AstraZeneca General Conditions of Contract

AstraZeneca General Conditions of Contract – UK

Standard Terms and Conditions for the Purchase of Goods and Services

(“Conditions”)

1. INTERPRETATION

1.1 In these Conditions the following words have the following

meanings:

“Applicable Law” means any law and any rule, policy, guidance or

recommendation issued by any governmental, statutory or

regulatory body and any industry code of conduct or guideline, in

each case which relates to the subject matter of these Conditions

and/or AZ’s business or the business of any Affiliates and which is

in force from time to time;

“Adverse Event” or “AE” means the development of any

untoward medical occurrence (including minor occurrences) in a

subject or clinical study subject which does not have a causal

relationship with the treatment or medicinal product which may

include any unfavourable and unintended sign (e.g. an abnormal

laboratory finding), symptom (for example nausea, chest pain), or

disease temporally associated with the use of a medicinal product,

whether or not considered related to the medicinal product;

“Affiliate” means the holding company of a Party, any subsidiary

of a Party, and any other subsidiary of a Party’s holding company

and, in the case of AZ, includes Alexion Pharmaceuticals, Inc. and

its subsidiaries;

“AZ” means AstraZeneca UK Limited or the AstraZeneca Affiliate

purchasing Goods and/or acquiring Services from Seller;

“Business Day” a day that is not a national, public or bank holiday

or a day which is not free from work in England and Wales or the

country in which the relevant AZ Affiliate is based;

“Confidential Information” means any information (in any form)

that is disclosed by Discloser to Recipient at any time and that

relates to Discloser or any Affiliate of Discloser and which is either

specified to be confidential information or which, by its nature,

should be reasonably assumed to be confidential including

personal data, business information, customer information,

technical or commercial know-how, specifications, inventions,

processes or initiatives, technology and security information, and

the terms of or subject matter of the Contract or any discussions

or documents in relation to it;

“Contract” means the contract between AZ and Seller comprising:

(i) the Purchase Order, (ii) these Conditions, and (iii) any other

documents specified in these Conditions or the Purchase Order as

forming part of the Purchase Order. In the event of conflict, these

Conditions shall take precedence;

“Electronic Transaction Program” means AZ’s electronic

transaction program for Purchase Orders, invoices and credit

notes as amended from time to time and as further detailed at

https://www.astrazeneca.com/az-suppliers.html

;

“Goods” means any goods to be purchased by AZ from Seller as

set out in a Purchase Order;

“Intellectual Property Rights” means all intellectual and industrial

property rights of any kind whatsoever including patents,

supplementary protection certificates, rights in know-how,

registered trade marks, registered designs, utility models,

unregistered design rights, unregistered trade marks, rights to

prevent passing off or unfair competition and copyright (whether

in drawings, plans, specifications, designs and computer software

or otherwise), database rights, topography rights, any rights in any

invention, discovery or process, and applications for and rights to

apply for any of the foregoing, in each case in the United Kingdom

and all other countries in the world and together with all renewals,

extensions, continuations, divisions, reissues, re-examinations

and substitutions;

“Liability” means liability arising out of or in connection with these

Conditions, whether in contract, tort (including negligence),

misrepresentation, restitution, under statute or otherwise,

including any liability arising from a breach of, or a failure to

perform or defect or delay in performance of, any of a Party’s

obligations under these Conditions, in each case howsoever

caused;

“Parties” means AZ and Seller and “Party” will mean one of them;

“Person” means an individual, sole proprietorship, partnership,

limited partnership, limited liability partnership, corporation,

limited liability company, business trust, joint stock company,

trust, incorporated association, joint venture or similar entity or

organization, including a government or political subdivision,

department or agency of a government;

“Purchase Order” or “PO” means a Purchase Order with a unique

number issued by AZ;

“Seller” means the Person, firm or company named as the seller

in the Purchase Order;

“Services” means the services to be provided by Seller to AZ under

the terms of the Contract;

“Specification” means the written technical or other

requirements (if any) for the Goods and/or Services referred to in

the Purchase Order;

