Standard Terms and Conditions

Effective June 30, 2020

These AbbVie Standard Terms and Conditions (“Terms and Conditions”) are the terms linking AbbVie Corporation (“AbbVie”) to any Canadian buyer purchasing AbbVie products pursuant (“Customer”).

SCOPE - AbbVie Corporation Standard Terms and Conditions are applicable to individuals and entities within Canada.

AbbVie reserves the right to change these Standard Terms and Conditions at any time without notice.

The most current version of the Standard Terms and Conditions can be found on the Internet at the following address: https://abbvie.ca.

CONTACT INFORMATION – AbbVie Customer Service: 1-888-704-8270

SECTION 1: WHOLESALERS/DISTRIBUTORS

1.1 EXCLUSIVE SOURCING: Customers who are AbbVie-approved wholesalers/distributors must purchase their entire requirements for products listed in the AbbVie catalog of products directly from AbbVie. Subject to Section 3.2, below, the resale of AbbVie products by wholesalers/distributors is strictly limited to end users in Canada who are patients or consumers or to customers in Canada who are properly licensed entities by the jurisdictions in which they operate for their own use.

1.2 NEW DISTRIBUTION FACILITIES FOR ABBVIE-APPROVED WHOLESALERS/DISTRIBUTORS: Initial product stocking orders for new distribution facilities of AbbVie-approved wholesalers/distributors may, upon request, be eligible for payment terms different from those specified in Section 2.1.

1.3 CHARGEBACKS: Chargeback claims must be submitted electronically to AbbVie within twelve (12) months of the customer’s original invoice date.

SECTION 2: PAYMENT

2.1 TERMS FOR PAYMENT: Unless otherwise stated on the invoice, terms for payment are:  Retail - 1% 15 days, Net 30 days from invoice date, Other customers – Net 30 days from invoice date.

2.2 PAYMENT DISPUTES: Portions of an invoice in dispute may be deducted by the customer and the balance remitted within the stated payment terms only if submitted to AbbVie with a detailed explanation of the deduction. All claims and/or verification requests shall be limited to a twelve (12) month period from date of invoice.

2.3 PAST DUE BALANCES: Past due balances are subject to a service charge of one and one half percent (1.5%) per month (nineteen and fifty-six percent (19.56%) annually) or the highest rate allowed by law, if lower than one and one half percent (1.5%) per month.

SECTION 3: GENERAL TERMS AND CONDITIONS

3.1 OWN USE: For customers other than AbbVie-approved wholesalers/distributors as outlined above in Section 1, product may be purchased solely for the use of a customer’s patients (“Own Use”), which expressly excludes selling, transferring or otherwise distributing product to any person or entity for resale purposes. AbbVie in its sole discretion has the right to stop selling products if AbbVie has reason to believe such customer has not complied with these Own Use terms.

3.2 ORDERING GUIDELINES FOR RESEARCH USE: AbbVie products may not be distributed or resold by any customer to any clinical research organization or otherwise for investigative clinical research and development use (any such entity, a “CRO”) without the express written consent of AbbVie.

3.3 PRICES AND QUOTATIONS: All quotations and prices are submitted without obligation and are subject to change without notice by AbbVie. Orders received by AbbVie Customer Service and/or Sales Representatives, whether based upon submitted quotations or not, are subject to acceptance by an authorized representative of AbbVie, including credit approval. Such acceptance shall be only by letter or performance.

3.4 CUSTOMER ORDER FORMS: None of the provisions of a customer purchase order or any acknowledgement thereof, except those specifying the quantity and the products ordered and billing instructions, shall be considered applicable to the customer’s purchases. No modification of these Standard Terms and Conditions, including any different or additional terms contained in any purchase order, acknowledgement form or other written document, will be binding on AbbVie unless specifically accepted in writing and signed on behalf of AbbVie by an authorized representative of AbbVie.

3.5 ORDERS AND EFFECTIVE PRICE: Orders must be received by AbbVie Customer Service (1-888-704-8270) by 5:00 p.m. Eastern Time. Orders received after 5:00 p.m. Eastern Time will be invoiced at contract, catalog or deal prices in effect as of the next business day. AbbVie reserves the right to limit purchase quantities or refuse orders so as to ensure adequate supply and distribution to all customers on a fair and equitable basis, or for any other reason. Minimum order for Wholesale and Retail accounts is $5,000.00.

3.6 SHIPPING: AbbVie will select the mode of shipment and route the goods according to its judgment. If a customer requests and AbbVie agrees to a mode of shipment other than the least expensive alternative, any additional expense will be added to the invoice.

