top of page

AcedrA Terms & Conditions of Business

1. DEFINITIONS

Within these conditions the following definitions shall apply:

"AcedrA" shall mean AcedrA Pharmaceutical Company LLC and any AcedrA Subsidiary (as applicable).

“AcedrA Subsidiary” shall mean any person that directly or indirectly is controlled by AcedrA Pharmaceutical Company LLC.

“Controlled by” shall mean the power to direct or cause the direction of the management or policies of a person whether through the direct or indirect ownership of voting securities, by contract, resolution, regulation, or otherwise.

"Deliverables" shall mean all documents, products, and materials developed by the Supplier or its agents, contractors, and employees as part of or in relation to the Services in any form or media.

"Intellectual Property Rights" shall mean patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names, and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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" shall mean the authorized Purchase Order placed by AcedrA upon the Supplier for goods and/or services, including the conditions detailed herein and any authorized amendment thereto.

"Products" shall mean all goods to be supplied under the Order, and any replaced or repaired goods provided by the Supplier pursuant to an Order.

“Sanctions Laws” means any law, regulation, or wider measure applicable to either AcedrA or the Supplier relating to the adoption, implementation, and enforcement of economic sanctions, export controls, and trade embargos.

“Sanctioned Person” means any individual, entity, or body (i) specifically designated under Sanctions Laws, (ii) owned or controlled by any individual, entity, or body specifically designated or listed under Sanctions Laws, or (iii) acting for or on behalf of any individual, entity or body specifically designated or listed under Sanctions Laws.

"Services" shall mean all services to be supplied under the Order.

"Supplier" shall mean the contracting party on whom the Order is placed.

"Working Days" shall mean a day, other than a Friday, Saturday, or public holiday in Saudi Arabia when banks in Saudi Arabia are open for business. And, shall mean a day, other than Saturday, Sunday, or public holiday outside in Saudi Arabia when banks outside Saudi Arabia are open for business.

 

2. APPLICABLE CONDITIONS

These conditions and the Order shall constitute the entire agreement between the parties and shall supersede any prior communications or representations between the parties except that in the event of any conflict between these conditions and the Order and any signed agreement between the parties, the signed agreement shall take precedence.

By accepting AcedrA's Order the Supplier agrees that these conditions and the Order supersede any Conditions of Sale issued by the Supplier.

All of these conditions shall apply to the supply of both Products and Services except where the application to one or the other is specified.

 

3. OFFICIAL ORDER

No Products or Services will be accepted or paid for unless supplied in accordance with the Order. The Supplier shall reference the Order number on all correspondence entered into.  Within 2 Working Days of the Order being issued, the Supplier shall sign and return a copy of the Order to confirm its acceptance. Failure to comply will result in the Order being deemed as accepted.

The Supplier shall not deliver the Products in installments without AcedrA's prior written consent. Prior to accepting the Order, the Supplier will inform AcedrA if the Products must be delivered in installments and AcedrA can consent at its discretion.  Where it is agreed that the Products are to be delivered in installments, they may be invoiced and paid for separately.

 

4. AMENDMENTS

Prior to acceptance of the Order by the Supplier in accordance with clause 3, AcedrA may amend or withdraw its Order at any time.  Once accepted, no variation to the Order will be recognized by AcedrA unless presented in writing and duly authorized by AcedrA in writing.

 

5. SPECIFICATION

Once an Order is accepted by the Supplier in accordance with clause 3, all Products or Services under each Order shall conform where applicable with the quantity, quality, standard, and specification stated on the Order.

All Products shall comply with all applicable statutory and regulatory requirements relating to the manufacture of the Products and shall be of satisfactory quality (within the meaning of the Saudi Food and Drug Authority Clearance Conditions & Requirements 2015, as amended) and fit for the purpose made known to the Supplier by AcedrA expressly or by implication and free from defect whether actual or latent.

Where the Supplier has provided AcedrA with a sample of the Products, the Products delivered will be of the same quality as the sample and be without defect.

All Products must comply with Saudi Food and Drug Authority Regulatory Framework for Drugs Approval 2020 in order to minimize the risk of transmitting animal spongiform encephalopathy via Medical Products. All New Products ordered by AcedrA require documentation from the manufacturer confirming compliance with the Saudi Food and Drug Authority Clearance Conditions & Requirements 2015.

All Products must have at least Sixty Seven Percent (67%) (2/3) of shelf life remaining as of the date of delivery to AcedrA. Failure to comply will result in non-payment unless a prior agreement has been reached with AcedrA.

In the event of a product recall, the Supplier shall reimburse AcedrA for all reasonable expenses incurred in carrying out the recall.

In providing the Services, the Supplier shall co-operate with and comply with all instructions of AcedrA, including requirements in the Order, and will perform the Services with the best care, skill, and diligence in accordance with best practice in the Supplier's industry, profession or trade. The Supplier shall use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient numbers to ensure that the Supplier's obligations are fulfilled in accordance with the Order.

 

6. PACKAGING

All Products under the Order shall be securely and adequately packed, and the packaging marked with AcedrA's Order number. All packaging shall be non-chargeable and non-returnable unless otherwise agreed in writing by AcedrA whereupon it may be returned at the Supplier's risk and expense.

 

7. DELIVERY AND PERFORMANCE

Delivery shall be strictly in accordance with the instructions detailed on the Order, including the date of delivery, and shall be at the risk of the Supplier. Delivery shall be made to the delivery address detailed on the Order during the following times unless agreed otherwise by the parties: -Sunday to Thursday - 8.00 a.m. to 4.00 p.m. (Delivery Location Time) in the delivery location in Saudi Arabia. For outside Saudi Arabia (Tunisia, United Arab Emirates, and Egypt) delivery times: -Monday to Friday - 8.00 a.m. to 4.00 p.m. (Delivery Location Time) in the delivery location.

