Terms & Conditions
Abacus Medicine LTD - Terms & Conditions of Sale
Last updated: October 2026
1. Introduction
These Terms and Conditions of Sale (“Terms”) govern the sale, purchase, and transportation of Parallel Imported Medicinal Products supplied by Abacus Medicines Limited (“Supplier”) to customers (“Purchaser”).
2. Purpose
The purpose of this Agreement is to establish the respective rights, obligations, and responsibilities of the Purchaser and the Supplier in relation to the purchase, sale, and transportation of Parallel Imported Medicinal Products and to ensure compliance with all applicable laws, regulations, and guidelines governing the distribution of medicinal products.
Where activities are conducted within the United Kingdom, the Parties shall ensure compliance with the applicable requirements of Good Distribution Practice (“GDP”) for Medicinal Products for Human Use, including, without limitation, the Human Medicines Regulations 2012 (as amended) and the MHRA Green Guide 2022, Rules and Guidance for Pharmaceutical Distributors (5th Edition), together with any amendments, replacements, or successor legislation and guidance issued from time to time.
3. Definitions
In these conditions of sale (the “Conditions”):
“Seller” means Abacus Medicine Limited, a company incorporated in England and Wales with registered office at Abbey House 282 Farnborough Road, GU14 7NA Farnborough, United Kingdom, registered under company number 08809771.
“Buyer” means the person, firm, company or other legal entity purchasing the Goods from the Seller.
“Goods” means the medicinal products and any related products supplied by the seller under these T&Cs.
“Parties” means the Seller and the Buyer, and “Party” shall mean either of them
“Order” means the Buyer’s written or electronic request for the supply the Goods.
“Containers” includes pallets, crates, boxes, drums, beams and any other packaging or containers used for storage, handling or transportation of the Goods.
“Recommendations for Storage” means the storage and transportation requirements specified in the applicable Summary of Product Characteristics (SmPC), product labelling, package leaflet, manufacturer’s instructions or any other regulatory-approved product information applicable to the Goods.
“Contract” means any agreements between the Seller and the Buyer for the sale and purchase of the Goods incorporating these conditions.
“GDP” means the current principles and guidelines of Good Distribution Practice for Medicinal Products for Human Use, as applicable in the United Kingdom and as published or adopted by the Medicines and Healthcare products Regulatory Agency (“MHRA”), as amended from time to time.
The headings in these Conditions are included for convenience only and shall not affect their interpretation or construction.
4. Incorporation of conditions
4.1. The Seller shall sell and the Buyer shall purchase the Goods subject to these Conditions, which shall apply to and form part of every Contract. The Buyer’s acceptance of delivery of the Goods, placement of an Order, or any act consistent with acceptance of the Goods or performance of the Contract shall constitute conclusive evidence of the Buyer’s acceptance of these Conditions.
4.2. These Conditions shall prevail over and exclude any terms or conditions contained in or referred to in the Buyer’s purchase order, correspondence, standard terms and conditions, or any other document or communication issued by the Buyer. No terms or conditions submitted, proposed or stipulated by the Buyer shall form part of any Contract unless expressly agreed in writing by the Seller.
4.3. No amendment, variation, or modification of these Conditions shall be effective unless made in writing and expressly approved by a duly authorised representative of the Seller.
4.4. The Buyer acknowledges that the Goods are medicinal products and agrees to comply with all applicable laws, regulations, licence requirements and Good Distribution Practice (GDP) obligations relating to the receipt, storage, handling, transportation, export, supply and distribution of the Goods. Refer to section 11.
5. Acceptance of orders
5.1. Any quotation, price list, catalogue, marketing material or other pricing information issued or made available by the Seller is provided for information purposes only and shall not constitute an offer capable of acceptance by the Buyer. The Seller reserves the right to withdraw, amend or revise any quotation or proposed terms at any time prior to acceptance of an Order (“Acceptance”).
