Updated: November 07, 2022
Who We Are
Wellgistics.com is owned and operated by Wellgistics, LLC, 358 Eagles Landing, Lakeland, FL 33810. If you have questions, comments, or concerns about this privacy policy (this “Policy” or “Privacy Policy”), you may email orders@wellgistics.com.
Our Commitment to Candor
Law does not require us to create, maintain, or publish a privacy policy. However, we value transparency. The primary purpose of our Policy is to describe how and when we may collect, store, use, and share your information.
Our Commitment to the Law
We strive to understand and abide by all applicable privacy laws in how we collect, store, use, and share your information. If any part of our Policy is unlawful, it is inadvertent and void.
Usage Indicates Consent
No one is forcing you to use Wellgistics.com. We appreciate your business. By visiting our website or downloading our mobile application, you consent to our Privacy Policy. Don’t use our website or mobile application, if you disagree with any part of this Policy.
How We Collect Information about You
Information from What You Say – As you use our website or mobile application, there are numerous contexts in which you may freely give us or our contractors, affiliates, and partners your personal information. For example, when you create an account, you give us your email address and other personal information.
Information from What You Do – We may track and store any information about your site or app usage, including but not limited to your location, browser type, referring URL, computer’s operating system, Internet Service Provider, IP host address, domain name, time and date of visit, pages viewed, links clicked, and time spent on each element. We may use cookies to track your user preferences, username, password, or other details to streamline your experience. You may disable cookies via your browser settings. However, disabling cookies or similar tools may limit site functionality. We may also use web beacons to track your site usage and interaction with the emails we send you. For example, web beacons may let us know whether you received or opened an email. You may be able to disable some web beacons by displaying emails as text only and adjusting browser settings.
Outside Information – We may receive information about you from third parties or public databases.
Minors – If you’re under the age of 18, we won’t knowingly collect any information about you and you must not use our site (see our Terms of Use at Wellgistics.com/terms-of-use).
How We Store Your Information
Storage in United States – Even if you access our site or app from a foreign country, we store your information in the United States in accordance with its laws. By using our site, you consent to the transfer of your information to and storage of your information in the United States.
Deleting Personally Identifiable Information – If you want us to delete personally identifiable information that we’ve collected about you, you may email orders@wellgistics.com. We’ll try to accommodate your request. But we won’t be able to any delete information when doing so would cause harm, like when the information is the subject of a legal request or obligation, governmental investigation, or investigations concerning possible violations of our terms or policies.
Security Measures But No Warranty – We implement a variety of reasonable security measures to maintain the safety of your personal information. Your personal information is stored in secured networks that are only accessible to individuals with special access rights. In addition, all sensitive information, like credit card information, will usually be encrypted via Secure Socket Layer (SSL) technology. That said, security can never be guaranteed. We don’t warrant the security of any information that we collect.
Handling Breaches – If we learn of a security breach with respect to your personally identifiable information, our first priority will be to determine the scope of the damage, notify and work with law enforcement, and engage in remedial measures, as appropriate. We’ll also notify you via email as soon as reasonably possible and meet the requirements of the Florida Information Protection Act, when applicable.
How We Use Your Information
Payment Processing – We collect and store information created by your purchases, including payment method information, merchant’s name, and the date, time, and amount of the transaction. To streamline future purchases, we may store your ACH payment information, credit card information, or debit card information. You can edit or remove such information via account settings.
Experience Enhancement – We use the personal information we collect to provide you services and enhance your user experience. For example, we may use your location to provide local trends, stories, or ads. We may use the information we collect to make inferences about you, like what topics you may be interested in, what teams you may like, etc., to customize content, including ads.
Marketing Purposes – We use the information we collect to inform you about opportunities we believe you may be interested in. You may use your settings for email and mobile notifications to control how we, our contractors, our affiliates, and our partners may contact you. You may unsubscribe from any notification by following the instructions contained within the notification or email us at orders@wellgistics.com with your request.
Phone numbers. By default, if you provide us with your phone number, you agree to receive marketing text messages to that number and pay any associated fees for receiving such messages.
Email addresses. By default, if you provide us your email address, you agree to receive emails from us, including marketing emails.
Fax number. By default, if you provide us your fax number, you agree to receive faxes from us, including marketing faxes.
Protection – We may access, process, and retain for an extended period of time any information collected about you when it is the subject of a legal request or obligation, governmental investigation, or investigations concerning possible violations of our terms or policies, or otherwise to prevent harm. We may retain information from accounts disabled for violations of our terms for at least one year to prevent repeat abuse or other violations.
How We Share Your Information
Information for Specific Third Parties – There are many contexts in which we may share the information we collect about you with specific third parties. While not all inclusive, here is a list of some instances when it may be shared:
Business transfers. If we’re involved in a bankruptcy, merger, acquisition, reorganization, or sale of assets, all of your information may be sold or transferred as part of that transaction. This Policy will apply to your transferred information.
