Contracting and Ordering Support for VAXELISTM (Diphtheria and Tetanus Toxoids and Acellular Pertussis, Inactivated Poliovirus, Haemophilus b Conjugate and Hepatitis B Vaccine)
Contract Inquiry
Complete the following information about you and your practice and a Sanofi Pasteur representative will be in touch with you to discuss contract options for VAXELIS.
VAXELIS is made possible by Merck and Sanofi Pasteur through a joint-partnership. The name of the joint-partnership is MSP Vaccine Company.
SANOFI PASTEUR INC.
PRODUCTS - TERMS AND CONDITIONS OF SALE
2021
- All Claims and disputes arising under or relating to this Agreement are to be exclusively and finally determined by binding arbitration in the state of New York, or another location mutually agreeable to the parties, there shall be no right or authority for any Claims to be arbitrated on a class action basis, and there shall be no entitlement to join or consolidate claims. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association, or if applicable, under its Procedures for Large, Complex Commercial Disputes. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in areas of law applicable to the asserted Claims, and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be or has been at any time employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. This arbitration shall be governed by, and construed in accordance with, the laws of the state of New York without giving effect to the choice of law principles thereof.
- Definition of Claims.
As used herein, “Claims” shall
mean any and all liabilities, disputes and
expenses whatsoever including, without
limitation, claims, adversary proceedings
(whether before a court, administrative
agency or any other tribunal), damages
(whether compensatory, multiple, exemplary
or punitive), judgments, awards, penalties,
settlements, investigations, costs,
responses to subpoenas or other governmental
directives and reasonable attorneys' fees
and disbursements with respect to any claims
that may be sustained, suffered or incurred
by a Party hereto.
APPLICABLE LAW - This agreement shall be deemed to have been executed and delivered in Swiftwater, Pennsylvania. Except as otherwise provided herein, this agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by the internal laws of the Commonwealth of Pennsylvania, including the Uniform Commercial Code as enacted in that jurisdiction, without giving effect to the principles of conflicts of law thereof.
- The jurisdiction and venue of any legal proceedings for the resolution of disputes arising under or in connection with this agreement shall be in the federal or state courts of the Commonwealth of Pennsylvania. In any suit by Sanofi Pasteur for nonpayment or breach of contract, Sanofi Pasteur shall be entitled to recover all costs of suit, including reasonable attorneys' fees and an interest fee of the lesser of 1.5% per month or the maximum permissible rate.
- In the event that any one or more of these Terms and Conditions is held invalid, illegal, or unenforceable, such provision or provisions shall be severed and the remaining Terms and Conditions shall remain binding and effective.
- Waiver by Sanofi Pasteur of any breach of
these Terms and Conditions shall not be
construed as a waiver of any other breach,
and failure to exercise any right arising
from any default hereunder shall not be
deemed a waiver of such right which may be
exercised at any subsequent time.
CUSTOMER ELIGIBILITY - The following Customers are eligible to
purchase products directly from Sanofi
Pasteur, including but not limited to
licensed wholesalers and physician
distributors (collectively hereinafter
"distributors"); federal, state, and local
government entities; physicians and nurse
practitioners in private practice;
pharmacies; hospitals, clinics, and contract
Customers.
CLAIMS FOR LOSS OR DAMAGE IN SHIPMENTS - Claims for loss, shortage, breakage,
leakage, or other damage occurring in
transit must be submitted to Sanofi Pasteur
at its headquarters within 10 days from date
of invoice, for replacement or credit of
affected product(s), which includes but is
not limited to vaccines, in accordance with
the Merchandise for Return section. The sole
and exclusive remedy of Customer is Sanofi
Pasteur credit or replacement, as
applicable, of affected product(s); Customer
agrees that no other remedy (including, but
not limited to, incidental, consequential,
or other damages of any kind) shall be
available. Loss, shortage, breakage,
leakage, or other damage claims must also be
accompanied by freight bill with notation by
the common carrier of the loss, shortage,
breakage, or damage, or accompanied by the
carrier's concealed loss or damage report
where the loss is of a concealed nature.
Where loss, shortage, breakage, leakage, or
other damage has occurred in transit,
Customer agrees to cooperate fully with
Sanofi Pasteur in Sanofi Pasteur's effort to
establish a claim against the transportation
company. Claims submitted without
appropriate documentation will be
denied.
CORRESPONDENCE - All communication relative to order
fulfillment should be directed to Customer's
Sanofi Pasteur Representative, Customer
Service via www.vaccineshoppe.com
at any time, or via phone toll-free at
1-800-VACCINE (1-800-822-2463), Monday
through Friday, between 8:30 AM and 6:00 PM
Eastern Time.