Each delivery of the Products should be accompanied by a delivery note that quotes the Order number. Where the Products are being delivered in installments, the delivery note must identify this along with the outstanding balance of Products remaining to be delivered.

All temperature-sensitive Products must be clearly labeled to identify them as such and transported within the manufacturer's required storage temperature parameters.

If for whatever reason delivery is not affected in accordance with the Order, then AcedrA may, without prejudice to any other right or remedy, wholly or partially terminate the Order without incurring liability to the Supplier.

The Supplier shall meet any performance dates for the Services specified in the Order or that AcedrA notifies the Supplier.

Title in the Products shall pass to AcedrA on the unloading of the Products at the delivery address detailed on the Order (or for international orders at the import terminal prior to customs clearance). Such passing of title shall not constitute acceptance of the Products.

In the event of AcedrA being unable to accept deliveries, for whatever reason, AcedrA shall have the right to suspend, wholly or in part, deliveries under the Order.

 

8. INSPECTION AND REJECTION

AcedrA shall have the right to inspect the Products when delivered and to review the Services.  If the Products are not delivered on the delivery date identified in the Order, or if the Products and/or Services do not conform with the Order or do not comply with clause 5 of these conditions, then, without limiting any of its other rights or remedies, and whether it has accepted the Products or Services, AcedrA may:

  • reject the Products or Services (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense. Any Products or Services rejected shall be deemed as not having been delivered or performed;

  • require the Supplier to repair or replace the rejected Products, to provide repeat performance of the Services, or to provide a full refund of the price of the rejected Products or Services;

  • recover from the Supplier any costs incurred by AcedrA in obtaining substitute goods or services from a third party; and

  • claim damages for any other costs, loss, or expenses incurred by AcedrA which are in any way attributable to the Supplier's failure to carry out its obligations.

 

9. PRICE

Prices shall be as stated on the face of the Order and unless agreed otherwise shall be exclusive of Value Added Tax or similar tax and customs duties which if applicable shall be payable by AcedrA in addition to the Price at the rate in force under the applicable law. No alterations will be accepted unless by prior written agreement from AcedrA.  Prices shall include costs of packaging, insurance, and carriage of the Products and include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

 

10. INVOICES AND PAYMENT

Invoices quoting the Order number, description, and quantity of Products delivered or Services provided shall be forwarded at the time of dispatch or after the completion of the Services to the relevant address as advised by AcedrA. Failure to detail any of the above information may result in a delay in payment by AcedrA.

Unless otherwise stated in the Order, payment will normally be made in the month following the month in which the Products or Services in accordance with the Order, and a correct invoice, are received.

 

11. INDEMNITY

In respect of the Order, the Supplier hereby agrees to indemnify and hold harmless AcedrA against all claims, damages, liabilities, and costs (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by AcedrA resulting from:

  • any damage, loss, death, or injury caused by an act, negligence, or omission arising out of or in connection with defects in Products or Deliverables, to the extent that the defects in the Products and Deliverables are attributable to the acts or omissions of the Supplier, its employees, agents or its subcontractors;

  • any defect in or damage to the Products caused by or contributed to by the Supplier;

  • any alleged or actual infringement of any Intellectual Property Rights in existence or pending at the date of the Order relating to the manufacture, supply, or use of the Products, or receipt, use, or supply of the Services and Deliverables; and

  • any breach of Sanctions Laws.

This clause shall survive the termination of an Order.

 

12. ASSIGNMENT

The Supplier hereby agrees that no work in pursuance of the Order shall be assigned without the prior written consent of AcedrA.

 

13. CONFIDENTIALITY

All confidential information associated with the Order, including confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, shall be treated as strictly confidential between AcedrA and the Supplier.

 

14. PARTIAL INVALIDITY AND WAIVER

Any provision of the Order subsequently found to be invalid shall not in any way affect the validity or enforceability of the remainder of the Order. Any failure by either party to enforce any provision of the Order shall not be construed as a waiver of that or any other provision.

 

15. NOTICES

Any Notice or other communication entered into shall be in writing and addressed to the Supplier if notices are being given to the Supplier, or to the AcedrA entity named in the Order if notices are being given to AcedrA.

 

16. INTELLECTUAL PROPERTY

All Intellectual Property Rights in Deliverables or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials in the Deliverables that were owned by the Supplier prior to providing the Services ("Background IP") shall be owned by AcedrA unless agreed otherwise between the parties.

The Supplier hereby assigns to AcedrA or shall procure the assignment to AcedrA of, all rights, title, and interest in the Deliverables (except to the Background IP) anywhere in the world.

The Supplier hereby grants AcedrA a fully paid-up, non-exclusive, royalty-free, irrevocable, and perpetual license to use, modify and publish the Background IP to the extent it is incorporated in the Deliverables so that AcedrA may use the Deliverables in any way it wishes.

AcedrA grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable license to copy and modify any materials provided by AcedrA to the Supplier for the term of the Order for the purpose of providing the Services to AcedrA.

 

17. TERMINATION

For Convenience- AcedrA shall have the right to terminate the Order in whole or part, at any time before delivery of the Products or completion of the Services, by serving on the Supplier written notice of termination. Upon receipt of such notice of termination, all terminated work shall be discontinued and AcedrA shall pay to the Supplier such sum as is fair and reasonable in respect of any direct loss sustained by the Supplier by reason solely of such termination and the Supplier agrees to accept such sum in full and final satisfaction of all claims arising out of such termination.

In the event of termination of the Order, the Supplier shall use its best endeavors to mitigate the loss arising from such termination.

In no case shall the amount payable by AcedrA for the terminated Services or Products exceed the price that would have been payable if the Services had been completed or the Products delivered.

For Default- AcedrA shall notify the Supplier of any breach or default of these conditions. If the Supplier is unable to remedy such breach or default within a period of 30 days from the notice being given, then AcedrA reserves the right to terminate the Order in whole or part without incurring liability to the Supplier.

