NASD: WCRX at

HOME

ABOUT WC

PRODUCTS Women's Healthcare Dermatology Gastrointestinal Musculoskeletal Others Vermont Disclosure Actonel® Asacol® Didronel® Doryx® Enablex® femhrt® Femcon® Fe Loestrin® 24 Fe Macrobid® Macrodantin® Ovcon® 50 PRODUCTS

RESEARCH

CAREERS

INVESTOR RELATIONS Investor Relations Home Press Releases Quarterly Results Annual Report Corporate Governance SEC Filings Stock Performance Historic Stock Lookup Events & Presentations Investor Relations FAQs Contact Investor Relations INVESTOR RELATIONS

SELECT ONE OF OUR PRODUCTS Women's Health ESTROSTEP® Fe Loestrin® 24 Fe Femring® femhrt® ESTRACE® Cream ESTRACE® Tablet Femtrace® FEMCON® Fe Sarafem® Enablex® Macrobid® Macrodantin® Dermatology DORYX® Dovonex® Taclonex® Ointment Taclonex Scalp® Gastrointestinal Asacol® Asacol® HD Musculoskeletal Actonel® Didronel® Others ERYC® Mandelamine® Moisturel® Sensitive Skin Cleanser Moisturel® Therapeutic Cream Moisturel® Therapeutic Lotion SELECT ONE OF OUR PRODUCTS

Home Vendor Terms and Conditions North America (NA)

Vendor Terms and Conditions - North America (NA)

1. Packing and Shipping
All articles shall be suitably packed or otherwise prepared for shipment, so as to secure the lowest transportation rates and to meet carrier's requirements. No charges will be allowed for packing, crating or cartage, unless stated in this order. Each container must be marked to show quantity, order number, contents, and shipper's name. A packing sheet showing this information shall be included in each package. Seller shall prepay all shipping charges, unless otherwise specified.

2. Acceptance
This order constitutes an offer for which acceptance is expressly limited to the terms and conditions set forth herein (including the front side hereof). Any conflicting or additional term or condition set forth by Seller in any writing, or otherwise, shall be null and void and have no effect whatsoever unless it has been accepted in writing by Warner Chilcott ("Buyer"). Buyer's failure to object to any conflicting or additional term or condition shall not be construed as a waiver of the provisions of this Paragraph 2.

3. Inspection and Rejection
Buyer reserves the right to return, at Seller's expense, materials shipped in excess of this order or defective materials not meeting Buyer's specifications and standards, whether paid for or not.

4. Price
If no price is mentioned on this order, it must not be filled at a price higher than last quoted or charged. Seller warrants that prices charged for goods delivered against this order will conform with all applicable governmental price regulations in effect during the period required to complete the transaction.

5. Delivery
Time is of the essence for this order, and Buyer may reject goods and services not delivered or furnished on dates herein specified.

6. Contingencies
Failure of Buyer to take shipments hereunder, if occasioned by fire, explosion, flood, war, accident, interruption of or delay in transportation, labor trouble, or any other circumstance of like or different character beyond Buyer's reasonable control, or if occasioned by partial or complete suspension of operations at any of Buyer's plants, shall not subject Buyer to any liability to Seller because thereof, but, at Buyer's option, the total quantity covered by this order may be reduced by the extent of omitted shipments or the specified delivery period extended by a reasonable time and such shipments made during the period of extension.

7. Termination or Cancellation
Buyer may terminate or cancel work under this order in whole or in part at any time by written or telegraphic notice. Termination shall be without prejudice to any claims which one party may have against the other for work performed and materials supplied up to date of cancellation.

8. Laws and Regulations
Seller warrants that all goods or services delivered pursuant to this order will have been produced, sold and delivered to Buyer in compliance with all applicable Federal, State and Municipal laws and regulations; and Seller particularly warrants and guarantees to Buyer that no food, drug or cosmetic, bearing the name or authentic label of Seller shall, at time of shipment or delivery, be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended, and Seller shall make a statement to that effect on its invoices. Seller represents and warrants to Buyer that the goods delivered against this order, and described in the invoice applying to the shipment, were produced in strict compliance with the Fair Labor Standards Act 1938, as amended. This order is solely for the purchase of materials and/or services and does not constitute Seller the agent or subcontractor of Buyer for any purpose; Seller assumes all obligations under all "social security" legislation (e.g. unemployment insurance, old age benefits, or workmen's compensation laws) of the United States or of any state or other governmental authority with respect to persons employed in the performance of services and/or production of merchandise or material under this order and will indemnify Buyer against any liability or responsibility therefore.

9. Executive Orders
The provisions of (a) Executive Order 11246, as amended, along with the rules and regulations of the OFCCP relative to equal employment opportunity, (b) the Small Business Act of 1953 (Public Law 95-507), as amended, relating to small business concerns, small disadvantaged business concerns and women-owned small businesses, (c) the Rehabilitation Act of 1973, as amended, and (d) the Vietnam Era Veterans Readjustment Act of 1974, are hereby incorporated by reference and shall be applicable to this order unless exempted under the orders and regulations issued thereunder.

