Terms and Conditions (Tanner as Buyer)

These terms and conditions (“Terms & Conditions”) govern the purchase of products and/or services by you or your company (hereinafter referred to as “Seller”) from any Tanner Pharma Group entity (hereinafter referred to as “Buyer”). These Terms & Conditions are an integral part of any transaction between Seller and Buyer for the supply of goods, products, materials or services (“Deliverables”) to Buyer and shall constitute the complete agreement between the Seller and Buyer in connection with any transactions between Seller and Buyer unless otherwise revised in writing and agreed to by the Buyer.

In the event there is a Purchase Order or Services and/or Supply Agreement generated between the parties covering the Deliverables, these Terms & Conditions shall prevail. Any additional or different Terms & Conditions proposed by the Seller or contained in any form are hereby rejected.

Either the Seller or the Buyer may be referred to individually as a “party” or together as the “parties”.  Unless modified in writing by mutual agreement of the parties, the following terms shall be an integral part of any agreement between Seller and Buyer:

1. Entire Agreement.
   This Agreement shall apply to all product purchases between you and the Buyer and may NOT be altered, supplemented, or amended by you through the use of any other document(s).  Any attempt to alter, supplement, or amend this Agreement, or to enter an order for product(s) which is (are) subject to additional or altered terms and conditions, will be null and void, unless otherwise agreed to in a written agreement signed by both you and the Buyer.
   The accompanying purchase order (the “Purchase Order”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Seller’s general terms and conditions of sale regardless whether or when Seller has submitted its sales confirmation or such terms. This Agreement expressly limits Buyer’s acceptance to the terms of this Agreement. Fulfillment of this Purchase Order constitutes acceptance of these Terms.
2. Pricing and Payment Terms.
   The price of the goods and services is the price stated in the Purchase Order (in the currency specified in the Purchase Order) If no price is included in the Purchase Order, the price shall be the price set out in Seller’s published price list in force as of the date of the Purchase Order. Unless otherwise specified in the Purchase Order, the price includes all packaging, transportation costs, insurance, customs duties and fees, and applicable taxes. No increase in the price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of the buyer.
   Upon Buyer submitting a Purchase Order to Seller, the Seller shall immediately provide the Buyer with an invoice so that the Buyer can prepay for the product(s) being purchased; provided however, for product purchases that are not prepaid by Buyer,  the Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with these Terms. All payments to the Seller shall be made via ACH direct debit or other payment forms acceptable to the Seller.  Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller under this Agreement. In the event of a payment dispute, Buyer shall deliver a written statement to Seller no later than 10 days prior to the date payment is due on the disputed invoice listing all disputed items and a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 2. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under this Agreement notwithstanding any such dispute.
3. Delivery of Goods.
   Seller shall deliver the goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the “Delivery Date”). If no delivery date is specified, Seller shall deliver the goods within five (5) business days of Seller’s receipt of the Purchase Order. If Seller fails to deliver the goods in full on the Delivery Date, Buyer may terminate this Agreement immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the goods on the Delivery Date.
   Seller shall deliver all goods to the address specified in the Purchase Order (the “Delivery Point”) during Buyer’s normal business hours or as otherwise instructed by Buyer. Seller shall pack all goods for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller’s risk of loss and expense.
4. Acceptance. No effect shall be given to any terms proposed in Seller’s invoice, proposal, sales note, acknowledgment or other document which add to, vary from, or conflict with this Agreement. Seller shall be deemed to have so assented and acknowledged the Purchase Order and these Terms unless Seller notifies Buyer in writing within three (3) days of Seller’s receipt of the Purchase Order that it rejects the terms of the Purchase Order and these Terms.
5. Quantity. If Seller delivers more  or less than the quantity of goods ordered, Buyer may reject all or any excess goods. Any such rejected goods shall be returned to Seller at Seller’s sole risk and expense. If Buyer does not reject the goods and instead accepts the delivery of goods at the increased or reduced quantity, the price for the goods shall be adjusted on a pro-rata basis.
6. Shipping Terms.
   Delivery shall be made at an agreed Delivery Point  in accordance with the Incoterms 2020 on the face of this Agreement. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, invoices, correspondence and any other documents pertaining to the Purchase Order.
7. Title and Risk of Loss
   Title and risk of loss passes to Buyer upon delivery of the goods at the Delivery Point.
8. Inspection and Rejection of Nonconforming Goods.
   Buyer has the right to inspect the goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the goods, and may reject all or any portion of the goods if it determines the goods are nonconforming or defective. If Buyer rejects any portion of the goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind this Agreement in its entirety; (b) accept the goods at a reasonably reduced price; or (c) reject the goods and require replacement of the rejected goods. If Buyer requires replacement of the goods, Seller shall, at its expense within 5 days replace the nonconforming or defective goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement goods. If Seller fails to timely deliver replacement goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Agreement for cause. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Agreement, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.
9. Data Privacy.
   For purposes of protecting personal information that is regulated under governing laws, Seller, to the extent required by law, will:
   • Data Storage by Seller.
     Seller shall store personal data in accordance with applicable laws and regulations.
   • Use of Personal data by Seller.