For Insolvency- In the event that the Supplier becomes insolvent then AcedrA reserves the right to suspend or terminate the Order without incurring liability to the Supplier.

Termination of an Order, however arising, shall not affect any of the parties rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of these conditions which existed at or before the date of termination.

 

18. FORCE MAJEURE

Neither party shall be in breach nor liable for delay in performing, or failure to perform, any of its obligations under these conditions if such delay or failure results from events, circumstances, or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 2 weeks, the party not affected may terminate the Order immediately by giving written notice to the affected party.

 

19. DATA PRIVACY

Where AcedrA processes your personal data in relation to the purchase of Products or Services under the Order we will comply with any applicable data protection legislation currently in force, including but not limited to

 

20. ANTI-BRIBERY AND CORRUPTION

Both AcedrA and the Supplier shall not, and shall procure that their respective directors and employees shall not, engage in any activity, practice, or conduct which would constitute an offense under any anti-bribery and anti-corruption laws, regulations, and codes in any jurisdiction, including but not limited to the Anti-Money Laundry of Saudi Arabia 20217 the UK Bribery Act 2010 and, where applicable, the US Foreign Corrupt Practices Act 1977.

 

21. MODERN SLAVERY

Each party shall and shall procure (where relevant) that all persons who are performing services or providing goods in connection with, or which will or may be used in performing or to support the performance of these conditions in any part of the world (collectively, its "Supply Chain") shall at all relevant times (a) comply with the provisions of Anti-Trafficking in Persons Law Royal Decree no. M/40, dated 21/7/1430H; (b) not engage in any activity, practice, or conduct that would constitute an offense under the Anti-Trafficking and Modern Slavery Statement of AcedrA if such activity, practice, or conduct were carried out in the Kingdom of Saudi Arabia; and (c) take all reasonable steps to ensure that slavery and human trafficking are not taking place in its business or its Supply Chain.

 

22. SANCTIONS

The Supplier and AcedrA acknowledge the existence of Sanctions Laws and shall ensure that they comply with all applicable Sanctions Laws to which either the Supplier or AcedrA is subject, including those of any jurisdiction where either the Supplier or AcedrA are located or incorporated. The Supplier and AcedrA shall not take any action or refrain from taking any action which would, or would in the reasonable opinion of the party subject to Sanctions Laws, cause the such party to breach such Sanctions Laws. The Supplier shall carry out appropriate due diligence with regard to any third party involved in the supply of the Products and Services. The Supplier shall ensure that it has no knowledge or reasonable cause to suspect that any activities relating to the Products or Services will, either directly or indirectly, involve any Sanctioned Person or will otherwise be in breach of Sanctions Laws. In the event of either party becoming a Sanctioned Person, the other party may terminate any Orders with immediate effect and without payment of compensation.

 

23. APPLICABLE LAW

This Agreement and any Order shall be subject to and interpreted in accordance with the Laws of the Kingdom of Saudi Arabia and the Supplier hereby submits to the jurisdiction of the Saudi Courts.

AcedrA T&Cs of Sales

1. DEFINITIONS

In these terms and conditions (“T&Cs”), the following definitions shall apply:

“Clinical Trial Products” means any products ordered from Us by You including without limitation pharmaceutical compounds and drugs, medical equipment, and medical supplies which are ordered by You for use strictly in connection with any clinical trial;

“AcedrA Subsidiary” means any person that directly or indirectly is controlled by AcedrA Pharmaceutical Company LLC;

“Contract” means any contract between You and Us incorporating these T&Cs for the sale of Products and/or the provision of the Services;

“controlled by” means the power to direct or cause the direction of the management or policies of a person whether through the direct or indirect ownership of voting securities, by contract, resolution, regulation, or otherwise;

“Field of Use” means the field of use and/or application for which You have engaged Us to perform the Services as stated in the Quotation where provided by Us and agreed by You or as otherwise agreed by Us and You in writing in an order placed by You and accepted by Us;

“General Products” means any products ordered from Us by You including without limitation pharmaceutical compounds and drugs, medical equipment and medical supplies, and any ancillary Services required, but excluding the Clinical Trial Products;

“Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs, and any other losses and/or liabilities;

"Order" means Your purchase order form, or Your written acceptance of Our Quotation, as the case may be;

“Products” means General Products and Clinical Trial Products;

“Quotation” means, where provided by Us, the form completed and signed by Us and You, confirming the price for the Products and Services and other variable details specific to your order;

“Sanctions Laws” means any law, regulation, or wider measure applicable to either You or Us relating to the adoption, implementation, and enforcement of economic sanctions, export controls, and trade embargos;

“Sanctioned Person” means any individual, entity, or body (i) specifically designated under Sanctions Laws, (ii) owned or controlled by any individual, entity, or body specifically designated or listed under Sanctions Laws, or (iii) acting for or on behalf of any individual, entity or body specifically designated or listed under Sanctions Laws;

“Services” means without limitation the sourcing, procurement, and/or distribution of medicinal products, comparator drugs, other health products, medical supplies, and equipment, and managed access, clinical trials, pharmaceutical, clinical consultancy and advisory services, and/or work;

“We, Us, Our” means AcedrA Pharmaceutical Company LLC or any AcedrA Subsidiary;

“You, Your, Yourself” means the person, organization, or other business entity whose order for Products and/or Services is accepted by Us and to whom We subsequently supply the Products and/or Services.

 

2. BASIS OF CONTRACT AND QUOTATIONS

2.1 These T&Cs shall govern the agreement between You and Us to the exclusion of any other terms or conditions, including the exclusion of any terms or conditions which You may purport to apply under any purchase order, confirmation order, or similar document except that in the event of any conflict between these T&Cs and any signed agreement between You and Us the signed agreement shall take precedence.

