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Terms and Conditions of Sale

1. Definitions & Interpretation

1.1 Definition

In these Terms and Conditions:

"Sanofi Pasteur" means Sanofi Pasteur Pty Limited ABN 79 085 258 797 and its successors and assigns;

" Buyer " means the person or company placing an order with Sanofi Pasteur for the purchase of Products;

"Handling Fees" means the handling fees including freight determined by Sanofi Pasteur from time to time for handling the Products;

"Minimum Order Value" means the minimum order value for Products determined by Sanofi Pasteur being $300;

"Products" means all products supplied by Sanofi Pasteur in accordance with these Terms and Conditions, to the Buyer or as the Buyer may direct;

"Terms & Conditions" means these terms and conditions.

1.2 Interpretation
In these Terms & Conditions, headings are included for convenience only and do not affect interpretation.

2. Orders

2.1 These Terms & Conditions shall apply to all orders for the Products placed by the Buyer with Sanofi Pasteur to the exclusion of all other terms and conditions unless otherwise expressly agreed in writing.    The acceptance of the delivery of the Products by the Buyer carries with it acceptance of these Terms & Conditions.

2.2 Handling Fees will be payable on any order under $500   unless otherwise agreed upon in writing by Sanofi Pasteur.

3. Sanofi Pasteur may decline orders

Sanofi Pasteur reserves the right to accept in whole or part any order or decline any order for Products.

4. Cancellation of orders

Once lodged with Sanofi Pasteur, the Buyer may not cancel or delay delivery of an order without Sanofi Pasteur's prior written consent.

5. Dispatch

Every endeavour will be made to dispatch Products ordered for immediate delivery no later than forty-eight (48) working hours following receipt of the order by Sanofi Pasteur.

6. Licences and compliance

The Buyer must obtain all necessary licences and comply with all appropriate Commonwealth and State laws and regulations.

7. Price

Prices are subject to alteration without notice and will be those prices which are applicable on the day of the Buyer's order.

8. Alterations to Terms and Conditions

Sanofi Pasteur may, at any time and from time to time, alter these Terms and Conditions.

9. Back orders

Products which are temporarily out of stock will only be placed on back order upon receipt by Sanofi Pasteur of the Buyer's written request.

10 Delivery

10.1 At Sanofi Pasteur's option, deliveries of Products may be made by third parties on behalf of Sanofi Pasteur.

10.2 Products will be delivered using methods and carriers selected by Sanofi Pasteur.

10.3 If a Buyer requests arrangements for the transportation and delivery of Products other than those selected by Sanofi Pasteur, Sanofi Pasteur will accept no responsibility for loss or damage (including but not limited to economic or consequential loss) of any kind whatsoever occurring during or arising out of or incidental to such transportation or delivery.

10.4  Unless otherwise agreed to by Sanofi Pasteur, Products will be delivered during Sanofi Pasteur's normal business hours.  

Deliveries of Products outside the normal business hours of Sanofi Pasteur may be subject to additional delivery charges determined by Sanofi Pasteur.

10.5 Where delivery of Products is effected by way of part delivery, Sanofi Pasteur shall invoice the Buyer only for those Products delivered.

10.6 Sanofi Pasteur shall not be liable for any loss or damage (including but not limited to consequential loss or damage) arising from delay in delivery or failure to deliver Products due to circumstances beyond its reasonable control and the Buyer shall accept and pay for Products notwithstanding late delivery.

10.7 Delivery of Products shall be deemed to be effected as follows:

(a) FIS - when Products are made available for unloading at the Buyer's nominated delivery site from Sanofi Pasteur's nominated carrier.

(b) FOB - when Products are loaded onto the Buyer's nominated carrier's vehicle at Sanofi Pasteur's premises.

(c) FOR - when Products are made available to the rail carrier.

10.8 The Buyer shall be responsible for and shall indemnify Sanofi Pasteur for loss or damage to Products from the time of delivery until paid for in full.

10.9 Shortages in delivery of Products must be reported to Sanofi Pasteur by the Buyer immediately upon receipt.

10.10  Products damaged upon delivery shall be reported to Sanofi Pasteur within five (5) business days of receipt of those Products by the Buyer.

11. Claims

Sanofi Pasteur will only consider claims in respect of pricing errors, short delivery, damaged Products or delivery of incorrect Products upon receipt of the claim in writing.

