Contract formed.Apothecary Products, LLC (“APL”) accepts Buyer’s offer to purchase the products listed in the Order Acknowledgement (the “Products”) at the prices indicated therein and pursuant to these Terms & Conditions and no others. No addition or modification may be made to these Terms & Conditions unless in writing and signed by an authorized representative of APL.
Relationship.Buyer and APL are independent contractors. Buyer is not an agent, partner, joint venturer, or franchisee of APL.
Discounts.Buyer may not take any discounts, credits, rebates, damage allowances or other price adjustments without written agreement from APL.
Returns.Requests to return the Products must be made by obtaining a Return Authorization from Customer Service at 888-770-8967. APL will only accept returns if Buyer requests a Return Merchandise Authorization number from APL within 30 days of the invoice date.
Shipping.APL will ship products to Buyer via preferred carrier. Buyer agrees to pay actual shipping charges for both dropship and FOB items.
Pricing.By accepting Buyer’s order at the prices stated in the Order Acknowledgement, APL does not make any guarantees of future pricing. All prices are subject to change at APL’s sole discretion.
Late payment.APL will charge 1.5% interest per month (18% per year) on any amounts not paid by the due date listed on the Order Acknowledgement.
Limited warranty.APL will replace any Products that contain defects in materials or workmanship if such defect becomes apparent within 90 days after delivery to Buyer and if APL receives notice of the defect within 30 days from the date of discovery. This warranty will not apply if, in APL’s judgment, the alleged defect resulted from the misuse or alteration of the Products.
Disclaimer of warranties.THE ABOVE WARRANTY IS THE EXCLUSIVE WARRANTY MADE BY APL. THERE ARE NO OTHER WARRANTIES—EXPRESS OR IMPLIED BY LAW OR USAGE—WHICH EXTEND BEYOND THOSE SET FORTH HEREIN.APL MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.IN NO EVENT WILL APL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
Product complaints.Buyer shall immediately notify APL if it becomes aware of complaints, adverse events, audits, inquiries, or regulatory action with respect to the Products. In that event, Buyer shall take no further action without the express written approval of APL.
Off-label.Buyer may not sell or promote the Products for any use other than the intended use.
Recalls.APL maintains sole authority to decide whether to issue a product recall. If APL issues a recall, Buyer agrees to assist APL in any manner reasonably requested by APL to carry out the recall. If the recall results from acts or omissions of Buyer, Buyer shall defend, indemnify and hold APL harmless for all resulting damages and claims.
Trademarks.The trademarks associated with the Products are solely for the benefit of APL. Neither Buyer nor any party to whom it sells the Products shall hold itself out as having rights in the trademarks.
Transfer of title.Title to the Products shall transfer from APL to Buyer upon delivery to the preferred carrier. Risk of loss or damage after delivery to the preferred carrier is borne by Buyer.
Governing law.The relationship between APL and Buyer shall be governed by and construed in accordance with the laws of the State of Delaware (USA) without regard to conflict of laws principles. The UN Convention for the International Sale of Goods does not apply to this contract.
Venue.Any litigation or dispute between APL and Buyer shall be resolved exclusively in state or federal courts in Minneapolis, Minnesota and not in any other venue or jurisdiction.
Indemnification.Buyer shall defend, indemnify, and hold APL harmless against any and all damages and claims related to or arising out of Buyer’s breach of or failure to discharge its responsibilities under these Terms & Conditions.
Limitations period.Any action for breach of these Terms & Conditions or the limited warranty herein shall be commenced within one year after such cause of action accrues.
TERMS APPLICABLE TO ALL BUYERS OUTSIDE THE UNITED STATES. A. Buyer assumes full responsibility for importing the Products into Buyer’s country or territory. Buyer shall, at Buyer’s expense, take all steps necessary to ensure that the Products are qualified for sale under and in compliance with local laws, including pre-market registration, testing, licensing, labeling, or similar qualifications necessary for the lawful sale or distribution of the Products. Buyer agrees that it is the sole responsibility of Buyer to inform itself of the nature and extent of all such obligations under local laws. B. If local law or custom requires product labels translation of any product labels, inserts, instructions, or other items, Buyer shall arrange for such translation to be performed by a qualified professional and shall provide copies of such translations to APL. C. If local law requires appointment of an authorized representative of APL as a condition to importing and/or reselling the Products, Buyer shall obtain APL’s prior written consent before holding itself out as APL’s authorized representative. If APL authorizes Buyer to act as its representative, Buyer shall keep APL informed of any and all communications with governmental or regulatory authorities related to APL or the Products. D. Buyer may request information and documents from APL such as shipping and product-related documentation that Buyer reasonably believes to be necessary to comply with Buyer’s obligations herein. In that event, APL will use good faith efforts to supply Buyer with the information or documents requested. E. Buyer shall be responsible for all import duties, customs clearance charges, goods and services taxes, sales taxes, product registration fees, and any other fees, duties, assessments, and taxes levied against the Products as a result of Buyer’s importation or resale of the Products. F. Buyer shall maintain detailed resale records for a period of 7 years for any Products that it resells, including date, item, quantity, name of buyer, and location. Buyer agrees to provide these records to APL at any time upon request. G. Buyer acknowledges that it does not have exclusive rights as to APL or the Products and that APL sells the Products to others in Buyer’s country or region.
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