“Sustainability”

means commitment to (i) supporting AZ in

working towards a future where all people have access to

affordable, sustainable healthcare for life-changing treatment and

prevention; (ii) taking climate action to reduce greenhouse gas

emissions in line with the science to limit global warming to

<1.5 ͦC, ensuring business operations remain resilient to the

physical and transitional impacts posed by climate change,

working to enhance the quality of the environment, avoiding the

long-term depletion of natural resources, preventing pollution of

the environment, including air, water and land, working towards

a restorative approach by becoming more circular in the use of the

planet's finite natural resources and supporting greater

biodiversity; and (iii) protecting the health, safety, human rights

and welfare of its customers, employees, local communities and

partners, creating a positive societal impact and demonstrating

ethical behaviour beyond its activities by promoting ethical,

transparent, and inclusive policies; and

“Waste” means waste material in connection with manufacture,

supply or handling of the Goods and any material carrying AZ’s

name, insignia, symbol, trade mark, trade name, logotype or

similar.

1.2 In these Conditions references to any statute or statutory

provision will be construed as a reference to that statute or

provision as from time to time amended, consolidated, modified,

extended, re-enacted or replaced, and references to the singular

include the plural and vice versa as the context admits or requires.

1.3 If the Parties have entered into a separate master services (or

statement of work under a master services agreement) which is in

full force and effect in relation to the Goods or Services, the terms

of that master services agreement will apply and will take

precedence over these Conditions.

1.4 Any words following the words “include”, “includes”,

“including”, “in particular” or any similar words or expressions will

be construed without limitation and accordingly will not limit the

meaning of the words preceding them.

2. APPLICATION OF TERMS

2.1 These Conditions will govern the Contract to the entire

exclusion of Seller’s terms or conditions. No terms or conditions

endorsed upon, delivered with or contained in Seller's quotation,

acknowledgement or acceptance of a Purchase Order,

specification or similar document (whether or not such document

is referred to in the Contract) and any terms and conditions which

may otherwise be implied by trade, custom, practice or course of

dealing will form part of the Contract and Seller waives any right

which it otherwise might have to rely on such terms and

conditions.

2.2 These Conditions apply to all Goods and/or Services which AZ

purchases and any variation to these Conditions will have no

effect unless expressly agreed in writing and signed by a duly

authorised AZ representative.

2.3 AZ’s rights under these Conditions are in addition to the

statutory terms implied by the UK Sale of Goods Act 1979, the

Supply of Goods & Services Act 1982 and the Sale and Supply of

Goods Act 1994.

3. ACCEPTANCE

3.1 The Contract for the supply of Goods and/or Services to AZ will

be formed when AZ issues the Purchase Order to Seller.

3.2 AZ may, by giving written notice to that effect to the Seller at

least seven (7) days before the delivery date set out in the

Purchase Order, vary the quantity or type of the Goods and/or

Services ordered, the delivery date or address or the Specification.

4. QUALITY AND DESCRIPTION OF GOODS AND SERVICES

4.1 Seller represents, warrants and undertakes to AZ that the

Goods and/or Services, (including without limitation their

packaging and labelling) will:

4.1.1 conform as to quantity, quality and description with the

particulars stated in the Contract;

4.1.2 be of satisfactory quality and of sound materials and free

from defects in design, materials and workmanship;

4.1.3 meet the Purchase Order and the Specification in all

respects;

4.1.4 be capable of any standard of performance specified in the

Contract; and

4.1.5 be fit for any purpose indicated in the Contract or held out

by Seller or made known to Seller (either expressly or by

implication) and in this respect AZ relies on Seller’s skill and

judgement.

4.2 Without prejudice to any other rights or remedies of AZ

(whether express or implied), if any Goods and/or Services fail to

comply with this Condition 4, AZ will (whether or not the Goods

and/or Services have been accepted) have any one or more of the

remedies listed in Condition 14 (Remedies).

4.3 Seller represents, warrants, and undertakes to AZ that the

Services will be performed:

4.3.1 by appropriately qualified and trained personnel with all due

care and diligence and to the highest standard of quality prevailing

in the industry at the time of performance; and

4.3.2 in a safe manner which is free from any unreasonable or

avoidable risk to any person’s health and well-being and in an

economic and efficient manner.

4.4 If any key personnel identified by Seller become unavailable

for whatever reason, Seller undertakes to procure replacement

key personnel to perform the Services to the same or higher

standard immediately.

