Standard Conditions of Sale and Purchase

DEFINITIONS:

“Purchaser” means the person, firm or company so named in the order;
“Goods” means the pharmaceutical products to be supplied by Viso Farmacéutica S.L.U. (hereafter referred to as “Viso”) as identified in the order;
“Conditions” means these Standard Conditions of Sale and Purchase; and
“Contract” means any purchase order generated by the Purchaser.

1. GENERAL

Subject to paragraph 2 of this sub-Condition these Conditions are the only conditions upon which Viso is prepared to sell Goods to the Purchaser and they shall govern all purchases of Goods to the entire exclusion of any other express or implied conditions (including without prejudice to the generality of the foregoing any terms or conditions on the Purchaser’s order).
These Conditions may only be modified by a variation expressed in writing and signed on behalf of Viso by an authorized officer of Viso and no other action on the part of Viso (including delivery of the Goods) shall be construed as an acceptance by Viso of any other conditions.
Viso reserves the right to amend these Conditions at any time on written notice to the Purchaser.
These terms and conditions supersede any prior agreement between the parties and any terms inconsistent with these terms shall not be valid or enforceable unless agreed by the parties in writing.

2. PRICE

The price payable for the Goods shall be the current approved or, when applicable, notified price for the Goods, less such discounts as may be specified on the corresponding invoice, unless otherwise agreed between the parties.
The price shall be subject to the addition of Value Added Tax (“VAT”) or any other applicable tax levied on the sale of the Goods.

3. PAYMENT

Viso shall invoice for the Goods on the day in which the goods are dispatched. The Purchaser shall pay to Viso the amount specified on the invoice 30 days after the end of the month in which the Goods are invoiced.
Should payment not be made within that time, Viso may charge the Purchaser interest from the day when payment became due under Condition 3(1) above at a rate of 8% on a day to day basis on the amount outstanding until the sum due (including interest) is paid in full and whether before or after any judgment. No payment shall be deemed to have been received until Viso has received cleared funds.
In the event of late payment Viso may, at its sole discretion, suspend deliveries and / or cancel any of its outstanding orders from the purchaser.

4. DELIVERY

The Goods will be delivered to the address specified for that purpose by the Purchaser.
Unless otherwise instructed by the Purchaser, Viso will arrange carriage and insurance for the Goods. Viso may make such additional charge for these items and such charge will be specified on the invoice for the Goods. If for any reason the Purchaser will not accept delivery of the Goods when they are ready for delivery, the risk in the Goods shall be deemed to have passed to the Purchaser on the due delivery date and the Purchaser shall reimburse Viso for all costs incurred (including the costs of storage, insurance and redelivery).
All delivery times are business estimates only and time is not of the essence. Viso shall not be liable for any loss, cost, damages or liability suffered directly or indirectly by reason of any failure to comply therewith. Where no delivery time is specified delivery shall be within a reasonable time. The Purchaser shall not have the right to reject the Goods or terminate any Contract by reason of any delay in delivery. Viso reserves the right to pass on additional costs where circumstances dictate that non standard delivery is required.
Without incurring any liability whatsoever to the Purchaser, Viso reserves the right to withhold the delivery of the Goods if any sum due to Viso under any Contract is overdue or if, in the opinion of Viso, the credit standing of the Purchaser has been impaired for any other reason, until such time as arrangements as to payment or credit have been established which are satisfactory to Viso.
Goods shall be ordered in minimum quantities (or in whole multiples thereof) per product as specified by Viso from time to time.
Goods supplied shall have a minimum shelf life in accordance with Article 7 of the Royal Decree 726/1982 as amended from time to time.
Any claim in respect of non-delivery of any Goods whatsoever shall be notified to Viso (or their agent) within 3 working days of the due date for delivery to the Purchaser.

5. PACKING

The Goods will be delivered in Viso standard packaging. Should the Purchaser require any special type of packaging it should request Viso for a special quotation.

6. RISK

Risk in the Goods shall pass to the Purchaser when they are delivered (or deemed delivered) in accordance with Condition 4.

7. STORAGE CONDITIONS

Immediately upon delivery the Goods shall be stored by the Purchaser in accordance with the recommended storage conditions as laid down by Viso from time to time in accordance with applicable laws and regulations.

8. TITLE

Title in the Goods shall not pass to the Purchaser until all sums due for the supply of Goods under any Contract between Viso and the Purchaser have been paid in full.
The Purchaser may, subject to paragraph 4 of this Condition, sell or use the Goods in the ordinary course of its business and at full market value notwithstanding that title has not yet passed to it.
The Purchaser shall be obliged to account for any sums received by the Purchaser in respect of the Goods until such time as title to the Goods would have passed to the Purchaser under paragraph 1 of this Condition.
Viso may terminate the Purchaser’s power of sale and use at any time by notice if any sums due to Viso become overdue and such power of sale will automatically terminate if Viso terminates under Condition 13 below.
For the purpose of this Condition the Purchaser undertakes that until the Purchaser has made payment in accordance with Condition 3 above, the Purchaser will:

(i) not remove, deface or cover up any identification marks on the Goods or marks indicating that the Goods are the property of Viso;
(ii) store the Goods in compliance with Condition 7 above and separately from other goods belonging to the Purchaser or others; and
(iii) allow Viso (or its nominee) unrestricted access to the Purchaser’s property or the property of any third party where the Goods are stored to inspect or re-possess any Goods in respect of which the power of sale and use has been terminated.

Viso shall be entitled to recover payment for the Goods notwithstanding that the ownership of the Goods has not passed from Viso.