10. Taxes
The purchase price herein set out is inclusive of any and all taxes and other governmental charges, now imposed or hereafter becoming effective, upon the production, sale, shipment, use or erection of the materials specified in this order; and Seller agrees to indemnify Buyer against and reimburse it for any expenditures it may be required to make on account of Seller's failure to pay such taxes and other governmental charges.

11. Drawings, Prints and Specifications
Seller agrees that it will not use, sell, loan or publicize any of the tools, specifications, blueprints or designs supplied or paid for by Buyer for the fulfillment of this order without Buyer's prior written consent.

12. Tools, Dies, Molds, etc.
All tools, dies, molds, printing plates, etc. created for use on this order shall be the property of Buyer, and Buyer may withdraw them from Seller's premises on demand in writing. They shall be carefully preserved by Seller and maintained in good operating condition at all times. If such tools, dies, molds, printing plates, etc. are destroyed, damaged or lost due to the Seller's negligence or willful misconduct while in Seller's control, Seller shall reimburse Buyer for Buyer's out-of-pocket cost thereof.

13. Invoices and Discounts
All invoices must be rendered to Buyer and be issued in duplicate, unless otherwise specified. Each invoice must be mailed on the date appearing on the invoice. Invoices must be rendered by the person, firm or corporation to which this order is issued. If unable to comply, please return this order to Buyer and advise Buyer the name and address under which the invoice will be rendered. Discount date will be established from the date on which Seller will have complied with all requirements of this order and Buyer has received an invoice in good order.

14. Warranties
In addition to all warranties, expressed or implied, established by statutes or common law, or elsewhere set forth in this order, Seller hereby expressly warrants that all goods and services covered by this order will conform to all specifications, drawings, samples and any other description, furnished or adopted by Buyer, and will be of best quality and fit and sufficient for the purpose intended, merchantable, of good material and workmanship and free from all patent and latent defects. Buyer's failure to give notice to Seller of any breach of any warranty shall not discharge Seller's liability for any such breach. The warranties of Seller together with its service warranties and guarantees, if any, shall run to Buyer and its customers.

15. Work, Labor and Services
Where contract requires furnishing of work, labor or services, Buyer shall be entitled at any time to require deviations from, additions to, or omissions in said work; provided, if such change shall make the work more or less expensive than if performed in accordance with original requirements, a fair and reasonable addition or deduction shall be made in the contract price. No claim shall be allowed for extra labor or material above contract amount unless same has been ordered or approved in writing by Buyer. Acceptance of final payment of contract price constitutes waiver of all claims for extra work or materials furnished. Any ideas, improvements, information, discoveries, inventions or developments arising out of the work performed by Seller, alone or together with Buyer, pursuant to this order which results from or involves suggestions, directions or information given by Buyer, shall be the sole and exclusive property of Buyer. Seller and/or its employees and/or designees shall cooperate in obtaining suitable protection for Buyer including, but not limited to, execution of patent applications and assignments as required by Buyer.

16. Indemnity
Seller shall assume full liability for and indemnify, protect and hold harmless Buyer, its affiliates and their respective directors, officers, employees and agents (the "Indemnified Parties") from and against any and all liability, damage, cost or expense which may accrue to or be sustained by any of the Indemnified Parties resulting from or arising out of (i) Seller's or its subcontractor's work or material furnished hereunder or (ii) any claim, suit or action made or threatened against the Indemnified Parties for actual or alleged infringement of any third party's trademark, patent, copyright or other proprietary right by reason of the manufacture of goods covered by this order by Seller, the resale thereof by any of the Indemnified Parties, or use of said goods or any part thereof for a purpose known to Seller. Seller, at Buyer's request, shall defend, at its own expense, any such claim, suit or action. The foregoing obligation on the part of Seller in this Paragraph 16 shall not apply to any liability, damage, cost or expense caused by the sole negligence of any of the Indemnified Parties.

17. Assignability
This order, in its entirety and each and every provision hereof, shall inure to the benefit of the customers, successors and assigns of Buyer. Seller may not assign this order without Buyer's prior written consent.

18. Waiver
Any failure by Buyer to enforce or require strict performance by Seller of any terms or conditions of this order shall not constitute a waiver thereof by Buyer and Buyer may at any time avail itself of the remedies Buyer may have for any breach of the terms hereof.

19. Governing Law
This order shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its choice of law, and the Parties irrevocably submit to the exclusive jurisdiction of the Courts of the State of New Jersey in respect of any claim, dispute or difference arising out of or in connection with this order.

20. International Shipments
Packaging, marking, labeling and shipping papers for international shipment of all hazardous materials must meet applicable Department of Transportation (DOT), Intergovernmental Maritime Consultive Organization (IMCO), and/or International Civil Aeronautics Organization (ICAO) regulations.

21. Third Party Rights
Except as otherwise provided herein, the provisions of this order are inserted for the sole benefit of Seller and Buyer and shall not inure to the benefit of any other person (other than permitted assigns) either as a third party beneficiary or otherwise.