4.5 Seller represents, warrants and undertakes that it will not

directly or indirectly be involved in any illegal trade or

counterfeiting activities and will have adequate controls in place

to prevent any such trade or activity.

4.6 Seller will ensure storage and handling of Waste in a manner

which prevents unauthorised access and possible misuse and shall

maintain adequate controls for proper disposal of Waste.

4.7 Seller will not disclose AZ’s pack security features or anti-

counterfeit measures to any third party including to its suppliers

and any authorised sub-contractors without AZ’s prior written

approval and any disclosure will be in the manner directed by AZ.

Seller will, within twenty-four (24) hours from discovery, report

any incident of breach of security relating to the Goods and/or

Services which could adversely impact AZ’s reputation or

compromises integrity of the Goods and/or Services. Any breach

of this Condition will be deemed a material breach of the Contract.

4.8 Seller represents, warrants and undertakes that the

manufacture and sale of any Goods and/or provision of Services

complies with Applicable Laws of the country(ies) of origin and

destination, including those relating to manufacture, labelling,

sale, transportation, importation, exportation and licensing.

5. EXPECTATIONS OF THIRD PARTIES

5.1 Seller represents, warrants and undertakes that it:

5.1.1 will (and will procure that its Affiliates, subcontractors,

consultants, agents and employees engaged in the performing

Seller’s obligations under the Contract) perform the Contract and

operate its business in compliance with all Applicable Laws and

to ethical standards that are consistent with AZ’s Global

Standard: Expectations of Third Parties, a copy of which can be

found at:

https://www.astrazeneca.com/content/dam/az/PDF/Sustainabili

ty/Expectations-of-Third-Parties.pdf, as amended from time to

time (“Supplier Expectations”), including the principles in section

headed “Ethics” entitled “Anti-Bribery and Anti-Corruption” and

the section headed “Human Rights and Labour”;

5.1.2 has read and received and will perform the Contract and

operate its business in compliance with AZ’s Code of Ethics, which

can be found on www.astrazeneca.com

or by clicking the

“Resources” tab on

https://www.astrazeneca.com/sustainability.html, (“Code of

Ethics”);

5.1.3 will take a proactive role and, wherever possible, act

innovatively to improve its performance in terms of Sustainability

and compliance with Supplier Expectations;

5.1.4 shall on request and at its own cost provide AZ with a current

valid environmental, social and governance (“ESG”) rating report

provided by a globally recognised external organisation (e.g.

EcoVadis or equivalent). Where Seller’s ESG rating is below 45 on

EcoVadis or equivalent, then Seller will undertake, at its own

expense all reasonable measures for improvement. If AZ requires,

Key Performance Indicators (KPIs) and targets shall be set up to

help scale up positive changes and time-bounded improvements

in-line with AZ’s global sustainability commitments;

5.1.5 will work towards setting Sustainability goals, publicly

reporting its environmental actions to CDP Climate

(www.cdp.net

), committing to setting targets through the Science

Based Targets initiative (SBTi), and engaging its own sub-

contractors to adopt Sustainability practices;

5.1.6 will, to the extent permitted by Applicable Law, provide

diversity data on Seller’s organisation and maximise inclusion of

small and diverse‑owned businesses where opportunities exist,

including, for example, those owned by minorities or any others

who are socially disadvantaged;

5.1.7 will work transparently and disclose Sustainability-related

information to enable AZ to fulfil reporting requirements under

relevant laws and to demonstrate that Seller will enable AZ to

deliver its Sustainability goals and targets as set out in

https://www.astrazeneca.com/sustainability.html

;

5.1.8 will not take any action that will cause AZ to be in breach of

any Applicable Laws for the prevention of fraud, bribery and

corruption, racketeering, money laundering, terrorism, product

security or product safety, including the US Foreign Corrupt

Practices Act and the UK Bribery Act (or equivalent in another

applicable jurisdiction);

5.1.9 will not offer, pay, request or accept any bribe, inducement,

kickback or facilitation payment, and will not make or cause

another to make any offer or payment to any individual or entity

for the purpose of influencing a decision for the benefit of AZ;

5.1.10 will not take any action that will cause AZ to be in breach of

any Applicable Laws related to modern slavery and human

trafficking or other labour rights; and

5.1.11 will not make or cause another to make any offer or

payment to any individual or entity for the purpose of securing or

facilitating forced labour or any other form of modern slavery and

human trafficking.

