These terms and conditions govern the sale of products and/or services from Kaplan Pharma (hereinafter referred to as "Seller") to any buyer or company (hereinafter referred to as "Buyer"). These Terms & Conditions are integral to any transaction between Seller and Buyer involving the supply of goods, products, materials, or services ("Deliverables"). These terms constitute the entire agreement between Seller and Buyer regarding any transactions, unless otherwise mutually agreed upon in writing by both parties. In cases where a Purchase Order or Services and/or Supply Agreement is established between the parties concerning the Deliverables, these Terms & Conditions shall take precedence. Any additional or different terms proposed by the Buyer, including those in any form (such as a Purchase Order), are hereby declined.
Either party, Buyer or Seller, may be referred to individually as a "party" or collectively as the "parties." Unless otherwise stated in writing and agreed upon by both parties, the following terms shall be an integral part of any agreement between Buyer and Seller:
1. Entire Agreement
This Agreement applies to all product purchases between Buyer and Seller and may not be altered, supplemented, or amended through the use of any other documents. Any attempt to change, supplement, or amend this Agreement, or to place an order for product(s) subject to additional or altered terms and conditions, will be void, unless mutually agreed upon in writing by both Buyer and Seller.
This Agreement supersedes all previous or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, between the parties, except for the Seller's credit terms and other forms and agreements completed during the Seller's account application process. The terms of this Agreement take precedence over any general terms and conditions of purchase from Buyer, regardless of whether or when Buyer submits its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not modify or amend this Agreement.
2. Pricing and Payment Terms
All payments to the Seller must be made in full, in good funds, and in accordance with the payment terms on the invoice, via ACH direct debit or other forms acceptable to the Seller. Payment by Buyer signifies an acknowledgment and agreement to the pricing and payment terms set forth by Seller. Until product is paid for in full, Seller retains a security interest in the ordered products. The Seller may assess a service charge at a rate of 1.5% per month (or the maximum rate allowed by law if lower than 1.5% per month) on any unpaid amount. Failure or delay by the Seller to invoice for such service charge does not waive the Seller's right to receive it. In case of default in payment on any invoices, the Seller may declare all invoices immediately due and payable. Buyer agrees to pay all expenses, including attorney's fees and costs, incurred by the Seller to collect any amounts due or to enforce any terms of this Agreement. The Seller may exercise a right of set-off against any amounts due to Buyer. Buyer agrees to pay all applicable taxes associated with purchases.
3. Explicit Consent
Buyer consents to Seller's use of its information to produce reports and documents needed for product transactions and to provide such information to health regulatory authorities if required by applicable laws and regulations. These reports and documents may include confidential information, product names, purchasing dollars, and other information subject to privacy laws and regulations.
4. Data Privacy and Consent
5. Consents
Buyer shall obtain all required consents, including patient consent if needed, for transactions under this Agreement. Buyer acknowledges and agrees to comply with Seller's Data Privacy Policy. A copy of Seller's Data Privacy Policy will be provided electronically upon request, and a hard copy will be available upon written request.
6. Confidentiality
All information provided by Seller, including purchase terms and prices, is confidential and may not be disclosed to third parties. Both parties will protect proprietary and confidential information disclosed by the other unless legally required or in connection with this Agreement.
7. Adherence to Seller's Terms and Conditions
By purchasing from Seller, Buyer agrees to be bound by and accept the terms of this Agreement unless a formal written agreement between Buyer and Seller governing purchases is signed. Orders are not binding upon Seller until accepted by Seller. The Seller reserves the right to refuse service to anyone. The Seller's acceptance of an order is indicated by issuing an invoice or shipping the ordered items.
8. Surety of Supply; Pricing Errors; Penalties and Fees Due to Late Delivery or Inability to Perform
9. Incoterms and Damages in Transit
10. Title and Risk of Loss
Title and risk of loss transfer upon delivery.
11. Force Majeure
Seller's failure to perform due to force majeure or other events beyond its control will be excused.
12. Returns & Recalls
13. Compliance with Applicable Laws and Regulations
All parties subject to this Agreement must comply with applicable laws and regulations.
14. Adverse Events
Buyer shall inform Seller of any Adverse Event or suspected Adverse Event promptly.
15. Licenses, Permits, and Approvals
Buyer warrants possession of all required governmental licenses, permits, and approvals.
16. Warranties; Assignment of Warranties
17. Limitation of Liability
18. Insurance
Buyer is required to maintain insurance coverage and provide Seller with a certificate of insurance if requested.
19. Indemnification
Buyer agrees to indemnify and hold Seller harmless from suits, claims, losses, and liabilities arising from Buyer's actions or breaches.
20. Governing Law and Jurisdiction
This Agreement is governed by the laws of New Jersey and the United States. Parties consent to the jurisdiction of New Jersey courts.
21. No Waiver
Failure to enforce a right does not waive it.
22. Notices
Notices must be in writing and delivered by courier or email.
23. Assignment
Assignment of rights or duties requires Seller's prior written consent.
24. Survival
Certain provisions continue beyond termination or expiration.
25. Severability
If any term is invalid, it doesn't affect other terms.
26. Interpretation
The term "including" means "including, without limitation." This Agreement does not create rights for third parties.
27. Miscellaneous
Verbal agreements amending these terms are valid only if confirmed in writing. This Agreement is valid electronically and upon receipt.
