THE PHARMABID®, LLC

 

TERMS AND CONDITIONS BETWEEN PHARMABID®, LLC,  AND  BIDDERS

 

I.   INTRODUCTION

 

Pharmabid, LLC, welcomes you as a potential Bidder to the Pharmabid, LLC, website. If at any time you have a question regarding bidding procedures, please submit your inquiry to joe@pharma-bid.com. Those Parties who are recognized by Pharmabid, LLC, as qualified Bidders will receive a timely response that assures that their dealings with Pharmabid, LLC, result in a positive and professional experience that achieves a standard of excellence expected by participants working within the pharmaceutical industry.

Pharmabid, LLC, is a Pennsylvania Limited Liability Corporation licensed to conduct business within the United States of America, and elsewhere as permitted by law. Pharmabid, LLC, maintains an address of 9 North Main Street, Unit 179, Nazareth, Pennsylvania 18064, and a telephone number of (610) 428-3106.

II.    THE SERVICES PROVIDED BY PHARMABID®, LLC

Pharmabid®, LLC, provides information that facilitates the process by which a potential Bidder (the “Bidder”) may be advised of the availability of Pharmaceutical Product, (the “Product”) and provides an auction forum by means of the Pharmabid®, LLC, website (the “Website”) that enables a qualified Bidder to submit an offer in an endeavor to acquire a specific Product directly from a Manufacturer of that Product at a price acceptable to the Manufacturer (the “Manufacturer”).

III.    THE BIDDING PROCESS

The Bidder agrees to the following process by which a bid to obtain Product may be submitted:

1. Submission of a Bid:  A qualified Bidder may submit a bid for product either through utilization of the Phamabid®, LLC, website or through utilization of the Pharmabid®, LLC, mobile application.  No bids will be accepted by any other means. 
2. The Bidder’s Designated Representative:  A qualified Bidder may only consist of a corporation that has previously maintained an approved relationship with the designated Manufacturer.  Pharmabid®, LLC, will rely upon information received upon Pharmabid®, LLC’s, website and application in order to confirm the identification of authorized representatives of the Bidder.
3. Timely Response by the Parties:  The bidding process shall conclude at a specific day, hour, and minute as reflected upon the Pharmabid®, LLC, website and application. 
4. Notification of Successful Bid:  The successful Bidder will be advised by Pharmabid®, LLC, of the Bidder’s successful bid, usually within one hour of the “bid close”.
5. Tendering, Form and Timing of Payment:  The successful Bidder will have previously entered into a recognized and established relationship with the Manufacturer whereby the terms of payment have been previously acknowledged and confirmed.    
6. Payment of a Commission:  The Bidder is advised that no commission shall be incurred by the Bidder.  Pharmabid®, LLC, will receive solely from the Manufacturer a commission or fee derived from a successful bid.
7. Bidder’s Responsibility to Update the Bidder’s Contact Information:  The Bidder maintains a continuing responsibility to Pharmabid®, LLC, to update the Bidder’s contact information and other necessary data as reflected upon the Pharmabid®, LLC, website and application.  Updating of information by the Bidder must occur immediately upon any change in the Bidder’s contact data. 
8. Email Execution of the Terms and Conditions:  The Bidder’s registration upon the Pharmabid®, LLC, website and application constitutes an acknowledgment that the terms and conditions by which a bid may be submitted have been accepted by the Bidder.  Checking the box at the conclusion of the website and application constitutes the Bidder’s acceptance of all terms and conditions reflected upon the website and application. 
9. Security of Proprietary Information:  The Bidder acknowledges that the Pharmabid®, LLC, website, mobile application, bid pricing structure, and listing of products for sale by each Manufacturer, constitute confidential and proprietary information.  The Bidder agrees that all such proprietary information shall remain of a confidential nature and that the Bidder shall not transmit nor tender any such information to third parties without the prior written consent of Pharmabid®, LLC. 
10. Cancellation of a Bid:  Should a Bidder, as unilaterally determined by Pharmabid®, LLC, cancel a bid in violation of the terms and conditions as herein outlined, it is understood that Pharmabid®, LLC, maintains the sole right to preclude such a Bidder from future bidding for any reason and for any period of time. 
11. Return of Product:  The Bidder acknowledges that most product subject to the present terms and conditions is “nonreturnable”.  Any product deemed as “nonreturnable” will be so described as posted in the website and mobile application bid information. 
12. Notification of Bidding:  The Bidder is advised that only the Pharmabid®, LLC, website or mobile application will give notice of a pending auction and its bidding protocol.    