5.2 Without prejudice to AZ’s other rights and remedies, any

breach of Condition 5.1 will be a material breach of the Contract

that cannot be remedied and AZ will be entitled to terminate the

Contract in accordance with Condition 13 (Termination).

5.3 Audit Rights. Upon AZ’s reasonable request, Seller will allow

AZ or a designated third party to audit Seller’s or its affiliated

companies’ premises, sites and records to verify Seller’s

performance and processes in relation to the maintenance of

appropriate ethical standards, and compliance with the

requirements of this Contract including this Condition 5

(Expectations of Third Parties) and Condition 18 (Compliance

Training). Where AZ requires the audit to be undertaken by a

designated third party, Seller will arrange for the audit to take

place and pay the fees of the designated third party for such audit.

Any audit report generated will be the property of Seller, provided

that AZ will be entitled to review such audit report and all

supporting documents.

5.4 Trade Controls. Seller represents, warrants and undertakes

that it is not on any applicable official national or international

sanctioned party lists and that performance of the Contract will

not violate applicable embargo regulations. AZ has the right, at

AZ’s sole expense, to conduct screening checks of Seller, including

verification of Seller’s identity, including full name, country

location and address, against official national and international

sanctioned party lists and embargo regulations. If the screening

indicates that Seller is an international sanctioned party or is in

violation of embargo regulations, AZ may terminate the Contract

for breach as provided in Condition 13 (Termination) below.

6. INSPECTION AND TESTING

6.1 AZ may inspect and test the Goods and/or Services at any time

prior to delivery of the Goods and/or Services to AZ.

6.2 If the results of such inspection or testing cause AZ to

reasonably believe that the Goods and/or Services do not

conform, or are unlikely to conform, to any of the provisions of

the Contract, AZ will inform Seller and Seller will promptly take

such action as is necessary to ensure conformity (including an

obligation to provide replacement Goods and/or Services that

conform to the Contract) and, in addition, AZ will have the right to

require and participate in further testing and inspection.

6.3 Seller will remain fully responsible for the Goods and/or

Services and any such inspection or testing will not diminish or

otherwise affect Seller's obligations under the Contract.

7. INDEMNITY AND INSURANCE

7.1 Indemnity. Seller will indemnify AZ in full and on demand

against all actions, suits, liabilities, claims, demands, costs,

charges, damages, losses and expenses suffered or incurred by AZ,

or for which AZ may be liable to any third party, due to, arising

from or in connection with:

7.1.1 the negligent or wilful acts or omissions of Seller, its

employees, agents or contractors in supplying, delivering and

installing the Goods or performing the Services;

7.1.2 the breach of any Contract provision by Seller, its

employees, agents or sub-contractors;

7.1.3 any defect in the workmanship, materials or design of the

Goods or their packaging; and

7.1.4 any infringement or alleged infringement of Intellectual

Property Rights for or relating to the Goods or the Services unless

such infringement has occurred directly as a result of any fraud or

negligence by AZ.

7.2 Insurance. Subject to any provision requiring specific

insurance to be taken out in the Purchase Order, Seller shall

maintain at its own expense appropriate insurance coverage with

limits typical to its industry, to mitigate the liability of Seller under

the Contract.

8. DELIVERY/PERFORMANCE

8.1 The Goods will be marked in accordance with AZ’s instructions

and any Applicable Laws and will be properly packed and secured

in such a manner as to reach their destination in good condition

under normal conditions of transport having regard to the nature

of the Goods and other relevant circumstances. Seller will off-

load the Goods as directed by AZ.

8.2 The Goods will be delivered or the Services performed by

Seller at the time or within the period specified in the Contract or,

if no such date is specified, delivery/performance will take place

within twenty-eight (28) days of the date of the Purchase Order.

8.3 The Goods will be delivered (DAP) Delivered at Place Incoterms

2020, at such place or point as AZ specifies, unless AZ specifies an

alternative Incoterm in the PO. Delivery of the Goods will occur

when they have been off-loaded at the delivery address. To the

extent only of any inconsistency between DAP Incoterms 2020

and these Conditions, these Conditions will take precedence.

