action, or require further information or reassurance from Customer, as reasonably appropriate for credit risk management purposes. Payments made by the Customer (including any interest which may be payable on any overdue sum) shall be used to pay first any outstanding interest, costs and any unpaid invoices even if the Customer states that the payment relates to a later invoice.
The price of the Products is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from AbbVie, pay to AbbVie such additional amounts in respect of VAT as are chargeable on the supply of the Products.

RETURNS FOR EXCHANGE OR CREDIT; DELIVERY DEFECT RETURNS

AbbVie may, at its sole discretion, accept the return of Products by the Customer for exchange or credit provided that:

• I. the Products have been purchased directly from AbbVie;
• II. the Products must have been stored under "proper conditions" as determined by the MHRA;
• III. AbbVie complies with full Good Distribution Practice control;
• IV. Products must not have been outside of the licensed wholesale supply chain for longer than five (5) days;
• V. Products within the licensed wholesale supply chain must not have been outside of AbbVie's care for longer than four (4) weeks;
• VI. all Products returned must be unopened, unmarked and deemed fit for resale by AbbVie;
• VII. temperature controlled Products must have a full temperature log available signed by a Responsible Person.

Costs for delivering returned Products to AbbVie for credit or exchange shall be borne by the Customer. The Customer shall issue a delivery note which shall be signed by a representative of AbbVie at AbbVie's premises. Only a delivery note in respect of the returned Products, signed by AbbVie shall constitute proof of return delivery.
Where the Customer provides evidence to AbbVie’s satisfaction that a Product has been delivered with a Delivery Defect, AbbVie may, at its sole discretion, agree to pay Customer’s reasonable costs towards the return of such Products.

LIMITATION OF LIABILITY

AbbVie's total liability in contract, tort or otherwise for any loss or damage arising directly or indirectly either out of the supply or the use of the Products (save in respect of death or personal injury) shall be limited to the invoiced value of the Products from which the loss or damage arises. In no circumstances shall AbbVie be liable for any indirect or consequential loss or damage of any nature or description no matter how arising. The Customer shall at all times keep AbbVie indemnified against any claims for loss, damage, costs, expenses, injury or death to third parties arising (directly or indirectly) out of or concerned with the negligence, breach of duty of care or any other act or omission of the Customer in relation to the Products supplied hereunder.

CUSTOMER’S INSOLVENCY

If the Customer becomes insolvent, or AbbVie reasonably believes that the Customer is about to become financially impaired and notifies the Customer accordingly, then, without limiting any other right or remedy available to AbbVie, AbbVie may cancel or suspend all further deliveries of outstanding Purchase Orders without incurring any liability to the Customer, and all outstanding sums in respect of Products delivered to the Customer shall become immediately due.

COMPLIANCE WITH LAW

The Customer represents and warrants that it is now in compliance with, and undertakes that in performance of its obligations, it shall continue to comply with, all applicable acts, legislation, statutory instruments, regulations, authorizations, consents, permits, licenses, regulations and industry codes of practice, orders and requirements and all other directions, judgments, decisions or orders made by any court or other body with lawful jurisdiction, in each case as amended, supplemented or replaced from time to time, including but not limited to: those related to anti bribery and anti corruption (including but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977 as amended); all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR and the Data Protection Act 2018; and the Modern Slavery Act 2015.

ANTI-BRIBERY AND CORRUPTION

The Customer represents and warrants that it will not offer, promise or authorize the giving of anything of value to a government official or other person to obtain or retain business or gain a business advantage.
Except as notified to AbbVie in writing, the Customer is not aware of any actual or alleged violations of any anti-corruption laws, nor has the Customer been involved with any actual or threatened investigation by any governmental authority for anti-corruption issues. If any of the aforementioned events occurs or the Customer learns of such an event that has not been disclosed to AbbVie, the Customer shall immediately notify AbbVie in writing and provide all information, assistance and cooperation requested by AbbVie in connection with AbbVie’s compliance efforts, including taking any corrective or remedial action recommended by AbbVie.
The Customer warrants that it has and undertakes that it shall continue to update and maintain an internal compliance program under which the Customer’s employees are required to comply with all applicable local and international anti-bribery and anti-corruption laws and regulations. The Customer warrants that its employees and agents are regularly trained, and will continue to be regularly trained, on the requirements of the Customer’s compliance program and compliance with applicable anti-bribery and anti-corruption laws. In addition, the Customer agrees that, if AbbVie so requests, the Customer’s employees and agents will attend training provided by AbbVie on applicable anti-bribery and anti-corruption laws.

