Master Alliance Provisions Guide (MAPGuide)

CureVac EC Covid-19 Vaccine Advance Purchase Agreement

  • Liability | Representations & Warranties

I.14 Warranties

I.14.1. The contractor warrants to the Commission and the participating Member States that 

(a) as of the date hereof, this APA has been duly executed and is a legal, valid and binding obligation on it, enforceable against it in accordance with its terms; and 

(b) as of the date hereof, it is not under any obligation, contractual or otherwise, to any third party in respect of the delivery of the Initial European Doses or that conflicts with or is inconsistent in any material respect with the terms of this APA or that would impede the complete fulfillment of its obligations under this APA. 

I.14.2. The contractor warrants to the Commission and the participating Member States that 

(a) all Products supplied to the participating Member States shall at the time of delivery comply with the final specifications; 

(b) all Products supplied to the participating Member States shall at the time of delivery be free from any product manufacturing defects; and 

(c) at the time of delivery, it has good title to the Products delivered to the participating Member States pursuant to this APA and it shall pass such title to the participating Member States free and clear of any security interests, liens, or other encumbrances, including having obtained any necessary IP rights. 

I.14.3. Given the current status of the clinical development program and in light of the extraordinary circumstances of the execution and performance of this APA, the contractor, in particular, does not warrant that the Products will show sufficient efficacy to prevent a COVID-19 infection and/or be without inacceptable adverse event symptoms beyond what will be documented in the ongoing and planned clinical trials or what will be documented in the leaflet of the Product. 

I.14.4. The participating Member States’ [Redacted Content] remedy for a breach of a warranty set forth in Article I.14.2 above and in respect of any circumstances relating to the status and condition of the Product, shall be, at the contractor’s election, (i) the issuance to the relevant participating Member State and/or to the Commission of a credit note (or refund) for the payments made in accordance with Articles I.17.1 and I.17.2 with respect to the nonconforming Product or (ii) the supply of a replacement Product to the relevant participating Member State for the non-conforming Product in a timeframe (of [redacted content] calendar days at maximum) mutually agreed to by the contractor and the relevant participating Member State. [Redated Content].