2.2 No oral warranties or representations shall bind Us. No variation of these T&Cs shall be binding on Us unless agreed in writing between You and one of Our authorized representatives or contained in the relevant Quotation where provided by Us. Our employees, sub-contractors, and/or agents are not authorized to make any representations or warranties concerning the Products and/or Services unless confirmed by Us in writing. You acknowledge that You do not rely on any representation and/or warranty that has not been made in accordance with these T&Cs.

2.3 Quotations will not form part of the Contract unless accepted by signature by both You and Us within the time period specified on the Quotation ("Quotation Offer Period"). Quotations may be withdrawn by Us at any time during the Quotation Offer Period by oral or written notice. Notwithstanding this, We shall have the right to refuse to accept any orders placed for Products and/or Services under the Quotation.

2.4 All of these T&Cs shall apply to the supply of both Products and Services except where application to one or the other is specified.

 

3. Orders

3.1 The Contract between You and Us shall come into effect on Our acceptance of Your Order. No Order shall be deemed accepted by Us until confirmed in writing by Our authorized representatives.

3.2 You shall be responsible for the accuracy of an Order and for giving Us any information necessary to perform the Contract.

3.3 If You approve sample Products supplied by Us then You shall have no claim in respect of, nor any right to reject, the Products, provided those Products are of the same description, specification, quality, and fitness for purpose as the sample.

 

4. Delivery and performance

4.1 We shall deliver the Products to the location set out in the Order or such other location as the parties may agree ("Delivery Location"). We will use Our reasonable commercial endeavors to ensure delivery and/or performance on the dates specified in the Order, but dates for delivery and/or performance are estimates only and are not guaranteed. Time is not of the essence in relation to such dates and late delivery or performance shall not entitle You to cancel the Order. They are also subject to any matter beyond Our reasonable control.

4.2 Delivery shall be deemed to occur:

4.2.1 where Products are delivered by Us to You: at the time when the Products arrive at the Delivery Location; or

4.2.2 where Products are collected by You: on collection from the designated collection address and in any event, no later than 3 Working Days after You have been notified that the Products are available for collection in accordance with clause 4.9.

4.3 Where we require the return of any packaging material, You shall make any such packaging materials available for collection at such times as We shall reasonably request. Returns of packaging materials shall be at Our expense.

4.4 If Products are to be delivered in installments, each delivery shall constitute a separate and distinct contract.  Failure by Us to deliver, or a claim by You regarding, any installment under a separate and distinct contract shall not entitle You to repudiate and/or terminate the Contract as a whole or any other separate and distinct contract or Order.

4.5 Where Services are to be performed in stages, each stage shall constitute a separate and distinct contract. Failure by Us to deliver or any claim by You in respect of, any stage under a separate and distinct contract shall not entitle You to repudiate and/or terminate the Contract as a whole or any other separate and distinct contract or Order.

4.6 We shall not be required to fulfill Orders for Products and/or Services in the sequence in which they are placed.

4.7 You shall procure during normal working hours that We have free rights of access to the Delivery Location or the relevant location to perform the Services. You shall be responsible at Your own cost for all arrangements to unload the Products when delivered to You. Unless otherwise agreed in writing, delivery of Products and performance of Services will be made between 0800 hours and 1700 hours, Sunday to Thursday, excluding public holidays in Saudi Arabia and the country of the Delivery Location (“Working Days”).

4.8 If You fail or refuse to take delivery of any Products and/or to allow performance of the Services then We shall be entitled to withhold delivery and/or performance of those Products and/or Services and to treat the Contract for that particular Order as repudiated by You.  If any delay to take delivery of any Products is caused by You, We may store the Products for at least 7 Working Days in accordance with clause 4.9, and charge You for all related costs and expenses (including insurance).

4.9 If We agree that the Products are to be collected from Us by You then You shall collect the Products within 3 Working Days of being notified that the Products are ready for collection. If the Products are not collected by You within this time We may store the Products at Your expense and risk until collection.

4.10 If after 7 Working Days, you do not rectify the failure or refusal to take delivery of Products or to allow performance of the Services under clause 4.9, or You do not collect the Products from Us within the time period specified in clause 4.9, We may in Our discretion sell or otherwise dispose of part or all of the Products and will no longer make the Services available to you.

4.11 Where the quantity of Products delivered is not in accordance with the Order, You must notify Us within 3 working days of delivery or within 1 day of delivery in relation to cell therapy or gene therapy Products. We will remedy any shortfall in delivery where We consider an error in the order has occurred solely by Us.

4.12 If We accept that any Services we have supplied have not been supplied in accordance with the Contract We will perform such Services again so that they are in accordance with the Contract.

 

5. Damaged and Defective Products

5.1 Any Products which are alleged to be defective or damaged must be notified to Us within 5 Working Days of delivery or collection, or within 1 day of delivery or collection in relation to cell therapy or gene therapy Products, with a written report of the alleged defect or damage, and where reasonable and if requested by Us be returned to Us within 10 Working Days of the date of delivery or collection in their original boxes and packaging for inspection. We will alert the Product manufacturer as quickly as reasonably possible and:

5.1.1. if the Products are confirmed as being defective then a credit for the price of the defective Products or replacement will only be issued by Us as authorized by the manufacturer concerned, and whichever option is provided is at the discretion of the manufacturer and/or Us; and

5.1.2. if the Products are confirmed as being damaged then either a refund or credit will be offered to You at Our discretion.

5.2 We will not accept Product returns except solely where agreed by Us in accordance with these T&Cs or in relation to a Product recall.

5.3 If, after the time periods referred to in clause 5.1 have passed and You have not raised any allegations of defective or damaged Products, You are deemed to have accepted the Products.

 

6. Postponement and Cancellation

6.1 We may comply with reasonable requests by You for postponement of delivery and/or performance but shall be under no obligation to do so. Where delivery and/or performance is postponed at Your request and We have agreed to that postponement, then We may require that You pay all Our costs and expenses incurred as a result including, but not limited to, reasonable charges for storage, transportation, and insurance. In addition, You shall be obliged to pay for the Products and/or Services in accordance with clause 7 as if delivery and/or performance had not been postponed.