Service providers. We engage service providers, like credit card processing companies and website hosting partners, to perform functions for us. We may share your personal information with them, subject to obligations consistent with our Privacy Policy and any other appropriate confidentiality and security measures, and on condition that they use your information only on our behalf and pursuant to our instructions.
Corporate affiliates. We may share your information, including personally identifiable information, like email addresses or phone numbers, with our corporate affiliates to improve our services and our affiliates’ services, including ads and marketing efforts.
Sales to third parties. Non-personally identifiable information may be sold to third parties for marketing, advertising, or other uses. Though not currently our practice, personally identifiable information, like email addresses or phone numbers, may also be sold as permitted by law.
At your direction. We may share your information at your direction, such as when you authorize a third-party web client or application to access your account.
Out of necessity. We may share information if we believe that it is reasonably necessary to comply with a law, regulation, legal process, or government request; to protect the safety of any person; to address fraud, security, or technical issues; or to protect our rights or property. However, nothing in this Privacy Policy is intended to limit any legal defenses or objections that you may have to a third party’s release request.
External Links
Our site may contain links to other sites or apps for your convenience. We have no responsibility for the content or practices of any third-party site or app.
Assignments
We may assign this Policy, its duties, or its benefits at any time without notice. You may not assign this Policy, its duties, or its benefits without our prior written notice.
Disputes
Governing Law – This Policy is governed by the laws of the United States and the State of Florida, excluding its conflict of laws provisions.
Internal Resolution – If you have concerns or claims with respect to our Policy, email orders@wellgistics.com. We’ll investigate and attempt to promptly resolve any complaints.
Arbitration – If your complaint cannot be resolved through our internal process, you agree to resolve your complaint through arbitration. If arbitration is necessary, it will be conducted by telephone and email, and if it must be done in person, it will be conducted in Lakeland, Florida. The arbitration will be conducted an arbitrator from the American Arbitration Association, and under the rules of commercial arbitration of that association, to the extent they’re not inconsistent with this Policy. Both parties will equally share the cost of arbitration. Attorney fees will be awarded to the prevailing party. All decisions of the arbitrator will be final and binding on both parties and enforceable in any court of competent jurisdiction. For additional information you may visit www.ADR.org.
Court – If, for whatever reason, arbitration is unenforceable, lawsuits must be brought before a court in the State of Florida. Attorney fees will be awarded to the prevailing party.
Severability – If, for whatever reason, an arbitrator or court of competent jurisdiction finds any part of this Policy to be unenforceable, all other parts will remain in force, and a valid provision which most closely approximates the intent and economic effect of the invalid provision shall be substituted for the invalid provision.
Policy Updates
You have a responsibility to review this Policy periodically. We may revise this Policy at any time. If we make a change to this Policy that, in our sole discretion, is material, we will update this webpage and may send an email to the address associated with your account. By continuing to visit our website or use our mobile application after those changes become effective, you agree to be bound by those changes regardless of whether we have issued an email notification.
Updated: November 07, 2022
Who We Are
Usage Creates a Binding Agreement
No one is forcing you to use Wellgistics.com or our mobile application (when
available). We appreciate your business. By visiting our website or downloading
our mobile application, you agree to these Terms of Use. Don’t use our website or mobile application,
if you disagree with any of these Terms.
Adults Only
If you’re under the age of 18, you must
not use our site or app.
BY
USING THIS SITE OR APP YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND CAN
LEGALLY ENTER THIS AGREEMENT.
Limitations
Warranties Disclaimed – You use
our site or app at your own risk. We provide our site and app “as is” and “as
available.” Any material obtained through the use of our site or app is done at
your risk. We will not be responsible for any damage to your computer or loss
of data that results from obtaining material from our site or app.
WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES,
SITE, OR APP WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, OR WILL BE
UNINTERRUPTED, TIMELY, SECURE, ACCURATE, UP-TO-DATE, COMPLETE, ERROR-FREE, OR VIRUS-FREE.
WE ALSO DO NOT WARRANT THAT WE WILL CORRECT ANY DEFECTS.
Liability Limited – OUR
LIABILITY TO YOU IS LIMITED. TO THE FULL EXTENT PERMITTED BY LAW, WE WILL NOT
BE LIABLE FOR DAMAGES OF ANY KIND RELATED TO YOUR USE OF OUR SITE OR APP,
REGARDLESS OF CAUSE. WE WILL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL,
PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, DATA,
GOODWILL, OR USE; OR ANY OTHER HARM REGARDLESS OF FORESEEABILITY.
Exclusions – SOME
PLACES DO NOT ALLOW DISCLAIMING CERTAIN WARRANTIES OR LIMITING LIABILITY FOR
CERTAIN DAMAGES. THUS, SOME DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU.
Accounts
Registration – You may
not use the account, username, or password of someone else at any time unless
you do so with express agency authority. When you create an account or register
for services on our website or mobile application, you must provide complete
and accurate information.