CUSTOMER CLAIMS - All claims involving discounts, pricing,
credits, or returns, must be reported to
Sanofi Pasteur's headquarters within 6 (six)
months from the date of invoice for the
purchase in question. Inappropriate
deductions taken from Customer payments,
including but not limited to those made
after this deadline, will be reflected
against the account and could jeopardize
future shipments on open terms. (Claims
concerning chargebacks or for loss,
shortage, leakage, breakage, or other damage
occurring in transit are covered elsewhere
in these Terms and Conditions and are
excluded from this provision.)
CUSTOMER REPORTS - Customer shall comply with all applicable
federal and state laws, rules, and
regulations. As part of the cost reporting
process or otherwise, Customer may be
obligated to report and provide information
concerning any discounts or rebates provided
by Sanofi Pasteur pursuant to 42 U.S.C.
§ 1320a-7b(b)(3)(A) and/or 42 C.F.R.
§ 1001.952(h)(1), other federal or
state laws, or agreements with third-party
payers.
CONTRACT CUSTOMERS - In the event that Customer has entered into
a written contract with Sanofi Pasteur, and
in the event any of the Terms and Conditions
set forth herein conflict with those
contained in such contract, the Terms and
Conditions of the contract shall
prevail.
DATED PRODUCTS - All of the products listed in the Sanofi
Pasteur Catalog or supplemental price lists
carry an expiration date. Products are not
to be used after the expiration date printed
on the product label.
FORCE MAJEURE - Sanofi Pasteur shall not be liable for
delays in shipment, reductions of shipment
amounts or default in delivery for any cause
beyond its reasonable control including, but
not limited to (a) an actual or potential
national shortage of any product(s); (b)
actions by federal, state or local
governmental agencies, units, bodies, or
officials relating to an actual or potential
national shortage of any product(s),
including but not limited to orders,
guidelines, recommendations, or requests to
limit, alter or change product sales or
distribution or to limit the persons who
should be vaccinated; (c) government action
(to the extent such action is not covered by
the preceding subparagraph), public health
emergencies, pandemic, war, riots, civil
commotion, embargoes, acts of terrorism or
martial laws; (d) Sanofi Pasteur's inability
to obtain necessary materials from its usual
sources of supply; (e) shortage of labor,
raw material, production or transportation
facilities, or other delays in transit; (f)
labor difficulty involving employees of
Sanofi Pasteur or others; (g) fire, flood or
other casualty; (h) Acts of God; or (i)
other contingencies of manufacture or
shipment. In the event of any delay in
Sanofi Pasteur's performance due in whole or
in part to any cause beyond its reasonable
control, Sanofi Pasteur shall have such
additional time for performance as may be
reasonably necessary under the
circumstances. If by reason of any such
force majeure event, the quantities of any
product(s), or any other materials used in
the production thereof, reasonably available
to Sanofi Pasteur shall be less than its
total needs to fulfill orders or
reservations for product(s), Sanofi Pasteur
may allocate its available supply of any
such product(s) among its existing or
prospective buyers and/or its affiliates in
such manner as Sanofi Pasteur deems proper,
without thereby incurring liability for
failure to perform under any applicable
agreement.
FORMULAE - The formulae shown in the Sanofi Pasteur
Catalog are those in use at the time of
publication. Sanofi Pasteur reserves the
right to make changes without notice
whenever advances in medical science or
therapeutic knowledge justify such action.
Such changes and those made necessary by
revisions of the U.S.P./N.F. standards make
it necessary that Customers be cautioned to
rely upon the label statements appearing
upon the package rather than the Sanofi
Pasteur Catalog information.
LIMITATION OF REMEDIES - Sanofi Pasteur shall not be liable for
incidental or consequential losses, damages
or expenses, directly or indirectly arising
from the sale, handling, use or misuse of
the goods, or from any other cause with
respect to the product(s) contracted for in
this agreement, whether such claim is based
upon breach of contract, breach of warranty,
negligence, strict liability in tort, or any
other legal theory.
MERCHANDISE FOR RETURN - All returns must comply with federal and
state laws and regulations. With the
exception of the products listed below,
Sanofi Pasteur offers 100% credit (credit
based on the invoice purchase price that is
net of an prompt pay or other discount(s))
upon expiration on all Sanofi Pasteur
product(s) purchased directly from Sanofi
Pasteur that are returned within 1 year
after the expiration date. All expired
product(s) must be shipped prepaid to Sanofi
Pasteur c/o Inmar, Inc. 3845 Grand Lakes
Way, Suite 125, Grand Prairie, TX 75050.
Collect shipments will not be accepted. All
returns must have a Return Authorization
form completed on the Inmar portal at https://returns.healthcare.inmar.com.
