THE PHARMABID®, LLC
TERMS AND CONDITIONS BETWEEN PHARMABID®, LLC, AND BUYERS (hereinafter the “Purchasing Agreement”)
Pharmabid®, LLC ®, welcomes you as a potential Buyer to the Pharmabid®, LLC, website. If at any time the Buyer has a question regarding purchasing procedures, the Buyer is requested to submit such an inquiry to Joe@pharma-bid.com. Those Parties who are recognized by Pharmabid®, LLC, as qualified Buyers 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 Buyer may be advised of the availability of Pharmaceutical Product (the “Product”), and provides a forum by means of the Pharmabid®, LLC, website (the “Website”) that enables a qualified Buyer to pursue a potential purchase 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 BUYING PROCESS
The Buyer agrees to the following process by which an inquiry to obtain Product may be submitted:
- Submission of a Purchase Request: A qualified Buyer may purchase Product either through utilization of the Phamabid®, LLC, website or through utilization of the Pharmabid®, LLC, mobile application. Purchases will not be accepted by any other means.
- The Buyer’s Designated Representative: A qualified Buyer 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 Buyer.
- Timely Response by the Parties: The purchasing process may conclude at a specific day, hour, and minute as determined by Pharmabid®, LLC, as reflected upon the Pharmabid®, LLC, website and mobile application.
- Notification of Purchase: The Buyer will be advised by Pharmabid®, LLC, of the Buyer’s approved purchase, usually within one hour of approval of same.
- Tendering, Form, and Timing of Payment: The successful Buyer will have previously entered into a recognized and established relationship with the Manufacturer whereby the terms of payment will have been previously acknowledged and confirmed.
- Payment of a Commission: The Buyer is advised that no commission shall be incurred by the Buyer.
- Buyer’s Responsibility to Update the Buyer’s Contact Information: The Buyer maintains a continuing responsibility to Pharmabid®, LLC, to update the Buyer’s contact information and other necessary data as reflected upon the Pharmabid®, LLC, website and mobile application. Updating of information by the Buyer must occur immediately upon any change in the Buyer’s contact data.
- Email Execution of the Terms and Conditions: The Buyer’s registration upon the Pharmabid®, LLC, website and application constitutes an acknowledgment that the terms and conditions by which a purchase order may be submitted have been accepted by the Buyer. Checking the box at the conclusion of the website and application constitutes the Buyer’s acceptance of all terms and conditions reflected upon the website, the mobile application, and this Purchasing Agreement.
- Security of Proprietary Information: The Buyer acknowledges that the Pharmabid®, LLC, website, mobile application, bid pricing structure, and listing of Product for sale by each Manufacturer, constitute confidential and proprietary information. The Buyer agrees that all such proprietary information shall remain of a confidential nature and that the Buyer shall not transmit nor tender any such information to any third parties without the prior written consent of Pharmabid®, LLC.
- Should a Buyer, as unilaterally determined by Pharmabid®, LLC, breach any terms of this Purchasing Agreement, Pharmabid®, LLC, shall maintain the sole right to preclude such a Buyer from future access to the website and from purchasing Product for any reason and for any period of time.
- Return of Product: The Buyer acknowledges that most Product subject to the present terms and conditions is “nonreturnable” to the Manufacturer. Any Product deemed as “nonreturnable” will be so described as posted upon the website and as contained in the mobile application information.
IV. THE BUYER’S ACKNOWLEDGMENT HOLDING PHARMABID®, LLC
HARMLESS FROM ANY AND ALL CAUSES OF ACTION
The Buyer acknowledges and agrees to the following conditions of limitation that insulate Pharmabid®, LLC, from liability. Furthermore, the Buyer holds Pharmabid®, LLC, its agents and assigns harmless from any and all causes of action arising from participation in the present Purchasing Agreement including, but not necessarily limited, to the following:
1. Changes in Website Date: Pharmabid®, LLC’s website and other information accessible by a Buyer may be subject to change at any time without advance notice, and therefore the Buyer should not rely upon previously displayed data. The Buyer holds Pharmabid®, LLC, harmless from any cause of action predicated upon a claim or assertion that data as displayed are incorrect, untimely, or have necessitated a change in acquisition price by the Buyer.
