Centaur Services Limited General Conditions for the Purchase of Goods

1. Definitions

In these general terms and conditions of purchase ("Terms"), the following terms shall have the following meanings:  

"Business Day": a day other than a Saturday, Sunday, a public or bank holiday in England and Wales. 

"Centaur": Centaur Services Limited (a company registered in England and Wales with company number 787385) whose registered office is at Centaur House, Torbay Road, Castle Cary, Somerset BA7 7EU and each of its affiliated companies.  

"Delivery": the delivery of the Goods to the location set out in the Order in accordance with the Specification and these Terms (and "Delivered" shall be construed accordingly).    "Goods": the goods (or any part of them) described in the Order, including any associated designs, drawings and models.   

"Insolvency Event": any of the following events: (a) the passing of a resolution for winding up or a court of competent jurisdiction making an order for winding up or dissolution; (b) the appointment of an administrator, receiver, administrative receiver; (c) an encumbrancer taking possession of any assets; (d) being unable to pay debts within the meaning of section 123 of the Insolvency Act 1986; (e) ceasing to carry on business for more than 30 days.   

"Intellectual Property Rights": patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.    

"Order": Centaur's written purchase order for Goods, to which these Terms are annexed, including any electronic purchase orders submitted by Centaur via any electronic data interchange or from any procurement software.    "Price": the price payable for the relevant Goods, as set out in the Order.   

"Seller": the person from whom Centaur purchases the Goods.  

"Specification": the quantity, quality, description and specification of the Goods, as set out in the Order and any packaging of or labels on the Goods.      The words "include" and "including" shall be construed without limitation.
A reference to a law or statute 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.
Words denoting the singular shall include the plural and vice versa and words denoting the masculine gender shall include the feminine and neuter genders.
2. Basis of purchase

2.1. The Order constitutes an offer by Centaur to purchase the Goods subject to these Terms.  

2.2. These Terms shall apply to and shall govern the supply of all Goods by the Seller to Centaur to the exclusion of any other terms and conditions that the Seller seeks to impose or incorporate, or may be implied by trade, custom, practice or in the course of dealing.  Without prejudice to the foregoing, no terms or conditions delivered with or contained in the Seller's quotation, acknowledgement or acceptance of order, specification, delivery note, invoice or similar document shall apply to the Order and the Seller waives any right which it otherwise may have to rely on such terms and conditions.

2.3. Save where Centaur and the Seller agree otherwise in writing, the Order shall be deemed to be unconditionally accepted by the Seller on the earlier of (i) the date falling 5 days after the date of the Order or (ii) the Seller giving express notice of acceptance of (or impliedly, by fulfilling) the Order.

2.4. No variation to the Order, these Terms or the Price shall be binding on Centaur unless confirmed in writing by a director of Centaur or a person with the designation "Director" of Centaur.

2.5. An Order shall only be capable of acceptance by the Seller once an official written order number is allocated to the Order by Centaur ("Order Number").  The Seller is not entitled to rely upon any verbal orders. 

2.6. Centaur shall be entitled to cancel any Order by giving notice to the Seller at any time prior to Delivery in which event the Seller shall discontinue any further work on the Order. Where such Delivery is to be carried out in instalments, Centaur shall be entitled to cancel any remaining part of such Order at any time before the final instalment. Where an Order is cancelled by Centaur under this clause 2.6, Centaur shall reimburse the Seller for all reasonable, properly evidenced costs directly incurred by the Seller in relation to such cancelled Goods as at the date of such cancellation.     Where Centaur intends to resell the Goods, clauses 2.7 and 2.8 shall apply:

2.7. The Seller acknowledges that Centaur is purchasing the Goods with the intent to market, distribute and resell the Goods and appoints Centaur as a non-exclusive authorised distributor of the Goods purchased under the Order.  The Seller warrants that it (i) has, and will transfer the Goods with, full title guarantee and free and clear of all liens, claims, security interests or other encumbrances and (ii) has all right and authority to appoint Centaur as a non-exclusive authorised distributor of the Goods.

