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

Wellgistics.com is owned and operated by Wellgistics, LLC, 358 Eagles Landing, Lakeland, FL 33810. If you have questions, comments, or concerns about these Terms of Use (these “Terms”), you may email orders@wellgistics.com.

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.