Terms of service
Sales Agreement Terms and Conditions
1. PARTIES TO AGREEMENT
Buyer and Infusion Connection Pharmacy Services, Inc. understand that this Sales Agreement is between Infusion Connection Pharmacy Services, Inc. and Buyer and no other party.
2. WARRANTY
Infusion Connection Pharmacy Services, Inc. warrants the Products delivered shall be of good quality and workmanship when delivered. Upon written notice from Buyer of a defective Product, which notice must be sent within ten (10) days of receipt of the defective Product, Infusion Connection Pharmacy Services, Inc. shall use reasonable efforts to promptly provide replacement or credit for any defective product.
3. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE PRODUCT ARE PROVIDED "AS IS." Infusion Connection Pharmacy Services, Inc. SPECIFICALLY DISCLAIMS ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCT, AND ANY PARTICULAR APPLICATION OR USE OF THE PRODUCT.
4. INSPECTION OF PRODUCT
Buyer shall have ten (5) days from the receipt of the Products to inspect and notify Infusion Connection Pharmacy Services, Inc., in writing, of any defective Product. The Buyer should promptly notify Infusion Connection Pharmacy Services, Inc of any product failure and damage.
5. INDEPENDENT CONTRACTOR
It is expressly understood by Buyer that the individual or entity responsible for marketing the Product to Buyer may be an independent contractor and may not be an employee. Buyer also understands and acknowledges that the individual or entity responsible for marketing the Product to Buyer, if not an officer of Infusion Connection Pharmacy Services, Inc., has no actual express or implied authority to, bind, or otherwise act on behalf or make any warranties on behalf of Infusion Connection Pharmacy Services, Inc. except as set forth herein. No order for Products is final until accepted by Infusion Connection Pharmacy Services, Inc.
6. SHIPPING
- All orders for Product are subject to acceptance by Infusion Connection Pharmacy Services, Inc.in its sole discretion. Infusion Connection Pharmacy Services, Inc. shall promptly inform Buyer if any order will not be accepted or if it will ship less than the full amount ordered. Infusion Connection Pharmacy Services, Inc. shall not be in breach or incur any liability for the inability to supply any Product hereunder.
- Infusion Connection Pharmacy Services, Inc. will ship orders only to addresses of Buyer locations provided by the Buyer.
- Infusion Connection Pharmacy Services, Inc. shall use commercially reasonable efforts to deliver Product within 21 days (or such shorter time period if agreed to by Infusion Connection Pharmacy Services, Inc. (“Expedited Shipping”)) of Infusion Connection Pharmacy Services, Inc. receipt and approval.
- The Buyer is responsible for any product that is lost or stolen while in their possession and should promptly notify Infusion Connection Pharmacy Services, Inc. in such instances.
- The Buyer should promptly notify Infusion Connection Pharmacy Services, Inc. of any changes to their address or telephone
- The Buyer should promptly notify Infusion Connection Pharmacy Services, Inc. of any changes concerning their practice and licensing status.
Buyer agrees to hold harmless Infusion Connection Pharmacy Services, Inc. from, and against any and all legal actions, judgments, suits, demands, fines, damages, liabilities, legal costs and disbursements, and attorneys fees, arising out of, related to, or in any way connected with the improper and/or negligent use of the Product by Buyer, its patients, employees, or customers and/or any improper or negligent conduct of any independent contractor who may be responsible for marketing the Product to Buyer, Buyer's agents, or employees.
9. PROPRIETARY NAMES AND MARKS
Neither Party shall have any right in any respect to use or to permit others to use any trademark, trade name or copyrighted material owned or used by the other Party without express written permission, provided, however, that Buyer may use the name of the Product and Infusion Connection Pharmacy Services, Inc. in alerts and customary communications to its customers regarding the availability of the Product to its customers.
10. ACKNOWLEDGEMENT
Buyer acknowledges that he or she had an adequate opportunity to read and study this Agreement, to consider it, and to consult with an attorney of his or her own choosing.
11. APPLICABLE LAWS AND ATTORNEY’S FEES
The laws of the State of California shall govern this Agreement, without reference to its choice of law and conflict of law rules. The parties agree that the sole venue for any legal action relating to this Agreement shall be in California. Buyer also irrevocably submits to jurisdiction of any state or federal court of general jurisdiction in California. In the event an action is brought to enforce or interpret this Agreement, the prevailing party shall be entitled to reimbursement of all costs, including but not limited to reasonable attorney's fees and court costs incurred.
