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Pfizer Inc. General Sales Conditions

(United States and Puerto Rico)

Pfizer Inc’s (“Pfizer”) acceptance of the order placed by the Purchaser for the material or item described in Purchaser’s order (“Product”) is expressly contingent upon Purchaser’s agreement to the conditions set forth in these General Sales Conditions. Purchaser will be deemed to have agreed to the conditions set forth herein unless Purchaser objects in writing to the conditions prior to the earliest of shipment of the Product(s) or ten (10) days from receipt of the order confirmation containing these General Sales Conditions.

  1. These General Sales Conditions apply to all sales of Product(s). Changes to any orders are only effective if in writing and accepted in writing by Pfizer.

  2. These General Sales Conditions control over any terms and conditions included in any purchase order or other correspondence used by Purchaser in ordering Product(s). Any term or condition of a purchase order or other correspondence from Purchaser that is different from, inconsistent with or contrary to the terms and conditions of these General Sales Conditions are void and of no effect. In the event, however, of a conflict between these General Sales Conditions and any special conditions or terms set out in a supply agreement or purchase agreement executed by Pfizer and Purchaser, then such special conditions or terms will prevail.

  3. The price for the Product(s) and conditions of sales are subject to review and revision periodically to reflect any changes in the cost of energy, materials and labor and market conditions. Prices invoiced will be those in effect at the time of shipment.

  4. Pfizer shall use reasonable efforts to meet the requested delivery dates for Product(s); time for delivery, however, is not of the essence and Pfizer shall not be liable for any failure to meet any such delivery date.

  5. Unless otherwise agreed in writing by Pfizer, Pfizer will deliver the Product(s) FCA (Incoterms 2010) Pfizer’s facility; shipment of the Product(s) is at the Purchaser’s cost and risk. Purchaser is responsible for taking out an insurance policy covering any damage to the Product(s) or third parties after delivery. If Pfizer arranges shipment for the Purchaser, Purchaser will pay Pfizer for the cost of insurance and freight prepaid by Pfizer.

  6. Risk of loss of the Product sold hereunder shall pass to Purchaser upon Pfizer’s delivery to carrier at point of shipment regardless of whether Pfizer pays all or any part of the freight and title shall pass upon full payment for such Product(s).

  7. No warranty is given as to the absence of any trademark, patent, or other intellectual property right or concerning compliance with regulatory requirements.

  8. Purchaser acknowledges that information relating to the Product(s) that Pfizer shares with Purchaser may be confidential and proprietary to Pfizer, and Purchaser agrees to maintain the confidentiality of any such information disclosed by Pfizer for a period of seven (7) years from the date of disclosure and to use such information only for the purpose of meeting regulatory and sales requirements directly related to the Product(s).

  9. All Product(s)(s) shipped and invoiced shall be payable to Pfizer. Payment shall be made within thirty (30) days from the date of invoice. Pfizer reserves the right to invoice Purchaser for the Product(s)(s) at the time such Product(s)(s) are available for delivery to Purchaser in the event Purchaser instructs Pfizer to hold delivery, Pfizer reserves the right to charge Purchaser for warehousing such Product(s)(s) held for Purchaser. Payment shall be made in the currency shown on the invoice.

  10. These General Sales Conditions shall be governed by the laws of the State of New York, without reference to its conflicts of laws provisions, and shall be subject to the exclusive jurisdiction of federal and state courts located in New York City, State of New York. The United Nations Convention for the International Sale of Goods is expressly excluded from being applicable to the terms of this agreement.

  11. Neither party shall be liable in any respect for failure or delay in the shipment or acceptance of the Product(s), if hindered or prevented, directly or indirectly, by: war; national emergency; inadequate transportation facilities; inability to secure materials (including a force majeure event experienced by one or more of Pfizer’s suppliers or subcontractors); supplies; fuel or power; fire, flood, windstorm or other acts of God; strikes, lockouts, or other labor disputes; orders or acts of any government or governmental agency or authority, whether valid or invalid; or any cause of like or different kind beyond the reasonable control of either party. The quantities so affected shall be deducted from the total quantity to be purchased by Purchaser. Pfizer may, during any period of shortage due to any of said causes, allocate its available supply of Product(s) among itself and its customers on whatever basis it deems desirable.

  12. Pfizer warrants that the Product(s) shall conform to the specifications attached to the purchase order approved by Pfizer, or, if applicable, the specifications agreed upon by the Parties in writing; that it will convey good title thereto; that such Product(s) shall be delivered free from any lawful security interest or encumbrance unknown to Purchaser. PFIZER MAKES NO WARRANTY THAT THE PRODUCT(S) IS MERCHANTABLE, IN OTHER RESPECTS THAN EXPRESSLY SET FORTH HEREIN, OR FIT FOR ANY PARTICULAR PURPOSE, NOR IS THERE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS IS EXPRESSLY PROVIDED HEREIN. All recommendations or statements about the Product(s) by Pfizer are based on Pfizer’s knowledge and experience and are believed to be reliable but no guaranty is made for their accuracy. Purchaser must determine for itself, by preliminary tests or otherwise, the suitability of the Product(s) for its purpose and all risks in the use of the Product(s)(s) are assumed by the Purchaser or other user, since the conditions of use are beyond Pfizer’s control.

  13. Any claim or complaint regarding the Product(s) must be communicated in writing to Pfizer’s Customer Service Department within fifteen (15) days from the delivery date; provided that any claim or complaint on the grounds of latent defects related to such Product(s) must be raised within sixty (60) days from the delivery date. Pfizer is solely liable to the Purchaser for non-conforming Product(s) or for a breach of this agreement and it is of Pfizer’s sole discretion to provide the following exclusive remedies: (i) replace the Product(s) or (ii) refund or credit the purchase price of Product(s) paid in relation to which the breach has occurred. In no event shall Pfizer or its affiliates be liable to Purchaser or its affiliates for any incidental, indirect, punitive or consequential damages (including, without limitation, damages resulting from loss of profits, business interruption or loss of business, lost goodwill, lost revenue and lost opportunity).

  14. No modification of or addition to the above terms and conditions shall be effected by the acknowledgement or acceptance by Pfizer of a purchase order, acknowledgement, release or other forms submitted by Purchaser containing other or different terms or conditions. Neither party shall claim any modification, amendment, or release from any of the above terms and conditions unless the parties have entered into a mutual agreement to that effect, and is signed by authorized representatives of Purchaser and Pfizer.