     Seller shall use personal data only to the extent necessary to complete the product transaction(s) and only in accordance with applicable laws.
   • Data Privacy Policy. Buyer has informed the Seller about the Buyer’s “Data Privacy Policy” and Seller agrees to comply with said Data Privacy Policy.  Upon Seller’s request, Buyer will provide Seller with an electronic copy of Seller’s Data Privacy Policy; further, a hard copy of said Data Privacy Policy will be made available to the Seller upon written request.
10. Confidentiality. Each party and its employees/representatives will protect all proprietary and confidential information (“Confidential Information”) disclosed by the other and not use or disclose it unless legally required or in connection with this Agreement, pursuant to all applicable laws and regulations that apply to the parties. Confidential Information does not include information available on a non-confidential basis; known or able to be formulated by the receiving party; or required to be disclosed by law.
11. Compliance with Applicable Laws and Regulations.
    All parties who are to be subject to this Agreement shall comply with all laws and regulations that apply to such party. The Seller will comply with Good Distribution Practices at all times, while products are in storage and in transport.  While products are under Seller’s care, Seller shall endeavor to safeguard said products that may adversely affect the safety and efficacy of the products. Further, Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Seller shall comply with all export and import laws of all countries involved in the sale of the goods under this Agreement or any resale of the goods by Seller. Seller shall provide all required documentation needed by Buyer for shipments of goods requiring any government import clearance.
12. Adverse Events.
    Each party will provide the other party with all information available to such party that such other party may reasonably require to comply with its Safety Data Exchange responsibilities under applicable Law, including notice of any Adverse Drug Experiences from pre-clinical or clinical laboratory, animal toxicology and pharmacology studies, clinical trials and commercial experiences with any product, whether by such party, its affiliates or its sublicensees.
13. Warranties
    Seller warrants to Buyer that all goods sold under this Agreement will:
    • Be free from any defects in workmanship, material and design;
    • Conform to applicable specifications and other requirements specified by Buyer;
    • Be fit for their intended purpose and operate as intended;
    • Be merchantable;
    • Be free and clear of all liens, security interests or other encumbrances;
    • Not infringe or misappropriate any third party’s patent or other intellectual property rights; and
    • Product was sourced through secured authorized channels.
      These warranties survive any delivery, inspection, acceptance or payment of or for the goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the goods with the foregoing warranties. If Buyer gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, promptly replace or repair the defective or nonconforming goods and pay for all related expenses.
14. Insurance. Seller shall, at all times and at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in such amounts that is standard for companies such as the Seller in its industry with financially sound and reputable insurers. Upon Buyer’s request, Seller shall provide Buyer with a certificate of insurance from Seller’s insurer evidencing the insurance coverage specified in herein. The certificate of insurance shall name Buyer as an additional insured. Seller shall provide Buyer with commercially reasonable advance written notice in the event of a cancellation or material change in Seller’s insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer’s insurers and Buyer.
15. Indemnification.
    Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with any goods purchased from Seller or Seller’s negligence, willful misconduct or breach of the Agreement, or Seller’s violation or alleged violation of any federal, state, county or local laws or regulations including, without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices.
    Further, Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer’s or Indemnitee’s use or possession of any goods purchased therefrom infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party.
16. Governing Law and Jurisdiction.
    This Agreement shall be governed by, and construed in accordance with, the laws of the State of North Carolina and the United States, as though made and to be fully performed therein without regard to conflicts of laws principles thereof. Each party hereby irrevocably consents to the personal jurisdiction of such courts and each party hereto waives and agrees that it shall not assert that such forum is inconvenient or improper. The parties specifically waive any rights and obligations under any applicable provisions of the United Nations Convention for the International Sale of Goods.
17. No Waiver.
    Failure to enforce a right does not waive it.
18. Notices. Notices must be in writing and sent by overnight courier service with delivery confirmation to other party’s address set forth herein unless changed by written notice to the other party. Each will promptly notify the other party of changes in name or business form, or otherwise materially modify operations.  Each party agrees to email notices with proof of email delivery required to its business email address that has been provided to the other party hereinbelow.
19. Assignment. This Agreement is for the benefit of, and binds the heirs, successors and assigns of, each party. However, you may only assign your rights or delegate your duties under this Agreement, including by merger, change in control, asset sale, operation of law or otherwise, with Buyer’s prior written consent (such consent shall not be unreasonably withheld or delayed).  You consent to the Buyer assigning part or all of its obligations to any affiliate and to assigning or granting a security interest in this Agreement in connection with any financing or securitization by the Buyer or any affiliate.
20. Survival. Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.
21. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
22. Interpretation. The term “including” means “including, without limitation,”. This Agreement does not create or confer any rights in or to any third party.
23. Miscellaneous. No verbal agreements amending the above terms a valid unless they are duly confirmed in writing by both parties. This Agreement has been generated electronically and is valid without signature and upon receipt.