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