Éire / Ireland

Astellas Pharma Co Ltd (Ireland).
Terms and Conditions of Purchase

  1. Interpretation

    1. The definitions and rules of interpretation in this condition apply to these conditions.
    2. COMPANY: Astellas Pharma Co Ltd (Ireland), whose registered address is: 25 The Courtyard, Kilcarberry Business Park, Clondalkin, Dublin 22.
    3. CONTRACT: An ORDER which has been accepted by the SELLER.
      BACKGROUND IP: IP owned or controlled by either party on the date of the CONTRACT.
      DELIVERABLES: All documents, products and materials developed by the SELLER in relation to the SERVICES together with any results of the SERVICES, in any form, including computer programmes, data, reports and specifications.
      GOODS: any GOODS agreed in the CONTRACT to be bought by the COMPANY from the SELLER (including any part or parts of them).
      PROJECT IP: IP created or developed by the SELLER for the COMPANY during the performance of the SERVICES.
      INTELLECTUAL PROPERTY (“IP”): means all patents, patent applications, registered and unregistered designs, copyright, trade marks, know how and all other forms of intellectual property wherever in the world enforceable.
      ORDER: the COMPANY'S written instruction to buy the GOODS and / or SERVICES including any special conditions specified therein relating to such instruction, incorporating these conditions.
      SELLER: the person, firm or company who accepts the COMPANY'S ORDER.
      SERVICES: any services agreed in the CONTRACT to be provided by the SELLER.
      SPECIFICATIONS: any specifications, proofs, samples, patterns, specimens and descriptions specified by the COMPANY in the ORDER with which the GOODS and/or Services specified in that ORDER are required to conform.
    4. A reference to Irish law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
    5. A reference to one gender includes a reference to the other gender.
    6. Condition headings do not affect the interpretation of these conditions.

  2. Application of terms

    1. Subject to any variation under condition 2.4, these conditions and any special conditions specified in the ORDER are the only conditions upon which the COMPANY is prepared to deal with the SELLER and they shall govern the CONTRACT to the entire exclusion of all other terms or conditions. For the avoidance of doubt, in case of conflict between these conditions and the special conditions specified in the ORDER, the special conditions specified in the ORDER shall take precedence.
    2. Each ORDER for GOODS or SERVICES from the COMPANY to the SELLER shall be deemed to be an offer by the COMPANY to buy GOODS or SERVICES subject to these conditions and any special conditions stated in the ORDER and no ORDER shall be accepted until the SELLER either expressly by giving notice of acceptance, or impliedly by fulfilling the ORDER, in whole or in part accepts the offer.
    3. No terms or conditions endorsed upon, delivered with or contained in the SELLER'S quotation, acknowledgement or acceptance of ORDER, specification or similar document shall form part of the CONTRACT and the SELLER waives any right which it otherwise might have to rely on such terms and conditions.
    4. These conditions apply to all CONTRACTS between the Company and the Seller. No variation of these conditions shall have effect unless expressly agreed in writing and signed by an authorised representative of the COMPANY.

