Terms of Use
TERMS OF USE AGREEMENT (the "Agreement")
The Terms of Use Agreement constitute the entire agreement, and the only agreement, between The Harvard Drug Group, L.L.C. ("Harvard Drug" or " Harvard ") and the users ("You" or "you" or "Buyer"). For the purposes of this Agreement, if the user is not an individual, then "users" will include the user's company, its officers, employees, members, agents, successors and assigns. You agree to review this Agreement before using The Harvard Drug Group, L.L.C. eCommerce web site (the "Site"). Your use of the Site and products you purchase through the Site ("Products") will be governed by this Agreement. The Harvard Drug Group, L.L.C. may amend this Agreement at any time without notice to the user by posting the amended terms on the Site. The amended terms will take effect immediately. If you have any questions regarding this Agreement or the Site, please contact The Harvard Drug Group, L.L.C. Customer Service by telephone at (800) 875-0123.
THE HARVARD DRUG GROUP, L.L.C. USER ACCESS AND PRODUCT PURCHASING TERMS
Registration: When you register with the Site, you agree that: all credit information you supply to The Harvard Drug Group, L.L.C. is true, correct and complete, charges incurred by you will be honored by your company, you will keep your password confidential and notify The Harvard Drug Group, L.L.C. within 24 hours of any unauthorized disclosure or use of your password; unauthorized use of your account, or other breach of security. If you do not notify The Harvard Drug Group, L.L.C., you will be responsible for the charges incurred by the use of your password. If you believe any information is inaccurate, please contact The Harvard Drug Group, L.L.C. at customerservice@thdg.com. The Harvard Drug Group, L.L.C. retains sole discretion as to decisions made regarding any use of this Service and reserves the right to void or delete information for any reason, without notice, and as it deems necessary.
ORDERING, SHIPPING, AND PAYMENT POLICIES As a user of this Site, you agree to comply with the following ordering, shipment and payment policies of The Harvard Drug Group, L.L.C. as described below.
Payment: All buyers will pay the purchase amount plus a nominal handling charge when applicable. All customers wishing to establish a credit account with The Harvard Drug Group, L.L.C. must complete the application form. Credit terms for Rx Brand are 1 st -15 th , due 25 th ; 26 th -31 st , due 10th. Credit terms for Rx Generic is 1 st -31 st , due 10 th . The Buyer agrees to pay in a timely manner all debts, accounts, and invoices owing to The Harvard Drug Group, L.L.C. in full accordance with the agreed upon terms of sale. In the event such debts, accounts, or invoices are not paid when due they will accrue late charges at the rate of eighteen (18) percent per annum or the maximum rate allowed by law, whichever the lesser rate. Additionally, the Buyer guarantees payment of all debts, accounts, and invoices.
By acceptance of this Agreement, Buyer also agrees to pay all fees and collection costs in the event this account is placed for collection and waives the privilege of being sued in his or her county of residences.
For current customers who have any questions related to their payment terms, status or credit line, inquiries may be directed to the contact person and phone number listed on their statement.
Currency: Unless otherwise stated, all prices are quoted in U.S. Dollars.
Taxes: You agree to pay any taxes, fees or charges imposed by government authorities on any purchase or shipment of products.
Order acceptance: Orders will not be binding on The Harvard Drug Group, L.L.C. until accepted by The Harvard Drug Group, L.L.C.
Order changes, cancellations, returns and refunds:
Shipment: All sales are shipped FOB our dock unless otherwise noted. Products will be shipped via carriers designated by The Harvard Drug Group, L.L.C. The method of shipment will be determined from information provided by you during the order process. The Harvard Drug Group, L.L.C. will not be liable for loss, damage or penalty resulting from improper licensing, delivery delays or delivery failures due to any cause beyond reasonable control.
Title: Title will pass from The Harvard Drug Group, L.L.C. to the Buyer upon shipment.
