Terms and Conditions of Sale
Terms and Conditions of Sales
1.1 Unless otherwise agreed in writing by GlaxoSmithKline (Ireland) Limited (“GSK”), these Conditions shall apply to the sale of all products contained in the current Price List (the “Products”) to a customer (the “Customer”) and shall apply to the exclusion of any other terms or conditions (including but not limited to any terms or conditions on the Customer’s order form).
1.2 No variation of these Conditions shall be effective unless expressly agreed to in writing and signed by an authorised representative of GSK. Nothing in these conditions shall limit GSK’s liability for fraud.
2.1 Each order placed by a Customer with GSK shall be deemed to be an offer by the Customer to purchase the products listed in the order (the “Products”) subject to these Conditions. GSK may at any time accept or reject all or part of such offer for any reason whatsoever, without giving reasons. GSK is deemed to have accepted the Customer’s offer, or part of the Customer’s offer, only when it delivers to the Customer the Products in accordance with such offer, or part of such offer.
The price payable shall be the last price notified by GSK to the Customer prior to despatch of the Products. Unless otherwise stated, all prices are quoted exclusive of value added tax. The Customer shall pay to GSK any applicable value added tax and any other applicable tax or duty.
4.1 Invoices will be issued on or after despatch of Products. Payment must be remitted to PRL Group within 30 days of date of invoice, subject to these Conditions.
4.2 If payment in cleared funds is not received by the due date by PRL Group any pending rebates in respect of the Products despatched will not be paid until the debt is cleared.
4.3 If any payment is overdue PRL on behalf of GSK may stop delivery of Products to the Customer and payment shall become immediately due for all Products already supplied. No further orders will be accepted until the overdue amount has been received and credit facilities reinstated.
4.4 If the Customer does not observe the agreed due dates of payment the Customer shall without formal notice be liable to pay interest on overdue amounts from the due date in accordance with current EU directives. Payment of such interest does not release the Customer from its obligation to make payments on the agreed dates.
4.5 The Customer shall not make any set off against the sum due or raise any contra or counter claim in diminution of the sums due but must pay the purchase price and other charges on the date or dates agreed.
4.6 The Customer shall notify PRL immediately in writing of any error on an invoice issued by PRL of behalf GSK.
5. CARRIAGE AND DELIVERY
5.1 All prices quoted by GSK are inclusive of carriage unless otherwise specified by GSK in advance of delivery.
5.2 Any date given for delivery is an estimate only and GSK will not be liable for any delay in delivery nor shall delay entitle the Customer to reject Product unless such delay exceeds 30 days from the date given by GSK and such delay does not arise as a result of the Customer’s fault.
5.3 GSK will not be liable for claims for shortfall in delivery of Products (including but not limited to any claim for credit) unless the Customer notifies GSK in writing of the shortfall as soon as reasonably possible, and in any event within 3 days of delivery.
5.4 GSK will not be liable for claims for damage to Product delivered (including but not limited to any claim for credit or return) unless the Customer notifies GSK in writing of the damage as soon as reasonably possible, and in any event within 10 days of delivery. In addition, where damage is apparent upon inspection of the outer-packaging, GSK will not be liable for claims for damage to Product delivered unless the Customer has notified the carrier at the time of delivery and the damage is noted on the delivery docket when the Customer signs for the Products. The complete packaging should be retained if pilfering is suspected or if breakage has occurred. If pilfering is suspected, GSK should be notified immediately.
5.5 In the event of non-arrival of goods, the Customer must inform GSK within 3 days of the date of the invoice or advice of dispatch (whichever is the earlier), otherwise GSK shall have no liability for such claims.
The Products shall be at the risk of GSK until delivery to the Customer’s premises or to any point of delivery nominated by the Customer. Thereafter risk in the Products shall pass to the Customer.