  3. Quality and defects

    1. The GOODS shall be of the best available design, of the best quality, material and workmanship, be without fault and conform in all respects with the ORDER and the SPECIFICATIONS (if any) and comply with all applicable statutory and regulatory requirements. The SELLER warrants that all GOODS supplied to the Company together with all the necessary instructions, information and warnings supplied with them will be designed, manufactured and produced in such a manner as to ensure that under no circumstances could the GOODS be held to be defective under any applicable product liability legislation, including without limitation, the Liability for Defective Products Act 1991. If the SELLER becomes aware at any time of any incidents, events or discoveries which are in any way relevant to the safe operation of GOODS previously supplied, the SELLER shall without delay issue written notice of them to the COMPANY. The SELLER shall immediately notify the COMPANY if the SELLER has any reason to believe or suspect that there is any defect in the GOODS that would render the GOODS unsafe to any purchaser or user of such GOODS or cause an unacceptable risk to consumers, or any error or omission in the instructions for use and/or assembly of the GOODS which exposes or may expose consumers to any risk of death, injury or damage to property and the SELLER shall promptly provide the COMPANY with all relevant details relating to the circumstances giving rise to the notification. The SELLER shall at its own cost and expense use all reasonable endeavours to assist the COMPANY in taking any remedial action necessary including making any agreed notifications to relevant authorities or the COMPANY’s customers, recalling GOODS already sold to the COMPANY’s customers, collecting any recalled GOODS, appropriately destroying any recalled GOODS and complying with any arrangements agreed between the SELLER and the COMPANY.
    2. The SERVICES shall be performed with reasonable skill and care and in accordance with generally recognised commercial practices and standards and will conform with the SPECIFICATIONS (if any). The SERVICES and DELIVERABLES will be provided in accordance with all applicable statutory and regulatory requirements.
    3. The COMPANY'S rights under these conditions are in addition to any statutory rights implied in favour of the COMPANY under any applicable law including without limitation, the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980..
    4. At any time prior to delivery of the GOODS to the COMPANY the COMPANY shall have the right to inspect and test the GOODS and/or SERVICES and/or DELIVERABLES. The COMPANY shall have the right during business hours upon reasonable advance notice to the SELLER to enter on the SELLER’S premises for the purpose of carrying out such inspections or testing.
    5. If the results of such inspection or testing cause the COMPANY to be of the opinion that the GOODS and/or SERVICES and/or DELIVERABLES do not conform or are unlikely to conform with the ORDER and/or the SPECIFICATIONS (if any) and/or these conditions, the COMPANY shall inform the SELLER and the SELLER shall immediately take such action as is necessary to ensure conformity and in addition the COMPANY shall have the right to require and witness further testing and inspection.
    6. Notwithstanding any such inspection or testing, the SELLER shall remain fully responsible for the GOODS and/or SERVICES and any such inspection or testing shall not diminish or otherwise affect the SELLER'S obligations and the COMPANY’S rights under the CONTRACT or under any applicable laws.
    7. For the avoidance of doubt, if any of the GOODS, SERVICES or DELIVERABLES fail to comply with the provisions set out in this condition 3 the COMPANY shall be entitled to avail itself of any one or more remedies listed in condition 13.

  4. Indemnity

    The SELLER shall keep the COMPANY and any affiliates of the COMPANY and their respective employees, servants and agents indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by any such indemnified parties whether in CONTRACT or tort and whether at common law, equity or under statute as a result of or in connection with:

    1. defective workmanship, quality or materials;
    2. an infringement or alleged infringement of any third party IP rights caused by the use, manufacture or supply of the GOODS or the use or supply of the DELIVERABLES or SERVICES; and
    3. any claim made against any such indemnified parties whether in contract or tort and whether at common law, equity or under statute in respect of any liability, loss, damage, injury, cost or expense sustained by any such indemnified parties whether in contract or tort and whether at common law, equity or under statue or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the GOODS, or provision of the SERVICES or DELIVERABLES, as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the CONTRACT by the SELLER.
    4. breach of any CONTRACT or these conditions by the SELLER.

  5. INTELLECTUAL PROPERTY RIGHTS

    1. All BACKGROUND IP and rights therein shall remain the property of the owning party.
    2. The SELLER hereby grants to the COMPANY a non-exclusive, royalty free, worldwide licence, with the full right to grant sublicences, to use its BACKGROUND IP insofar as it is required to utilise the GOODS and/or DELIVERABLES.
    3. All PROJECT IP and rights therein shall automatically vest in the COMPANY.
    4. The SELLER shall, promptly, at the COMPANY'S request and expense, do (or procure to be done) all such further acts and things and the execution of all such other documents as the COMPANY may from time to time require for the purpose of securing for the COMPANY the full benefit of the CONTRACT, including all right, title and interest in and to the PROJECT IP.