5.2. Acceptance of an Order shall only be effective if communicated by the Seller in writing, including by electronic means, or otherwise confirmed by a duly authorised representative of the Seller. Dispatch or delivery of the Goods pursuant to an Order shall constitute Acceptance of that Order.
5.3. The Buyer shall be responsible for ensuring the accuracy and completeness of all information contained in an Order, including quantities, specifications, delivery details and any other instructions relating to the supply of the Goods.
5.4. All Orders are accepted subject to the availability of the Goods at the time of dispatch. The Seller reserves the right, at its sole discretion, to refuse or cancel any Order where the Goods are unavailable or where the Seller is otherwise unable to fulfil the Order.
5.5. Each Order accepted by the Seller shall constitute a separate Contract between the Parties. Where Goods are supplied by instalments, each instalment shall be deemed to constitute a separate Contract and no failure, delay or defect in any one instalment shall entitle the Buyer to terminate or repudiate any other instalment or Contract.
5.6. The Seller reserves the right to refuse, suspend or discontinue the supply of Goods to the Buyer unless and until the Seller is satisfied that the Buyer:
(a) holds and maintains all licenses, authorisations, permits, registrations and approvals required under applicable laws and regulations;
(b) complies with all applicable Good Distribution Practice (“GDP”) requirements and other regulatory obligations relating to the receipt, storage, transportation, handling, export, supply and distribution of the Goods;
(c) maintains adequate systems and procedures for product traceability, complaint handling
and product recall;
(d) has implemented and maintains an effective product recall procedure capable of supporting
any recall initiated by a competent regulatory authority or reasonably requested by the Seller;
and
(e) will provide such information and evidence of compliance as the Seller may reasonably
require from time to time.
5.7. Where the Seller reasonably believes that the Buyer no longer complies with the requirements
set out in Clause 3.6, the Seller may immediately suspend or cease the supply of Goods until
such time as the Seller is satisfied that compliance has been restored.
6. Prices
6.1. Subheading Unless otherwise agreed in writing, all prices are quoted exclusively of Value Added
Tax (“VAT”) and any other applicable taxes, duties, levies, customs charges, import charges,
permits, licenses or clearance costs, which shall be payable by the Buyer in addition to the price
of the Goods.
6.2. Unless otherwise agreed in writing, prices include standard delivery charges to the agreed
delivery location. Where, at the Buyer’s request, the Seller agrees to provide expedited, special,
urgent or non-standard delivery services, the Seller reserves the right to charge the Buyer the
additional costs incurred in providing such services.
6.3. The price of the Goods specified in the Seller’s Acceptance shall remain fixed for the quantities covered by that accepted Order.
6.4. Where delivery of Goods is delayed, postponed, backordered or made by instalments, the price
stated in the applicable Acceptance shall continue to apply to the undelivered balance of that
Order unless otherwise agreed in writing between the Parties.
6.5. The Parties may agree revised pricing in writing for any new Order, amendment to an existing Order, or any additional quantities requested by the Buyer after Acceptance.
7. Payment
7.1. Unless otherwise agreed in writing, all prices are quoted exclusively of Value Added Tax (“VAT”) and any other applicable taxes, duties, levies, customs charges, import charges, permits, licenses or clearance costs, which shall be payable by the Buyer in addition to the price of the Goods.
7.2. Unless otherwise agreed in writing, prices include standard delivery charges to the agreed delivery location. Where, at the Buyer’s request, the Seller agrees to provide expedited, special, urgent or non-standard delivery services, the Seller reserves the right to charge the Buyer the additional costs incurred in providing such services.
7.3. The price of the Goods specified in the Seller’s Acceptance shall remain fixed for the quantities covered by that accepted Order.
7.4. Where delivery of Goods is delayed, postponed, backordered or made by instalments, the price stated in the applicable Acceptance shall continue to apply to the undelivered balance of that Order unless otherwise agreed in writing between the Parties.
7.5. The Parties may agree revised pricing in writing for any new Order, amendment to an existing Order, or any additional quantities requested by the Buyer after Acceptance.