6.2 If You wish to cancel an Order which has been accepted by Us, you must notify us immediately.  Except where cancellation occurs in accordance with clause 8.1, at Our discretion, we may agree to the cancellation of the Order and termination of the relevant Contract.  Our agreement to terminate the Contract for that Order will only be effective upon one of Our authorized representatives agreeing to it in writing.  Notwithstanding our acceptance of a cancellation, We may require in Our discretion that You indemnify Us in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges, and expenses incurred by Us as a result of cancellation.

6.3 If you purport to cancel an Order without our consent and/or refuse to accept delivery of ordered Products and/or the performance of any ordered Services You will:

6.3.1 have no further recourse against Us under the Contract; and

6.3.2 indemnify and keep Us indemnified against any and all lost profits, costs (including increased administration costs and legal costs on a full indemnity basis), expenses, damages, and any other loss and/or Liability suffered by Us as a result.

 

7. Price, Payment, and Credit Limit

7.1 The price of the Products and/or the Services shall be as specified in the Quotation or where no Quotation is signed by Us and You, as otherwise specified in writing by Our authorized representatives and confirmed in a written order. Except as otherwise stated, prices are exclusive of any transport, packaging, and/or insurance costs and are exclusive of any applicable taxes and duties for which You shall additionally be liable.

7.2 Where any taxable supply for Value Added Tax or similar tax purposes is made under the Contract by Us to You, You shall, on receipt of an invoice from Us, pay to Us such additional amounts in respect of such Value Added Tax or similar tax as are chargeable on the supply of the Services or Products at the same time as payment is due for the supply of the Services or Products.

7.3 We may increase Our prices where an increase in costs, expenses, and/or materials is suffered by Us (including, without limitation, any factor outside of Our control such as any foreign exchange fluctuation, currency regulation, and alteration of duties). You will be informed in advance and in writing by Us of any price increases for the Products and/or the Services as soon as practicable after we become aware of any changes. You may cancel without Liability any Contract in relation to which the price is to be increased, provided that the notice of cancellation is received by Us before the change becomes effective.

7.4 If You do not cancel the Contract for the provision of the Products and/or Services before the price increase becomes effective then the price increase shall take effect for the Products and/or Services ordered by You.

7.5 Unless otherwise agreed in writing by Us or specified in the Quotation:

7.5.1 Our terms of payment are 30 days from the date of invoice;

7.5.2 time for payment shall be of the essence;

7.5.3 all invoices issued on a pro-forma basis are due for immediate payment; and

7.5.4 payment of an invoice shall be in full and in cleared funds to a bank account nominated in writing by Us.

7.6 If You fail to make any payment in full on the due date then, without prejudice to any other right or remedy available, We may charge You any reasonable additional administration costs and/or interest (both before and after judgment) on the amount unpaid at the rate of 4% per annum above the base rate from time to time of Our bank.

7.7 We may invoice each delivery of Products and/or stage of the Services separately.  We will render an invoice to You at any time and/or at any stage during the performance of the Contract.

7.8 You shall pay all sums due to Us without any set-off, deduction, counterclaim, and/or any other withholding. Payment shall not be deemed to be made until We have received either cash or cleared funds in respect of the full amount outstanding.

7.9 If payment in full is not made to Us when due then We may withhold or suspend future or current deliveries of the Products and/or performance of the Services and delivery and/or performance under any other agreement with You and/or cancel the Contract.

7.10 If any Services are canceled, the Contract is terminated, or delivery and/or performance is suspended before the completion of the Services, We are entitled to be paid on a quantum meruit basis for that part of the Services performed. We may invoice You accordingly and such monies shall be due for payment in accordance with clause 7.5.

7.11 We may set a reasonable credit limit for You. We may refuse to accept orders for Products and/or Services and/or suspend or withhold delivery of Products and/or Services if such Products and/or Services would result in You exceeding or you have exceeded Your credit limit.

​

8. Specification, Intellectual Property Rights, and Confidentiality

8.1 Specifications supplied by Us to You shall only be approximate unless stated in the Quotation or otherwise agreed in writing. If there is an error in the specification made by Us in the Quotation or as otherwise agreed in writing by Us, where that error is material and it has been relied upon by You, You may cancel that part of the Contract only which is affected by the error without Liability due to the cancellation in respect of that part canceled.

8.2 The quantity, quality, description, and/or specification for the Products and/or the Services shall be that set out in Your Order. You are responsible for checking the Order and satisfying Yourself that any specification given is accurate and adequate for the Products and/or Services.

8.3 We shall have no liability for errors in any specification or details supplied by You. We will use all reasonable endeavors to provide final products to the same specification as proofs or samples, however, no guarantee is expressed or implied that the entire consignment of Products will have the same specification as the sample.

8.4 We warrant that, where Products are supplied by description and not sample, on delivery, the Products will comply with their description in the Order in all material respects. We warrant that the Services will be provided using reasonable care and skill.

8.5 You shall not make any modification to the Products or their packaging, nor alter, remove, or tamper with any trademarks used on or in relation to the Products and/or Services. All intellectual property rights (including without limitation all patents, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) skill and/or know-how, and other similar rights, whether existing now and/or in the future, wherever existing in the world together with the right to apply for protection of the same):

8.5.1    in the Products and/or their packaging shall be owned by Us or the relevant manufacturer (as appropriate) absolutely;

8.5.2    arising from the Services shall be owned by Us absolutely (excluding materials provided by You to Us in order to perform the Services).

8.6 You will at Our cost and request, do all acts and/or things and execute all documents and/or deeds to give effect to clause 8.5 above and/or to assist Us in the application, registration, renewal, and/or protection of such intellectual property rights.

8.7 We reserve absolutely all rights to be identified as the authors of any works arising and/or generated from the Services in accordance Saudi Authority for Intellectual Property. We may utilize for the benefit of Our other customers any skill and/or know-how developed and/or acquired in the performance of the Services.