2.8. The Seller grants to Centaur a non-exclusive, royalty-free licence to use the Intellectual Property Rights associated with the Goods, their packaging or labelling, in the promotion, advertisement and sale of the Goods.
3. Obligations of the Seller

3.1. The Seller warrants that all Goods supplied:

a. shall in all respects conform to the Specification, and any samples or examples provided;
b. shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Seller or made known to the Seller by Centaur;

c. shall be free from defects in design, material and workmanship and remain so for 36 months after Delivery; 

d. shall be supplied in accordance with the Order and these Terms;  e. shall not infringe the Intellectual Property Rights of any third party; and f. shall comply with all applicable laws, rules, regulations, codes of practice, rules, guidance, decisions, orders, directives, standards and codes of conduct relating to the design, manufacture, composition, quality, labelling, packing, packaging, marking, storage, handling, delivery, commissioning, sale or provision of the Goods (including those relating to product regulation and CE markings in the country of supply of the Goods to Centaur).

3.2. The Seller acknowledges that Centaur has a Code of Ethics and Business Conduct Policy (“Code of Conduct”), which can be found at the Investors tab, Corporate Governance, of www.amerisourcebergen.com.  The Seller agrees that it either (i) shall comply with Centaur’s Code of Conduct or (ii) has and shall comply with its own code of conduct that is substantially similar to Centaur’s Code of Conduct, including those sections on Fraud & Abuse Laws, Antitrust & Competition Laws and Anti-Bribery/Anti-Corruption Laws, and the AntiBribery/Anti-Corruption Compliance Policy No. 6.  In the event the Seller breaches the applicable Code of Conduct or any related applicable laws, the Seller shall be deemed to be in material breach of these Terms.  Upon request, Centaur shall provide a hard copy of its Code of Conduct to the Seller.  

3.3. The Seller shall have (and maintain) all licences, permissions, authorisations, consents and permits necessary for it to manufacture and supply the Goods to Centaur in accordance with these Terms.

3.4. The Seller shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the design, manufacture, labelling, packing, packaging, marking, storage, handling, delivery, commissioning, sale or provision of the Goods.

3.5. The Seller shall, and shall procure that any subcontractor shall, take reasonable steps to ensure that slavery and human trafficking (as defined in section 54, Modern Slavery Act 2015 ("MSA")) is not taking place in any of its supply chains or in any part of its own business. The Seller shall, at Centaur's request, provide Centaur with a statement of any such steps it has taken, and such other information as Centaur may reasonably require in order to enable it to prepare a slavery and human trafficking statement in accordance with the MSA. The Seller shall notify Centaur immediately if it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with these Terms or any Order.

3.6. The Seller shall not unreasonably refuse any request by Centaur to inspect and test the Goods prior to despatch and, upon request, shall provide Centaur with reasonable facilities for inspection and testing.  Notwithstanding inspection or testing, the Seller shall remain fully responsible for the Goods and any inspection or testing shall not diminish or otherwise affect the Seller's obligations under these Terms.

3.7. If upon inspection or testing of the Goods Centaur is not satisfied that the Goods comply or shall comply in all respects with these Terms, and Centaur so informs the Seller within 14 days of inspection or testing, the Seller shall immediately take such steps as are necessary to ensure that the Goods comply in all respects with these Terms. Centaur shall have the right to conduct further inspections and tests after the Seller has carried out any remedial action. 
4. Delivery

4.1. The Seller shall Deliver the Goods DDP (Incoterms 2010) to the location set out in the Order on the date specified in the Order during Centaur's normal business hours.  Time shall be of the essence in relation to the Delivery of the Goods.

4.2. The Seller shall not deliver Orders by instalments except with the prior written consent of Centaur. Where Orders are to be delivered by instalments, they may be invoiced and paid for separately in accordance with the Price set out in the original Order. References in these Terms to Orders shall, where applicable, be read as references to instalments. 

4.3. The Seller shall ensure the Goods are properly packed and secured so as to reach their destination in an undamaged condition. The costs of packaging, transport, storage, insurance and installation of Goods shall be borne by the Seller. Unless otherwise agreed between the Seller and Centaur in writing, the Seller shall be responsible for off-loading the Goods.  Damage caused during loading, transport and/or unloading shall be at the Seller’s expense. The Seller shall be responsible for removing and/or disposing of any packaging materials and Centaur shall not be obliged to return to the Seller any packaging materials for the Goods.

4.4. The Seller shall provide Centaur with reasonable prior written notice of any delay in Delivery (and in any event within 24 hours of the time the Seller became aware or should reasonably have become aware of such delay). 

4.5. If Centaur requests the Seller to postpone Delivery, the Seller shall store, secure and insure the Goods to be supplied appropriately packed and clearly marked as intended for Centaur. Centaur shall reimburse the reasonable, properly incurred and evidenced out-of-pocket costs of the Seller in storing such Goods. 