8. Delivery
8.1. Any dates, times or periods for delivery quoted by the Seller are estimates only and shall not be of the essence. The Seller shall not be liable for any delay in delivery or failure to meet any estimated delivery date, nor for any costs, losses, charges or expenses incurred by the Buyer arising from such delay. Accordingly, the Buyer shall not be entitled to refuse delivery of the Goods, cancel any Order or terminate any Contract solely because of any such delay.
8.2. Delivery shall take place:
8.2.1. where the Seller undertakes delivery, upon completion of unloading of the Goods from the
Seller’s vehicle or carrier at the delivery address specified by the Buyer; or
8.2.2. where the Buyer collects the Goods, upon loading the Goods onto the Buyer’s vehicle or
other transport at the Seller’s premises.
8.2.3. Risk in the Goods shall pass to the Buyer upon delivery in accordance with Clause 6.2 or, if
earlier, when the Goods are made available for collection by the Buyer.
8.2.4. The Seller shall not be liable for any delay in delivery arising from the Buyer’s failure to
provide, in a timely manner, any information, instructions, licenses, permits, approvals, guarantees, deposits or other assistance reasonably required by the Seller. The Buyer shall
indemnify the Seller against any reasonable costs, charges, losses or expenses incurred because of such delay
9. Quantities
9.1. Where Goods are supplied in minimum pack sizes, carton quantities or other specified multiples, the Seller may supply such Goods only in those multiples. Any Order submitted for a
quantity that is not a permitted multiple may, at the Seller’s discretion, be adjusted to the nearest permitted multiple and invoiced accordingly.
9.2. The Seller shall invoice the Buyer only for the quantity of Goods delivered. Where the quantity delivered is less than the quantity ordered, the undelivered balance may, at the Seller’s
discretion, be cancelled or placed on backorder for future delivery.
10. Loss, damage or non-delivery
10.1. Where the Buyer collects the Goods or arranges transportation through its own carrier, the
Seller shall not be liable for any loss, damage, deterioration or temperature excursion
occurring after delivery in accordance with Clause 6.2.2.
10.2. The Buyer shall inspect the Goods as soon as reasonably practicable following delivery and shall notify the Seller in writing of any shortage, damage, defect or discrepancy within three (3) Business Days of delivery. Failure to provide such notice within that period shall be deemed acceptance of the Goods, except in respect of defects which could not reasonably have been identified upon inspection.
10.3. Upon receipt of a notification under Clause 8.2, the Buyer shall retain the Goods, together with all original packaging and associated documentation, and make them available for inspection by the Seller. The Seller shall use reasonable endeavours to carry out such inspection within fourteen (14) calendar days of receiving the notification.
10.4. The Seller shall not be liable for any alleged shortage, defect, damage or non-conformity unless the Buyer has complied fully with the requirements of Clauses 10.2 and 10.3.
10.5. Firm Sale and Non-Returnable Goods
Except where:
10.5.1. the Goods have been supplied in error by the Seller;
10.5.2. the Goods are defective upon delivery;
10.5.3. the Goods are subject to a recall, market withdrawal or similar regulatory action initiated by a competent authority, manufacturer or the Seller; or
10.5.4. the Seller has expressly agreed in writing to accept a return,
10.5.5. all Goods are supplied on a firm sale, non-returnable basis and the Buyer shall have no right to return any Goods or receive any refund, credit or replacement.
10.6. The Seller reserves the right to reject any request to return Goods where the integrity, quality, provenance, storage conditions, transportation conditions or regulatory status of the Goods cannot be verified to the Seller’s reasonable satisfaction.
