TERMS AND CONDITIONS

 

SUPERSEDURE.  Our invoice should supersede any terms  and conditions of any purchase order made by Buyer.  No prior course of dealing or usage of trade shall affect this invoice or be admissible to explain, modify, or contradict this invoice.

PAYMENT TERMS.  Buyer shall make payments within the terms stated on the face of their invoice.  Payment terms granted to buyer might be reevaluated should it be necessary by ProVen Pharmaceuticals, LLC.

DISCLAIMER OF WARRANTIES.  For information regarding warranties, please refer to the Manufacturer’s warranty.  All products have been handled and stored to meet manufacturer’s specifications.  ProVen Pharmaceuticals, LLC is not responsible for any sort of defect, unless ProVen Pharmaceuticals, LLC caused the defect.

No agent, employee or representative of Seller has any authority to bind the seller to any affirmation, representation or warranty concerning the goods.

RETURNS.   All product returned to ProVen Pharmaceuticals MUST be authorized in advance via a Returned Merchandise Authorization Form (“RMA”). To obtain a RMA, contact your Sales Representative at 855-678-7768 or e-mail us at customerservice@provenpharma.com.

Certain products are not eligible for return due to Federal DSCSA Saleable Return guidelines, manufacturer restrictions and/or inventory limitations, and such non-eligibility is decided solely by ProVen and/or the manufacturer. In general, products not eligible for return, include, but are not limited to, all Flu products, Special Order items and Special Priced items, expired products, products not stored according to state, federal regulations, including product manufacturer’s guidelines, products not in their original packaging or container, products not containing original packaging inserts, products whose seal has been broken, and products that are or whose labels are marked, defaced, opened or altered in any way.

ProVen is not responsible for product that is returned without prior authorization (i.e., a ProVen signed RMA) and ProVen reserves the right to reject said shipment and charge customer for any incurred cost. Claims resulting from mis-shipment of non-refrigerated product must be made within 48 hours of receipt, and within the same day for refrigerated products. All other claims must be made within 14 days of receipt. All product returns not caused by mis-shipment will be subject to a 25% handling and re-stocking fee, plus freight costs. Credits will be posted to the customer’s account to be used for future purchases. The amount of credit issued will be determined based on any incurred cost by ProVen. Any exceptions to this Return Policy must be in writing and part of the original sales agreement between ProVen and customer.

All approved returned products must be handled, stored and transported in compliance with all state and federal regulations, including all DSCSA Saleable Returns regulations, as well as manufacturer guidelines. Each return must be accompanied by a ProVen RMA Form, that contains information regarding the specific product(s) being returned, the date of sale, reference to the corresponding sales invoice number, and an affirmation that the product(s) was stored and shipped in accordance with all applicable

rules, regulations, policies and procedures while in the purchaser’s custody and control, and a written and signed declaration by the purchaser. All products must be returned in complete units exactly as

purchased. All product must be returned within 10 days from the authorization date on the RMA

EXCUSABLE DELAYS.  Seller shall not be charged with any liability for delays or non-delivery of goods when due to delays or non-delivery of supplies, acts of God or the public enemy, compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not proven to be valid, riots, labor disputes, material shortages, unusually severe weather, or any other cause beyond the reasonable control of the seller.

TAXES.  All taxes (other than income or excess profit taxes) which may be imposed by any taxing authority arising from the sale, delivery or use of the goods and for which the seller may be held responsible for collection or payment, wither on its own behalf or that of the buyer, shall be paid by the buyer to the seller upon the seller’s demand.

CANCELLATIONS.  The Buyer is given the right to cancel any non-shipped product that was ordered.  ProVen Pharmaceuticals, LLC reserves the right to cancel any undelivered order or portion of the order if the account is not in current good standing, i.e. past due invoices.

ASSIGNMENT.  Buyer shall not, in whole or in part, assign or transfer any interest under any order accepted by the seller or delegate any obligation hereunder without the prior written consent of the seller.

LIABILITIES. ProVen Pharmaceuticals, LLC shall not, in any event be held liable for any damages resulting from a delay in the delivery of products, regardless of cause.  These delays or non-delivery may be as a result of but not limited to:  non-delivery from supplier, acts of God or any other unforeseen circumstances.  The buyer has the right to request a written explanation of the issues surrounding the delay or non-delivery of the product.  The buyer must then instruct ProVen Pharmaceuticals, LLC, in writing, whether the delay is acceptable or not, including whether or not the order is accepted or cancelled.

ATTORNEY’S FEES.  Buyer shall pay seller reasonable attorney’s fees and all costs and expenses of collecting should it become necessary for seller to take action to collect any sums due from the buyer to seller hereunder.

INTERPRETATION/JURISDICTION/VENUE.  All invoices shall be governed by and construed in accordance with the laws of the state of Florida.  Buyer agrees that if any action is filed by buyer or seller with respect to the transaction to which these Terms and Conditions apply, or any matter that has arisen or may arise in connection herewith, Miami-Dade County, Florida shall be exclusive jurisdiction and venue therefore.

FINANCE CHARGE.  A finance charge of 1.5% per month (18% per annum) or the maximum allowed by law, accrued daily, will be assessed on all past due invoices.