4.6. If an Order is not delivered on the date specified for Delivery in the Order, without limiting any other right or remedy Centaur may have, Centaur may: a. refuse to take any subsequent attempted delivery of the Order;  b. cancel the Order in whole or in part;  c. obtain substitute products from another supplier and recover from the Seller any costs and expenses reasonably incurred by Centaur in obtaining such substitute products; and d. claim damages for any other costs, expenses or losses resulting from the Seller's failure to deliver the Order on the specified date for Delivery, provided that the Seller shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by Centaur's failure to comply with its obligations under these Terms.

4.7. Each Order shall be accompanied by a delivery note from the Seller showing the Order Number, the date of the Order, the name of the manufacturer and the importer, the type and quantity of Goods included in the Order, including any code numbers for the Goods, and, in the case of an Order being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
5. Acceptance and defective Goods

5.1. Centaur shall not be deemed to have accepted any Goods until it has had a reasonable time to inspect them following Delivery or, in the case of a latent defect in the Goods, until a reasonable time after the latent defect has become apparent.

5.2. If the Goods delivered to Centaur do not comply with Clause 3.1 or are otherwise not in conformity with these Terms, without limiting any other right or remedy that Centaur may have, Centaur may reject those Goods and: a. require the Seller to repair or replace the rejected Goods at the Seller’s risk   and expense within ten Business Days of being requested to do so; or  b. require the Seller to repay the price of the rejected Goods in full (whether or not Centaur has previously required the Seller to repair or replace the rejected Goods); and  c. claim damages for any other costs, expenses or losses resulting from the Seller's delivery of Goods that are not in conformity with these Terms.

5.3. Centaur's rights and remedies under this Clause 5 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into these Terms by the Sale of Goods Act 1979. 

5.4. These Terms shall apply to any repaired or replacement Goods supplied by the Seller. 5.5. If the Seller fails to promptly repair or replace rejected Goods in accordance with Clause 5.2(a), Centaur may, without affecting its rights under Clause 5.2, obtain substitute products from a third party supplier, or have the rejected Goods repaired by a third party, and the Seller shall reimburse Centaur for the costs it incurs in doing so.
6. Title and risk

6.1. Ownership of the Goods shall pass to Centaur on the earlier of (i) Delivery and (ii) payment by Centaur of the amounts due in respect of such Goods. In the event that Centaur makes any payment prior to Delivery, the Seller shall:  a. ensure that the Goods are kept separate from all other goods in its possession;  b. keep the Goods identified at all times as Centaur's property;  c. not remove, obscure or deface any mark or packaging identifying the Goods as Centaur's property; and d. permit Centaur to enter into any premises in which the Goods are kept and repossess such Goods if the Seller suffers an Insolvency Event.

6.2. The risk of loss of or damage in the Goods shall pass to Centaur on Delivery.
7. Price

7.1. The Price shall be as stated in the Order or as otherwise agreed in writing by the Seller and Centaur.  The Price shall be fixed and shall not be increased as a result of changes in any circumstances or factors including exchange rates, Delivery in instalments, freight rates, import or export duties, excise duties, levies and other taxes or prices of raw materials, unless otherwise agreed in writing by Centaur.

7.2. Unless otherwise agreed by Centaur in writing, the Price shall include: a. import duties, excise duties, levies and taxes (with the exception of VAT); b. charges and other levies or costs incurred by the Seller in the fulfilment of the Order; c. fees for the use of any Intellectual Property Rights relevant to the Goods; and d. the costs of packaging, transport, storage, insurance premiums, installation and putting into operation on location.  

7.3 The Price shall be exclusive of amounts in respect of VAT. Centaur shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
8. Invoicing and payment

8.1. The Seller shall be entitled to invoice Centaur for each Order on or at any time after Delivery.  Centaur shall pay the invoiced amount within 60 days after the date of the invoice.

8.2. If Centaur (acting reasonably) disputes any invoice it shall be entitled to suspend payment of such invoice until such dispute is resolved. Centaur shall be entitled to offset amounts it owes against amounts payable to it by the Seller.

8.3. Centaur shall have no obligation to pay any invoices which it receives more than six months after the relevant Delivery. 

8.4. If Centaur reasonably believes that the Seller is insufficiently solvent to fulfil an Order in full, Centaur shall be entitled to suspend payment of any invoices in relation to such Order until such Order is fulfilled in full or until a solvent party has provided sufficient security for fulfilment, which shall be at Centaur’s sole discretion.

