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    Pluserix Supply Agreement0001

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    1. Smith Kline & French (SKF) agreed to supply 1.4 million doses of the Plusetix vaccine (measles, mumps, rubella) to the National Health Service (NHS) over two years from August 1988 to March 1990. 2. The vaccine was to be supplied in monthly installments, with 500,000 doses by September 1989 and the remaining 600,000 doses by March 1990. 3. Risk and property of the vaccine passed from SKF to the NHS upon delivery to the nominated distributor, Farillon Limited. SKF would invoice the distributor, who would pay on behalf of the NHS.

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    © All Rights Reserved
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    Pluserix Supply Agreement0001

    Uploaded by

    api-246003035
    1K views8 pages
    1. Smith Kline & French (SKF) agreed to supply 1.4 million doses of the Plusetix vaccine (measles, mumps, rubella) to the National Health Service (NHS) over two years from August 1988 to March 1990. 2. The vaccine was to be supplied in monthly installments, with 500,000 doses by September 1989 and the remaining 600,000 doses by March 1990. 3. Risk and property of the vaccine passed from SKF to the NHS upon delivery to the nominated distributor, Farillon Limited. SKF would invoice the distributor, who would pay on behalf of the NHS.

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    1. Smith Kline & French (SKF) agreed to supply 1.4 million doses of the Plusetix vaccine (measles, mumps, rubella) to the National Health Service (NHS) over two years from August 1988 to March 1990. 2. The vaccine was to be supplied in monthly installments, with 500,000 doses by September 1989 and the remaining 600,000 doses by March 1990. 3. Risk and property of the vaccine passed from SKF to the NHS upon delivery to the nominated distributor, Farillon Limited. SKF would invoice the distributor, who would pay on behalf of the NHS.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    1K views8 pages

    Pluserix Supply Agreement0001

    Uploaded by

    api-246003035
    1. Smith Kline & French (SKF) agreed to supply 1.4 million doses of the Plusetix vaccine (measles, mumps, rubella) to the National Health Service (NHS) over two years from August 1988 to March 1990. 2. The vaccine was to be supplied in monthly installments, with 500,000 doses by September 1989 and the remaining 600,000 doses by March 1990. 3. Risk and property of the vaccine passed from SKF to the NHS upon delivery to the nominated distributor, Farillon Limited. SKF would invoice the distributor, who would pay on behalf of the NHS.

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    of 8

    1

    SUPPLY AGREE~

    THIS

    AGREEMENT

    is made

    or~rc\

    the

    day

    Au~

    of

    1988

    BETWEEN

    1.

    SMITH

    I<LINE .~ FRENCH

    company

    r@gi5t~red

    number

    Mundells9

    2.

    THE

    Welwyn

    NATIONAL

    acting

    by

    limited

    by

    'J
    "

    52207
    Gard@n

    and having
    City,

    North

    Supplies

    LIMITED

    incorporated

    SERVICE

    agent

    Street .London

    shares

    HEALTH

    its

    Authority,

    LABORATORIES

    under

    English

    its registered

    Hertfordshire;

    PROCUREMENT

    East

    -Division

    ("SK~(F") a private

    Thames

    law with

    office

    and.

    DIRECTORATE
    Regional

    1, Addisan

    at

    ("NHS")

    House

    Health
    32-43

    Chart

    NI.

    WHEREAS

    ~~'\
    "'."

    ..'"

    ~},

    (A)

    This Agreement's

    designated contra~t

    (Bl

    SK&Fhav@

    to supply

    onward

    ..",:-

    a9~eed
    sale

    and

    to United

    Kin9dom

    1,400,

    doses

    NHS

    refer@n~ei5
    have

    H@alth

    agreed

    NID0288.

    to purchase

    Authorities

    and

    for

    the

    At'med Forces

    Rubell~)
    value

    It;.

    v'~]'

    ~(::~,

    added

    the United

    ,',

    Q
    "

    vaccine

    campaign
    CC)

    The

    tax)
    .Ungdom

    which

    supply

    l)(lI)

    at a cost
    to NHS

    of

    "PI uset"i:<
    11

    of 3.80

    of as NHS

    oer
    shall

    (Measles,

    dose

    (exclusiv@

    require

    Measles', MLlmps and Rubella

    commences

    of vaccine

    on 3r.d

    gh~ll

    Gc

    trob

    be upon

    Mumps,
    of

    to facilitate
    vac c i n a t t on

    e r- 1988.

    the

    terms

    of this

    agreement.

