Terms and Conditions

1. Acknowledgement and Acceptance of Terms and Conditions. Except to the extent otherwise stated herein, this document (the “Terms and Conditions”) sets forth the terms and conditions of the sale, purchase and use of the products and services of Blue Door Pharmacies, LLC (the “Company”). The Company may require, on a case-by-case basis, in its sole and absolute discretion, in lieu of or in addition to, these Terms and Conditions, the execution of a separate purchase order or a purchase and sale agreement, the terms of which shall supersede some or all of the provisions in these Terms and Conditions. Customer hereby acknowledges and agrees that by placing an order with the Company (the “Order”) for products and/or related services from the Company (the “Products”) or by requesting a sales quote (“Sales Quote”) for such Products, Customer agrees to be bound by and subject to these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable. These Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, together with the Order, shall comprise the entire agreement between the Customer and Company with respect to the Order and Products. 

2. Orders. Customer may request a Sales Quote from the Company regarding the desired Products and Price (as defined herein) of such Products. A Sales Quote, if provided by the Company, including the availability of Products, is not guaranteed. The Price of the Products as quoted in the Sales Quote is guaranteed for a period of twenty (20) days from the date of the Sales Quote. Customer may place an Order with the Company by submitting a purchase order to sales@bluedoorpharma.com, identifying the Products (including types and quantities) to be purchased, and including the product NDC code for each Product. Orders are not binding on the Company until accepted and fulfilled by the Company. The Company reserves the right to refuse Products to anyone. 

3. Payment. In consideration for the Products, Customer agrees to pay the price set forth on the Sales Quote or otherwise provided by Company to Customer (the “Price”). The Price shall not be negotiable. The Company shall issue an invoice (the “Invoice”) that sets forth the Price and any other costs, fees, or charges associated with the Products ordered by Customer. For new Customers, and unless otherwise agreed upon in writing between the Company and the new Customer, the Invoice must be paid in full within thirty (30) days of the date of the Invoice (“Net 30 Payment Term”). The Company, upon request by the Customer and at the Company’s sole discretion, may choose to extend the Net 30 Payment Terms (“Extended Payment Terms”). These Extended Payment Terms shall be memorialized in writing between the Parties and shall be reflected on Invoices issued by the Company. Payment of the Price may be paid by check or ACH to the wire instructions provided by the Company. Customer agrees that if the Price is not fully or timely paid, Company shall have the right to suspend future transactions until the Customer balance is zero. 

4. Delivery. Company shall ship the Products in accordance with industry standards. Title and risk of loss for the Products shall pass from Company to Customer upon placement of the Products with the carrier at the point of shipment.  Claims for shortages or other errors in delivery must be made in writing to Company within three (3) days of the confirmed delivery date, and failure to give such notice will constitute acceptance of the delivery of Products, as is, and a waiver of all such claims by Customer. Claims for damage to Products in transit by carrier must be made to the carrier and not Company. Shipping and delivery dates are estimates only, which are not guaranteed. Company reserves the right to ship the Products in installments as Products are or become available to the Company.

5. Non-Refundable, Non-Cancellable. Customer hereby acknowledges and agrees that upon placing the Order, the Order may not be cancelled and, upon receiving the Products, the Products and the Price may not be returned, refunded, or credited. 

6. Customer Representations and Warranties. Customer hereby represents and warrants that it shall comply with any and all applicable laws, regulations, statutes, standards, codes, and ordinances with respect to the order, purchase, and use of the Products from Company. Customer further represents and warrants that it has all required licenses, permits, and approvals required to purchase, use and/or store the Products it purchases from Company and that Customer’s purchase of the Products are for Customer’s “own use,” as such term is defined in applicable judicial or legislative interpretation. Customer shall use the Products in accordance with their intended use, shall not misuse the Products in violation of these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, or any applicable law or regulation, and shall not resell, rent, or lease the Products. Company may immediately terminate Customer’s ability to submit Orders or purchase or use Products if Company determines that Customer, any affiliated or related entity to Customer, or facility owned, operated, or managed by Customer, directly or indirectly, has breached these representations and warranties herein. 