12. NONDISCLOSURE
By signing this document or initialing this paragraph, whether or not the Buyer and Infusion Connection Pharmacy Services, Inc. enter into an agreement, Buyer acknowledges that the information contained herein and information disclosed to Buyer Regarding Infusion Connection Pharmacy Services, Inc. and its products and its programs are proprietary and confidential and shall maintain the Confidentiality of all such Information in strictest confidence. Buyer agrees to keep confidential and not to use or to disclose to others either during the Term or during any other period of association with Infusion Connection Pharmacy Services, Inc., except as expressly consented to in writing by Infusion Connection Pharmacy Services, Inc., any secrets or proprietary information, product specifications, marketing programs, or trade secrets of Infusion Connection Pharmacy Services, Inc. (which shall be deemed to include all provisions of this Agreement), or any matter or thing ascertained by Buyer through Buyers association with Infusion Connection Pharmacy Services, Inc., the use or disclosure of which matter or thing might reasonably be constructed to be contrary to the best interest of Infusion Connection Pharmacy Services, Inc.. Buyer further agrees that should this Agreement be terminated, Buyer will neither take nor retain, without prior written authorization from Infusion Connection Pharmacy Services, Inc., any papers, policies, forms, fee documentation, records, quality improvement materials, files or other documents or copies thereof or other confidential information of any kind belonging to Infusion Connection Pharmacy Services, Inc. or to Infusion Connection Pharmacy Services, Inc.’ business, sales, financial condition, or products. Buyer shall carefully restrict access to the Confidential Information in this proposal to employees, contractors and third parties as is reasonably required to administer and properly use Infusion Connection Pharmacy Services, Inc. products and shall require those persons to sign nondisclosure agreements in accordance with this document. Buyer shall not, without prior written approval of Infusion Connection Pharmacy Services, Inc., use for Buyer's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Infusion Connection Pharmacy Services, Inc., any Confidential Information. Buyer shall return to Infusion Connection Pharmacy Services, Inc. any and all records, notes, and other written printed, or tangible materials in its possession in regards to this proposal immediately if requested by Infusion Connection Pharmacy Services, Inc.
13. INDEMNIFICATION
Infusion Connection Pharmacy Services, Inc. agrees to indemnify, defend and hold harmless the other Party, and its respective directors, officers, agents, and employees, against any and all losses, claims, liabilities, proceedings, actions, costs, damages, and expenses, including reasonable attorneys' fees and court costs, which result from any injury caused by the negligence or willful misconduct of Infusion Connection Pharmacy Services, Inc.. Buyer shall promptly notify Infusion Connection Pharmacy Services, Inc. of any such claims, liabilities, etc.; shall fully cooperate with the indemnifying Party in investigation and defense thereof; and shall not settle or otherwise compromise such claims, liabilities, etc., without prior written consent of Infusion Connection Pharmacy Services, Inc.. Buyer agrees to defend, indemnify, and hold harmless Infusion Connection Pharmacy Services, Inc., its subsidiaries and affiliates, and their officers, directors, clients, agents, and employees from and against any and all liabilities, losses, proceedings, actions, damages, claims, or expenses of any kind including costs and attorneys' fees, which result from any injury caused in whole or in part by the negligence or misconduct of Buyer, or any of its respective officers, directors, clients, agents, or employees.
14. Governing Law - This Agreement has been executed and delivered in, and shall be interpreted, construed, and enforced pursuant to and in accordance with the laws of the State of California.
15. Enforcement - In the event Infusion Connection Pharmacy Services, Inc. resorts to legal action to enforce the terms and provisions of this Agreement, Infusion Connection Pharmacy Services, Inc. shall be entitled to recover the costs of such action so incurred, including without limitation, reasonable attorney’s fees.
16. Warranty of Authority – Infusion Connection Pharmacy Services, Inc. represents and warrants to Buyer that it has the full power and authority to enter into this Agreement, that all required corporate action has been duly taken in connection herewith, and that upon execution of this Agreement by Infusion Connection Pharmacy Services, Inc., this Agreement shall become a binding obligation of Infusion Connection Pharmacy Services, Inc., enforceable against Infusion Connection Pharmacy Services, Inc. in accordance with its terms and applicable law. Buyer represents and warrants to Allergy Droplerts that Buyer has the full power and authority to enter into this Agreement, that Buyer has no other contract or agreement that conflicts with this Agreement and that this Agreement shall become a binding obligation of Buyer, enforceable against Buyer in accordance with its terms and applicable law.
17. Entirety; Modification; Severability:
This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral or written agreements. Any proposals or other documents prepared by either party preparatory to execution of this Agreement shall be considered mere negotiations leading to this Agreement and shall not be considered in the interpretation of the provisions of this Agreement. This Agreement will not be changed unless the change is in writing and signed by both parties. To the extent any provision of this Agreement is deemed unenforceable for any reason, the unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall remain in full force and effect.