EU unhappy with astrazeneca

[motorbiking]

Who cares about profit when you have subsidised new factories springing up all over Europe.

If I offered to buy you a load of new tools but said you couldn’t make a profit on the next 10 houses you built but were liable for the quality and workmanship, wouldn’t you start to think those free tools are a bit worthless? Particularly if they are tools specific to the houses I want you to build that you aren’t making any profit on.

would you take that gig?

 

[sxturbo]

read the book marks in the attached file to view the redacted items

 

[sxturbo]

Who cares about profit when you have subsidised new factories springing up all over Europe.

do AZ own the factories?

 

[Scarlet Pimpernel]

Nope - read section 5.1 and 5.4 and no the two terms have different meaning.

It's pointless referring to various sections, and saying read it, just paste the relevant bits on here, and refer to those relevant bits that you claim support your argument.
I repeat, and to all intents and purposes "best efforts", best reasonable efforts" etc all mean the same to a layman.
But more importantly, they refer to the location of the production of the vaccines, and have no relevance whatsoever to the amounts and delivery dates, which is the bone of contention.
The precise legal definitions of the terms is irrelevant, if the what they refer to is the item of disagreement.

 

[sxturbo]

It's pointless referring to various sections, and saying read it, just paste the relevant bits on here, and refer to those relevant bits that you claim support your argument.
I repeat, and to all intents and purposes "best efforts", best reasonable efforts" etc all mean the same to a layman.
But more importantly, they refer to the location of the production of the vaccines, and have no relevance whatsoever to the amounts and delivery dates, which is the bone of contention.
The precise legal definitions of the terms is irrelevant, if the what they refer to is the item of disagreement.

thats already been done, and you refused to believe they were part of the contract, if your to lazy to read it then thats your problem.

 

[Scarlet Pimpernel]

Lol...... Actually Bobby Jim is still on ignore.

You could blagg a blagger, Dangee, you're following me around like a lost dog.
Here boy, here boy, here's your next little morsel.
You keep yourself abreast of my usual bedtime, mealtimes, exercise routine, etc, and yet you claim to be ignoring me.
That's strange and creepy behaviour for someone who claims to be ignoring me.

Go on now, boy, go find someone else to ignore.

 

[Scarlet Pimpernel]

thats already been done, and you refused to believe they were part of the contract, if your to lazy to read it then thats your problem.

It's your opinion that the phrase "best efforts" (and all its other connotations and meanings) refers to dates and amounts, but it's a legal experts opinion that the phrase refers to the location of the production.
We can discuss it among ourselves for ever and a day, but it's a legal expert's opinion that wins the day, and the argument.

Even if, as you and others argue, that the best efforts clause does indeed refer to the estimated amounts and delivery dates, it does not absolve AZ of responsibility or contract breach, if they have been seen to not apply best efforts, i.e. if their product has been given to another customer, according to some imaginary priority order, which AZ specifically claim, and UK specifically deny. Hence the decision for EU to invoke a transparency process, to provide such evidence, or to avoid the potential for AZ, or any other manufacturer to breach any contract.

 

[Notch7]

legal expert's opinion that wins the day, and the argument

but isnt that Motorbiking?

 

[Scarlet Pimpernel]

Where is the one without it?

I understand that there are several versions doing the rounds. Some are 'pattern' contracts for adoption in typical circumstance. Others are copies of similar contracts entered into with other suppliers, and by other customers, etc.

 

[motorbiking]

It's pointless referring to various sections, and saying read it, just paste the relevant bits on here, and refer to those relevant bits that you claim support your argument.
I repeat, and to all intents and purposes "best efforts", best reasonable efforts" etc all mean the same to a layman.
But more importantly, they refer to the location of the production of the vaccines, and have no relevance whatsoever to the amounts and delivery dates, which is the bone of contention.
The precise legal definitions of the terms is irrelevant, if the what they refer to is the item of disagreement.

these aren’t contracts for the layman to interpret. The terms have legal meaning based on historic cases. A court will look at how those cases were decided and apply the same.

to most layman the term “consideration” means having a think about it. In contract law it means money, goods, services. Something of value.. to turn a promise (worthless) in to a contract (binding).

can you imagine how stupid the argument is that a lay person wouldn’t read it like that, when these are contracts made between expert lawyers?

 

[Scarlet Pimpernel]

but isnt that Motorbiking?