7.1 Notwithstanding that the risk in the Products supplied by GSK may pass to the Customer, ownership of the Products shall be retained by GSK until the earlier of:
(a) Receipt of payment of the price for Product delivered in full and in cleared funds by GSK; and
(b) Resale or dispensing against prescription of the Products by the Customer.
7.2 If the Customer is in breach of any of these Conditions or if the Customer shall become bankrupt or enter into liquidation whether compulsorily or voluntarily (except for the purpose of amalgamation or reconstruction) or make any arrangement, scheme or composition with its creditors, or if a trustee, receiver, administration receiver, provisional liquidator or other similar officer is appointed in respect of all or any part of the business or assets of the Customer, GSK shall have the right at any time to repossess the whole or any part of the Products in respect of which ownership remains with GSK and for the purpose to enter on to premises occupied by the Customer or under the Customer’s control. Exercise of this right shall be without prejudice to any other rights GSK may have. In addition, the price of Products delivered and invoiced shall become immediately due and payable. GSK may cancel any uncompleted order and withhold or suspend delivery of further Products and withhold any pending discounts or rebates.
7.3 Whilst ownership of the Products remains with GSK, the Customer shall ensure that the Products are stored correctly and so that they may be clearly identified from their respective batch numbers and as GSK’s property.
8. RETURNED PRODUCTS
8.1 GSK shall be under no obligation to accept the return of any of the Products ordered by the Customer except in the event of notification by the Customer under Condition 5 above, and subject to these Conditions.
8.2 Products may only be returned with prior authorisation from GSK. When requesting permission to return the Product, the Customer should provide to GSK in writing details of the Product (name and presentation), expiry date, quantity, batch number and reason for requesting return.
Returned Products must be in whole original packs supplied by GSK. Products should be returned within three days of receipt, subject to Condition 8.3.
8.3 Return of Products requiring temperature controlled storage will be accepted to correct a delivery error only. Such Products must be returned no later than the next working day following delivery and must have been stored correctly whilst on the Customer’s premises. GSK reserves the right to require evidence that the Products have been stored correctly whilst on the Customer’s premises before considering any return.
8.4 Products will not be accepted for return if they have been relabelled or if any tamper-evident seals have been broken.
8.5 Where GSK has authorised the return of Products, GSK will arrange for the return to be collected from the customer.
8.6. GSK has no obligation to accept any return of Products relating to an error in the Customer’s order.
9. RECALL OF PRODUCTS
GSK may, at any time in its absolute discretion, institute a recall of Products supplied to the Customer. Any such request for recall in the first instance maybe made verbally, but will be confirmed in writing. The cost of collection of any of the Products subject to recall will be borne by GSK. The procedures to be adopted by the Customer in the event of a recall shall be notified from time to time in writing by GSK to the Customer.
10. PRODUCT COMPLAINTS
In the case of a product complaint, the Customer should notify the GSK Customer Service (1800 495000) and provide a full description of the nature of the complaint and the batch number(s) of the Product(s) concerned.
11. FORCE MAJEURE
GSK shall not be liable for any loss or damage arising in connection with any cause that is beyond GSK’s control, including but not limited to Acts of God, civil disturbances, 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 even occur GSK may cancel or suspend any deliveries.
The Customer shall not sell the Products supplied by GSK outside the European Economic Area. Furthermore, the Customer shall impose on all customers to whom it sells the Products terms identical to those imposed upon the Customer under this Condition.
13. CREDIT RESTRICTIONS
Notwithstanding anything to the contrary agreed by GSK, GSK reserves the right at any time to review any credit extended to any Customer. In the event that any order received from any Customer is likely to exceed the credit limit as may be decided upon by GSK, GSK shall have the right at its discretion to refuse to supply all Products requested or to supply only such portion thereof as shall keep the Customer below its credit limit.
The construction, validity and performance of these conditions of sale shall be governed by the laws of the Republic of Ireland and any claim or dispute arising there from shall be subject to the jurisdiction of, and be determined by, the Courts of the Republic of Ireland.