  6. Delivery

    1. The GOODS shall be delivered, carriage paid, to the COMPANY'S place of business (as specified in the Order) or to such other place of delivery as is specified in the ORDER or agreed by the COMPANY in writing prior to delivery of the GOODS. The SELLER shall off-load the GOODS at its own risk as directed by the COMPANY. The SELLER may not deliver Orders in instalments except with the prior written consent of the Company.
    2. The date for delivery shall be specified in the ORDER, or if no such date is specified then delivery shall take place within 28 days of the date of the ORDER.
    3. The SELLER shall invoice the COMPANY upon or after (but separately from) delivery of the GOODS to the COMPANY. [Where SERVICES have been provided to the COMPANY, the SELLER shall invoice the COMPANY [monthly in arrears]. Invoices shall be sent to [Insert address]. The invoice shall be raised in the currency stated in the ORDER applicable to that delivery of GOODS.
    4. The SELLER shall ensure that each delivery is accompanied by a delivery note which shows, among other things, the ORDER number, date of ORDER, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. The SELLER shall ensure that the GOODS are properly packed and secured in such manner as to enable them to reach their destination in good condition.
    5. Time for delivery shall be of the essence.
    6. Unless otherwise stipulated by the COMPANY in the ORDER, deliveries shall only be accepted by the COMPANY in normal business hours.
    7. If the GOODS and/or SERVICES are not delivered on the due date then, without prejudice to any other rights which it may have, the COMPANY reserves the right to:
      1. cancel the CONTRACT in whole or in part;
      2. refuse to accept any subsequent delivery of the GOODS and/or SERVICES which the SELLER attempts to make;
      3. recover from the SELLER any expenditure reasonably incurred by the COMPANY in obtaining substitute goods or services from another supplier;
      4. claim damages for any additional costs, loss or expenses incurred by the COMPANY which are in any way attributable to the SELLER'S failure to deliver the GOODS and/or SERVICES on the due date; and
      5. return to the SELLER at the SELLER’S risk and expense any GOODS and/or DELIVERABLES already delivered which by reason of the non-delivery of the balance of the GOODS and/or SERVICES are not reasonably capable of use by the COMPANY in the ordinary course of business and where the price of such returned GOODS and/or DELIVERABLES has already been paid by the COMPANY to the SELLER, the SELLER shall reimburse the COMPANY for any such amounts or issue a credit note to the COMPANY in respect of such amounts, at the COMPANY’S option.
    8. The COMPANY shall be under no liability to the SELLER for or in respect of any termination of any CONTRACT pursuant to the provisions of condition 6.7.
    9. If the SELLER requires the COMPANY to return any packaging material to the SELLER that fact must be clearly stated on any delivery note delivered to the COMPANY and any such packaging material shall only be returned to the SELLER at the cost of the SELLER.
    10. Where the COMPANY agrees in writing to accept delivery by instalments the CONTRACT shall be construed as a single CONTRACT in respect of each instalment. Nevertheless failure by the SELLER to deliver any one instalment shall entitle the COMPANY at its option to treat the whole CONTRACT as repudiated.
    11. If the GOODS are delivered to the COMPANY in excess of the quantities ordered the COMPANY shall not be bound to pay for the excess and any excess shall be and shall remain at the SELLER'S risk and shall be returnable at the SELLER'S expense, provided always that the COMPANY shall at its sole option be entitled to purchase the excess GOODS at the purchase price specified in the ORDER to that delivery of GOODS.
    12. The COMPANY shall not be deemed to have accepted the GOODS until it has had 7 days to inspect them following delivery. The COMPANY shall also have the right to reject the GOODS as though they had not been accepted for 28 days after any latent defect in the GOODS has become apparent. If any GOODS delivered to the COMPANY do not comply with these conditions, then without limiting any other right or remedy that the COMPANY may have, the COMPANY may avail of the remedies set out in condition 13.

  7. Risk/property

    Without prejudice to the COMPANY’S right to reject the GOODS pursuant to condition 6.11, the GOODS shall remain at the risk of the SELLER until delivery to the COMPANY is complete (including off-loading and stacking) when ownership of the GOODS shall pass to the COMPANY.

  8. Price

    1. The price of the GOODS or SERVICES shall be stated in the ORDER and unless otherwise agreed in writing by the COMPANY shall be exclusive of value added tax but inclusive of all other charges.
    2. No variation in the price nor extra charges other than those stated in the ORDER shall be accepted by the COMPANY.

  9. Payment

    1. The COMPANY shall pay the price of the GOODS or SERVICES within 45 days of receipt of a valid invoice in respect of the relevant GOODS or SERVICES, but time for payment shall not be of the essence of the CONTRACT.
    2. Without prejudice to any other right or remedy, the COMPANY reserves the right to set off any amount owing at any time from the SELLER to the COMPANY against any amount payable by the COMPANY to the SELLER under the CONTRACT.
    3. If any valid, undisputed sum under the CONTRACT is not paid when due then, without prejudice to both parties' other rights under the CONTRACT, that sum shall bear interest from the due date until payment is made in full, both before and after any judgment, at 1% per annum over [the European Central Bank] base rate from time to time. The SELLER is not entitled to suspend deliveries of the GOODS or SERVICES as a result of any sums being outstanding.

  10. Confidentiality

    The SELLER shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives disclosed to the SELLER by the COMPANY or its agents and any other confidential information concerning the COMPANY'S business or its products which the SELLER may obtain and the SELLER shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the SELLER'S obligations to the COMPANY and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the SELLER. This condition shall survive termination of any CONTRACT.