IV.    THE BIDDER’S ACKNOWLEDGMENT HOLDING PHARMABID, LLC HARMLESS FROM ANY AND ALL CAUSES OF ACTION

The Bidder acknowledges and agrees to the following conditions of limitation that insulate Pharmabid®, LLC, from liability. Furthermore, the Bidder holds Pharmabid®, LLC, and its agents and assigns harmless from any and all causes of action arising from participation in the present Agreement including, but not necessarily limited, to the following:

1.    Changes in Website Date: Pharmabid’s website and other information submitted to a Bidder may be subject to change at any time without advance notice, whereupon the Bidder should not rely upon previously displayed data. The Bidder holds Pharmabid®, LLC, harmless from any cause of action arising from an allegation that information as displayed is incorrect, untimely, or has necessitated a change in bid price by the Bidder.

2.    No Agency Relationship: The Bidder acknowledges that Pharmabid®, LLC, is neither an agent of the Manufacturer nor an agent of the Bidder. As a result, Pharmabid® LLC, an independent corporate entity, does not engage in the purchase, acquisition, transmission, delivery, labeling, packaging, or transportation of Product. Furthermore, Pharmabid®, LLC, does not engage in the collection or receipt of monies representing payment for any Product. The Bidder holds Pharmabid® LLC, its agents and assigns and the Manufacturer of any product purchased harmless from any cause of action or attempt to collect damages regarding any dispute, alleged damages, or cause of action in any jurisdiction arising from services as provided by Pharmabid®, LLC, as outlined in this Agreement Regarding Bidding Procedures (the “Agreement”).

3.    No guarantee regarding Product: Pharmabid®, LLC, tenders no guarantee nor warranty regarding availability and quantity of Product, nor quality.  Pharmabid®, LLC, will whenever possible assist the Manufacturer to ensure that the Manufacturer utilizes its best efforts regarding Product availability for shipment.

4.    Cancellation of Bidding: Pharmabid®, LLC, may unilaterally cancel the bidding process at any time without prior notice, and shall not be subject to any damages if such a cancellation occurs.

5.    Conditions affecting shipment of Product: The Successful Bidder alone makes all arrangements with the Manufacturer for delivery of Product. The Bidder agrees to hold Pharmabid®, LLC, harmless regarding any damages allegedly arising from a delay in, damage to, or non-shipment of Product.

6.    Defective Product: The Bidder affirms that the Manufacturer alone maintains responsibility and sole liability for any alleged defect in the Product as manufactured or received. The Manufacturer alone maintains responsibility and sole liability for any alleged defects in packaging, identification, numerical quantity of Product and shipment of Product. Pharmabid®, LLC, is not responsible for a Manufacturer’s failure to deliver the Product, including changes in inventory, bankruptcy, catastrophe, terrorism, damage in transit, etc.

7.    Waiver of Reliance upon information:  The Bidder affirms that Pharmabid®, LLC, has tendered no information or guarantee regarding the nature, use, or composition of the Product, and that the Bidder has acquired the Product based solely upon the Bidder’s own research and independent information. As a result, the Bidder’s bid is predicated solely upon the Bidder’s independent research and/or review of the Product and is not based upon any inducement or data offered by Pharmabid®, LLC. Furthermore, Pharmabid®, LLC, has submitted no information nor instruction regarding the use, application, side effects, or possibility of habitual dependence, etc.