11. GDP
| Activity | Responsibility | ||
|---|---|---|---|
| Supplier | Customer | ||
| Legal authorisation to trade medicinal products | Maintain all licences, authorisations, registrations, permits and approvals required to purchase, possess, import, export, distribute, supply or otherwise deal with medicinal products. | X | X |
| Notify the other Party without undue delay of any suspension, restriction, revocation, expiry, variation or material change to such authorisations. | X | X | |
| Where the Customer is a Healthcare Professional, warrant that it is legally authorised to procure, possess, use and/or supply the medicinal products purchased and complies with applicable legal, regulatory and professional requirements. | X | ||
| Verify that medicinal products are supplied only to appropriately authorised customers. | X | ||
| Provide copies of licenses, registrations, professional authorisations or other evidence reasonably requested. | X | ||
| Reserve the right to suspend, refuse or discontinue supply where verification cannot be satisfactorily completed. | X | ||
| Quality Management | Maintain a quality management system by defining responsibilities, processes, and quality risk management principles. Ensure that all distribution activities are clearly defined, documented, and systematically reviewed. Ensure critical distribution of activities and significant changes are justified, documented and, where appropriate, risk assessed, qualified and validated. | X | X |
| Personnel | Maintain sufficiently qualified, trained, and competent personnel. Ensure roles, responsibilities, and reporting lines are clearly defined and documented. Provide initial and ongoing training, including GDP training where applicable. | X | X |
| Premises and Equipment | Store, handle, transport, and supply medicinal products in accordance with approved product information and labelled storage conditions. Maintain premises, equipment and storage facilities suitable for their intended purpose and operated in accordance with GDP. Ensure temperature monitoring and critical monitoring equipment are calibrated, maintained and verified at defined intervals. Maintain the quality of medicinal products and integrity of the supply chain throughout activities under their control. | X | X |
| Documentation and Records | Maintain adequate documentation and record management systems. Ensure documentation remains accurate, legible, secure, available, and retrievable. Maintain complete records to ensure full traceability of medicinal products. Retain records relating to medicinal products for a minimum of five (5) years or longer where required by law. | X | X |
| Operation | Provide Delivery Notes, Invoices and any additional agreed documentation relating to supplied medicinal products. | X | |
| Complaints, Adverse Events, Suspected falsified medicinal products | Maintain procedures for receipt, investigation, escalation and management of complaints, adverse events, and suspected falsified medicines. Notify the other Party without undue delay of complaints, adverse events, suspected falsified medicines or other quality or safety concerns. Notify the other Party of suspected ADRs and cooperate in fulfilment of pharmacovigilance obligations. Direct ADR reporters to the MHRA Yellow Card Scheme and, where applicable, EudraVigilance. Notify significant GDP deviations or non-conformances within 24 hours and investigate appropriately. | X | X |
| Returns | Ensure any approved return complies with GDP requirements for origin, storage conditions, shelf life and packaging integrity. Assess returned medicinal products before returning to saleable stock. | X | X |
| Notify return requests for cold-chain products within one (1) calendar day of delivery and provide evidence of compliant storage conditions. Notify return requests for ambient products within five (5) business days of delivery. | X | ||
| Recalls | Maintain effective and documented recall procedures. Cooperate in recalls, market withdrawals, field safety, corrective actions, and regulatory actions. | X | X |
| Maintain records sufficient to identify recipients and facilitate rapid recalls. | X | ||
| Maintain full traceability through the authorised supply chain and verify supplier authorisations. | X | ||
| Outsourced activities | Ensure outsourced activities are defined, approved, and controlled through written agreements. Remain responsible for outsourced activities and ensure GDP compliance. Ensure third-party service providers are appropriately qualified and routinely monitored. | X | X |
| Audits & Self-Inspections | Maintain a self-inspection programme to monitor GDP compliance. Permit GDP compliance audits by the other Party or its authorised representative upon reasonable notice. Notify the other Party of significant inspection findings, licence restrictions, suspensions or revocations. | X | X |
| Transportation | Ensure transportation activities under their control comply with GDP requirements. Ensure transportation providers are appropriately qualified and governed by quality/technical agreements where required Package, handle and transport medicinal products in a manner that protects quality and integrity and prevents damage. | X | |
| Notify the Purchaser of issues affecting collection, shipment or delivery. Place and activate a Purchaser-supplied temperature logger that was requested and operationally feasible. | X | ||