Security – If you
create a username and password, you may not share them with anyone and you are
responsible for maintaining their confidentiality. You will be liable for any
loss that results from anyone using your account with your permission or due to
your failure to log out of your account or protect your username and password.
You must immediately notify us if you suspect any unauthorized account use.
Investigation – To
ensure that we provide a high quality experience for you and for other users,
you agree that we may access your account and records on a case-by-case basis
to investigate complaints or allegations of abuse, or infringement of third
party rights. We do not intend to disclose the existence or occurrence of such
an investigation unless required by law.
Termination – We may
terminate your account or your access to our site or app immediately, without
notice, and without liability to you, if we believe that you have violated any
of these Terms of Use.
Prohibited Uses
No Hacking – You may
not access or attempt to access any services, content, user accounts, computer
systems, or networks without permission, through hacking, password mining. or
any other means. You may not probe, scan, or test the vulnerability of our site
or app, or any associated system or network. You may not infect or attempt to
infect our site or app with any virus.
No Altering – You may
not reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to
reduce to a human-perceivable form any of the source code used in our site or
app. You may not alter or attempt to alter any part of our site or app beyond
the customizations that we enable.
No Interfering – You may
not use our services, site, or app in any way that may damage, disable,
overburden, or impair our servers or networks. You may not interfere with
others’ use or enjoyment of our site or app. Though not all-inclusive, you may
not overload, “flood,” “spam,” “mail bomb,” or “crash”
our site or app; or use our site or app to send unsolicited emails, including
ads.
No Competing – You may
not use our services, site, or app to compete or attempt to compete with our
business.
No Infringing Our Rights – The
content on our site and app is protected by copyright, trademark, patent, trade
secret, international treaties, and other proprietary rights. You may not copy
or share any content from our site or app without consent. We (and our
licensors) own and retain the property rights to the content on our site and
app. You do not acquire ownership rights to any content by using our site or
app.
No Infringing Others’ Rights – You
must respect the property rights, including intellectual property rights, of
others. We will respond to notices of alleged infringement that comply with
applicable law and are properly provided to us. We reserve the right to remove
content alleged to be infringing without prior notice and at our sole
discretion.
If Your Rights Are Infringed
Our services allow or may soon allow
user-generated content. We have no responsibility to review or approve any
user-generated content before it’s published on our site or app. However, we
respect the intellectual property rights of others and expect our users to do
the same.
If you believe that your content has been
copied in a way that constitutes infringement of an intellectual property
right, please email legal@wellgistics.com
(1)
the physical or electronic signature of the intellectual property right owner
or his or her authorized representative; (2) your contact information,
including your address, telephone number, and an email address; (3) a statement
by you that you have a good faith belief that use of the material in the manner
complained of is not authorized by the owner or the law; (4) a statement that
the information in the notification is accurate, and, under penalty of perjury,
that you are authorized to act on behalf of the owner; (5) identification of
the intellectual property claimed to have been infringed; and (6) reasonably
sufficient information to permit us to locate the material that is claimed to
be infringing or the subject of infringing activity and that is to be removed
or disabled.
Reasonably sufficient information to
permit us to locate infringing material includes a display name, username,
date, time, and broadcast URL, if available.
Privacy Policy and Terms of Sale are
Incorporated
These Terms include an obligation to
follow our Privacy Policy (see our Privacy Policy at Wellgistics.com/privacy) and
orders placed through Wellgistics.com are
subject to our Terms of Sale (see our Terms of Sale at Wellgistics.com/Terms-of-Sale), both of
which are incorporated herein by reference.
If there is any conflict between the Privacy Policy or the Terms of Sale
and this Agreement, this Agreement shall not control.
Indemnity
You agree to indemnify and defend us, our
affiliates, officers, directors, employees, consultants, agents, and representatives
from any and all third-party claims, losses, liability, damages, and costs
(including reasonable attorney fees and costs) arising from (1) your access to
or use of our site or app; (2) your violation of these Terms of Use; or (3)
your infringement, or infringement by any other user of your account, of any
right of any person or entity.
External Links
Our site may contain links to other sites
or apps for your convenience. We have no responsibility for the content or
practices of any third-party site or app.
Third Party Beneficiaries
Our service providers are third party
beneficiaries of these Terms of Use and may (subject to our agreements with
them) enforce our rights with respect to any infringement by you without
joining us in any suit.
Assignments
We may assign this Agreement, its duties,
or its benefits at any time without notice. You may not assign this Agreement,
its duties, or its benefits to anyone else without our prior written notice.
Disputes
Governing Law – These
Terms are governed by the laws of the United States and the State of Florida,
excluding its conflict of laws provisions.
Waiver – We may waive (or forgive liability) of
any breach (or failure) by you to abide by any of these Terms. However, no
waiver is valid unless it is in writing and we sign it. Also, waivers apply
only to specifically identified failures and do not give you permission to
breach Terms at other times.
Internal Resolution – If you
have concerns or claims with respect to your usage of our website or mobile
application, email orders@wellgistics.com. We’ll
investigate and attempt to promptly resolve any complaints.