  11. The Company’s property

    Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of IP rights in all drawings, specifications and data supplied by the COMPANY to the SELLER or not so supplied but used by the SELLER specifically in the supply of the GOODS and SERVICES shall at all times be and remain the exclusive property of the COMPANY but shall be held by the SELLER in safe custody at its own risk and maintained and kept in good condition by the SELLER until returned to the COMPANY and shall not be disposed of other than in accordance with the COMPANY'S written instructions, nor shall such items be used otherwise than as authorised by the COMPANY in writing.

  12. Termination

    1. The COMPANY shall have the right at any time and for any reason to terminate any CONTRACT in whole or in part by giving the SELLER written notice whereupon all work on the CONTRACT shall be discontinued and the COMPANY shall pay to the SELLER fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
    2. The COMPANY shall have the right at any time by giving notice in writing to the SELLER to terminate any CONTRACT forthwith if:
      1. the SELLER commits a material breach of any of the terms and conditions of the CONTRACT or these conditions; or
      2. any distress, execution or other process is levied upon any of the assets of the SELLER; or
      3. the SELLER has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the SELLER under this Agreement, or has a receiver, manager, examiner or administrator appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an examiner or administrator or receiver or manager of the SELLER or notice of intention to appoint any of the foregoing is given by the SELLER or its directors or by a creditor (as defined in section 3 of the Companies (Amendment) Act 1990 as amended by section 6 of the Companies (Amendment) Act No. 2 1999), or a resolution is passed or a petition presented to any court for the winding-up of the SELLER or for the appointment of an examiner or administrator or receiver or manager in respect of the SELLER, or any proceedings are commenced relating to the insolvency or possible insolvency of the SELLER; or
      4. the SELLER ceases or threatens to cease to carry on its business; or
      5. the financial position of the SELLER deteriorates to such an extent that in the reasonable opinion of the COMPANY the capability of the SELLER adequately to fulfil its obligations under the CONTRACT has been placed in jeopardy.
    3. The termination of the CONTRACT, however arising, shall be without prejudice to the rights and duties of the COMPANY accrued prior to termination. The conditions herein and in the CONTRACT which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

  13. Remedies

    Without prejudice to any other right or remedy which the COMPANY may have, if any GOODS or SERVICES are not supplied in accordance with, or the SELLER fails to comply with, any of the conditions of the CONTRACT the COMPANY shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the GOODS have been accepted by the COMPANY:

    1. to rescind the ORDER;
    2. to reject the GOODS or SERVICES (in whole or in part) and return them to the SELLER at the risk and cost of the SELLER on the basis that a full refund for the GOODS or SERVICES so returned shall be paid forthwith by the SELLER;at the COMPANY'S option to give the SELLER the opportunity at the SELLER'S expense either to remedy any defect in the GOODS or SERVICES or to supply replacement GOODS or SERVICES and carry out any other necessary work to ensure that the terms of the CONTRACT are fulfilled;
    3. to refuse to accept any further deliveries of the GOODS or SERVICES but without any liability to the SELLER;
    4. to carry out at the SELLER'S expense any work necessary to make the GOODS or SERVICES comply with the CONTRACT; and
    5. to claim such damages as may have been sustained in consequence of the SELLER'S breach or breaches of the CONTRACT.

  14. Assignment

    1. The SELLER shall not be entitled to assign the CONTRACT or any part of it without the prior written consent of the COMPANY.
    2. The COMPANY may assign or novate (as appropriate) the CONTRACT or any part of it to any person, firm or company and the SELLER shall participate in any such assignment or novation, as required.

  15. Force majeure

    The COMPANY reserves the right to defer the date of delivery or payment or to cancel the CONTRACT or reduce the volume of the GOODS or SERVICES ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the COMPANY including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

  16. General

    1. Each right or remedy of the COMPANY under the these conditions and the CONTRACT is without prejudice to any other right or remedy of the COMPANY whether under the conditions or the CONTRACT or not.
    2. If any provision of the CONTRACT 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 the CONTRACT and the remainder of such provision shall continue in full force and effect.
    3. Failure or delay by the COMPANY in enforcing or partially enforcing any provision of the CONTRACT shall not be construed as a waiver of any of its rights under the CONTRACT.
    4. Any waiver by the COMPANY of any breach of, or any default under, any provision of the CONTRACT by the SELLER shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the CONTRACT.
    5. The parties to the CONTRACT do not intend that any term of the CONTRACT shall be enforceable by virtue of the UK Contracts (Rights of Third Parties) Act 1999 (or any similar legislation under any applicable laws) by any person that is not a party to it.
    6. This CONTRACT and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Irish law, and the parties submit to the exclusive jurisdiction of the Irish courts.

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