8.4 Seller will invoice AZ following delivery of the Goods to AZ in

accordance with Conditions 8.1, 8.2 and 8.3.

8.5 Seller will ensure that each delivery is accompanied by a

prominently displayed delivery note which includes, the Purchase

Order number, date of order, number of packages and contents

and, in the case of part delivery, the outstanding balance

remaining to be delivered.

8.6 Time for delivery of the Goods and performance of the

Services will be of the essence of the Contract.

8.7 Unless otherwise stipulated by AZ in the Purchase Order,

deliveries will only be accepted by AZ during normal business

hours in the place where the Goods are being delivered and/or

the Services are being performed.

8.8 If the Goods are not delivered or the Services are not

performed on time in accordance with Condition 8.2 then,

without prejudice to any other rights which it may have, AZ

reserves the right to:

8.8.1 terminate the Contract immediately in whole or in part by

giving written notice to that effect to Seller in which case, Seller

will refund any monies already paid by AZ under the Contract in

relation to the Goods and/or Services that have not been

delivered and/or performed;

8.8.2 refuse to accept any subsequent delivery of the Goods or

performance of the Services which Seller attempts to make;

8.8.3 recover from Seller any and all liabilities, losses, damages,

costs and expenses incurred by AZ as a result of Seller’s failure to

supply Goods and/or Services, including in obtaining substitute

goods and/or services from another supplier; and

8.8.4 cancel any subsequent Purchase Orders without liability.

8.9 If Seller requires AZ to return any packaging material to Seller,

that fact must be clearly stated on any delivery note and any such

packaging material will only be returned at Seller’s cost.

8.10 Where AZ agrees in writing to accept delivery by instalments,

the Contract will be construed as a single contract in respect of

each instalment. Failure by Seller to deliver any one instalment

will entitle AZ at its option to treat the whole Contract as

repudiated.

8.11 If Goods are delivered to AZ in excess of the quantities

ordered, AZ will not be bound to pay for the excess which will be

and will remain at Seller's risk and will be returnable at Seller's

cost.

9. RISK/PROPERTY

The Goods will remain at Seller’s risk until delivery to AZ is

complete (including off-loading and stacking) when, without

prejudice to AZ’s rights of rejection under the Contract or by law,

ownership of and risk in the Goods will pass to AZ.

10. PRICE AND PAYMENT

10.1 The price of the Goods and/or Services will be stated in the

Purchase Order, and, unless AZ otherwise agrees in writing, will be

exclusive of value-added tax (“VAT”), but inclusive of all charges

for packaging, packing, carriage, insurance and delivery of the

Goods to AZ and any duties, taxes, imposts or levies.

10.2 AZ will pay the price of the Goods or for performance of

Services within sixty (60) days following receipt of the undisputed,

relevant invoice (which will include the Purchase Order number

and such other information as AZ may request), unless stated

otherwise in the Purchase Order. AZ will be obligated to pay only

the costs stated in the applicable Purchase Order and will in no

way be considered liable for the costs of other goods or services

unless agreed upon by the Parties in writing.

10.3 Electronic Transactions.

10.3.1 Seller will participate in, and submit all invoices and any

corresponding credit notes through, AZ’s Electronic Transaction

Program in order to ensure timely payment of invoices. AZ will

indicate the Electronic Transaction Program applicable to each

invoice and only valid invoices or credit notes submitted through

such Electronic Transaction Program will be considered received

by AZ. Participation includes the preparation and regular

maintenance of electronic catalogs to support a high-quality

ordering process, electronic transmission of Purchase Orders, and

will allow Seller to create and submit invoices and/or credit notes

electronically. Seller will provide the required data and designate

a representative to assist in ensuring implementation and

maintenance of the of the Electronic Transaction Program.