7. Excuse for Nonperformance. The Company is not responsible or liable to Customer for any delay in the performance of, or failure to perform, any of its obligations hereunder, if such delay or failure arises from, is caused by, or relates to Customer’s breach of these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, Product or supply shortages or limitations, disruption in supply chain interfering with Company’s ability to obtain Products, closed or restricted distribution channels imposed by the Product manufacturer, labor shortages, transportation issues, strikes, embargoes, war, acts of terrorism, trade restrictions, riots, government rules, regulations, or orders, including orders or judgments of any court or commissions, delay or failure in obtaining necessary permits, licenses, or approvals, theft, natural disasters, Acts of God, pandemics, the presence of hazardous, toxic or other dangerous materials, any other issue related to the Products, or any other cause or condition beyond the control of the Company. 

8. Disclaimer of Warranties; Limitation of Liability. COMPANY DOES NOT PROVIDE MEDICAL ADVICE. COMPANY MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, REGARDING ANY PRODUCTS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT, WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WARRANTIES OF QUALITY AND ACCURACY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN ADDITION, COMPANY MAKES NO REPRESENTATIONS WITH RESPECT TO THE PRODUCTS, INCLUDING THE PRODUCTS’ EFFICACY OR SIDE EFFECTS. In no event shall Company be liable for special, indirect, incidental, punitive, exemplary, or consequential losses or damages, or for death, bodily injury, or property damages, howsoever arising under these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, whether based on contract, tort (including negligence), strict liability, or any other theory or form of action, and whether foreseeable or not, nor for any loss of sales, profits, or loss of revenue sustained by Customer or other person or entities.  Customer expressly agrees that use of the Products are at Customer’s sole risk, and agree to read and abide by the Package Insert or other information made available by the manufacturer of the Products. The Products are provided with all faults, “as is,” and on an “as available” basis. Further, in no event shall Company’s liability to Customer exceed the amount actually paid by Customer to Company in the one (1) month period before the occurrence of the action giving rise to the liability.

9. Indemnity. Customer agrees to indemnify, defend, and hold harmless Company and its owners, members, managers, employees, agents, representatives, insurers, successors, and assigns from and against any and all liabilities, losses, claims, suits, actions, injuries, death, debts, obligations, compensation, contributions, demands, judgments, charges, taxes, penalties, expenses (including attorneys’ fees) or damages arising from: (i) any alleged or actual breach by Customer of any provision of these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable; (ii) death, bodily injury, or property damage resulting from the Products or from any acts or omissions of Company hereunder; or (iii) any third party claim. 

10. Confidential Information. Customer agrees not to use, disclose, divulge, reveal, recreate, reproduce, publish, or transfer to any person any and all Confidential Information of the Company, which term shall include any information not in the public domain, in any form, possessed by, used by, under the control of, emanating from, or otherwise relating to the Company. 

11. Governing Law; Jurisdiction; Attorneys’ Fees; Remedies. These Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, and the Order shall be interpreted, construed, and governed according to the laws of the State of Maryland, without regard to any otherwise applicable choice of law provisions. Customer hereby consents to the exclusive jurisdiction in the State of Maryland and agree that the Courts situated in Montgomery County, Maryland shall have exclusive jurisdiction over any issues regarding these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, or the Order. Customer agrees to accept service of process pursuant to Maryland Rules and procedures. In the event of any legal action arising hereunder or between the parties, the substantially prevailing party shall be entitled to an award of its costs and expenses (including but not limited to attorneys’ fees) to be paid by the non-prevailing party. Notwithstanding the foregoing, Customer agrees to pay all attorneys’ fees and costs incurred by Company in the collection of any outstanding amount it owes to Company and, in the event the Customer owes any outstanding amount to the Company, the Company may, in addition to any other remedies which the Company may have under law or equity, elect to either suspend or terminate its obligations to perform any of its obligations, including providing any Product, and Customer shall immediately pay Company for all Products ordered up to the time of such election.

12. Miscellaneous. These Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, may be amended, modified, or revised from time to time by the Company. Company may assign its obligations under the Order and Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, at any time. These Terms and Conditions, and/or the purchase order or the purchase and sale agreement, as applicable, and the Order shall be binding upon, and inure to the benefit of, Customer and Company, and their respective heirs, personal and legal representatives, legatees, trustees, executors, successors and assigns. If any provisions of these Terms and Conditions, and/or the purchase order or the purchase and sale agreement, as applicable, shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any way affect or render invalid or unenforceable any other provision of these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, and these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, shall be carried out as if such invalid or unenforceable provision were not contained herein. A failure by Company to enforce any right under these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, shall not at any time constitute a waiver of such right or any other right and shall not modify the rights or obligations of the Company under these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable.