Standard Terms And Conditions Of Sale Of Pharmaceuticals

UAB “JOHNSON & JOHNSON”
STANDARD TERMS AND CONDITIONS OF SALE OF PHARMACEUTICALS 
(Effective as of 1st May 2024 )
Ref. No. EE/2024 v1

1 GENERAL
(1) Subject to clause 1(2), these Terms and Conditions are the only Terms and Conditions upon which UAB “Johnson & Johnson” with its registered address at Konstitucijos av.21C, Vilnius, Lithuania (referred to as the Seller) is prepared to sell to customers (referred to as the Purchasers) its pharmaceutical products (referred to as the Goods) in Estonia, and, together with the matters set out on the face of the invoice, they shall govern the sale of Goods to the entire exclusion of any other express or implied conditions.
(2) These Terms and Conditions may be modified by the Seller only; no other action on the part of the Seller (including delivery of the Goods) shall be construed as an acceptance of any other conditions. Any change in the Terms and Conditions will be notified to Purchasers in due course.
(3) By placing an order to the Seller, the Purchaser confirms its full compliance with all regulatory and compliance requirements as well as the ability of the widest possible territorial coverage of the market and rapid delivery of a wide range of the Seller’s Gods to pharmacies and/or hospitals supplying the Goods to patients.
2 PRICE
(1) The price payable for the Seller’s products shall be the Seller's price in force on the date of delivery based on the Seller’s price list applicable to Estonia less such discounts as may be specified on the face of the Invoice. Any changes in the price list will be notified in due course.
(2) Orders of the Goods must be sent by Purchasers to the following e-mail: [email protected] In case this e-mail changes in the future, Purchasers will be notified, and the correct e-mail will be provided separately.
3 PAYMENT
(1) Payment of the price must be made under the term indicated in the invoice following the date of the invoice unless authorized otherwise in writing in advance by an authorized representative of the Seller. The Seller has the right to ask for the prepayment of the Goods.
(2) No payment shall be deemed to have been received until the Seller has received cleared funds.
(3) Should payment not be made within the specified time, the Seller may charge the Purchaser interest on a day to day basis at a rate of 0,05% per working day from time to time applicable on the amount from time to time outstanding until the sum due is paid in full, to include legal costs of any recovery.
4 DELIVERIES
(1) The Goods will be delivered to the address specified for that purpose in the Purchaser's order.
(2) The Seller reserves the right to withhold the delivery of the Goods if any sum due to the Seller under this or any other contract is overdue or if, in the opinion of the Seller, the credit standing of the Purchaser has been impaired for any other reason, until such time as payment is received.
(3) The Purchaser ensures further delivery of the Seller’s Goods to the pharmacies within a maximum period of 24 hours from placing the order by the pharmacy. The Purchaser also confirms its capacity to manage urgent “same day” requirements.
5 STORAGE CONDITIONS
(1) All the Seller's Goods shall be stored by the Purchaser in appropriate storage conditions for such kind of products.
(2) The Purchaser must use only such storage materials (pallets) for the Seller’s Goods, in particular prescription medicinal products, that is free of 2,4,6-tribromophenol (TBP) and any other form of phenol-based fungicide treatment.
(3) The Purchaser shall also have regularly reviewed and updated written procedures in place to ensure controlled conditions during storage and transportation of the Goods.
6 RISKS
(1) Risk in the Goods shall pass to the Purchaser when they are delivered in accordance with clause 4(1).
7 RETURNS & RECALLS
(1) Returned Goods will not be accepted without the prior written consent of the Seller. Goods will normally be accepted for return within 8 weeks after delivery, except in case of any product recalls due to regulatory issues that are being undertaken at the sole discretion of the Seller or upon any decisions of the local competent authorities. In case of product recalls for regulatory issues, the Purchaser shall act upon in accordance with the Seller’s instructions.
(2) Subject to clause 7(3), if any of the Goods are shown to the satisfaction of the Seller to have been defective at the time of delivery to the Purchaser, the Seller will at its option replace the defective Goods or refund that part of the Price which was paid for them.
(3) The foregoing shall not apply:
(i) to Goods which, in the Seller's opinion, have been rendered defective by misuse or neglect on the part of the Purchaser (including, but not limited to, failure on the part of the Purchaser to comply with the Seller's recommended storage conditions);
(ii) to Goods marked with an expiry date and in respect of which no claim is made by the Purchaser until after that date has passed.
(4) Any claim in respect of a defect that ought to be discovered on delivery of the Goods shall be made within seven working days of delivery to the Purchaser.
(5) The Purchasers are also responsible for sending samples of returned/ recalled Goods under complaints, if required by the Seller, to Janssen-Cilag Polska sp. z o.o (ul. Stefana Batorego 1, Pass, 05-870 Błonie), within 3 weeks of their receipt. Goods are returned at the risk of the Purchaser.
(6) Credit for the returned Goods will normally be given only after goods are received at the Seller, to Janssen- Cilag Polska sp. z o.o (ul. Stefana Batorego 1, Pass, 05-870 Błonie).
(7) For the purpose of proper implementation of returned/recalled Goods as defined in paragraph (5) above, the Purchaser must have a quality management system that allows the effective management of potential complaints and pharmacovigilance claims as well as a regularly reviewed and updated company product return / recall procedure.
8 COLD CHAIN PRODUCTS & NARCOTIC AND PSYCHOTROPIC PRODUCTS
(1) Seller has the right to verify that Purchaser fulfil the necessary conditions and has the appropriate premises to handle cold chain products.
(2) The Purchaser confirms its full compliance with all the requirements for handling narcotic and psychotropic medicinal products.
9 FORCE MAJEURE
(1) The Seller shall not be liable for any loss or damage caused by delay in the performance or non-performance of any of its obligations hereunder where the same is occasioned by any cause whatsoever that is beyond the Seller's control including but not limited to an Act of God; civil disturbance, requisitioning, governmental or parliamentary restrictions, prohibitions or enactments of any kind; import or export regulations; strike, lock-out, or trade dispute (whether involving its own employees or those of any other person); difficulties in obtaining workmen or materials; breakdown of machinery; fire or accident. Should any such event occur the Seller may cancel or suspend these Terms and Conditions without incurring any liability for any loss or damage thereby occasioned.
10 OTHER TERMS AND CONDITIONS
(1) The Purchaser confirms that it possesses business continuity plans for its warehousing and distribution service in order to maintain supply of product in case of exceptional circumstances e.g. fire, industrial action, bankruptcy.
(2) By placing an order to the Seller, the Purchaser agrees to the Seller performing credit checks by whatever means it deems appropriate.
(3) Each right or remedy of the Seller under these Terms and Conditions is without prejudice to any other right or remedy of the Seller whether under these Terms and Conditions or not.
(4) If any provision of these Terms and Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these Terms and Conditions and the remainder of such provision shall continue in full force and effect.
(5) Orders sent by Purchasers do not become definitive until they are accepted by the Seller.
11 INDEPENDENT PARTY
(1) The Purchaser will purchase the Goods from the Seller for its own account and will resell in its own name and for its own account and risk. More in particular, the Purchaser shall assume all credit risks in relation to its sales of Goods.
12 LAW
(1) These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Lithuania.