10.3.2 Seller acknowledges and agrees that the following will

apply to all payments made under these Conditions and any

Contract by AZ:

10.3.2.1 Each invoice or credit note must: (i) comply with

Applicable Law, the European standard and any of the syntaxes

published in Commission Implementing Decision (EU) 2017/1870;

(ii) document the different goods and/or services within the

invoice; (iii) not duplicate a pre-existing invoice or credit note for

the relevant goods or services; (iv) contain full details of AZ’s or

the relevant AZ Affiliate’s legal name, address and indirect tax ID

number (if applicable); and (v) be raised by Seller in all

circumstances, unless AZ and Seller mutually agree in writing to a

self-invoicing scheme; and

10.3.2.2 Credit notes should be used to amend incorrect invoices

and should provide full details of the error being corrected and

the invoices affected.

AZ may reasonably reject any invoice or credit note that does not

meet the requirements set out in this condition 10.3.

10.4 AZ reserves the right to set off any amount owing at any time

from Seller to AZ against any amount payable by AZ to Seller under

the Contract.

10.5 AZ will pay any VAT subject to receipt of a valid VAT invoice.

10.6 If AZ fails to pay within fourteen (14) days after payment is

due and Seller has issued a written reminder to AZ, then Seller

shall be entitled to charge interest on the sum outstanding at an

amount equal to the lower of: (i) 200 basis points per annum

above the Bank of England’s base lending rate from time to time;

or (ii) the maximum rate permitted under Applicable Law, from

the due date until the date of payment. Interest will not be

charged on any disputed sums.

10.7 No payment made by AZ will constitute acceptance or

approval by AZ of the Goods or Services or otherwise prejudice

any rights or remedies which AZ may have against Seller including

the right to recover any amount overpaid or wrongfully paid to

Seller.

11. CONFIDENTIALITY

Each Party (the “Recipient”) will, during the Contract term, and

for five (5) years after termination or expiry of the Contract, keep

in strict confidence all Confidential Information disclosed by the

other Party (the “Discloser”) or its agents and any other

Confidential Information concerning the Discloser’s business or

products which the Recipient may obtain. The Recipient will

restrict disclosure of such Confidential Information to such of its

employees, agents or contractors as need to know the same for

the purpose of performing the Recipient’s obligations under these

Conditions and will ensure that such employees, agents or

contractors are subject to the same obligations of confidentiality

as set out in this Condition 11.

12. INTELLECTUAL PROPERTY

12.1 All materials, equipment, tools, dies, moulds and any

Intellectual Property Rights in all drawings, specifications,

materials and data supplied by AZ to Seller will at all times be and

remain AZ’s exclusive property but will be held by Seller in safe

custody at its own risk and maintained and kept in good condition

until returned to AZ and will not be licensed, transferred, assigned

or otherwise disposed of other than in accordance with AZ's

written instructions, nor will such items be used otherwise than

as authorised by AZ in writing. Such items will be returned to AZ

on demand.

12.2 AZ will own (and Seller will procure that AZ will receive) all

rights to any Intellectual Property Rights relating to any results,

designs, developments, ideas, discoveries or inventions designed,

developed, made, produced or originated by Seller or any of its

employees, agents or contractors whilst performing the

obligations set out in the Contract. Seller will retain ownership of

its background Intellectual Property Rights.

12.3 Seller will, at its own cost: (a) execute all such documents

and do all such acts and things as AZ may request from time to

time to secure AZ’s full right, title and interest in the Intellectual

Property Rights in the Goods and/or Services; and (b) procure the

irrevocable waiver of all moral rights (and any broadly equivalent

rights which may exist in any territory of the world) arising from

in any and all Intellectual Property Rights in the Goods.

12.4 Seller will comply with all copyrights in written material

including computer software belonging to AZ or any third party

and Seller will not make any unauthorised copies of such material

or software.

13. TERMINATION

13.1 AZ may at any time and for any reason terminate the

Contract, in whole or in part, by giving Seller written notice.

Immediately following termination of the Contract, all work on

the Contract will be discontinued and AZ will pay to Seller fair and

reasonable compensation for work-in-progress at the time of

termination but such compensation will not include loss of profits

(whether direct or indirect and whether actual or anticipated) or

any consequential loss.