Arbitration – If your
complaint cannot be resolved through our internal process, you agree to resolve
your complaint through arbitration. If arbitration is necessary, it will be
conducted by telephone and email, and if it must be done in person, it will be
conducted in Lakeland, Florida. The arbitration will be conducted an arbitrator
from the American Arbitration Association, and under the rules of commercial
arbitration of that association, to the extent they’re not inconsistent with
these Terms. Both parties will equally share the cost of arbitration. Attorney
fees will be awarded to the prevailing party. All decisions of the arbitrator
will be final and binding on both parties and enforceable in any court of
competent jurisdiction. For additional information you may visit www.ADR.org.
Court – If, for whatever reason, arbitration
is unenforceable, lawsuits must be brought before a court in the State of
Florida. Attorney fees will be awarded to the prevailing party.
Severability – If, for
whatever reason, an arbitrator or court of competent jurisdiction finds any
part of these Terms to be unenforceable, all other parts will remain in force,
and a valid provision which most closely approximates the intent and economic
effect of the invalid provision shall be substituted for the invalid provision.
Rights and Remedies – The rights and remedies expressly
provided to Wellgistics herein are not exclusive, but are cumulative and in
addition to any other remedies at law or equity.
Limitations Period – With
the exception claims by Wellgistics arising from unpaid invoices, any claim(s)
between the Parties arising out of this Agreement shall be brought within one
year after the accrual of such claim(s). Any such claims not brought within one
year of accrual are waived and forever barred.
Updates
Buyer has a responsibility to review
these Conditions periodically. Wellgistics may revise these Conditions at any
time. If Wellgistics makes a change to these Conditions that, in its sole
discretion, is material, Wellgistics will update this webpage and may send an
email to the address associated with Buyer’s account. By continuing to place
orders after those changes become effective, Buyer agrees to be bound by those
changes regardless of whether Wellgistics has issued an email notification.
BY USING THIS WEBSITE OR MOBILE
APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE
BOUND BY THESE TERMS OF USE.
Updated: November 07, 2022
Updated: November 07, 2022
ALL PRICES, PRODUCTS, PURCHASE ORDERS,
INVOICES, AND OTHER SALES AND CREDIT TRANSACTIONS WITH WELLGISTICS LLC
(“WELLGISTICS”) ARE SUBJECT TO THESE CONDITIONS, WHICH MAY BE CHANGED WITHOUT NOTICE.
Agreement
The following sets forth Wellgistics’
Terms and Conditions of Sale (“Conditions”) as of the Effective Date.
Buyer agrees to and is bound to these Conditions set forth in this Agreement by
submitting a New Account Application, Purchase Order, or Invoice Payment to
Wellgistics. Wellgistics may amend these Conditions from time-to-time without
notice. In the event of a conflict between these Conditions and the terms of
another written agreement signed by Wellgistics and Buyer, the conflicting
terms of the later dated document control.
In addition to the statements made in the
definitions below, these Conditions apply to any offer, acceptance,
acknowledgment, invoice, proposal, quotation, or other similar document issued
by Wellgistics in connection with a sale of Products to Buyer. These Conditions also apply to any Purchase
Order or other similar document issued by Buyer in connection with the purchase
of Products from Wellgistics, unless the parties expressly agree to the
contrary in a writing signed by the Parties. Any terms or conditions stated by
Buyer in any Purchase Order that are different from, or in addition to, the
Agreement will be void and of no force or effect and are hereby expressly
objected to and rejected. Wellgistics is not obligated to accept any Purchase
Order from Buyer and all orders are subject to acceptance by Wellgistics. Once Wellgistics
agrees to fill an order for Products, Buyer’s order cannot be cancelled without
Wellgistics’ written consent. All sales of Products to Buyer are nonreturnable
and nonrefundable.
Payment Terms
Unless different terms are agreed to in
writing by Wellgistics, all Buyer’s Purchase Orders issued to Wellgistics shall
be prepaid via ACH bank transfer, wire transfer, cashier’s check, or debit or
credit card payment (with an additional convenience fee). Upon receipt of
payment, Product shipment will be released to Buyer.
If Buyer pays via ACH bank transfer, or
debit or credit card payment, Buyer agrees to allow Wellgistics to process
future Purchase Orders via the same method and account. Buyer agrees to allow Wellgistics
to store Buyer’s financial account information to automatically process such
orders. Buyer may update payment method via account settings. If Buyer fails to
maintain a sufficient balance or credit line in the account that Wellgistics
has on file and charges, Buyer will be solely responsible for any and all
associated penalties, fees, or surcharges imposed by Buyer’s financial
institution.
If Buyer’s Purchase Order is not prepaid,
Buyer agrees to pay Wellgistics for the Purchase Order no later than ten (10)
calendar days from the earlier of the shipping date or invoice date. Buyer
further agrees to pay Wellgistics a late charge on any past due amounts at the
rate of one and a half percent (1.5%) per month or the maximum amount permitted
by law, whichever is less. A fifty-dollar service fee will be issued to Buyer’s
account for each returned check.
In the event that Buyer is past due in
payment of any amounts owed, whether invoiced or not, Wellgistics may place
Buyer’s account into credit hold status. While in credit hold status, any
pending shipments, or additional Purchase Orders placed may be suspended at Wellgistics’
sole discretion. Receipt by Wellgistics of payment in full for all outstanding
balances, including any late fees or associated penalties, is required for Wellgistics
to consider removing an account from credit hold status. Buyer shall furnish
financial information requested by Wellgistics as reasonably required in order
to establish Buyer’s eligibility for the extension of credit. Wellgistics
reserves the right in its sole discretion to require payment in full prior to
shipment of any Products.
Buyer will pay all costs and expenses
(including attorneys’ fees) incurred by Wellgistics in collecting any amounts
owed by Buyer. Buyer hereby waives any existing and future claims and offsets
against payments due for the purchase of any and all Products and agrees to pay
all amounts due regardless of any such offset or claim.
Credit Terms
It is not Wellgistics’ general practice
to offer credit terms to Buyers.
However, credit terms may be extended on accounts whose credit standing
has been approved by Wellgistics. Credit levels will be determined by Buyer’s
ability to pay based on financial information, credit history, credit
references, and Buyer’s previous purchase patterns. If approved, credit may be
extended up to a level adequate to meet the Buyer’s expected purchase patterns
under stated terms of sale provided that the Buyer, in Wellgistics’ discretion,
can demonstrate ability to pay. Buyer must furnish information requested by Wellgistics
for review to verify its ability to pay sums due, including but not limited to
Buyer’s audited financial statements. Wellgistics reserves the right to require
payment in advance of shipment or delivery in cash, or to suspend or cancel any
further shipments until payment has been received, if in Wellgistics’ sole
judgment Buyer’s financial condition or creditworthiness has become impaired.
Failure to furnish payment within ten (10) calendar days of demand by Wellgistics
shall constitute a repudiation of the Agreement and any credit agreement, and
in such event Wellgistics shall be entitled to receive reimbursement for its
costs related to cancellation.
If credit is extended to Buyer, the
maximum term for the payment of Product purchased by Buyer from Wellgistics on
credit shall be forty-five (45) calendar days.
Wellgistics may charge a service fee on Purchase Orders that are
fulfilled on credit, in accordance with the following schedule: (i) up to two
percent (2%) of purchase price on a fifteen (15) day credit term; (ii) up to
three and a half percent (3.5%) of purchase price on a thirty (30) day credit
term; and (iii) up to two five (5%) of purchase price on a forty-five (45) day
credit term. If Buyer fails to pay Wellgistics by the expiration of the agreed
upon credit term, the default interest rate of one and a half percent shall
apply to the past due balance as stated above in the Payment Terms in addition
to the service fee. Buyer expressly authorizes Wellgistics to, without
additional notice, process Buyer’s payment methods on file when payment is due,
and, in an attempt to collect any past due amounts. If Buyer fails to maintain
a sufficient balance or credit line in the account that Wellgistics has on file
and charges, Buyer will be solely responsible for any and all associated
penalties, fees, or surcharges imposed by Buyer’s financial institution.
Costs of Collection
If Buyer fails to timely pay in accordance
with these Conditions, Buyer shall be responsible to reimburse Wellgistics for
all costs of collection. If Wellgistics
retains or employs attorneys or other agencies in order to secure payment of
any sums due from Buyer, or otherwise enforce these Conditions or any credit
agreement, Buyer agrees to pay attorney and/or collection fees, costs, and any
and all other related expenses in addition to all sums due.
Shipment of Product
All Products shall be shipped F.O.B.
origin, whether originating in the continental United States, Puerto Rico, or
such other shipping locations in the United States that may be designated by Wellgistics
from time-to-time. Risk of loss of the Products shall pass to Buyer at the time
the designated carrier takes possession of the Products from a Wellgistics’
designated shipping location. Wellgistics
does not make any guarantee regarding the delivery date or time. Shipments will be shipped to the shipping
address designated by Buyer for delivery during normal business hours.
Shipping and Handling Charges
All Purchase Orders that are accepted and
shipped, regardless of payment form, are subject to all shipping related
charges and fees. All shipping and handling charges for orders outside of the
Continental United States will be determined on a case-by-case basis. Wellgistics
reserves the right to utilize the most cost effective solution and/or carrier to
ensure delivery according to these Conditions. Any increase to shipping cost
based on the request of the Buyer for specialized services, or request of
non-primary Wellgistics carrier/vendor or upgrade from ground to expedited
shall be invoiced separately and be paid for by the Buyer. Buyer may provide Wellgistics
with Buyer’s shipping account number to use Buyer’s shipping vendor.