8.5. Each invoice shall contain as a minimum: a. Centaur’s purchase order number; b. the Seller's name, address and place of business; c. the specific Goods to which the invoice relates; and d. the Seller's bank account details, and Centaur may refuse to make payment in respect of any invoice which does not clearly identify such information.  

8.6. If Centaur fails to pay any amount due and payable by it under these Terms within five (5) Business Days of receipt of the Seller’s notice that such payment is past due, the Seller shall have the right to charge interest on the overdue amount at a rate of 2% per annum above the Bank of England base rate from time to time from the due date to the date of actual payment. 
9. Remedies and indemnities

9.1 Without prejudice to any other right or remedy it may have, if any Goods are not supplied in accordance with these Terms, Centaur shall be entitled, without liability, to exercise any one or more of the following: a. to terminate the Order with immediate effect by giving written notice to the Seller; b. to reject the Goods (in whole or in part) whether or not title has passed and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller; c. to refuse to accept any further deliveries of the Goods; d. to require the Seller to repair the Goods or to supply replacement goods in accordance with the Order without delay;   e. whether or not Centaur has previously required the Seller to repair the Goods or supply replacement Goods, to treat the Order as discharged by the Seller’s breach and require the repayment of any part of the Price which has been paid;  f. to claim damages for any additional costs, losses or expenses incurred by Centaur which are attributable to the Seller's failure to supply the Goods in accordance with these Terms; and/or g. to recover from the Seller any expenditure incurred by Centaur in obtaining substitute goods from a third party.

9.2 The Seller shall indemnify Centaur and hold Centaur harmless on demand from and against any and all direct and consequential liabilities, loss, damages, injury, costs, fines, interests and expenses (including legal and other professional fees and expenses) awarded against, suffered, incurred or paid by Centaur as a result of or in connection with: a. breach of any of the warranties in Clause 3.1; b. any claim or allegation that the Goods infringe, or their importation, use, manufacture or resale infringes the Intellectual Property Rights of any third party (except to the extent a claim arises from compliance with any Specification supplied by Centaur); c. any liability under the Consumer Protection Act 1987 or any other applicable laws or regulations in relation to product liability and product safety in respect of the Goods; and d. any other claim made against Centaur by any customer or other third party arising out of, or in connection with, the provision or use of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of these Terms by the Seller.
10. Termination 

10.1. Without prejudice to any other right or remedy it may have, Centaur shall be entitled to terminate an Order on written notice if the Seller: a. commits a material breach of its obligations under that Order which is irremediable or which fails to be remedied within 21 days; b. commits, or any of its employees, agents or subcontractors commits any act which brings Centaur into disrepute or which in Centaur's reasonable opinion is prejudicial to its interests;  c. undergoes a change of control where the entity acquiring control is a competitor of Centaur and for the purposes of this clause, "control" shall have the meaning given in section 1124, Corporation Tax Act 2010; or d. suffers an Insolvency Event. 

10.2. The Seller shall be entitled to terminate an Order on written notice if any undisputed payment relating to that Order is overdue by more than 60 days, provided that the Seller has given Centaur 30 days' prior written notice that such payment is overdue.   

11. Intellectual property rights

11.1. All Intellectual Property Rights in any Goods developed solely in accordance with Centaur's guidelines, instructions or specification shall vest exclusively in Centaur on creation. To the extent that such Intellectual Property Rights do not vest automatically in Centaur, the Seller hereby irrevocably and unconditionally assigns by way of present assignment of present and future rights all such Intellectual Property Rights to Centaur and the Seller shall execute such documents and take such steps as Centaur may reasonably require in order to transfer such Intellectual Property Rights to Centaur.

11.2. All Intellectual Property Rights in materials provided by Centaur to the Seller in relation to the Order shall remain the property of Centaur and nothing in these Terms shall operate to transfer such Intellectual Property Rights to the Seller. All such materials and any copies shall be returned to Centaur following the termination or fulfilment of the Order.
12. Confidentiality 