Motorbiking is not infallible, and all legal experts have their specialities.
Motorbiking's comments appear to be concentrating on the specific meaning and differences about "best efforts" and "best reasonable efforts".
That isn't the bone of contention, but to what that phrase refers.
AZ contend that it refers to dates and amounts. But that is disputed by EU, who suggest it refers to location of production, and an argument that I see has been supported by other legal experts, which I have already provided.
I haven't seen any evidence provided that suggests the phrase refers to dates and amounts. There's just been the incessant, read the contract, etc.

But as I've just said, even if the outcome of any legal dispute meant that the phrase was judged to refer to dates and amounts, it would not absolve AZ of responsibility for breach of contract, if they did divert supplies from one plant to another in satisfaction of some imaginary customer-priority order.
Hence why it would seem that both parties prefer an amicable resolution.

Unfortunately, this debacle occurred just as BionTech Pfizer had reduced their output, and the EU were painted as the fall guy.
It's not the customer's fault if both main suppliers fall at the first hurdle.

 

[Scarlet Pimpernel]

these aren’t contracts for the layman to interpret. The terms have legal meaning based on historic cases. A court will look at how those cases were decided and apply the same.

to most layman the term “consideration” means having a think about it. In contract law it means money, goods, services. Something of value.. to turn a promise (worthless) in to a contract (binding).

can you imagine how stupid the argument is that a lay person wouldn’t read it like that, when these are contracts made between expert lawyers?

But the specific meaning of the phrase is not the bone of contention here. The disagreement is to what that phrase refers.
We're not terribly bothered about the specific meaning, and we're content to leave the interpretation of that to the experts.

 

[ajohn]

According to the times it's written to Belgium law and legal people think a judge would have to rule on it. That suggests something isn't clear or can be viewed that way. No opinion expressed. Anyway most of this thread is pointless in some respects. It's over and everybody concerned where it matters are "happier".

 

[Scarlet Pimpernel]

According to the times it's written to Belgium law and legal people think a judge would have to rule on it. That suggests something isn't clear or can be viewed that way. No opinion expressed. Anyway most of this thread is pointless in some respects. It's over and everybody concerned where it matters are "happier".

That's partly true. It is written under Belgian law, but the phrase "best efforts" (or words to that effect) have been defined within the contract, and have not been redacted. This indicates a desire by both parties not to leave the interpretation of that phrase to a court.
As motorbiking quite rightly suggests, there is a legal interpretation that is usually applied and is several sentences long. But it is defined specifically within this contract, so is not subject to any other interpretation.

Moreover, here is a legal experts opinion (granted, probably one of many) that suggest that the phrase "best efforts" does indeed refer to the setting up of the manufacturing process.

This means that ‘reasonable best efforts’ is only relevant for two specific purposes.
If the published contract is similar to the AstraZeneca contract, then it would be the second limb of this provision which would be relevant.

AstraZeneca would have an obligation to use ‘reasonable best efforts’ to ‘establish sufficient manufacturing capacities’ for the manufacture and supply of the vaccines ‘in accordance with the estimated delivery schedule‘.
https://davidallengreen.com/2021/01...-in-the-astrazeneca-vaccine-supply-agreement/
​

Others have gone further and suggested that this also relates to the location of the plants. Indeed, AZ even suggested that the plants would be located locally to serve local customers, but this is not in the contract.

That same legal expert says that "Both parties agree that delays may occur."

If we now look at what happens with delays to the ‘estimated delivery schedule’ we go down to article 1.12 of the published agreement:
Here – significantly – both parties explicitly agree in article 1.12.1 that there is a risk of delays in production.​

Therefore any such delay would not be in breach of contract, unless it was due to a lack of "best efforts" in the other areas.
The expert continues:

There was then push-back (to say the least) from the commission, and AstraZeneca – as described by the CEO – sought to rely on the estimated delivery schedule being subject to the ‘best efforts’ provision.

And the commission responded by denying that that ‘best efforts’ provision covers the delay – presumably because AstraZeneca has the capacity but is diverting it from the EU.
​

 

[durhamplumber]

You could blagg a blagger, Dangee, you're following me around like a lost dog.
Here boy, here boy, here's your next little morsel.
You keep yourself abreast of my usual bedtime, mealtimes, exercise routine, etc, and yet you claim to be ignoring me.
That's strange and creepy behaviour for someone who claims to be ignoring me.

Go on now, boy, go find someone else to ignore.

Robby...Keep that persecusion complex under control.