Storage and Handling
Subject to the terms of any applicable
Consignment Agreement between the Parties, Buyer will at all times handle,
maintain, store, transport, deliver and otherwise manage and distribute the
Products supplied by Wellgistics in strict accordance with all handling,
maintenance, storage, transportation, delivery and distribution requirements as
labeled on the Products or as specified by Wellgistics or the third-party manufacturer
and in strict accordance with all applicable federal, state and local laws,
rules, regulations and practices. Buyer shall keep and maintain for the period
of time required by applicable laws (but at least for a five-year period)
detailed records and make such records available for inspection by Wellgistics
during normal business hours upon reasonable advance notice.
Taxes
The prices Wellgistics establishes for
its Products do not include any applicable taxes of any kind, including (but
not limited to) sales, use, value-added, excise or withholding taxes or any
customs, duties or fees, which Buyer shall be responsible for paying. Buyer
shall pay when due all taxes and governmental charges of any kind including
without limitation all sales, use, personal property, ad valorem, value added,
stamp or other taxes, levies, customs duties or other similar charges or fees
(other than any taxes based on Wellgistics’ net income), imposed by any
government or government agency on the Products (or the use thereof) as a
direct or indirect result of the transactions hereunder (“Tax”). Buyer
will indemnify and hold Wellgistics harmless against any such taxes, duties or
fees and shall reimburse Wellgistics upon demand for any Tax owed by Buyer that
is paid by Wellgistics, whether such Tax is designated, levied or based on
transactions hereunder.
Security Interest
Subject to the terms of any Consignment
Agreement or Credit Agreement between Buyer and Wellgistics (if applicable),
Buyer hereby grants and Wellgistics hereby retains, a purchase money security
interest and lien in and to the Products, wherever located, and all
replacements or proceeds of the Products, until the invoice for the applicable
Products is paid in full, including any late charges and costs of collection.
Buyer consents to Wellgistics’ use of this Agreement, as well as Product
invoices, as financing statements for protecting this security interest and
hereby appoints Wellgistics as Buyer’s agent for service of process.
DISCLAIMER OF WARRANTY
Buyer acknowledges that Wellgistics is a
wholesale distributor of the Products and is not a manufacturer of the
Products. Buyer acknowledges that Wellgistics
is not liable for any illness or condition resulting from compromised or
damaged Products or due to improper or inappropriate administration of the
Products.
WELLGISTICS MAKES NO REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO THIS AGREEMENT OR THE PRODUCTS, AND WELLGISTICS
EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES REGARDING THIS
AGREEMENTAND THE PRODUCTS AND ANY OTHER MATERIALS OR INFORMATION, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT; PROVIDED, HOWEVER, THAT TO THE EXTENT IT IS
LEGALLY AUTHORIZED TO DO SO, WELLGISTICS
WILL ASSIGN OR OTHERWISE “PASSTHRU” TO BUYER ANY WARRANTIES PROVIDED TO
WELLGISTICS BY THE THIRDPARTY MANUFACTURER OF THE PRODUCTS.
LAWS FROM TIME TO TIME IN FORCE IN THE
RELEVANT MARKET MAY IMPLY WARRANTIES WHICH CANNOT BE EXCLUDED OR WHICH CAN ONLY
BE EXCLUDED TO A LIMITED EXTENT, IN WHICH CASE, WELLGISTICS LIMITS ITS
WARRANTIES AND LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN NO EVENT WILL WELLGISTICS OR ANY OF
ITS SUPPLIERS, OR AGENTS BE LIABLE TO BUYER FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR SPECIAL DAMAGES FOR ANY ACT OR OMISSION ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS OR WITH THE SALE, HANDLING,
MAINTENANCE, STORAGE, TRANSPORTATION, DELIVERY, USE OR DISTRIBUTION OF THE
PRODUCTS, INCLUDING WITHOUT LIMITATION ANY LOSSES, EXPENSES, OR DAMAGES
INCURRED BY REASON OF LOST REVENUES OR PROFITS, COSTS OF SUBSTITUTE PRODUCTS,
EXPENSES OR LOSSES, EVEN IF FORESEEABLE OR IF WELLGISTICS HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABLITY
Wellgistics shall not be liable to Buyer
or to any third party for any special, indirect, incidental or consequential
damages nor for any injury to persons or property, under any claim or theory of
recovery. The entire liability of Wellgistics to Buyer, and the sole and
exclusive remedy of Buyer, for any claim or cause of action arising hereunder
(whether in contract, tort, or otherwise) will not exceed the purchase price
paid for the Products which are the subject of such claim or cause of action. Wellgistics
will not have any tort liability to Buyer arising from this Agreement including
claims relating to negligence or defects in the Products. Each party recognizes
and agrees that the warranty disclaimers and liability and remedy limitations in
this Agreement are material to this Agreement and that they have been taken
into account and reflected in determining the consideration to be given by each
party under this Agreement and in the decision by each party to enter into this
Agreement.