13.2 AZ may, at any time by written notice to Seller, terminate the

Contract immediately if:

13.2.1 Seller commits a material breach of any of the terms and

conditions of the Contract and fails to remedy the breach (if

capable of remedy) within thirty (30) days of a notice from AZ

specifying the breach. Without limiting the previous sentence,

Seller agrees that any breach of Condition 5 (Expectations of Third

Parties) is a material breach of the Contract; or

13.2.2 Seller is or becomes subject to an insolvency or winding up

proceeding; or

13.2.3 Seller’s financial position deteriorates to such an extent

that (in AZ’s opinion) Seller is incapable of fulfilling its obligations

under the Contract.

13.3 Termination of the Contract, however arising, will be

without prejudice to the rights of AZ which have accrued prior to

termination. Terms or conditions set out in the Contract which

expressly or impliedly have effect after termination will continue

to be enforceable notwithstanding termination.

14. REMEDIES

14.1 Without prejudice to any other right or remedy which AZ may

have, if any Goods and/or Services are not supplied in accordance

with, or Seller fails to comply with, any of the terms of the

Contract, and whether or not any part of the Goods or Services

have been accepted by AZ, AZ may (at AZ’s entire discretion):

14.1.1 terminate the Contract (in whole or part) by giving

written notice to that effect to Seller; and/or

14.1.2 reject the Goods or Services (in whole or in part) and, in

the case of Goods, return them to Seller at Seller’s risk

and cost on the basis that a full refund for such Goods

(including the costs of returning the Goods) will be paid

immediately by Seller; and/or

14.1.3 at AZ's option, give Seller the opportunity at Seller's cost

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; and/or

14.1.4 refuse to accept any further deliveries of the Goods or

Services but without any liability to Seller; and/or

14.1.5 at Seller's cost, carry out any work necessary to make the

Goods or Services comply with the Contract; and/or

14.1.6 claim any and all liabilities, losses, damages, costs and

expenses as may have been incurred by AZ in

consequence of Seller's breaches of the Contract

including in obtaining substitute goods from another

supplier and/or

14.1.7 cancel any subsequent Purchase Orders without liability.

15. EXCLUSIONS AND LIMITATIONS OF LIABILITY

15.1 Subject to Condition 15.3, each Party’s maximum aggregate

Liability under the Contract will be limited to the Prices paid or

payable by AZ under the Contract.

15.2 Subject to Condition 15.3, neither Party will have any

Liability to the other for any:

15.2.1 loss of profit;

15.2.2 loss of use, loss of revenue, loss of production or loss of

business, loss of goodwill, loss of reputation or loss of

opportunity;

15.2.3 liability of Seller to third parties;

15.2.4 loss of use or value or any data or software;

15.2.5 wasted management, operational or other time (in each

case for Conditions 15.2.1 to 15.2.5 whether direct,

indirect or consequential); or

15.2.6 indirect, punitive or consequential or special loss.

15.3 Nothing in these Conditions will operate to exclude or

restrict any Liability of a Party:

15.3.1 that cannot be excluded or restricted in these Conditions

in respect of death or personal injury resulting from negligence;

15.3.2 for its wilful misconduct, or fraud or fraudulent

misrepresentation or fraud or fraudulent misrepresentation by a

person for whom it is vicariously liable;

15.3.3 for a breach of Conditions 11, 12 and/or 21 or the Seller

indemnity in Condition 7.1.4; or

15.3.4 for any matter for which it is not permitted by law to

exclude or limit, or to attempt to exclude or limit, its liability.

16. ASSIGNMENT, SUB-CONTRACTING AND THIRD PARTY

RIGHTS

16.1 Seller will not assign, sub-contract, charge or otherwise

dispose of all or any of its rights and responsibilities under the

Contract without AZ’s prior written consent.

16.2 AZ will have the right to assign, sub-contract, charge or

otherwise dispose of all or any of its rights and responsibilities

under the Contract to any AZ Affiliate or any third party.

16.3 Subject to this Condition 16, these Conditions will be binding

upon, inure to the benefit of, and be enforceable by, the Parties

and their respective successors and permitted assigns. Any

attempted assignment in violation of this Condition 16 will be void

and of no effect.

17. F

ORCE MAJEURE

AZ reserves the right to defer the date of delivery or payment of

the Goods or Services or to terminate the Contract or reduce the

volume of the Goods or Services ordered if it is prevented from or

delayed in carrying on any part of its business due to

circumstances beyond its reasonable control, including, without

limitation, acts of God, governmental actions, war or national

emergency, riot, civil commotion, fire, explosion, flood, epidemic

or pandemic, 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.

