The pharmaceutical supply contract contained a compensation clause that required the supplier to “compensate, compensate and defend the retailer…… against all remedies [or] claims . . Products supplied by [distributor] at [supplier] ,. . . however, where the above allowances do not apply to the rights … or due to negligence or intentional misconduct or the omission [of traders] . . .
. The agreement states that “[the supplier] must … General commercial liability insurance . . . including liability for the products/operations concluded. . . . [and] Coverage of contractual compensation obligations. The policy “provides that [retailers] are included as an additional insured.” I regularly receive emails from members of our Western Growers asking me to check out various retail and wholesale and compensation agreements. In general, these agreements contain requirements for shippers, which you should carefully review and modify (if possible) before signing on the points line. I have listed below some of the most critical issues contained in most of these agreements.
It is always a prudent business practice for legal advisors to have these agreements verified prior to their signing. A company that wishes to avoid such a surprise should remove a compensation clause from a contract before signing. If a company does not act within the power to negotiate the removal of a compensation clause, it may negotiate a cap on its liability for compensation or have the compensation clause processed in order to strictly define exempt losses. A lender contract is an agreement by which a business owner or individual instructs a person to provide products and/or services. Supplier agreements can cover a wide range of areas, including software, office supplies, professional services, consultants, technology services, event planning, marketing and more. The Target court also argued that the same result was obtained as part of the delivery agreement. First, the Tribunal rejected the failure to obtain the insurance argument on the grounds that the delivery agreement had not required the supplier to obtain coverage to insure the pharmacy against its own liability for forged marking. The Target court cited additional personal injury insurance coverage “from your products,” and stated, “It is decided that this language does not introduce a particular standard of causation or liability theory into an insurance policy.
On the contrary, it associates an overall situation with the event that creates responsibility, and merely establishes a minimal cause-and-effect relationship or a fortuitous connection. (Citing Acceptance Ins. Co. v. Syufy Enterprises (1999) 69 Cal.App.4th 321, 328.) However, the Target court stated that there was no “minimal causal link or fortuitous link” between the product marketed by the supplier and the harm suffered by the customer.  The customer stated that his injury was not due to a defective product, but to the retailer`s inability to warn of the potential risks and side effects of the product. The supplier did not release the product information provided by the distributor or played any role in the preparation of the information. In addition, the Target court found that the pharmacy admitted that it had repackaged and labelled the drug, which fell under the exclusion of the seller.