Indemnity
Buyer agrees to indemnify, defend and
hold harmless Wellgistics and its employees, officers, directors, and agents
from and against any and all losses, claims, suits, demands, damages, costs,
expenses, attorneys’ fees, fines, and penalties that result from or arise out
of (i) an actual or alleged defect in the Products; (ii) any misconduct,
negligence, misrepresentation, error or omission on the part of Buyer or
Buyer’s employees, subcontractors or agents; and (iii) any breach by Buyer or
default of Buyer of any of its representations, warranties or obligations under
this Agreement.
Returns
All sales are FINAL. Wellgistics only
accepts returns for: (1) received damaged, (2) manufacturer recall, and (3)
other circumstances to be approved by Wellgistics management.
Cancellation of Purchase Order(s)
Wellgistics shall have the right
hereunder to cancel all or part of any Purchase Order(s) to which these
Conditions of Sale apply after its acceptance of the Purchase Order(s) without
penalty or cancellation charge.
Permits, Licenses, and Compliance with
Law
Unless otherwise agreed in writing, Wellgistics
agrees that it will restrict the use of the Products to the United States,
excluding its territories. Buyer
represents and warrants that is has in place and will maintain all necessary
licenses, permits, certificates, and other requisite documents in connection
with purchasing, handling, maintaining, storing, transporting, delivering and
otherwise managing and dispensing the Products purchased under this
Agreement. Buyer shall comply with all
federal, state and local laws, rules and regulations applicable to the purchase
and use of the goods. In addition, Buyer shall obtain all permits and licenses
required by federal, state or local authorities in connection with any of the
goods and shall bear all expenses in obtaining such permits and licenses or in
complying with any related rules, regulations, ordinances and statutes. Buyer represents and warrants that all
locations designated as “ship-to” locations shall have all necessary licenses,
permits, certificates and other authorizations required to receive shipment of
Products from Wellgistics legally.
Medicare/Medicaid Disclosure
If and to the extent any discount,
credit, rebate or other purchase incentive is paid or applied by Wellgistics
with respect to the goods purchased hereunder, such discount, credit, rebate or
other purchase incentive shall constitute a “discount or other reduction
in price,” as such terms are defined under the Medicare/Medicaid
Anti-Kickback Statute, on the goods purchased by Buyer hereunder. Wellgistics
and Buyer agree to use their best efforts to comply with any and all
requirements imposed on sellers and buyers, respectively, under 42 U.S.C. §
1320a-7b(b)(3)(A) and the “safe harbor” regulations regarding
discounts or other reductions in price set forth in 42 C.F.R. § 1001.952(h). In
this regard, Buyer may have an obligation to accurately report, under any state
or federal program which provides cost or charge based reimbursement for the
goods or services covered by these Conditions of Sale, the net cost actually
paid by Buyer.
Relationship
The Parties are acting independently and
shall at all times act as an independent contractor of each other in the sale
of the Products and are not partners, joint venturers, agents, or legal
representatives or agents of each other for any purpose. Neither party shall
have any right or power to act for or bind the other, in any respect, to pledge
its credit, to accept any service of process upon it, or to receive any notices
of any nature whatsoever.
No Assignment
Wellgistics may assign this Agreement,
its duties, or its benefits at any time without notice. Buyer may not assign
this Agreement, its duties, or its benefits to anyone else without Wellgistics’
prior written consent.
Amendments
These Conditions are subject to revision,
amendment or supplement by Wellgistics from time to time, and such revision,
amendment or supplement shall be binding upon Buyer.
Entire Agreement
Subject to the definition of Agreement
below, this Agreement is the complete and entire agreement between Wellgistics
and Buyer regarding the purchase of Products. This Agreement supersedes any
prior or contemporaneous discussions, communications and agreements, including
but not limited to representations made in Wellgistics sales literature and
advice given to Buyer by Wellgistics or any agent or employee thereof that may
have been made in connection with Buyer’s purchase of any Products from Wellgistics.
This Agreement is subject to change without notice by Wellgistics. This
Agreement is further subject to modification as Wellgistics may deem necessary
or appropriate to comply with federal and/or state laws, rules and regulations,
FDA guidelines and any other restrictions applicable to the Product and
transactions related thereto.
Disputes
Governing Law – These Conditions, this Agreement and
all other questions arising hereunder or pursuant to the parties’ transaction
shall be governed and determined by the laws of the State of Florida, excluding
its conflict of laws provisions.
Waiver – Wellgistics may waive (or forgive
liability) of any breach (or failure) by Buyer to abide by any of these
Conditions. However, no waiver is valid unless it is in writing and signed by Wellgistics.
Also, waivers apply only to specifically identified failures and do not give
Buyer permission to breach Conditions at other times.
Internal
Resolution – If you have
concerns or claims with respect to your Purchase Orders or these Conditions,
email orders@wellgistics.com. Wellgistics will investigate
and attempt to promptly resolve any complaints.
Disputed
invoices. If Buyer disputes
an invoice in good faith, Buyer shall promptly notify Wellgistics in writing of
the grounds for the dispute and pay any undisputed portion of the invoice. The
Parties shall use commercially reasonable efforts to resolve the matter within
fifteen (15) calendar days of such notice.