18. COMPLIANCE TRAINING

18.1 Seller will ensure that all Seller’s employees, agents and

sub-contractors, if applicable who perform the Contract will

successfully complete any required compliance training as

directed by AZ prior to such performance.

18.2 Seller will designate one individual from its senior

management, or other responsible employee, acceptable to and

approved by AZ, who will be responsible for ensuring that Seller’s

employees, agents and subcontractors, if applicable, will have

successfully completed the mandatory compliance training

specified in this Condition 18 and who will certify, if requested by

AZ, that all such persons have successfully completed this

mandatory compliance training prior to any involvement in the

Contract.

18.3 If AZ reasonably considers that any employees, agents and

sub-contractors of Seller have failed to successfully complete the

mandatory training required by this Condition 18, AZ may require

Seller to substitute such personnel with others who have

successfully completed the training.

19. ADVERSE EVENTS

If, during the course of performing the Contract, Seller and/or its

employees, become aware of an AE or other reportable safety

information with or without an associated AE, involving any AZ

Affiliate product that is the subject of these Conditions, Seller and

its employees will collect and submit, within one Business Day

from becoming aware, the appropriate information to AZ Affiliate

in accordance with the AZ Affiliate policies, procedures, and any

training provided by AZ Affiliate. AZ Affiliate is responsible for

reporting AEs and other safety information to regulatory and

government authorities.

20. NOTICES

Any notice or other communication to be given by either Party will

be in writing and will be deemed given as of (a) the date delivered

if delivered by hand, or reputable courier service, (b) the date sent

if sent by email or such other recognised electronic platform

(including DocuSign, Adobe Sign) (with transmission confirmed),

with an internationally recognised overnight delivery service, or

(d) the fifth (5th) Business Day after mailing if mailed by registered

or certified mail, postage prepaid and return receipt requested,

addressed to the other Party at the addresses notified to the Party

in writing. This Condition is not intended to govern the day-to-day

business communications.

21. CYBER SECURITY

21.1 Seller will maintain adequate administrative, technical, and

physical measures, controls, tools, systems, policies and

procedures in accordance with good cyber security industry

practice.

21.2 Seller will comply with AZ’s cyber security policy and

standards, as may be updated from time to time.

21.3 Seller will notify AZ in writing about any security incident or

cyber attack affecting or which may affect any IT infrastructure

or data or facilities owned, leased or used by Seller, which may

affect Seller’s ability to supply Goods and/or Services or

otherwise comply with its obligations under the Contract without

undue delay and in any event within 24 hours after Seller

becomes aware of or suspects that a security incident and/or

cyber attack has occurred. Such notification will be, in the first

instance, sent by e-mail to the following e-mail

address: SOCITSecurity@astrazeneca.com

and immediately

followed up by telephone to 0044 1625 513080.

22. GENERAL

22.1 Each AZ right or remedy under the Contract is without

prejudice to any other AZ right or remedy whether under the

Contract or not.

22.2 If any Contract provision is held to be illegal, invalid, or

unenforceable, in any respect, it will, to the extent of such

illegality, invalidity, or unenforceability be deemed severable and

the remaining Contract provisions will continue in full force and

effect.

22.3 Failure or delay by AZ in enforcing or partially enforcing any

Contract provision will not be construed as a waiver of any of its

rights under the Contract.

22.4 Any waiver by AZ of any breach of, or any default under, any

Contract provision by Seller will not be deemed a waiver of any

subsequent breach or default and will in no way affect the other

Contract terms.

22.5 This Contract constitutes the entire agreement between the

Parties and supersedes any prior agreement or arrangement in

respect of its subject matter. Nothing in this Condition 22.5 will

be interpreted or construed as limiting or excluding the liability of

any person for fraud or fraudulent misrepresentation.

22.5 The Contract (and any issues, disputes or claims arising out

of or in connection with it) will be governed by and construed in

accordance with the laws of England and Wales.

22.6 The Parties irrevocably and unconditionally consent to the

exclusive jurisdiction of the courts of England and Wales.

AstraZeneca UK Limited

February 2022