8.    Governmental approvals: The Bidder affirms that Pharmabid®, LLC, has given no guarantee that the Product has been approved by the Federal Government or any other agency overseeing manufacture or distribution of pharmaceutical product. Pharmabid®, LLC, is not responsible for any alleged damages arising from the use of the Product by third party consumers.

V.    WARRANTIES OF THE BIDDER

The Bidder acknowledges that the act of bidding in an endeavor to acquire Product is limited to those qualified Bidders who agree to comply with the following criteria and who extend the following warranties upon which Pharmabid®, LLC, relies:

1.    All information submitted by the Bidder to Pharmabid®, LLC, is current, true and correct. The Bidder has provided the name, status, address, email contact and telephone number of the individual authorized to execute the Agreement. Changes in such information will be submitted by the Bidder without delay or request.

2.    The Bidder warrants that the Bidder is in compliance with all Federal, State, and local laws, including any law affecting the acquisition and/or resale of pharmaceutical product, and disposal of Product. 

3.    The Bidder will honor all tax liability for which the Bidder is or shall become responsible arising from the acquisition of Product acquired under the present Agreement.

4.    The Bidder indemnifies and holds Pharmabid®, LLC, harmless from any third-party actions, suits, or litigation arising from the bidding upon or ultimate acquisition of Product associated with the present Agreement.

5.    The Bidder alone is solely responsible for arranging and scheduling shipment of Product directly with the Manufacturer. 

6.    The Bidder warrants that the Product is not being purchased on behalf of a third party unauthorized to acquire or possess the Product.

7.    The Bidder will be solely responsible for compliance with all environmental regulations regarding disposition of the Product.

8.    The Bidder is authorized to conduct business within the Commonwealth of Pennsylvania and is compliant with all Federal, State, and local regulations regarding conduct of its business.

VI.    NOTIFICATION OF A DISPUTE AND BINDING ARBITRATION

Should a dispute, disagreement, unresolved issue, or cause of action arise between Pharmabid®, LLC, and the Bidder as a result of their participation in the present Agreement, the resolution of which requires third party intervention or adjudication, the parties agree as follows:

1.    The Bidder may not allege a cause of action that the Bidder has waived or in which the Bidder has agreed to hold Pharmabid®, LLC, harmless as outlined in paragraph IV above. With regard to any residual issues, it is agreed that binding arbitration shall take place as the sole resolution remedy, rather than utilization of, or resorting to the jurisdiction of a municipal, state, or federal court.

2.    The rules of the American Arbitration Association shall apply whereby each party shall choose an arbitration panel member, and those two members chosen shall select a third member to sit as the chairperson.  In the alternative, the parties may agree upon one arbitrator serving as the only arbitrator to hear the arbitration.

3.    The Arbitration shall take place in a timely manner, predicated upon the schedule of the panel member(s) who shall schedule the arbitration.

4.    The arbitration shall take place at a location within the Counties of Lehigh or Northampton, and Commonwealth of Pennsylvania.

5.    The arbitration panel member(s) shall determine what evidence may or may not be submitted at time of the arbitration. The strict rules of evidence shall not apply.

6.    Each party will pay for the costs of the arbitrator the party has chosen. The parties will equally divide and pay for the costs of the third arbitrator serving as chairperson. If one arbitrator is utilized, the costs shall be equally divided between the parties.

7.    The arbitrator(s) shall issue a written decision within 30 days of the conclusion of the arbitration, which decision shall be binding and from which no further appeal or cause of action shall be taken. The arbitrator(s) may award fees and costs if the arbitrator(s) deem such an award to be justified.

8.    The award shall be limited to actual monetary damages sustained, rather than punitive or other such damages.

9.    The award and decision may be filed of record before the Lehigh or Northampton County Court of Pennsylvania and reduced to judgment. In the alternative, the judgment may be transferred to yet another jurisdiction or jurisdictions.  

VII.    ACCEPTANCE OF THE TERMS AND CONDITIONS

By accepting the present terms and conditions, Pharmabid®, LLC, and the Bidder agree to abide by the terms as herein outlined.