8.8 We grant to You a non-exclusive royalty-free license to use within the Field of Use all intellectual property rights owned by Us which arise solely from the Services except that We shall be entitled to use such intellectual property rights inside and outside of the Field of Use for ourselves and for conducting other research and/or projects for Our other customers. All rights and licenses not specifically and expressly granted to and conferred upon You by the Contract are for all purposes reserved to Us.

8.9 We may terminate the license granted under clause 8.8 at any time with immediate effect upon notice if any of the events in clause 10.2 occur in relation to You and/or if You use, attempt to use, and/or We reasonably suspect that you intend to use the intellectual property rights (specified in clause 8.5) arising from the Services otherwise than in accordance with the Contract.

8.10 You grant to Us a fully paid-up, non-exclusive, royalty-free license to copy and modify any materials provided by You to Us for the term of the Contract for the purpose of providing the Services.

8.11 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 8.12.

8.12 Each party may disclose the other party's confidential information:

8.12.1 to its employees, officers, representatives, contractors or subcontracts, or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party's confidential information comply with this Clause 8; and

8.12.2 as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

8.13 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

 

9. Property and Risk

9.1 Risk in the General Products under an Order shall pass to You at the time of delivery as identified in clause 4.2.

9.2 We shall retain the title of the General Products under an Order until We have received payment in full in cash or cleared funds of all sums due and/or owing in relation to those General Products.

9.3 Until We have received full payment for General Products supplied to You, You shall store the General Products separately from any products or goods belonging to You or any third party and the General Products must be clearly identified as being Our property. You agree that Our employees and/or agents shall be entitled to enter Your premises to check compliance with this clause, and You agree to provide them with access.  You shall properly store and protect the General Products and keep the General Products insured for the price at which the General Products were sold to You against all insurable risks and shall hold any proceeds of such policy of insurance relating to the General Products on trust for Us and account to Us for any proceeds of such policy of insurance relating to the General Products upon receipt of the same. Any monies received from You by Us in accordance with this clause shall not discharge Your liability to pay the price for the General Products plus interest accrued in accordance with clause 7.6 but shall be set off against such liability.

9.4 In the event that there is no payment due for the General Products provided by Us to You, the title shall pass to You at the time of delivery as defined in clause 4.2.

9.5 Title to the Clinical Trial Products and liability for risk of loss or damage shall pass from Us to You immediately after We have purchased and ourselves acquired title to the relevant Clinical Trial Products.  You shall be responsible for arranging insurance in respect of the Clinical Trial Products immediately after We have purchased the relevant Clinical Trial Products. We shall only be liable for any damage caused to the Clinical Trial Products, on a contractual or non-contractual basis, to the extent that such damage is caused by Our wilful misconduct or recklessness.

 

10. Termination and Default

10.1 Without affecting any other right or remedy available to it, either party may terminate a Contract by giving the other party not less than 12 months' written notice.

10.2 If You:-

10.2.1 fail to make payment to Us when due;

10.2.2 breach the terms of the Contract and, if capable of remedy, have not remedied the breach within 10 Working Days of receiving notice requiring it to be remedied;

10.2.3 persistently breach any one or more terms of the Contract;

10.2.4    pledge or charge any Products which remain Our property, or cease or threaten to cease to carry on business, or propose to compound with Your creditors, apply for an interim order under Section 252 Insolvency Act 1986 or have a Bankruptcy Petition presented against You, enter into voluntary or compulsory liquidation, have a receiver, administrator or administrative receiver appointed over all or any of Your assets, or take or suffer any similar action in any jurisdiction;

10.2.5    appear from Your credit rating to be financially unable to meet Your obligations under the contract; and/or

10.2.6 appear reasonably to Us to be about to suffer any of the events described in 10.2.4 and 10.2.5;

then We shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 10.3.

10.3 If any of the events in clause 10.2 occur in relation to You then:-

10.3.1    We may enter, without prior notice, and You shall give us access to, any of Your premises (or premises of third parties, of which You shall procure that We are given access to) where Products owned by Us may be and repossess and dispose of or sell any Products found which are owned by Us so as to discharge any sums due to Us under this Contract or any other agreement with You;

10.3.2 We may require You not to re-sell or part with the possession of any Products owned by Us until You have paid in full all sums due to Us under the Contract or any other agreement;

10.3.3 We may withhold delivery of any undelivered Products and/or performance of any Services and stop any Products in transit and/or cease any Services in progress;

10.3.4 We may cancel, terminate and/or suspend without Liability to You any agreement with You; and/or

10.3.5 All monies owed by You to Us shall become due and payable immediately.

10.4 Additionally, if any of the events in clauses 10.2.4 – 10.2.6 occurs in relation to You, We shall have a lien over all property or goods belonging to You in Our possession in respect of all sums due from You to Us, and upon the termination of the Contract if monies due to Us from You have not been paid within 7 Working Days of termination We may sell any property or goods over which We have a lien (and You agree that We may give good title for such property and/or goods) and shall apply the proceeds of sale firstly in discharging any costs or expenses of sale, secondly in repaying any interest or expenses owed by You to Us, thirdly in payment of any principal sums owed to Us and fourthly We shall account to You for the remainder (if any).