2. No Agency Relationship: The Buyer acknowledges as follows:
a. Pharmabid®, LLC, is neither an agent of the Manufacturer nor an agent of the Buyer.
b. Pharmabid® LLC, is an independent corporate entity that does not engage in the purchase, acquisition, transmission, delivery, labeling, packaging, or transportation of Product.
c. Pharmabid®, LLC, does not engage in the collection or receipt of monies representing payment for any Product.
d. Pharmabid®, LLC, tenders no guarantee nor warranty regarding availability, quality, nor quantity of Product. Pharmabid®, LLC, will whenever possible assist the Manufacturer to ensure that the Manufacturer utilizes the Manufacturer’s best efforts regarding Product availability for shipment.
3. The Buyer 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.
4. Cancellation of listing: Pharmabid®, LLC, may unilaterally cancel the listing of Product 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 Buyer alone shall make all arrangements with the Manufacturer for delivery of Product. The Buyer agrees to hold Pharmabid®, LLC, harmless regarding any damages allegedly arising from a delay in receipt of Product, damage to Product, or non-shipment of Product.
6. Defective Product: The Buyer affirms that the Manufacturer alone maintains responsibility and sole liability for any alleged defect in the Product as manufactured or received. The Buyer further affirms that 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, filing for bankruptcy protection, catastrophe, terrorism, damage in transit, etc.
7. Waiver of Reliance upon information: The Buyer affirms that Pharmabid®, LLC, has tendered no information or guarantee regarding the nature, use, or composition of the Product, and that the Buyer has acquired the Product based solely upon the Buyer’s own research and independent information. As a result, the Buyer’s purchase is predicated solely upon the Buyer’s independent research and/or review of the Product, and is not based upon any inducement or data offered by Pharmabid®, LLC. Furthermore, the Buyer acknowledges that Pharmabid®, LLC, has submitted no information nor instruction regarding the Product’s use, application, side effects, or possibility of causing habitual dependence, etc.
8. Governmental approvals: The Buyer 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 BUYER
The Buyer acknowledges that the Buyer is qualified to purchase Product in compliance with the terms and protocols as outlined in this Purchasing Agreement. The Buyer warrants as follows:
1. All information submitted by the Buyer to Pharmabid®, LLC, is current, true and correct. The Buyer has provided the name, status, address, email contact and telephone number of the individual authorized to execute this Purchasing Agreement on behalf of the Buyer. Changes in such information will be submitted by the Buyer to Pharmabid®, LLC, without delay or request.
2. The Buyer warrants that the Buyer 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 such Product.
3. The Buyer will honor all tax liability for which the Buyer is or shall become responsible arising from the acquisition of Product acquired under the present Purchasing Agreement.
4. The Buyer indemnifies and holds Pharmabid®, LLC, harmless from any third party actions, suits, or litigation arising from the acquisition of Product associated with the present Agreement.
5. The Buyer alone is solely responsible for arranging and scheduling shipment of Product directly with the Manufacturer.
6. The Buyer warrants that the Product is not being purchased on behalf of a third party unauthorized to acquire or possess the Product.
7. The Buyer will be solely responsible for compliance with all environmental regulations regarding disposition of the Product.
8. The Buyer 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 Buyer as a result of their participation in the present Purchasing Agreement, the resolution of which requires third party intervention or adjudication, the parties agree as follows:
1. The Buyer may not allege or initiate a cause of action that the Buyer has waived by execution of this Purchasing Agreement or in which the Buyer 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 form of resolution, rather than submission of a dispute 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 that 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) or a majority thereof 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 include actual monetary damages and any other damages an arbitration panel finds to be appropriate.
9. The award and decision may be filed of record before the Lehigh or Northampton County Pennsylvania Clerk of Courts 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 Buyer agree to abide by the terms as herein outlined. The consideration upon which the parties have entered into the present Purchasing Agreement is the exchange of mutual promises comprising this Purchasing Agreement.