Site Use: You agree that you are only authorized to visit, view and to retain a copy of pages of this Site for your own personal use, and that you shall not duplicate, download, publish, modify or otherwise distribute the material on this Site for any purpose other than to review Product information, for personal use, or to purchase Products subject to the terms of this Agreement. You further agree that you will make no unauthorized uses of the Site, whether for unauthorized Product sales or unauthorized framing of or linking to the Site. The Site may automatically produce search results that reference or link to third party sites throughout the World Wide Web. The Harvard Drug Group, L.L.C. has no control over these sites or the content within them. The Harvard Drug Group, L.L.C. cannot guarantee, represent or warrant that the content contained in the sites is accurate, legal and/or inoffensive. The Harvard Drug Group, L.L.C. does not endorse the content of any third party site, nor do we warrant that they will not contain viruses or otherwise impact your computer. By using the Site to search for or link to another site, you agree and understand that you may not make any claim against The Harvard Drug Group, L.L.C. for any damages or losses, whatsoever, resulting from your use of the Site to obtain search results or to link to another site.
If you have a problem with a link from the Site, please notify us at support@havarddruggroup.com and we will investigate your claim and take any actions we deem appropriate in our sole discretion.
Indemnification: You agree to indemnify, defend and hold harmless The Harvard Drug Group, L.L.C., and its parents, subsidiaries, affiliates, and their directors, officers, employees, agents, and subcontractors against all claims, actions liabilities, losses, expenses, damages and costs, including, but not limited to, reasonable attorneys' fees, that any at any time be incurred by reason of: (i) any claim arising out of any breach or alleged breach by you of representations or warranties contained in this Agreement, (ii) any claim based upon alleged errors or omissions, or (iii) any virus, worm, Trojan Horse or other contaminating or destructive feature contained in the website, or (iv) any other claim brought by a third party having a basis in contract or tort, in law or in equity, including but not limited to, interference with contract or prospective economic advantage, breach of contract, negligence, misrepresentation, gross negligence, products liability or strict products liability.
Representations and Warrants: You agree that: (i) you understand this Agreement and that it constitutes a valid, binding obligation, and (ii) you have full power, authority and legal capacity to enter into this Agreement and follow its obligations. If you are registering on behalf of a company or other entity, you agree that you have the authority to bind your principal or employer company as described in the Registration Application to the Agreement.
User Privacy: It is The Harvard Drug Group, L.L.C.'s policy to respect the privacy of its users. For more information, please read the Privacy Statement.
THE HARVARD DRUG GROUP, L.L.C. WARRANTY AND LIMITATION OF LIABILITY
The Site: The Harvard Drug Group, L.L.C. provides the Site to manage the ordering, shipping and billing of the Products it lists. The Harvard Drug Group, L.L.C. does not manufacture or design the Products listed on the Site and does not imply warranty or representation related to your use of the Site or the Products you order through the site. The Harvard Drug Group, L.L.C. makes no guarantees, warranties, or representation with respect to any specific result from use of this Site, to use of The Harvard Drug Group, L.L.C. services, or to services, shipment, or delivery performed by third parties in shipping Products. The Harvard Drug Group, L.L.C. will not be responsible for errors or technical difficulties with the functionality of the site or for electronic mail transmissions. The Harvard Drug Group, L.L.C. accepts no responsibility for errors in specifications, pictures, or illustrations, typographical or photographic errors, or functioning of this site's software or hardware.
Damages: THE HARVARD DRUG GROUP, L.L.C. AND ITS AFFILIATES, LICENSORS AND CONTENT AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FROM LOSS OF BUSINESS, DIMINUTION OF PROPERTY VALUE, LOSS OF PROFITS, DOWN TIME OR FAILURE TO REALIZE SAVINGS), WHETHER BASED IN CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Infringement: The Harvard Drug Group, L.L.C. does not warrant that the use of any Products will not infringe the claims of any United States or other country's patents, trademarks, copyrights, trade secrets or other intellectual property rights which cover the product itself or its use in combination with other products or in the operation of any process.
Product Warranty: Products purchased through the Site will be subject to the Manufacturer's standard warranty for the Products. You agree to deal directly with the Manufacturer's regarding warranty issues.
Disclaimer: THE HARVARD DRUG GROUP, L.L.C. DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.
The Harvard Drug Group, L.L.C. Intellectual Property Rights: The graphics, images, content, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyright, trademark and other proprietary rights, including but not limited to intellectual property laws. You are not permitted to copy, redistribute, use or publish any of the content or any part of the Site, except as required to use the Site. We post a legal notice and various credits on pages of the Site, which may not be removed. Please do not remove this notice or these credits, or any additional information contained along with the notices and credits. The Harvard Drug Group, L.L.C. is a registered service mark of The Harvard Drug Group, L.L.C., The Harvard Drug Group, L.L.C. logo is a service mark of The Harvard Drug Group, L.L.C. Non-transferable limits established by The Harvard Drug Group, L.L.C., including by not limited to the credit line you establish with The Harvard Drug Group, L.L.C. The Harvard Drug Group, L.L.C. makes use of Manufacturers' trademarks, service marks, trade names or other identifying information ("Third Party Trademarks"), and those Third Party Trademarks remain the sole and exclusive property of the applicable third parties.
Links: Links on the Site are provided for your convenience and The Harvard Drug Group, L.L.C. does not necessarily endorse or support them. Please direct your concerns regarding any external link to the relevant website administrator or webmaster.
Termination: The Harvard Drug Group, L.L.C. may terminate this Agreement and your use of the Site at any time for any reason, including, but without limitation, if you violate any provision of this Agreement or if it is unable to verify or authenticate the information you provide to The Harvard Drug Group, L.L.C. The Harvard Drug Group, L.L.C. may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. Termination of this Agreement will not affect any obligations that accrued before the termination.
Non-Transferable: Your right to use the Site is not transferable and is subject to any limits established by The Harvard Drug Group, L.L.C., by the credit line you establish with The Harvard Drug Group, L.L.C.
Regulatory Matters: You acknowledge that certain Products may be subject to certain regulatory requirements. Some of these regulations may impose requirements on purchasers and users of certain Products, and under certain circumstances different or unanticipated Product usage may trigger new or additional regulatory requirements. You acknowledge and agree that you will be solely responsible for learning, understanding, and complying with all laws and regulations potentially applicable to those Products you purchase through the Site. You agree that you are authorized to purchase those Products and that you hold the proper government approvals, permits, licenses and authorizations required to make those purchases. As a user of the Site, you agree to properly investigate the applicability of all such requirements upon purchasing Products from the Site, and warrant that you are properly authorized to purchase any Products requiring licensing or permitting as a condition of their use and distribution.
GENERAL PROVISIONS
Notices: Unless stated otherwise, all notices will be sent by e-mail by you to cust_svc_taskforce@harvarddruggroup.com or by The Harvard Drug Group, L.L.C. to the e-mail address you provide to The Harvard Drug Group, L.L.C. during the registration process.
E-mail notices will be read within 24 hours after they are sent, unless the sender is notified that the e-mail address is invalid or returned undeliverable. Alternatively, The Harvard Drug Group, L.L.C. may provide notice by certified mail, postage prepaid and return receipt requested, to the address provided to The Harvard Drug Group, L.L.C. on the user's registration form.
Force Majeure: The Harvard Drug Group, L.L.C. will not be responsible for delays or failures in performing its obligations under this Agreement due to any cause beyond its reasonable control.
Governing Law: This Agreement shall be governed by the laws of the State of Michigan without regard to conflict of law provisions and as if made and to be performed entirely within the State of Michigan . The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is strictly excluded. The parties hereby consent to the jurisdiction and venue of the state and federal courts of Wayne County, Michigan.
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter that it describes. This Agreement supersedes all prior proposals, negotiations, conversations, discussions and agreements between the parties concerning the information it covers.
Severability: If any section of this Agreement is found to be invalid or unenforceable in any jurisdiction in which it is performed, then the meaning of that section will be interpreted, to the extent feasible, in a way that renders it enforceable. If no feasible interpretation is possible, the section will be severed from the rest of this Agreement and the rest of the Agreement will remain in full force and effect.
Section Headings: The section headings are for convenience only; they form no part of the terms and conditions of the Agreement and will not affect the interpretation of this Agreement.
Binding Effect: This Agreement will be binding upon and enforceable by the parties it describes and their respective heirs, personal representatives, successors and assigns.
Non-Waiver: The failure of The Harvard Drug Group, L.L.C. to enforce or require enforcement of any provisions of this Agreement will not constitute, or be construed to be, a waiver of the Agreement's provisions, nor will it affect The Harvard Drug Group, L.L.C.'s right to enforce all provisions of this Agreement thereafter.