1. These terms and conditions ("Terms") supplement the Conditions of Sale attached as Appendix 2 to these Terms and apply to the products listed in Appendix 1 (the "Products") to be supplied by Pfizer Limited ("Pfizer") to the Account Name specified in Appendix 1 ("You") with effect from the date specified in Appendix 1 (the ("Effective Date") until the end date specified in Appendix 1 (the "End Date").
2. Pfizer shall, in relation to each pack of Product purchased by You from Pfizer between the Effective Date and the End Date and between the minimum and maximum volumes set out in Appendix 1, reimburse You with a value equivalent to the "LSP Invoice" price for the relevant Product listed in Appendix 1 less the "Deal Price" listed in Appendix 1 (the "Rebate"). For the avoidance of doubt, the Rebate will be calculated and paid net of any other Pfizer discount available.
3. In consideration of the Rebate, You agree to use Your best endeavours to dispense branded versions of the relevant Products against all prescriptions presented to pharmacies within Your Group for such Products, regardless of whether the prescription has been written by reference to the relevant Product's brand name or generic name.
4. The availability of the Rebate is conditional upon You allowing Pfizer and/or its external auditors and/or its nominated representatives, on reasonable notice, access to Your premises (whether local or central) to review stock on shelves or, if you prefer, to view data from your pharmacy computer for the purpose of ensuring these Terms are being or have been complied with. You acknowledge that these requirements are essential for the proper administration of these Terms.
5. For the duration of these Terms and for at least five years afterwards Pfizer will keep confidential any data which it receives as a result of access to the data referred to in paragraph 4 above, except in so far as the data is already known to Pfizer, is or becomes available in the public domain through no fault of Pfizer or is received by Pfizer from a third party.
6. For the avoidance of doubt, these Terms and the availability of the Rebate shall apply in respect of Your dispensing business only (and not in relation to any wholesale activities that You may be engaged in).
7. In the event that any of Your dispensing branches are sold or You acquire new dispensing branches, then You shall notify Pfizer as soon as reasonably practicable and in any event within 4 calendar weeks of such sale or acquisition. Such notification to be in writing and addressed to "Policy & Contracts Team", Pfizer Limited, Dorking Road, Tadworth, Surrey, KT20 7NS or by email to UK.PGP.Pricing@pfizer.com.
8. Pfizer shall calculate the total Rebate due to You on a monthly basis. The Rebate shall be paid monthly in arrears by BACS transfer to the account nominated by You in writing from time to time. The Rebate will be paid as soon as reasonably practicable following Pfizer's verification of the Rebate due to You.
9. You represent, warrant and undertake to Pfizer that:
(a) You have the full power, right and authority to enter into these Terms and that You will comply with all relevant laws, regulations, codes of practice, operating procedures and guidelines and will obtain and maintain all covenants, licences, approvals and permissions necessary to fulfil your obligations under these Terms; and
(b) You will not (directly or indirectly) offer, pay or authorise the offer/ payment of any money or the giving of anything of value or do any other thing in order to exert improper influence on any Government Official; and
(c) You have not (directly or indirectly) in the five (5) years immediately preceding these Terms offered, paid or authorised the offer/payment of any money or the giving of anything of value or the doing of any thing in order to exert improper influence on any Government Official.
"Government Official" includes any NHS healthcare professional, elected or appointed government official and any officer, employee or person acting for or on behalf of any of the following: local or central government; a public body (including international bodies); and a political party or candidate for public office (including election candidates, party members and administrative staff employed by political parties).
10. During the continuance of these Terms and for a period of three (3) years after the final payment from Pfizer has been made under them, You shall promptly arrange for Pfizer and its auditors to have such access to records relating to the arrangements covered by these Terms as they may reasonably require in order to verify the propriety of any payments (including disbursements, expenses or charges) proposed or made to or by You.
11. In these Terms, "Group" shall mean You (as defined in Appendix 1 to these Terms), Your holding company, Your subsidiary undertakings and any subsidiary undertakings of Your holding company and "holding company" and "subsidiary undertaking" shall have the meaning defined in the Companies Act 1985. You agree to provide Pfizer, immediately on request, with a comprehensive list of the members of Your Group.
12. Pfizer reserves the right to amend these Terms or any aspect of them from time to time and without notice. If Pfizer has accepted an order from You, any such amendment shall only take effect after the fulfilment of that particular order.
13. Both Pfizer and You shall be entitled to discontinue these Terms without cause before the End Date by giving fifteen (15) days' written notice to the other to that effect. In view of the damage that may be caused to Pfizer's business by association with any unethical behaviour, Pfizer shall be entitled to end these Terms immediately by written notice to You if clause 11 is breached or if Pfizer discovers that improper payments are being or have been made to any Government Official by or on behalf of You (whether in connection with these Terms or not).
14. This arrangement is personal to You and may not be assigned by You without Pfizer's prior written consent.
15. These Terms shall be governed by, and construed in accordance with, English law.
