Master Alliance Provisions Guide (MAPGuide)

European Commission – AstraZeneca, COVID-19 Vaccine Advance Purchase Agreement

  • Liability | Limitation of liability

15. Release; Limitation of Liability for claims other than third party indemnification; Disclaimer of Warranties

15.1 Release. The Commission and each of the Participating Member States each within their respective competencies, on behalf of itself, waive and release any claim against AstraZeneca arising out of or relating to: (a) lack of safety or efficacy of the Vaccine, subject to compliance by AstraZeneca with applicable EU regulatory requirements for a pandemic product, limited to manufacture by AstraZeneca of the Vaccine in accordance with Good Manufacturing Practices; (b) use or administration of the Vaccine under pandemic conditions, except to the extent such claim arises from AstraZeneca’s wilful misconduct or failure to comply with EU regulatory requirements applicable to the Vaccine including manufacture by AstraZeneca of the Vaccine in accordance with Good Manufacturing Practices; (c) issues relating to storage or transport conditions including deep cold chain storage; (d) lack of proper aseptic technique or dosing at the point of administration of the Vaccine; or (e) delays in delivery of the Vaccine under this Agreement. 

15.2 Limitation of Liability for claims other than third party indemnification. The aggregate liability of AstraZeneca and its Affiliates in respect of claims made by the Commission or Participating Member States, or any affiliates acting on the Commission or Participating Member States’ behalf (as distinguished from claims for third party indemnification), whether for breach of contract, another contractual-based claim, arising in tort (including negligence) or otherwise arising out of, under or in connection with this Agreement shall not exceed the amounts actually paid by the Commission and Participating Member States to AstraZeneca under this Agreement.

15.3 Disclaimer of Warranties. The Parties acknowledge that they are not relying on any understanding, arrangement, statement, representation (including, any negligent misrepresentation but excluding any fraudulent misrepresentation), warranty, condition, term, customary practice, course of dealing or provision except for the warranties set out in this Agreement. All statements, representations, warranties, terms, conditions and provisions (including, any implied by statute or equivalent, case law or otherwise and any implied warranties and/or conditions as to merchantability, satisfactory quality, fitness for purpose and skill and care), other than fraudulent misrepresentations and the provisions set out in this Agreement, are hereby excluded to the maximum extent permissible by law.

6. Acquisition of Materials and Services

6.2 Capacity Limitations. In the event AstraZeneca’s ability to fulfill its obligations under this Agreement is impeded by a competing agreement entered into by or on behalf of the Commission, AstraZeneca shall promptly inform the Commission. While AstraZeneca shall continue to use Best Reasonable Efforts to engage with its own contract manufacturers and suppliers to utilize the capacity and/or components, the Commission will assist in finding a mutually acceptable solution for this Agreement and the competing agreement. To the extent AstraZeneca’s performance under this Agreement is impeded by any such competing agreements, AstraZeneca shall not be deemed in breach of this Agreement as a result of any such delay due to the aforementioned competing agreement(s).