9. WARRANTY AND LIMITATIONS

Viso warrants that, in the event that any of the Goods are shown to its reasonable satisfaction to have been defective (which for the purposes of these Conditions means that the Goods do not comply with Viso description thereof) at the time of delivery to the Purchaser. It will at its option replace the defective Goods or refund that part of the price which has been paid for them by the Purchaser.
No warranty shall apply:

(i) to Goods which, in Viso reasonable 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 Viso 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;
(iii) unless the Purchaser makes a written claim upon Viso in respect of the defect as soon as the same is discovered, and, in any event, within 6 months of delivery of the defective Goods; and
(iv) In respect of a defect that ought to have been discovered upon delivery unless the provisions of Condition 10 are complied with.

With the exception of paragraph 1 of this Condition, all conditions and warranties express or implied (whether by statute, or otherwise) as to the quality, fitness for purpose or correspondence with sample of the Goods are hereby expressly excluded to the fullest extent permitted by law and Viso shall have no other liability for any loss or damage, howsoever arising caused by the defective nature of the Goods or any accompanying instruction.
Viso shall not be liable to the Purchaser for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses, or other claims for consequential compensation howsoever caused which arise out of or in connection with any Contract.

10. INITIAL DEFECT

The Purchaser shall inspect the Goods immediately upon their receipt and shall be deemed to have accepted the Goods unless any claim in respect of a defect that ought to be discovered on delivery of the Goods shall be notified to Viso (or their agent) within 2 working days of delivery to the Purchaser, with digital photographic evidence thereof.
If any of the Goods do not comply with the description on the delivery note or invoice Viso shall be given the reasonable opportunity to inspect the Goods and if reasonably satisfied Viso shall at its option replace the Goods that do not comply or refund that part of the purchase price which was paid for them provided that the Purchaser has complied with paragraph (1) above.
If the quantity of Goods delivered differs from that set out on the delivery note or invoice and the quantity ordered complies with Viso minimum order quantity for the Goods and Viso minimum order value (as specified in Condition 4 above) and as laid down by Viso from time to time then:

(i) if the quantity delivered exceeds the Purchaser’s order quantity, the Purchaser shall at its option, return the excess or pay for the excess at the unit rate specified on the invoice; or
(ii) if the quantity delivered is less than the Purchaser’s order quantity, Viso shall at its option, make up the deficiency or return the part of the purchase price which was paid for the deficiency; provided, in each case, that the Purchaser makes its election or claim (as the case may be) in writing to Viso (or their agent) within 3 days of delivery to it. Failure to make an election in the case of sub-paragraph (i) of this sub-Condition shall entitle Viso to charge the Purchaser at the unit rate specified on the invoice for the excess. Failure to make a timely claim under sub-paragraph (ii) of this sub-Condition shall disentitle the Purchaser to any remedy at all.

The remedies set out in paragraphs 2 and 3 of the Condition shall be the only remedies of the Purchaser for any failure on the part of Viso to deliver Goods complying with their description or the Contract quantities. In particular (but without prejudice to the generality of the foregoing), the Purchaser shall in no circumstances be entitled to reject the whole of any consignment by reason of any such failure.

11. RETURNS

Except as otherwise provided for by Royal Decree 726/1982 or other applicable laws from time to time, goods which are not defective within the meaning of these Conditions will not be accepted as returns without the prior written consent of Viso. Returns will only be accepted (subject as aforesaid) within 5 working days of dispatch for temperate products and within 24 hours for chilled products where maintained at all times within a certified chill chain in accordance with the local regulatory authority. A storage declaration certificate signed by a ‘Responsible Person’ must accompany all returns. In addition, any returns will require identification of the entity from which the return is being made (pharmacy or distribution entity). Returns that do not meet this requirement will not be accepted.

12. FORCE MAJEURE

Viso 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 Viso 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 Viso may cancel or suspend any Contract without incurring any liability for any costs, expenses, liability, loss or damage thereby occasioned.

13. TERMINATION

Viso may terminate any Contract at any time if:

(i) the Purchaser fails to pay for the Goods within the time provided by Condition 3(1); or
(ii) the Purchaser commits any material breach of its obligations under these Conditions and (where such breach is capable of remedy) fails to remedy the same within thirty days after being required so to do by Viso; or
(iii) the Purchaser takes, or if the Purchaser seeks or reaches any agreement with its creditors the effect of which may be that said creditors may not individually enforce their credit rights against it ;or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
(iv) an encumbrancer takes possession, or an administrative receiver is appointed, of any of the property or assets of the Purchaser or if the Purchaser suffers any similar or analogous action as a consequence of debts; or
(v) the Purchaser ceases, or threatens to cease, to carry on business; or
(vi) Viso reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.

Termination of any Contract shall be without prejudice to any right of Viso to repossess the Goods under Condition 8, or to sue for the price, or to any other accrued right of Viso.

14. SET-OFF

The Purchaser shall not be entitled to exercise any right of set-off, deduction or counterclaim against any amount due to Viso under these Conditions.

15. WAIVER

Any delay or waiver by Viso of any breach of, or any default under, any provision of these Conditions by the Purchaser will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of these Conditions.

16. ANTI-BRIBERY AND CORRUPTION.

Both parties shall comply with all local anti-corruption and anti-bribery laws and regulations.
The parties shall have in place and shall maintain throughout the term of the Contract its own policies and procedures to ensure compliance with such laws and regulations and will enforce them where appropriate.

17. GENERAL

If any provision (or part thereof) of these Conditions is found to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, then such provision (or part thereof) shall be deemed severable and the remaining provisions of these Conditions shall continue in full force and effect.
The parties to these Conditions do not intend that any term of these Conditions will be enforceable by any person who is not a party to it.

18. LAW

The formation, construction, performance, validity and all other aspects of these Conditions shall be governed by and interpreted in accordance with the laws of Spain, in particular the Spanish Commercial Code.