Orders must be submitted individually for each ship-to location. AbbVie does not allow drop shipments, other than pursuant to agreement by and between AbbVie and authorized distributors. Pricing will be applied on the basis of the individual order quantity per ship-to location and cannot be revised once submitted. If a customer requests split shipments, other than back orders, such shipments will be treated as separate orders. If the customer requests that the carrier sort and check in product, the customer is liable for associated carrier charges.

3.7 DELIVERY TERMS: AbbVie will pay for standard carriage to the customer’s ship-to location. Title to the goods sold and risk of loss passes to the customer upon delivery of the goods to a transportation provider. AbbVie does not pay drayage at destination.

Deliveries shall be inspected by customer for irregularities before transportation provider departs and noted on the freight bill. AbbVie should be notified when appropriate.

3.8 NO EXPORT: Customer agrees and covenants that they shall not, directly or indirectly, knowingly sell or otherwise make any AbbVie products available to any person that customer has reason to believe will directly or indirectly sell or otherwise make the AbbVie products available anywhere outside of Canada, without AbbVie’s written consent. If a customer learns that any AbbVie products purchased by customer has been or will be sold or otherwise made available outside of Canada, the customer shall promptly notify AbbVie in writing and provide all information customer has available to AbbVie, and the customer shall provide reasonable assistance and cooperation, as reasonably requested by AbbVie, including taking commercially reasonable corrective or remedial action as recommended by AbbVie. Customer acknowledges and agrees that if it fails to comply, or AbbVie has reasonable grounds for believing that Customer has failed to comply, with such requirements, AbbVie may reject any future order placed by the customer, and seek other legal remedies against the customer.

3.9 FORCE MAJEURE: AbbVie will not be liable for failure to perform any contract or supply any product due to strikes, fires, explosion, flood, riot, lock out, injunction, interruption of transportation, accidents, inability to obtain supplies at reasonable prices, shortage of raw materials, discontinuance of a product line, manufacturing problems, acts of governmental authority, terrorism, war, acts of God, or other causes beyond its control. Customer agrees that in such events, AbbVie may allocate available products among its customers and AbbVie’s own requirements, without liability and at its sole discretion.

3.10 MATERIAL SAFETY DATA SHEETS AND PHARMACEUTICAL MEDICAL INFORMATION: AbbVie will furnish material safety data sheets and product monographs upon request.

Please contact us at:
www.abbvie.ca
1-888-704-8271

Online product monographs can be accessed at www.abbvie.ca/en/our-science/products.html.

3.11      GUARANTEE: AbbVie makes the express warranties contained in the AbbVie catalog and in the descriptions and directions for use of the labeling for products offered for sale in the catalog. All products are guaranteed to meet the requirements of all federal laws and regulations. This guarantee relates to the identity and purity of the ingredients and to the skill and care used in the production of the articles sold. However, because AbbVie has no control over the use or administration of these products, AbbVie cannot give and hereby disclaims any guarantee concerning the effect on the patient. It is the responsibility of those persons who are informed in the medical sciences and are competent to judge from the diagnosis, and in light of the circumstances of the case, whether any of these products should be prescribed or administered, how and in what dosage they should be given for the benefit of the patient. It is AbbVie’s intention to give to its customers, whenever possible, all needed or desired information concerning each product sold by AbbVie. Inquiries or comments concerning formulas, dosages, and the like, will receive our prompt consideration.

ABBVIE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS LISTED IN THE ABBVIE CATALOG, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. ABBVIE SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OR LOST PROFITS.

SECTION 4: RETURNED GOODS POLICY

4.1 GENERAL CONDITIONS FOR RETURNS: Subject to applicable federal, provincial and local laws, regulations and rules, all AbbVie products purchased directly may be returned under the conditions set forth in this Section 4.1. If any customer has questions as to whether purchased AbbVie products are eligible for return under this Section 4.1, please call AbbVie Customer Service at 1-888-704-8270.

(A) INCORRECT SHIPMENTS OR SHORTAGES: Incorrect shipments or shortages may be eligible for credit at invoice price if occurrence was a result of an AbbVie error prior to delivery of product to the transportation provider (e.g., AbbVie pick error), as determined by AbbVie. Incorrect shipments or shortages shall be reported to AbbVie Customer Service upon delivery. Unless exceptions are clearly noted on the delivery receipt by the delivery agent, the entire shipment of products should be declined when there is an incorrect shipment. Include the following information in the claim:

(a) Name, address and AbbVie customer number.
(b) Invoice or Order number, date and dollar value.
(c) Description of incorrect shipment or shortage upon receipt of delivery.