12. Shelf life

Sanofi Pasteur warrants that all Products shall have a shelf life of not less than 3 months from the date of dispatch from Sanofi Pasteur premises.

13. Return of Products

13.1 No Products shall be returned without the prior consent of Sanofi Pasteur and then only by the carrier nominated by Sanofi Pasteur.   Where Products are returned without such consent, the same shall be returned to the Buyer at the Buyer's expense.

13.2 Sanofi Pasteur will only accept return of Products from the Buyer which comply with clause 12.  

13.3 Products returned as a result of a product defect will be considered "defective" if the deficiency relates to the appearance, the labelling, identity, quantity, safety, stability and efficacy of the Product and / or its components including primary or secondary packaging which is not immediately visible on exterior inspection of the shelf pack

13.4 All returned Products must be unused and undamaged and carefully packed in their original packing so as to be in a saleable condition and compliant with Sanofi Pasteur Quality Operations procedures with their original marks and sales order or invoice numbers unaltered.

13.5 All claims of whatsoever nature shall be deemed waived unless made in writing within five (5) business days of the Buyer's receipt of the Products, with the exception of claims for product defects, which shall be deemed waived unless made in writing no later than seven (7) business days before the expiry date of the Product.

14. Terms of Payment

14.1 Payment for Products shall be made by the Buyer to Sanofi Pasteur on or before thirty (30) days following the date on which Products are invoiced, notwithstanding any claims for credit.

14.2 Where payments for Products are overdue, Sanofi Pasteur may, at its option, either cancel orders forthwith or suspend delivery of Products and reserve the right to charge interest at the rate of 1% over the ninety (90) days bank bill rate normally charged by Citibank, on the overdue amount, calculated daily

14.3 Sanofi Pasteur has the absolute right to terminate the Buyer's credit account at any time, and in such event the Buyer will not be entitled to any compensation in respect of such termination.

14.4 On becoming a customer of Sanofi Pasteur, the Buyer agrees that Sanofi Pasteur has the right to make any enquires from any credit reporting agency to ascertain the credit and financial suitability of the Buyer.   If another credit provider is in possession or control of a credit report about the Buyer, the Buyer agrees to the disclosure of the credit report to Sanofi Pasteur for the purpose of assessing the Buyer's credit application.

14.5 All prices are net and are not subject to settlement, discount or retention.

14.6 The Buyer agrees that all cost incurred by Sanofi Pasteur in the recovery of unpaid accounts including but not limited to commissions and fees paid to Sanofi Pasteur's agents shall be paid by the Buyer.

15. Indemnity

15.1 Without prejudice to any other rights Sanofi Pasteur may have, the Buyer shall indemnify Sanofi Pasteur for any loss, damage or expense incurred by Sanofi Pasteur should the Buyer cancel any order or part thereof or breach any term hereof.

15.2 The Buyer shall indemnify Sanofi Pasteur against all claims, losses, liability and expenses on account of any injury or death of persons or damage to property arising out of Buyer's unloading, storage, or handling of the Products.

15.3 The Buyer convenants that neither it nor its agents or employees shall make any representations, statements or warranties to customer which are different, more onerous, or inconsistent with any Sanofi Pasteur warranty or with any details set out in any Product literature or other publication issued by Sanofi Pasteur.   The Buyer agrees to indemnify Sanofi Pasteur against and hold Sanofi Pasteur harmless from all or any claims, liability, obligations, losses, expenses or damages arising out of any representations, statements or warranties made by the Buyer, its agents or employees.

16. Imported Products

Sanofi Pasteur does not warrant that the importation of Products from any other country is free of infringement of any patents of the importing country, nor that use of such Products in any country is free from infringement.

•  Retention of Title

17.1 Sanofi Pasteur shall retain title to the Products supplied by it to the Buyer until it has received all monies which are owing by the Buyer to Sanofi Pasteur.

17.2 The Buyer acknowledges that until full payment is made for all Products, the Buyer holds Products as bailee of Sanofi Pasteur and that a fiduciary relationship exists between the Buyer and Sanofi Pasteur.

17.3 The Buyer acknowledges that if it sells any Products, it sells them as a fiduciary agent of Sanofi Pasteur provided that such sales do not give rise to any obligations on the part of Sanofi Pasteur.