    ~.

    '~~'
    f~~
    ...
    ....
    ;

    'i'.;"

    -,,--

    ------------

    -_ ..._-----

    ------_

    .....

    ---

    ---- - ~---.----.----.-----

    1.

    C.QNSTRUGTION

    1.1

    In this

    Agreement

    are unless
    clauses

    I
    I
    I
    I

    the context

    In this

    form

    cognate
    (a)

    unl~s5

    expressions

    of

    have

    have

    cognate

    to

    Agreement

    and

    the

    NHS

    to be the distributor

    distributor

    the

    the following

    meanings

    and

    already

    means

    the person

    of the Vaccine

    of this

    R\.lbellii\/

    Mumps,

    agreed

    SK&F

    Distributor'

    is Farillon

    (Measles,

    specifications

    NHS and

    between

    the date

    requires

    meanings:

    and

    'Nominated

    and

    schedules

    otherwise

    the Pluset~ix

    the

    time

    .i

    sh~ll

    the quality

    in writing
    (b)

    and

    references

    to this

    the context

    means

    Vaccine"

    vaccine

    requires

    and schedules

    expressions

    the

    recitals

    part of this Agreement.

    Agreement

    following

    to claus~s

    otherwise

    in or recitals

    schedules
    1.2

    reference

    Agreement

    Limited

    nominated

    from

    time

    by

    to

    the nominated

    of Ashton

    Road,

    Romford,

    Esse;;

    j
    .

    .\

    It-:..!..!

    the

    "PeriDd

    commenced

    of

    Agt~eement"

    this

    on 22nd

    August

    1990 or such othen


    terminated
    (d)

    the

    "NHS

    Conditions"

    contract

    1.~

    pursuant

    for
    1987

    to this

    Agreement.

    headings

    assisting

    a copy

    only

    and ending

    to the prOVIsions
    tT!Ean~ the

    l.jhich

    on 3rd

    March

    of which

    De

    hereof

    issued

    is s~t out

    Agreement

    and shall

    may

    NHS standc:wd conditions

    of goods

    are used in thi~

    reference

    tt1e pericd

    on whic~ this Agreement

    the purch~s~

    January

    Clause

    date

    1988

    means

    by

    in

    for

    not affect

    NHS

    th@

    on 5th

    schedule

    the purposes

    1.4

    This
    law.

    Agreement

    shall

    be governed

    in all

    of

    the construction

    hereof.

    of

    respects

    by

    English

    .iQ.~

    mJ-

    11
    I

    ..,.
    .:.-

    THE SALE

    Subject

    I
    I

    to the subsequent

    provi~ions of this Agr@ement

    ~9rees to sell and NHS agrees to buy

    SK~F

    1,400,000 doses of the

    V3ccine.

    3.

    SUPPLY

    Th~ Vaccine shall be suppli2d


    time to time.sgreed between

    in monthly

    instalments

    as from

    the parties within the following

    t imetab le:
    (a)

    at least S(It),OOI)

    doses will

    be supplied by 3t~d September

    1989 of which 500,000 will be supplied during the first


    three months of the Period of thi5

    rr~
    ~ .~J.

    such doses

    b2ing

    supplied

    Agreement

    (150,000 of

    in the w@@k commencing

    22nd

    : .. J

    August

    1988 and a further 150,000 doses by

    week commencing
    <b)

    the balance

    26th September

    the end of the

    1988)

    of 600,000 doses will be delivered by 3rd

    Mar~ch 1990.

    4.

    OI;;LIVERIES

    4.1

    Orders

    for the Delivery of quantities of the Vaccine will be

    placed

    by the Nominated

    b~ delivered

    Distributor on behalf of NHS and will

    to th~ address of the Nominated Distributor.

    the case of the initial two deliveries,


    be effected

    in accordance

    between

    pat't ies

    the

    however, delivery will

    with arr~ngements

    het'eto .