12.1. The Seller shall maintain strict confidentiality in respect of all confidential information of whatever nature and whether written, oral or in electronic or other form which is disclosed directly or indirectly by or on behalf of Centaur to the Seller and which is identified as being confidential at the time of disclosure or would be regarded as confidential by a reasonable business person, and shall include these Terms, the Order and all business, technical, statistical, financial, marketing, customer and supplier details, know-how, designs or trade secrets of Centaur and any documents derived from, containing or reflecting such information ("Confidential Information") in the course of fulfilling an Order. Subject to clause 12.2, the Seller shall keep all such Confidential Information secret and confidential and shall not use such Confidential Information for any purpose other than fulfilling an Order and shall not disclose such Confidential Information to any third party in any form without the prior written consent of Centaur.    
12.2. The Seller shall be entitled to disclose Confidential Information: 

a. to its employees insofar as this is necessary for the performance of its obligations under an Order and provided that the Seller shall impose the same obligations of confidentiality on such employees as those set out in these Terms; 

b. to the extent that such Confidential Information is already lawfully in the possession of the Seller without obligations of confidentiality prior to the date on which Centaur discloses such Confidential Information;  c. if such Confidential Information enters the public domain, other than as a result of the Seller (or any third party to whom the Seller has disclosed the Confidential Information) breaching the provisions of this clause 12; and  d. to the extent required by a competent court or regulatory authority, provided that (to the extent legally permissible) the Seller gives Centaur reasonable prior written notice of its intention to disclose such Confidential Information and uses reasonable endeavours to ensure that confidential treatment will be accorded to such Confidential Information. 

12.3. After the fulfilment of the Order, unless otherwise confirmed in writing by Centaur this clause 12 shall remain in full force for a period of three years.
13. Force majeure

13.1. Provided it has complied with Clause 13.2, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms ("Affected Party") by an event beyond its reasonable control ("Force Majeure Event"), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

13.2. The Affected Party shall:

a. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these Terms; and

b. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

13.3. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate the Order by giving 2 weeks' written notice to the Affected Party.

13.4. An Event of Force Majeure shall not include staff shortages, strikes, staff illness, delayed delivery and/or unsuitability of materials, raw materials or semi-finished products or services, acts or omissions on the part of suppliers or third parties engaged by a party, and liquidity or solvency problems. 
14. Liability

14.1. Nothing in the Order or these Terms shall be deemed to limit or exclude the liability of either Centaur or the Seller for:  a. death or personal injury caused by its negligence;  b. fraud or fraudulent misrepresentation; or c. any other liability which cannot be validly limited or excluded at law. 

14.2. Subject to clause 14.1, Centaur shall not be liable to the Seller, whether in  contract, tort (including negligence), breach of statutory duty or otherwise, for: a. loss of profits;  b. loss of contracts; c. loss of goodwill;  d. loss of anticipated savings; or  e. any indirect or consequential loss. 

14.3. Subject to clause 14.1, Centaur's aggregate liability, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in connection with or arising from any Order shall not exceed the Price. 
15. Insurance The Seller shall take out and maintain adequate insurance at its own expense for its liability under the Order and in any event such insurance shall provide a minimum cover of three million pounds for each of (without limitation) professional liability and product liability insurance.  At Centaur’s request, the Seller shall submit to Centaur the insurance policy or policies and evidence of the insurance premiums having been paid.  The Seller shall ensure that its insurance policies contain an indemnity to principals clause. 
16. General

16.1. The Seller shall not be entitled to sub-contract, transfer, novate or assign the Order or these Terms either wholly or in part to any third party without Centaur’s prior written consent.

16.2. The Seller shall be fully responsible for the performance by any third party (including any sub-contractors) in the fulfilment of the Order as if this were its own performance. 

16.3. No provision of these Terms is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

16.4. Save as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

16.5. Any notice to be given to a party under these Terms shall be in writing (which excludes email) signed by or on behalf of the party giving it, and shall be delivered personally, or sent by recorded delivery, to the address of the party set out in these Terms or on the Order.  Either party may, by a notice given in accordance with this clause, change its address for the purposes of this clause.  A notice shall be deemed to have been served: (a) at the time of delivery if delivered personally; or (b) 2 Business Days after posting in the case of an address in the United Kingdom and 5 Business Days after posting for any other address. 

16.6. These Terms, together with the Order, constitute the entire agreement and understanding of the parties with respect to the subject matter of these Terms and
supersede any prior agreements, representations or arrangements between the parties (oral or written) in relation to such subject matter. Each party acknowledges that (a) upon entering into these Terms, it does not rely, and has not relied, upon any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to these Terms or not) except those expressly set out in these Terms and the Order; and (b) the only remedy available in respect of any misrepresentation or untrue statement made to it shall be a claim for breach of contract under these Terms.
17. Governing law and jurisdiction

17.1. These Terms, the Order and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with them shall be governed by the law of England and Wales. 

17.2. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with these Terms, the Order, their subject matter or performance.