 

11. Limitations On Liability

11.1 We shall have no Liability:

11.1.1 for any loss arising from the use of the Product by an end user unless such Liability can be demonstrated to have arisen as a direct result of our wilful misconduct or recklessness in handling the supply of the Product;

11.1.2 for any defect in the Products caused or contributed to as a result of the Products being used for display or demonstration purposes or being handled by You or Your customers;

11.1.3  for defective Products and/or Services where (i) the defect has been caused or contributed to by You to the extent so contributed; (ii) You continue to use the Products or Services after giving notice of defect under clause 5; (iii) the defect arises because You failed to follow Our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; (iv) the defect arises as a result of Our following instructions from You to alter or amend the Products; (v) You alter or repair the Products without Our consent; or (vi) the defect arises as a result of wilful damage or negligence by You;

11.1.4 to You for breach of warranty where the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards;

11.1.5 to You if the price for the Products and/or the Services has not been paid in full by the due date for payment;

11.1.6 to You for defective or damaged Products and/or Services and incorrect quantity of Products delivered unless the event is notified to Us within the appropriate time limit set out in the Contract;

11.1.7 to You for Products not despatched or Products lost in transit unless the event is notified to Us within 3 Working Days of such event occurring;

11.1.8 for damage, loss, liability, claims, costs, or expenses caused or contributed to by the continued use of defective Products and/or Services after a defect has become apparent or suspected or should reasonably have become apparent to You;

11.1.9 to You to the extent that You are covered by any insurance policy and You shall ensure that Your insurers waive any and all rights of subrogation they have against Us;

11.1.10 for any consequential losses, including but not limited to: loss of profits and/or damage to goodwill; economic and/or other similar losses; special damages and indirect losses; and/or business interruption, loss of business, contracts, opportunity, and/or production.

11.2 You shall:

11.2.1 give Us an opportunity to remedy any matter for which We are liable before You incur any costs and/or expenses in remedying the matter Yourself;

11.2.2 produce to Us written evidence of any claims you allege that We are liable together with written details of how the loss was caused and the steps taken by You to mitigate the loss;

11.2.3 be under a duty to mitigate any loss, damage, costs, or expenses that You may suffer (including by maintaining an adequate stock of Products).

11.3 Our total Liability to You shall not exceed:

11.3.1 in respect of any claims relating to Clinical Trials Products, an amount equal to 10 (ten) percent of the value of the Clinical Trials Products to which the relevant claim relates; or

11.3.2 in respect of any other claims, SAR 1,000,000 (1 million Saudi Riyals).

11.4 Each of the limitations and/or exclusions on liability in the Contract shall be deemed to be applicable for each of:

11.4.1 Liability for breach of contract;

11.4.2 Liability in tort (including negligence);

11.4.3 Liability for breach of statutory duty;

11.4.4 Liability for breach of Saudi Trade Law, except clause 11.3 above which shall apply once only in respect of all the said types of Liability; and

11.4.5  All warranties, terms, conditions, and duties implied by law relating to fitness, quality, or adequacy are excluded to the fullest extent permitted by law.

11.5 Nothing in the Contract shall exclude or limit Our Liability for death or personal injury due to Our negligence or any Liability which is due to Our fraud or fraudulent misrepresentation or any other liability which it is not permitted to exclude or limit as a matter of law.

11.6 You will indemnify and keep indemnified Us against any and all losses, proceedings, lost profits, damages, awards, expenses, costs (including increased administration costs and legal costs on a full indemnity basis), claims, actions and any other losses and/or liabilities suffered by Us and arising directly or indirectly from or due to:

11.6.1 any loss arising from the use of the Product by an end user unless such Liability can be demonstrated to have arisen as a direct result of Our actions in handling the supply of the Product;

11.6.2 any breach of contract, any tortious act and/or omission, and/or any breach of statutory duty by You;

11.6.3 any breach by You of Sanctions Laws; and/or

11.6.4 Our use of specifications, details, and/or stipulations supplied by You.

 

12. Data Privacy

12.1 Where We process your personal data in relation to the purchase of Products or Services under the Contract We will comply with any applicable data protection legislation currently in force, including but not limited to

 

13. Anti-Bribery and Corruption

13.1 Both We and You shall not, and shall procure that Our and Your respective directors, employees, agents, representatives, contractors, or sub-contractors shall not, engage in any activity, practice, or conduct which would constitute an offense under any anti-bribery and anti-corruption laws, regulations and codes in any jurisdiction, including but not limited to the Anti-Money Laundry of Saudi Arabia 20217 and the UK Bribery Act 2010 and, where applicable, the US Foreign Corrupt Practices Act 1977.

 

14. Modern Slavery

14.1 Both parties shall and shall procure that its directors and employees shall at all relevant times (a) comply (a) comply with the provisions of Anti-Trafficking in Persons Law Royal Decree no. M/40, dated 21/7/1430H; (b) not engage in any activity, practice, or conduct that would constitute an offense under the Anti-Trafficking and Modern Slavery Statement of AcedrA if such activity, practice, or conduct were carried out in the Kingdom of Saudi Arabia; and (c) take all reasonable steps to ensure that slavery and human trafficking are not taking place in its business or its Supply Chain.

 

15. Sanctions

15.1 Both We and You acknowledge the existence of Sanctions Laws. We shall ensure that We comply with all applicable Sanctions Laws to which We are subject, including those of any jurisdiction where We are located or incorporated. You shall ensure that You comply with all applicable Sanctions Laws to which You are subject, including those of any jurisdiction where You are located or incorporated.

15.2 Both We and You shall not take any action or refrain from taking any action which would, or would in the reasonable opinion of the party subject to Sanctions Laws, cause the such party to breach such Sanctions Laws.

15.3 You shall carry out appropriate due diligence with regard to any third party to whom the Products or Services are re-sold, re-supplied, re-exported, or re-transferred. You shall ensure that You have no knowledge or reasonable cause to suspect that any activities related to the Products or Services will, either directly or indirectly, involve any Sanctioned Person or will otherwise be in breach of Sanctions Laws.

15.4 In the event of Us or You becoming a Sanctioned Person, the other party may terminate any Contracts with immediate effect and without payment of compensation.

 

16. General

16.1 No waiver by Us of any breach of the Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision. If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.

16.2 Either party shall have no Liability to the other for any delay in performance of the Contract (other than in relation to payment) where such delay is due to events outside the affected party's reasonable control including without limitation to acts of Allah, war, flood, fire, labor disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions, and any other similar events. If a party is affected by such events then the time for performance shall be extended for a period equal to the period that such events delayed performance.

