1. All orders are subject to acceptance by Nexus Pharmaceuticals, Inc. and are expressly limited to Buyer’s acceptance of these terms.
2. Title of goods shall pass to Buyer upon delivery to the carrier.
3. Terms of payment are Net 30 days from the date of the invoice unless otherwise agreed to in writing by Nexus Pharmaceuticals, Inc. and specified on the front of the invoice. Invoices not paid per terms are subject to late charges of one and one-half percent (1.5%) per month (eighteen percent (18%) per year). Prices billed are the prices in effect at the time the order was taken and are subject to change without notice.
4. All claims for errors, damages, discrepancies, and shortages must be reported to Nexus Pharmaceuticals, Inc. Customer Service within ten (10) business days from the date of receipt.exclusively limited to the purchase price of the goods with respect to which damages are claimed.
5. All taxes and other charges imposed federal, state, local, or foreign governments on the manufacture, sale, import, export, or use of the goods or services shall be paid by Buyer.
6. Returned product must have a Return Authorization (“RA”) Number clearly marked on the outside of each box, include shipping and debit memo documentation, and be returned with all goods.
7. Credits for returned merchandise will be issued only for items that are authorized by Nexus Pharmaceuticals, Inc. in writing for return, and will be credited to the customer’s account to apply toward future purchases. Said credits will be issued at the original purchase price shown on the invoice, less the amount of any off-invoice allowances or adjustments.
8. Any item returned for credit must be sealed in its original package (except in GA, MS & NC), unmarked and have been stored and shipped in compliance with USP drug monographs, FDA guidelines, and the manufacturer’s requirements. Dated products, refrigerated products, special-order products and products with opened containers or packaging are not returnable unless otherwise agreed to by Nexus Pharmaceuticals, Inc. Nexus Pharmaceuticals, Inc. is not responsible for merchandise returned without authorization, and reserves the right to reject the same and charge customer for any shipping or other charges incurred.
9. Items returned due to customer error or overstocking are subject to a twenty percent (20%) processing fee.
10. The Buyer assumes all risk as to the use of the goods. Total damages recoverable against Nexus Pharmaceuticals, Inc. hereunder shall be exclusively limited to the purchase price of the goods with respect to which damages are claimed.
11. Failure of Nexus Pharmaceuticals, Inc. to make, or Buyer to take any delivery hereunder (or portions thereof) when due, if occasioned by any circumstances or condition beyond the control of the party so failing, shall not subject said party to any liability to the other and at the option of either party, the total quantity hereunder shall be reduced by the deliveries so omitted.
12. Credits must be netted against invoiced amounts before calculating discount.
13. Buyer shall pay any collection agency or attorney’s fees incurred to collect a delinquent balance on demand.
14. Stenographical, clerical, or computer errors on the face side hereof are subject to correction.
15. Nexus Pharmaceuticals, Inc. makes the following warranties and only the following warranties:
• All products conform to the standard of identity and quantity stated
• All products are free from defects in workmanship and materials
For the purpose of section 303(c) of the Federal Food, Drug and Cosmetic Act, as amended, Nexus Pharmaceuticals, Inc. guarantees that no article when shipped is adulterated or misbranded within the meaning of said Act, or is an article which may not, under the provisions of Section 404 or 505 of said Act, be introduced into interstate commerce; and that the goods were produced in compliance with the Fair Labor Standards Act of 1938, as amended; and that no chemical substance supplied hereunder was manufactured, processed, or distributed in commerce in violation of Section 5 or 6 of the Toxic Substances Control Act, a rule or order issued there under, or an order issued in an action brought under Section 5 or 7 of that Act.