Claims
for shortage, defects, or product damage. All receiving discrepancies (including Product shortage, defect or
damage) must be reported to Wellgistics (via phone, e-mail, or fax) in
accordance with the following: (i) Buyer must report any claims for shortage,
defects or damage to any refrigerated Products upon receipt of shipment from Wellgistics;
and (ii) on all other Products within forty-eight (48) hours of receipt of
shipment. If Buyer believes any of the Products contain a manufacturing defect,
Buyer must contact the manufacturer directly.
All Products are subject to Wellgistics’ return policy outlined
in these Conditions.
Force
majeure. Wellgistics may
suspend deliveries of Product under this Agreement and shall be released from
its obligations if, and to the extent that any delay or failure to perform such
obligations, is due to fire or other casualty, product or material shortages,
strikes or labor disputes, transportation delays, change in business conditions
(other than insignificant changes), manufacturer out-of stock or delivery
disruptions, acts of God, seasonal supply disruptions, government action,
including the inability to obtain quota for controlled substance products, or
other causes beyond the reasonable control of Wellgistics. In addition, Wellgistics may allocate
available Product among its customers from emergency supply inventories and
reduce or otherwise adjust Buyer’s orders accordingly without liability to
Buyer by notifying Buyer of the same.
Arbitration – If your complaint cannot be resolved
through our internal process, you agree to resolve your complaint through
arbitration. If arbitration is necessary, it will be conducted by telephone and
email, and if it must be done in person, it will be conducted in Tampa,
Florida. The arbitration will be conducted an arbitrator from the American
Arbitration Association, and under the rules of commercial arbitration of that
association, to the extent they’re not inconsistent with these Terms. Both
parties will equally share the cost of arbitration. Attorney fees will be
awarded to the prevailing party. All decisions of the arbitrator will be final
and binding on both parties and enforceable in any court of competent
jurisdiction. For additional information you may visit www.ADR.org.
Court – If, for whatever reason, arbitration
is unenforceable, lawsuits must be brought before a court in the State of
Florida. Attorney fees will be awarded to the prevailing party.
Severability – If, for whatever reason, an arbitrator
or court of competent jurisdiction finds any part of these Conditions to be
unenforceable, all other parts will remain in force, and a valid provision
which most closely approximates the intent and economic effect of the invalid
provision shall be substituted for the invalid provision.
Rights and
Remedies – The rights and
remedies expressly provided to Wellgistics herein are not exclusive, but are
cumulative and in addition to any other remedies at law or equity.
Limitations Period – With the
exception claims by Wellgistics arising from unpaid invoices, any claim(s)
between the Parties arising out of this Agreement shall be brought within one
year after the accrual of such claim(s). Any such claims not brought within one
year of accrual are waived and forever barred.
Updates
Buyer has a responsibility to review
these Conditions periodically. Wellgistics may revise these Conditions at any
time. If Wellgistics makes a change to these Conditions that, in its sole
discretion, is material, Wellgistics will update this webpage and may send an
email to the address associated with Buyer’s account. By continuing to place
orders on this website or Wellgistics’ mobile application after those changes
become effective, Buyer agrees to be bound by those changes regardless of
whether Wellgistics has issued an email notification.
Definitions
As used in these Terms and Conditions of
Sale:
“Agreement” means the
version of Wellgistics’ Conditions as of the Effective Date, together with the
terms of any credit application and/or credit agreement executed by Buyer and
any other agreements, Purchase Orders, invoices signed (or accepted) by Wellgistics
and Buyer or oral agreements relating to Products sold or distributed by Wellgistics
to Buyer;
“Buyer” means any person, firm, company or
entity to whom Wellgistics actually or prospectively supplies or distributes
any Products, including (but not limited to) New Account Applicants;
“Conditions” means the terms
and conditions set out herein (and as amended from time to time by Wellgistics)
and any other conditions and/or terms of sale set out or referred to in Wellgistics’
acknowledgement of order;
“Effective Date” means later of
the Revision Date, the date of Buyer’s execution of the New Account Application
or the Buyer’s last purchase transaction with Wellgistics;
“Invoice Payment” means any
payment submitted by Buyer to Wellgistics for the payment of Products by Buyer
from Wellgistics, whether or not Buyer was invoiced in writing or orally;
“New Account Application” means the
document signed by a Buyer required to open an account with Wellgistics in
order for Buyer to purchase Products;
“Parties” means the Buyer
and the Wellgistics collectively. “Party” means either Buyer or Wellgistics,
as may be determined by its context;
“Products” means any
products or goods Wellgistics agrees to sell or distribute to the Buyer
(including any part or parts of them);
“Purchase Order” means any order,
whether written or oral, submitted by Buyer to Wellgistics for the purchase of
Products;
“Revision Date” means the above
stated date when these Conditions were last updated; and
“Wellgistics” means Wellgistics
LLC, a Florida limited liability company.
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