16.3 You shall not assign Your interest in the Contract (or any part) without Our written consent. We may assign, transfer, or sub-contract all or any part of our obligations and/or interest in the Contract to any third party without notice.

16.4 All third-party rights are excluded and no third party shall have any right to enforce the Contract. Any right of a third party to enforce the Contract may be varied and/or extinguished by agreement between the parties to the Contract without the consent of the such third party.

16.5 The Contract is governed by and interpreted in accordance with the Kingdom of Saudi Arabia law and the parties agree to submit to the exclusive jurisdiction of the Saudi Courts.

AcedrA T&Cs of Purchases

Consumer Information Obligations

Our main activity within AcedrA relates to the supply of packaged goods/goods that are packaged to the final user of the packaging, someone who will discard that packaging. This could be postal packaging, such as if we sell products to a distributor who removes our packaging and repackages the products, or it could be selling a packaging product to the final end user. To this end, we are required under the Consumer information obligations to give our customers information about:

  • return, collection, and recovery systems they can use

  • their role in reusing, recovering, and recycling packaging and packaging waste

  • what do recovery and recycling symbols on the packaging mean

  • how to get copies of waste strategy guidance

In order to achieve this AcedrA has provided links below to the relevant government websites that provide this information.

the Saudi Investment Recycling Company (SIRC)

AcedrA Tax Strategy

BACKGROUND

AcedrA is a trusted Regional and Local Leader in the highly regulated pharmaceutical industry dedicated to enabling quicker and broader access to critical medicines around the world for patients with unmet needs. Our mission is to deliver the right medicine to the right patient at the right time.

AcedrA provides innovative pre and post-launch niche services to pharmaceutical and Biotechnology companies to help them accelerate development and access to their medicines and is a ’ go-to place for healthcare professionals to gain access to these critical medicines in licensed and unlicensed markets. Supplying customers in over 8 countries and shipping over 3 million units annually our business activities incur a substantial amount and variety of taxes, including corporate income tax, business rates, stamp taxes, and in the Kingdon of Saudi Arabia, employer’s national insurance. In addition, we collect and pay employment taxes and indirect taxes such as VAT.

AcedrA’s core values, outlined in “Our DNA”, encourage honesty and transparency, and we pride ourselves on our integrity and openness and empower our staff to challenge management if these principles are not adhered to.

In accordance with the Saudi Finance Laws for Companies, this strategy has been published online and applies to AcedrA and all its subsidiaries and applies from the date of publication until it is superseded.

 

OUR APPROACH TO RISK MANAGEMENT AND GOVERNANCE

AcedrA identifies and manages risks and opportunities, including tax risk, that may affect the achievement of its strategic objectives and business plans, its shareholder value, and its reputation, through its risk management process. The Board has responsibility for establishing and maintaining the internal control systems which are monitored to ensure compliance with laws and regulations. The Chief Financial Officer provides updates to the Board on key risks and controls within the company.

Tax risk arises due to the complexity of tax legislation and potential differences in interpretation, and in relation to AcedrA’s business operating model. AcedrA has established policies and procedures to ensure the integrity of its tax filings and other tax compliance obligations in the Kingdom of Saudi Arabia and worldwide, and our processes are subject to the same level of internal controls, review, and external audit as the rest of the business. Tax risk is viewed no differently than any other business risk encountered.

For routine and established tax compliance procedures, we have a very low tolerance for risk and aim for a high standard of accuracy and compliance with reporting procedures and deadlines.

AcedrA has appropriately qualified finance resources who receive the necessary guidance and training to keep up to date with new tax legislation and are supported to seek additional professional tax advice where appropriate. The finance resource maintains regular lines of communication with the commercial and functional teams across the business to ensure the tax effects of business developments are identified and understood.

 

OUR ATTITUDE TO TAX PLANNING

We have a responsibility to our shareholders to ensure our operations and financial activities are conducted in a tax-efficient manner. We aim to structure our operations and finances in a tax-efficient manner which may include tax planning. This tax planning is seeking to maximize shareholders' value by utilizing available tax reliefs, incentives, and exemptions where appropriate and ensuring that any arrangements are in the spirit of and comply with the tax legislation in question. Professional advice is sought on a transactional basis, with the depth of that advice driven by our assessment of the risk presented and the level of complexity involved.

 

LEVEL OF TAX RISK WE ARE PREPARED TO ACCEPT

AcedrA’s approach to tax planning is to ensure compliance with tax laws and regulations, both in the Kingdom of Saudi Arabia and worldwide, and to ensure that we identify and mitigate tax risks. Tax risk is assessed for each significant transaction. We have no defined limit of the risk we are prepared to accept, we will assess, manage and mitigate the tax risk to an acceptable level on a case-by-case basis. We maintain relationships with reputable external tax advisors that allow us to seek expert advice on specialist areas of tax, and in situations where the tax law is unclear or where internal expertise is insufficient.

 

OUR APPROACH TO DEALING WITH TAX AUTHORITIES

AcedrA seeks to ensure its engagement with the Saudi Zakat, Tax and Customs Authority (and other tax authorities in other jurisdictions) is professional, open and honest, and undertaken in the spirit of cooperation. Our aim is to work collaboratively and proactively with tax authorities to resolve matters arising which may include areas such as where legislation or guidance is unclear and there is a significant tax impact. We aim to respond to requests for information in a timely manner and we submit all returns on time. Where appropriate the company seeks advance clearance from tax authorities on the proposed tax treatment of transactions.

​

Reviewed and Updated on 20th of March 2023

AcedrA Board of Directors

AcedrA CEO Department

AcedrA Compliance Department

AcedrA Finance Department

AcedrA Operations Department

Acedra Commercial Department

​

Hotline: (Toll-Free) 8001240411

legal.affairs@acedrarx.com

bottom of page