17.4 Products owned by Sanofi Pasteur and in the possession of the Buyer shall be stored by the Buyer in such a manner as to be identifiable as the property of Sanofi Pasteur.

17.5 In the event that payment by the Buyer to Sanofi Pasteur is overdue or the agreement is terminated for any reason whatsoever:

          (a) Sanofi Pasteur shall be entitled to repossess Products owned by it and shall also be entitled whether by itself or through its agents, without notice, to enter at any time on the Buyer's premises for this purpose; and

          (b) Until payment is made for all monies owing by the Buyer to Sanofi Pasteur, the Buyer shall not be entitled to dispose of, sell, charge or otherwise encumber the Products without the prior written consent of Sanofi Pasteur provided that nothing in this clause shall prevent the Buyer from selling Products to its customers in the ordinary course of its business.

17.6 If the Buyer sells the Products in a manner such that Sanofi Pasteur' title is extinguished or postponed, then any funds received by the Buyer from such sale shall be set aside and held in trust for Sanofi Pasteur and Sanofi Pasteur will be entitled to trace and receive the proceeds of any such sale.

17.7 Sanofi Pasteur may exercise any of its rights under clause 17 within thirty (30) days from the invoice date notwithstanding that monies may not yet be due for the Products.

17.8 If Products are used in such a manner that they become a constituent part of another object then the Buyer will be deemed to have sold the Product and the Buyer agrees that the proceeds of such sale will be held in trust for Sanofi Pasteur.

17.9  The Buyer will insure the Products for so long as they shall remain Sanofi Pasteur's property.

17.10  Sanofi Pasteur will be entitled to receive insurance proceeds or trace insurance proceeds received in respect of any Products.

18. Quotations

A quotation from Sanofi Pasteur to the Buyer is an offer to sell only upon these Terms and Conditions and remains current for thirty (30) days only from the date submitted unless previouslywithdrawn in writing by Sanofi Pasteur.

19. Characteristics of Products

19.1 The Buyer expressly agrees that if the Products, which are the subject of any order, are for a particular purpose or are required to possess certain characteristics, the Buyer shall specify that purpose or those characteristics in writing in the order.

19.2 If the Buyer does not specify the particular purposes or the special uniform characteristics in accordance with Clause 19.1 and Sanofi Pasteur does not expressly confirm in writing that the Products are reasonably fit for the specific purpose or that the Products possess the specified characteristics, then the Buyer agrees that it did not rely on the skill or judgement of Sanofi Pasteur in relation to the suitability of the Products for a particular purpose or the special or uniform characteristics possessed by the Products.

20. Identification of Products

Any description of Products in Sanofi Pasteur' price list or elsewhere shall be by way of identification only and the use of such description shall not create a sale by description.   Sanofi Pasteur reserves the right at any time to alter material specifications in its promotional literature to reflect changes made after the date of such publication.

21. Force majeure

Sanofi Pasteur shall under no circumstances be liable to the Buyer for any loss of use, loss of profit or any loss suffered by the Buyer (including but not limited to consequential loss) as a result of any delay or suspension or cancellation of delivery of the Products due to the existence of force majeure, that is, anything beyond the reasonable control of Sanofi Pasteur.

22. Defects and liability

22.1 The Buyer shall notify Sanofi Pasteur of any defects in the Products within five (5) days of delivery to the Buyer.

22.2 Credits for defective Products will be calculated using the original net invoice price.

22.3 No claim for credit will be accepted on Products:

(a) supplied in shelf packs, unless such Products are returned in the original undamaged shelf packs, except where such shelf packs have been damaged by an Sanofi Pasteur carrier;

(b) whose shelf life has expired which have, or the packaging of which has been marked or defaced or damaged or interfered with in any way other than by an Sanofi Pasteur carrier;

(c) which have or the packaging of which has been opened or used in any way; or

(d) which have not been stored in accordance with the directions on the packaging or instructions provided by Sanofi Pasteur.

22.4 Sanofi Pasteur shall not have any liability if defects have been caused by abnormal or incorrect conditions for operation, use, storage pending use, accident, misuse or negligence by the Buyer, its employees, servants or agents nor if the Product is not used in accordance with Sanofi Pasteur's guidelines or instructions issued from time to time.