Please contact Customer Service for
instructions on returning product due to
physical defect or for purchases not made
directly from Sanofi Pasteur. All product(s)
manufactured by Sanofi Pasteur and returned
to Sanofi Pasteur at Inmar, Inc. will be
destroyed. If Customer has any questions
regarding the Return Authorization or Return
Goods Policy, please contact Customer
Service at Sanofi Pasteur's headquarters at
1-800-VACCINE (1-800-822-2463).
- The Return Goods Policy is subject
to change without prior
notification, and does not provide
any return rights for:
- Any of the Fluzone®, Influenza Vaccines and Flublok®, Influenza Vaccine, subject to certain contractual, promotional, and program exceptions;
- Imogam® Rabies-HT, Rabies Immune Globulin (Human) USP, Heat Treated
- YF-VAX®, Yellow Fever Vaccine
- The Return Goods Policy is subject
to change without prior
notification, and does not provide
any return rights for:
- Direct purchases of Influenza vaccines may be returned within 180 days of expiration for Federal Excise Tax credit.
- Sanofi Pasteur reserves the right to designate additional specific products or product configurations as not returnable for exchange or credit.
- Further, Sanofi Pasteur shall not be responsible for, and shall not accept returns of, product(s) adversely affected by force majeure conditions, including but not limited to power outages, flood or other utility or weather-related occurrences.
- Product(s) not purchased directly from Sanofi Pasteur should be returned to the site of purchase under their terms of sales. Indirectly purchased product(s) can be returned to Sanofi Pasteur upon expiration for destruction only.
- Sanofi Pasteur Representatives are not permitted to deliver or pick up product(s) from Customer for return. Sanofi Pasteur Representatives may offer information about the return policy; however, the ultimate decision and the responsibility for selecting the items and making the return rest with the Customer.
- Sanofi Pasteur product(s) supplied through the federal Vaccines for Children program or any other government program contract where product(s) are purchased under special conditions will not be exchanged or replaced. Sanofi Pasteur will continue to accept these product(s) for proper disposal.
- For product(s) not manufactured by Sanofi
Pasteur, product(s) will be accepted for
return according to the manufacturer's
policy.
ORDERS - To order or learn more about special offers, please contact a Sanofi Pasteur Representative, log onto www.vaccineshoppe.coma at any time, or call Customer Service, toll-free, at 1-800-VACCINE (1-800-822-2463), Monday through Friday, between 8:30 AM and 6:00 PM Eastern Time.
- Upon reservation, confirmation, and ordering of product, a customer commits to purchasing the amount and type of product reserved/confirmed/ordered specified.
- Actual delivery shall occur and title to merchandise sold will pass to Customer upon delivery at Customer's destination. All shipments are made by common carrier and additional charges apply for specially requested overnight shipments. Should Customer have a question regarding Customer shipment, please contact a Sanofi Pasteur Representative or call Customer Service at Sanofi Pasteur's corporate headquarters, toll-free at 1-800-VACCINE (1-800-822-2463), Monday through Friday, between 8:30 AM and 6:00 PM Eastern Time.
- If Customer orders within 1 month for any individual product(s) are in excess of 150% of the Customer's average monthly purchases calculated over the previous 6 months, then Sanofi Pasteur reserves the right to reduce, defer, backorder, not accept, or fulfill such orders.
- If Customer does not have an established ordering pattern of monthly purchases for individual product(s), then Sanofi Pasteur reserves the right to evaluate the purchase and establish a maximum quantity that will be supplied.
- All orders are subject to acceptance by Sanofi Pasteur at its corporate headquarters.
- Entire Agreement. Acceptance of orders,
whether oral or written, is based on the
express condition that Customer agrees to
all of the Terms and Conditions contained
herein. Acceptance of delivery by Customer
will constitute Buyer's assent to these
Terms and Conditions. These Terms and
Conditions, together with any terms on the
face side hereof [or in any document
executed simultaneously by Sanofi Pasteur
and Customer], represent the complete
agreement of the parties, and no terms or
conditions in any way adding to, modifying,
or otherwise changing the provisions stated
herein, including by custom, usage of trade,
or course of dealing or performance, shall
be binding upon Sanofi Pasteur unless made
in writing and signed and approved by an
officer of Sanofi Pasteur. No modification
of any of these terms will be affected by
Sanofi Pasteur's shipment of product(s)
following receipt of Customer's purchase
order, shipping request, or similar forms
containing printed Terms and Conditions
conflicting or inconsistent with the terms
herein.
OUR GUARANTY - Sanofi Pasteur guarantees that any product(s) comprising any shipment or other delivery made by Sanofi Pasteur shall not be, at the time of such shipment or delivery, adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, as amended and in effect at the time of said shipment or delivery (the "Act"), or within the meaning of any applicable state or local law in which the definitions of adulteration or misbranding are substantially the same as those contained in the Act; and such merchandise is not, at the time of such shipment or delivery, merchandise which may not be introduced into interstate commerce under the provisions of sections 404 or 505 of the Act; and such merchandise is merchandise which may be legally transported or sold under the provisions of any other applicable federal, state, or local laws, rules or regulations. Notwithstanding the foregoing, no guarantee is made with respect to merchandise which becomes adulterated or misbranded within the meaning of the Act by reason of causes beyond the control of Sanofi Pasteur.