CUSTOMER’S RIGHT TO RESELL THE PRODUCTS IN THE TERRITORY

By purchasing the Products the Customer acknowledges that it holds and shall maintain any and all relevant authorizations and/or licenses as may be required and necessary for the Customer to be able to deal in the Products as described below:

• I. the Customer is licensed as a pharmacy in the Territory and purchases the Products for the purpose of enabling the Customer to dispense the Product upon presentation of relevant prescriptions in such licensed capacity and under its retail pharmacy license, in accordance with applicable laws and regulations; or
• II. the Customer is licensed and/or is operating as a clinic and/or as private practice and/or as a private hospital and/or as an individual licensed healthcare professional in the Territory and purchases the Products for the purpose of administering the Product to patients, in accordance with applicable laws and regulations.

While the Customer intends to purchase the Products for resale and/or use in relation to individual patients or customers presenting valid prescriptions or otherwise requesting the dispensing or administration of Products, at the retail level of trade, if the Customer intends to carry out wholesale activities related to the Products by re-selling to other licensed pharmacies, wholesalers, clinics, private practices and/or hospitals or other third parties, the parties will enter into a separate agreement with specific commercial terms applicable in accordance with AbbVie’s commercial policies, relevant regulatory obligations and any licensing requirements.

DATA PROTECTION

AbbVie shall process personal data at all times in accordance with applicable data protection laws, for purposes related to the administration of your Customer account, including but not limited to: credit reference checks; verifying and updating data; invoicing; credit control; Product returns; credit notes; delivery notes; or direct mail about AbbVie Products and services. Any such personal data shall be kept confidential and shall only be disclosed to third parties if the law so requires or if these third parties (e.g. credit control agencies) process the information on behalf of AbbVie. The Processing of personal data is governed by https://www.abbvieukprivacyonline.co.uk/ and you may access your personal data and may request that it be rectified if incorrect by sending your request in writing to AbbVie’s Data Protection Officer at privacyoffice@abbvie.com.

PRODUCT RECALL

The Customer shall use its best endeavours to cooperate with AbbVie in the event of a voluntary or compulsory product recall.

FORCE MAJEURE

AbbVie shall have the right to cancel, delay or suspend performance of service or delivery of the Products due to a Force Majeure Event and shall not be liable for any damages suffered or incurred for the duration of any such Force Majeure Event.

GOVERNING LAW, SEVERABILITY AND WAIVER

These Conditions shall be construed in accordance with the laws of England and Wales and each party undertakes to irrevocably and unconditionally submit to the exclusive jurisdiction of the English courts. If any provision hereof is held in whole or part to be unenforceable by any court or authority of competent jurisdiction, the validity of the other provisions hereof and the remainder of the provision in question shall not be affected and no waiver by AbbVie of any breach by the Customer of these Conditions shall be considered as a waiver of any subsequent or ongoing breach of the same or any other provision.

ACCESS TO DOCUMENTS

AbbVie may request and the Customer shall provide (subject to relevant data protection and competition laws), access to any documents and/or other materials relating to the purchase and resale of the Products and/or provide any other evidence requested by AbbVie in order to demonstrate the Customer’s compliance with these STANDARD TERMS AND CONDITIONS OF SALE. In the event of non-compliance with these STANDARD TERMS AND CONDITIONS OF SALE, AbbVie reserves the right to take such steps as may be appropriate in AbbVie’s absolute and sole discretion, in accordance with AbbVie’s internal policies and processes.