22.5 To the extent permitted by law:

(a) Sanofi Pasteur excludes all warranties, conditions, representations or obligations of whatsoever nature relating to the Products;

(b) Sanofi Pasteur' sole and exclusive liability is the obligation to replace Products or granting the Buyer credit for the value of the defective Products after examination of the Products and confirmation of the alleged defects by Sanofi Pasteur.   Sanofi Pasteur will not be liable for any loss or damage whatsoever, including incidental, special, consequential or general damages (suchas, but not limited to, loss of profits, loss of business or claims by third parties) arising from any cause whatsoever and Sanofi Pasteur' total liability to the Buyer and generally in respect of Products shall be as set out in this clause 22.5 (b); and

  Rights may be conferred upon the Buyer or a customer or obligations imposed upon Sanofi Pasteur by state and federal legislation in Australia which cannot be excluded.   If so, the above provisions in this clause 22.5 should be read subject to those rights, provided that Sanofi Pasteur expressly limits its liability under any such legislation to the minimum extent permitted by law.

23. Buyer's Advice to Customers

Whilst Sanofi Pasteur may provide technical and marketing assistance, the Buyer is responsible for advising its customers about the application of the Products, the fitness for particular purposes and their use generally.

24. Changes

Sanofi Pasteur shall not be bound to accept any change in product dimension, materials or finish, areduction in the quality ordered or other particulars of an order for Products after Sanofi Pasteur has ordered special materials or commenced manufacture.

25. Non Sanofi

In the case of Products or components thereof which are not solely of Sanofi Pasteur's manufacture, Sanofi Pasteur shall give the Buyer, and use its best endeavours to enforce at the cost and of the benefit of the Buyer, such warranties and guarantees as Sanofi Pasteur has obtained from its suppliers.

26. Technical Advice

26.1 Sanofi Pasteur shall not be responsible for the consequence of any technical advice given by its employees in connection with the use of the Products.   The Buyer agrees that any representations or advice made or given are made or given on the basis that:

(a) Sanofi Pasteur assumes no obligation or liability whatsoever for those representations or advice or for any results obtained; and

(b)  All such advice is accepted by the Buyer entirely at the Buyer's risk.

27. Sales and Tax

Any taxes duties or Government charges (including penalties, interest and goods and services tax) imposed upon Sanofi Pasteur relating to the Products shall be an additional charge to the Buyer and the Buyer will indemnify Sanofi Pasteur against any such liability however and whenever arising.

28. Sanofi Pasteur not Subcontractor

Nothing in these terms and conditions shall constitute Sanofi Pasteur as a subcontractor of the Buyer.   Sanofi Pasteur's obligations are limited to those of materials supplier.

29. Packing

Unless otherwise requested in writing, prices quoted provide for Sanofi Pasteur's standard packing.

30. Electronic Data Interchange

30.1 Sanofi Pasteur and the Buyer may conduct business by Electronic Data Interchange ("EDI").   The Buyer agrees that if it has the capability compatible with Sanofi Pasteur's, EDI is the preferred method of conducting business.

30.2 Sanofi Pasteur and the Buyer agree that EDI will be conducted in accordance with the terms of any Electronic Trading Partner Agreement to which they are parties and into which these general terms and conditions of sale are incorporated.

31. Monthly Report (applicable to wholesalers only)

The Buyer agrees to provide Sanofi Pasteur with a monthly electronic report by the 15 th day of each month including the following information for the preceding month:-

(a) Total purchases by SKU using Sanofi Pasteur product code;

(b) Product description by SKU;

(c) The total quantity of Products purchased;

(d) The total value of Products purchased;

(e) The total sales and stock on hand at each Depot.

32. On Sale Limitations

Goods sold to the Buyer must be used by the Buyer in accordance with the terms on which they have been sold to the Buyer by Sanofi Pasteur. The Products may not be used for any other purpose and may only be resold to pharmacies for retail supply to consumers. The Buyer may only export the Products with the prior written consent of Sanofi Pasteur, in which event the Buyer agrees to indemnify Sanofi Pasteur for any liability that may arise.

33. Governing Laws

These Terms and Conditions and any contract including them shall be governed by the laws of the State of New South Wales and Sanofi Pasteur and the Buyer submit to the jurisdiction of the Courts of New South Wales.

35. Effective Date

            These Terms and Conditions are effective as at 1st  July, 2009.

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Last update: 18/05/2021