    In

    previously

    agreed

    r-,

    "The pt'clpet'ty

    the

    betwe~n
    the
    4.3

    same

    Each
    NHS

    I
    I

    of

    of the

    IN

    NHS

    may

    change

    any

    time

    and

    the

    identity

    from

    time

    by notice

    in writing

    without

    Health

    Authority

    the Vaccine

    reemE'f'l
    t_

    such

    orders

    during

    OF THIS

    last

    day

    of the

    such

    action

    of

    at

    this

    to supply

    will

    Forces

    wholesaler

    contemplated

    to SK&F

    been

    NHS

    Or the Armed

    ~ nominatmd

    to inferm
    has

    01 the

    kingdom

    the arrangEments
    submitted

    Dlstributor

    the Period

    the approval

    (Or through

    be entitled

    orders that

    of

    Nomi n at ed

    the

    the

    dose

    AGREEMENT

    the SCope of this Agreement


    sMall

    per

    to

    SK&F.

    of

    in tha Unit~d

    dirEct

    outside
    All

    be invoiced

    at a cost

    of the Nominated

    to time

    not

    undertake

    SK&F

    at

    DISTRIBUTOR

    SK~F

    and

    pass

    As

    invoice.

    Nt;JMINATED

    intermediary)

    "
    WI

    relevant

    TERMS

    outside

    will

    will

    of NHS on Or befare

    THE

    Ag

    NHS upon

    premises.

    risk

    delivered

    Distributor

    !JPPLY OUTSIDE

    with

    the Vaccine

    on behalf

    CH..6N,GE_

    any

    the

    A9reem~nt

    VAT> and payment wi 11 be lOade by

    (phIS

    Agreem@nt

    6.

    of

    the Nominated

    Distributor

    5.

    tQ

    Distributor's

    Nominated

    this

    wi 11 P't.s

    time.

    care

    month

    to

    Vaccinl?

    th\?

    tha

    to

    parties

    instalment

    E3.80

    of

    d05E.'S

    delivery

    phy~ical

    I
    I
    I

    l,n

    or

    in this

    for the Vaccine


    be forwarded

    those

    seeking

    taken.

    to NHS

    to place

    I
    I
    I

    '"...

    ./

    -,
    l

    "7. 1

    PE'.JIEWS
    A quarterly

    m~etinQ

    arrangements

    under

    and

    SK&F

    this

    throughout

    frequently
    j

    f~r

    during

    the Period

    reviews

    to matters

    of

    o~tside

    take

    be

    hereunder

    Authoritie~

    less

    all

    to terminate

    be

    than

    the

    this

    doses
    by

    latew

    be void

    NHS
    by

    in which

    the

    of thi

    to be
    in

    case:
    Vac c i rie- not

    of

    of ~uch
    date

    at the

    notice

    (or at

    r:::eas~ and

    5h~11

    and of no effect

    cost

    (excluding

    storage)

    of Vaccine
    at

    the Nominated

    14 days

    the Effective

    Date

    Distributor's

    warehouse'

    tne right
    pay

    not

    be

    shall

    ---_ ...-._---

    which

    by NHS.

    later"

    thCln

    shall be ev
    within
    be

    is exercised.

    for any Vaccine

    held

    the

    of sale

    Date
    back

    --_._------

    to the

    Distributo~

    shall be entitled

    Effective

    come

    period

    notic~

    "Effective

    SK&F

    NHS

    and more

    control

    NHS to purchase

    (b)

    between

    and the

    physically

    . ------

    place

    NHS shall

    delivery

    entitled

    (a)

    SL\ch

    the

    this Agreem~nt

    its reasonable

    antiCipated
    agreement

    ~ill

    or otherwise

    ment~ of Health

    reQuir

    A9reem~nt

    of reviewlng

    if necessary.
    such

    due

    the purpose

    is

    7.2

    After

    800,000

    the end of

    the

    (which~yer

    comes

    ~eviewed

    I
    I
    I

    by

    of

    first

    the

    sooner)

    SK&F

    and

    the

    as a result

    for

    variation

    such

    from

    Not~ithstanding
    be entitled
    Agreement

    anything
    th~

    affect

    the obligations

    .but

    1n

    delivery
    hereto

    other.

    delivery

    respect

    of any

    to buy

    this A9~eement

    of Sk&F
    during
    doses

    the

    and sell

    the six

    resp~ctlve
    shall

    of

    variation

    substantial

    either

    party

    of the Period
    by

    such

    to sell

    of the

    or

    600,000 doses.

    six months

    of

    be

    of doses

    volume

    contained,

    The effect

    for

    th~reafter

    agreed

    will

    reduction

    balance

    is to say any

    herein

    first

    to terminate

    to the

    to price

    or at

    Agreement

    of this Agre~ment

    a vi~w

    that

    delivered

    of this

    of any subst~ntial

    balance,

    notice

    scheduled

    been

    of the undsliver~d

    the initi~lly

    after

    have

    the terms

    NHS with

    in resp~ct

    Vaccine

    Vaccin~

    year of th~ Period

    advancement

    forec~st

    7.3

    doses

    six months'
    notice

    shall

    and of NHS
    months'

    Vaccine

    be terminated

    and

    of this
    written
    not

    to buy

    notice

    scMeduled

    obligations

    shall

    doses

    period
    for

    of ths p~rties
    o~ no effect.

