Terms and Conditions of Purchase 2009
In these Conditions, except where a different interpretation is necessary in the context, the parties shall be referred to in the manner set out below and the following expressions shall have the following meanings:
means Generics UK Limited trading as MYLAN.
means the terms and conditions of purchase set out in this document together with any special terms and conditions agreed in writing between MYLAN and the Supplier.
means the Order and the Conditions and any Drawings or other documents which are attached or referred to in the Order or which relate to the Goods ordered.
means the goods or any of them described in the Order including any materials, articles, plant, equipment, products or services or any of them to be supplied to MYLAN pursuant to the Contract.
the requirements of MYLAN issued by MYLAN to the Supplier on the official purchase order form of MYLAN to which these Conditions are annexed or otherwise issued by MYLAN in writing to the Supplier;
the person, firm or company to whom the Order is addressed
- The Supplier warrants, represents and undertakes to MYLAN that the Goods
delivered or supplied:
- will comply with the Contract and/or any specifications issued in connection
therewith in quantity, quality and description for the Supplier's guarantee
period whichever is the longer;
- will be of satisfactory quality and fit for any purpose for which they are
supplied and held out by the Supplier and for which they are commonly used;
- will be free from defects in design, material and workmanship;
- will conform with all relevant legal and statutory requirements including,
but without limitation, the Trades Descriptions Act 1968, the Health and Safety
at Work Act 1974, the Consumer Safety Act 1978, the Sale and Supply of Goods Act
1994, the Weights and Measures Act 1985, the Consumer Protection Act 1987 and
any amendments, modifications, re-enactments and regulations made under any of
- will be in accordance with the latest current issue of any relevant British
Standards, Specifications and Codes of Practice, as at the date of the Order and
of delivery or supply unless agreed otherwise in writing.
The warranties set out in this Condition 5.1 will
continue in force notwithstanding the acceptance or use by the Company of the
- Without prejudice to any other remedy, if any Goods are not supplied in
accordance with the Contract then MYLAN is entitled:
- to require the Supplier to supply replacement Goods in accordance with the
Contract within 7 days; or
- at MYLAN's sole option, and whether or not MYLAN has previously required the
Supplier to supply any replacement Goods, to treat the Contract as discharged by
the Supplier's breach and require the repayment of any part of the price which
has been paid and any sums due pursuant to Condition 5.3.
- The Supplier must indemnify MYLAN in full against
all direct, indirect or consequential liability, loss, (including loss of
profits or business) damages, costs and expenses (including legal expenses)
awarded against or incurred or paid by MYLAN as a result or in connection with:
- a breach of any warranty given by the Supplier in relation to the Goods or
warranty or term of the Contract;
- any claim that the Goods or their importation, use or resale, infringes the
patent, copyright, design right, trade mark or other intellectual property
rights of any other person;
- any claim arising from injury to person (except where solely caused by
MYLAN's negligence) or damage to property arising from the use of the Goods or
the fulfilment of the Contract or sustained by the Supplier, its employees or
agents while on MYLAN's premises.
- The Company's rights under these Conditions are in
addition to the statutory conditions implied in favour of MYLAN by the Sale of
Goods Act 1979.
12. Governing Law and Jurisdiction
The Contract is governed by and is to be construed in accordance with English law. The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute, which may arise out of or in connection with the Contract.