- THE WARRANTIES DESCRIBED IN THIS SECTION AND
IN SANOFI PASTEUR'S TERMS AND CONDITIONS OF
SALE FOR PRODUCTS ARE THE SOLE AND EXCLUSIVE
WARRANTIES OFFERED BY SANOFI PASTEUR
REGARDING PRODUCTS SOLD HEREUNDER. ALL OTHER
WARRANTIES, WHETHER EXPRESSED OR IMPLIED BY
OPERATION OF LAW OR OTHERWISE, INCLUDING BUT
NOT LIMITED TO ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, ARE HEREBY DISCLAIMED.
PAYMENT TERMS - Invoices should be paid in full within 30 days (or at contract terms, if applicable) of the invoice date. Sanofi Pasteur reserves the right to charge a fee of the lesser of 1.5% per month or the maximum permissible rate if payment is not received within terms.
- Customers who have prepayment status are required to make payment prior to their order being processed.
- Regardless of Sanofi Pasteur's terms offered above, if the cash discount due date falls on a Saturday, Sunday, or a federal or bank holiday, the discount is considered earned if payment is received no later than the next banking day.
- Customer shall be responsible for paying all applicable federal, state, and local taxes and excises in effect at the time product is shipped by Sanofi Pasteur.
- Federal Excise Tax is not subject to any discounts. Payment may be sent to the remittance address indicated on the invoice. Payment by check is recognized when received at the lock-box address indicated on the invoice. MasterCard®, VISA®, Discover®, and American Express®, Electronic Check Payment at www.vaccineshoppe.com and check by phone are accepted as payment for purchases. All accounts shall be paid in United States Dollars.
- Arrangements for establishing payment via
Electronic Fund Transfer may be made by
contacting Credit Services at 1-800-VACCINE
(1-800-822-2463).
CREDIT TERMS - Sanofi Pasteur reserves the right to charge fees to those customers associated with the collection process. Fees may include but not be limited to litigation cost, dunning, returned check/ACH/Wire transfers, or credit card decline charges.
- All new and existing customer accounts are subject to the review of the Credit Services department and any customer account given credit terms is at the sole discretion of the Credit Services department and subject to change without prior notification.
- Any account that exhibits a poor or negligent (delinquent) payment history may have terms removed and will need to prepay for orders or reservations and/or be subject to the next steps in the collection process including third party collections and litigation.
- Customer becomes subject to account closure upon being sent to third party collections.
- Accounts that have prepayment terms can be reviewed at the customer's request once a successful payment history has been established and will be based on a credit check. (This process will take a minimum of 6-12 months.)
- Fluzone Performance Credits that remain open on account(s) for greater than 18 months are subject to forfeiture.
- Sanofi Pasteur reserves the right to apply open credits to all accounts with open invoices and/or open debit balances.
- Dormant accounts (inactive) that have credit
balances in excess of 2 years will be
subject to the escheatment process.
GENERAL CREDIT AND REFUND REQUIREMENTS - Sanofi Pasteur may, at its discretion, process a Credit Transaction when a valid Transaction was previously processed and the Cardholder either cancelled the Transaction later or returned the goods.
- Sanofi Pasteur will not reverse credit card payment transactions unless Sanofi Pasteur is at fault. It may take up to 30 days for the issuing bank to pass the credit along to the customer. Customer should contact their issuing bank to see what their policy is regarding refunds to credit cards.
- Customers who have a credit open on account
can request a refund check as long as there
are no past due invoices open on
account.
PRICES - Orders will be invoiced at prices in effect at the time that Sanofi Pasteur accepts the order, unless a Sanofi Pasteur program states otherwise.
- All prices are subject to change without notice.
- Please address all requests for price quotations to a Sanofi Pasteur Representative or call Customer Service at 1-800-VACCINE (1-800-822-2463).
- Customer shall comply with all applicable
federal and state laws, rules, and
regulations. As part of the cost reporting
process or otherwise, Customer may be
obligated to report and provide information
concerning any discounts or rebates provided
in the purchase of product(s) pursuant to 42
U.S.C. § 1320a-7b(b)(3)(A) and/or 42
C.F.R. § 1001.952(h)(1), other federal
or state laws, or agreements with third
party payers.
STORAGE AND HANDLING - Customers taking physical possession of Sanofi Pasteur product(s) are fully responsible for complying with all applicable federal, state, and local laws and regulations relating to the storage, handling, and distribution of such products.