(B) CUSTOMER ORDERING ERRORS: All products delivered to customers due to customer ordering errors, may be returned for credit at invoice price subject to the following conditions: (1) customer obtains a “Returned Goods Request” and shipping labels from AbbVie Customer Service, (2) the product is returned to AbbVie in saleable original, full and unopened condition, and (3) the product is able to be restocked by AbbVie. Customers should immediately notify AbbVie Customer Service of any ordering errors.

(C) Required Authorization for credit to be issued, all returns must be approved by a customer service representative prior to shipment. Products not purchased through AbbVie directly should be returned to the point of purchase.

Non-eligible Products for Credit
The following products are sold on a noncreditable basis: Duodopa, Survanta, Kaletra oral solution, Synagis, Humira, Lupron 14 days and Skyrizi.

Criteria for Ineligible Returns for Credit:

1. Any non-expired or non-eligible product;
2. Those products which are not purchased directly from AbbVie (please return to your original point of purchase);
3. Products which had their labels removed;
4. Products which have deteriorated because of abuse, improper handling and/or storage;
5. Products which have been involved in a sacrifi­ce or bankruptcy sale;
6. Products which have been damaged by fi­re, water, smoke, earthquake or other acts of God;
7. Products which have been damaged due to exposure to abnormal temperatures or improper storage;
8. Any refrigerated product;
9. Goods obtained via diverted or other means, including products imported from outside Canada;
10. Returns with a total value of less than $25.00.

SECTION 5: GENERAL RETURNED GOODS PROCEDURE

5.1 CREDIT FOR RETURNS: All product returns meeting the requirements of Section 4 must follow the returned goods procedure specified below:

(a) Eligible credit will be issued according to the following conditions:

i. When product is returned by a direct purchasing customer, credit will be issued directly to customer.
ii. When product is returned by an indirect purchasing customer, credit will be issued to the Authorized Distributor of Record who sold the product being returned, or if such indirect customer cannot practicably receive credit from the Authorized Distributor of Record who sold the product being returned, then credit will be issued to such other Authorized Distributor of Record designated by such indirect customer and agreed to by AbbVie.

(b) Hardware items controlled by serial number must be returned with the original serial number intact.

(c) Before returning any regular merchandise purchased directly from AbbVie, arrangements must be made with AbbVie Customer Service who can immediately provide you with the estimated value of your eligible returns and the procedure on how to return.

(d) Call 1-888-704-8270 to arrange your return. To expedite the process, please have the lot number(s) and the expiry date(s) of the product(s) ready. You may also send your AbbVie returns request via fax back to AbbVie at 1-888-703-6967 or by e-mail at service@abbvie.com. Include material description, material#, lot#, quantity and expiration dates assigned to each item.

(e) All qualified AbbVie products up to six (6) months post-expiry are eligible for a 100% credit. Expired part-bottles in their original container will be credited up to six (6) months post-expiry.

5.2         PRODUCT RETURNS FOR DESTRUCTION: All AbbVie product, regardless of where purchased, may be returned to AbbVie for destruction and in all instances must comply with all applicable federal, provincial and local laws, rules and regulations.

5.3         RETURNS CREDIT LIMITATION: AbbVie will not issue credit for certain product returns including, but not limited to: counterfeit products; re-imported products; products obtained illegally or that have been diverted or resold by the end customer; products purchased through unauthorized wholesalers/distributors or other alternative sources; products acquired from AbbVie as non-returnable pursuant to Section 4 above; products that have been repackaged and/or not returned in original AbbVie package; products that were subject to a deal, emergency liquidation, bankruptcy sale or have deteriorated due to conditions beyond the control of the manufacturer, including, but not limited to, improper storage (heat, cold, water, smoke, or fire damage); products manufactured to customer specification; consolidated or batch returned product from multiple facilities or multiple customers and product samples.

5.4 THIRD PARTY RETURNS PROCESSORS: Customers may use their own returned goods processor to destroy AbbVie products including scheduled drugs; however, if the customer uses their own return goods processor that is not Stericycle, AbbVie’s third-party return processor credit for eligible product will not be issued. If any customer elects to use such a returned goods processor, the customer must send AbbVie documentation relating to destruction of drugs in accordance with federal, provincial and local laws, rules, regulations, and applicable guidance including Health Canada regulations and guidance. Also include the customer name and address, AbbVie account number, DIN, lot number, quantity, size description, P.O. number, invoice number, and expiration date.

SECTION 6: MISCELLANEOUS

6.1         The parties have expressly agreed that these terms and conditions be drafted in English. Les parties aux présentes ont expressément convenu que les termes et conditions contenus aux présentes soient rédigés en anglais.