    ---~~------------------

    I.
    s.

    SUF'PL Y

    F'; I LURE_ iO

    If SK~F

    for

    accordance
    NHS

    whateve~
    with

    shall

    additional

    costs

    obt.ail'1ing

    by

    Vaccine
    to

    it

    to this

    pursuant
    purChased

    INDEMNITY

    TO

    adjust

    from

    suffer

    Nominated
    nOn

    sMall
    have

    have
    the

    provided
    lo~s
    and
    ...,
    ~~
    ~;.~.,

    that

    of

    the

    all

    ~S a result

    of

    NHS shall

    to

    be purch~5ed

    the number

    of

    source.

    under
    right

    to

    that

    which

    where

    of

    any

    litigation

    tMat

    shall

    the

    is reasonably

    act

    SK&F

    Distributor's

    5hall

    immediately
    giving

    of this clause.
    negotiations
    to which

    have

    such

    a duty

    giving

    indemnity
    forseeable

    NHS

    and shall
    claim

    relates

    to mitigate

    rise

    shall

    or

    or omission

    or any circum$tance~

    conduct

    SK&F

    the

    the p~rformance
    such

    th~t

    SK&F

    which
    of

    the Nominated

    the circumstances

    further

    with

    the Dro~isions

    further
    form

    it has

    10s5

    act or omission

    NHS provided

    of any

    provided
    loss

    of

    th~ s~ope

    conduct

    arising

    of any

    in connection

    any claim

    to a claim

    rise

    of

    an

    against

    by NHS

    .any proven

    of this Agreement

    as agent

    NHS

    NHS

    to reflect

    SK&F against

    to be within

    notify

    from

    of doses

    the number

    the alternative

    Distributor

    authority

    or vaccines

    the l.ltet~nativesource.

    Agreement

    as a result

    performance

    appears

    incurred

    it may have be

    rights

    indgmnify

    at the same

    SK~E

    NHS shl.ll in~emnity


    sh.ll

    In

    fo~ the supply

    6r a vaccine

    shall

    from

    Vaccin~

    to the Vaccine

    and expen5es

    be entitled

    doses

    9.

    the

    SK&F

    supply

    to any other

    fUnctions

    source.

    not

    schedule

    the Vaccine

    similar

    alternative

    does

    prejudice

    to obtain

    performing

    also

    the Agreed

    without

    entitled

    reason

    to such

    extend

    at the date

    its
    claim

    only
    of

    to

    this

    --_

    ..-

    .._--.-

    ---

    lO.

    I
    I
    I
    I

    NHS STANC~RD

    CONDITI91'J~"i

    Save

    as the 5ame

    of

    insofar

    this

    are

    incorporated

    supply

    fOt-Egoing)

    For

    ...

    and

    are

    the parties

    of the

    day

    and

    behalf

    KLINE

    LABORATORIES

    and

    h~reto

    Conditions

    and shall ~pply

    in this

    prejudice

    terms

    the provisions

    the NHS

    ~s otherwiSE

    included

    (but witMout

    with

    the schedule)

    save

    agreed

    Agreement

    to the
    in writing
    including

    to the generality

    conditions

    have

    of sale

    caused

    of the
    of SI<~(F.

    this Agreement

    year first above written

    Agreed

    and Accepted

    and an

    SMITH

    S~

    inconsi5tent

    this A9~eement

    the standar-d

    WHEREOF

    executed

    Agreed

    into

    conditions

    in particular

    be

    (excluding

    of the Vaccin~

    no othE~

    IN WITNESS

    f ..
    ~ .:l

    Agreement

    are

    For

    of

    and Accept~d

    and on behalf

    NATIONAL

    ~ FRENCH

    HEALTH

    of

    SERVICE

    LIMITEP~~Y

    f.1
    iiJ

    Signatur'!?:
    Po5ition:

    I
    I

    .... ~?j~(~~ ....

    Schedule
    The

    NHS

    (attached)
    Conditions

    to

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