These terms and conditions of sale (“Agreement”) are applicable to any order (“the Order”) placed by a buyer (“Customer”) with and accepted by Linepharma International Inc. (“Supplier”).
1/SCOPE
Supplier, upon acceptance of an Order placed by the Customer, will supply the Products specified in the Order to customer, pursuant to the terms and conditions of this Agreement (hereinafter, the “General Terms and Conditions of Sale”). Supplier reserves the right to adapt or amend the General Terms and Conditions of Sale at any time.
Supplier’s acceptance of such Order is expressly limited to the terms and conditions of this Agreement, notwithstanding any contrary provision contained in Buyer’s purchase orders, invoices, acknowledgements, or other documents. The details of the Order (e.g. quantity, price, and product specifications) shall be set forth in the relevant Order.
The information contained in our commercial documentation and any information, advice or opinion given by our employees and corporate officers is not contractually binding. Supplier reserves the right to justifiably decline an order if it is unusual in nature, or falls to a significant degree outside the framework set by the General Terms and Conditions of Sale or standard market practices.
The placing of an order by a customer implies acceptance of the General Terms and Conditions of Sale, and that the Buyer is fully cognizant of the contents hereof and accepts that no contradictory document including the Buyer’s own general terms and conditions of purchase has any contractual force or effect.
2/PRICE AND TERMS OF SALE
The price payable by Customer for the Product to be supplied by Supplier under this Agreement (Terms of Sale) will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude shipping and taxes. Unless otherwise specified on the invoice, terms of sale are net 30 days from the date of the invoice.
Overdue amounts may be subject to a monthly service charge specified by Linepharma International Inc. All invoices can be paid by cheque, e-transfer sent to accounting@linepharma.com, or by credit card. Please note that there is a 3% surcharge for all credit card payments. All cheques can be forwarded to:
Linepharma International Inc.
21 St Clair E Suite #402
Toronto ON M4T 1L9
Canada
Late settlement or payment of money owed by the Customer, after the due date stated on the invoice sent to the Buyer, may, at Supplier’s discretion and without other prior notice, result in the application of late payment penalties amounting to 3% and potentially the suspension of future deliveries.
All accounting enquiries can be sent to accounting@linepharma.com.
3/WARRANTY
Each product has been formulated, processed and packaged to meet Linepharma International Inc.’s exacting GMP standards. Linepharma International Inc. warrants the identity and quality of the ingredients of each product and that each product is compliant with the federal food and drug regulations of Canada at the time of shipment.
4/RETURN GOODS POLICY- ELIGIBILITY FOR RETURN FOR CREDIT
4.1/EXPIRED MERCHANDISE
No return of expired or overstock product will be possible.
4.2/ERROR IN SHIPMENT
Product ordered/shipped in error is eligible for return and credit if reported and returned within 1 month of receipt and if the product is not damaged, is intact and was stored properly according to the label instructions. Reports must be sent to linepharma@lsu3pl.ca. Authorized Product(s) must be returned to Linepharma’s third-party logistics support unit (“LSU”) at:
LSU Inc. C/O Linepharma International Inc.
1375 Chemin Newton
Boucherville QC J4B 5H2
Canada
4.3/DAMAGES
If upon receipt of the shipment, there is noticeable damage of the boxes this should be documented with the courier at the time of receipt. Linepharma will request this information from the courier. The customer must report the following information to Linepharma:
(a) Quantity of units damaged
(b) The lot number of the damaged boxes
(c) The date of receipt of the damaged boxes
(d) The purchase order number associated with these boxes
(e) Name and address of receiver
(f) All reports to be sent to quality@linepharma.com
All damaged product must be returned to Linepharma for further inspection before a credit can be extended to the customer. Product that is received damaged must be reported within 3 business days to Linepharma by email to quality@linepharma.com. Freight will be arranged by LSU on behalf of Linepharma and an RA number will be provided. Authorized Product(s) must be returned to Linepharma International Inc. at:
LSU Inc. C/O Linepharma International Inc.
1375 Chemin Newton
Boucherville QC J4B 5H2
Canada
5/QUALITY ISSUES
Product quality issues should be reported directly to Linepharma by email at quality@linepharma.com.
Details on the nature of the complaint should be provided. Additional details must include the following:
- Name of Medication
- Lot Number and expiry date
- Customer’s name, address, and phone number
- If possible and necessary photographs of the quality defect
- Accurate description of the quality issue
Authorized Product(s) must be returned to Linepharma International Inc. at:
LSU Inc. C/O Linepharma International Inc.
1375 Chemin Newton
Boucherville QC J4B 5H2
Canada
6/TRANSPORTATION
All orders will be shipped by Linepharma International Inc.’s choice of carrier. The customer may be charged for shipping. All rush orders will be charged a flat fee.
Each product is thoroughly inspected before shipping to ensure proper packaging and order accuracy. Linepharma International Inc. will not be liable for any failure to deliver due to causes beyond Linepharma International Inc.’s control, including, but not limited to, strikes or contingencies of manufacturing.
7/FORCE MAJEURE
Exceptional circumstances or cases of force majeure (supervening impossibility) release Linepharma from fulfilling its obligations, and the following are deemed to constitute such: any unforeseeable and unavoidable event such as national or local strikes; civil war or foreign war; riots; acts of terrorism; total or partial destruction of production or other premises and facilities; disruption affecting transport; supply difficulties; customs measures of any kind and origin whatsoever; actions, decisions or omissions by a regulatory authority or third parties that adversely affect Linepharma International Inc.’s activities, except when this situation is itself the result of an act, or of deliberate or negligent omission by Linepharma or the Buyer; or any other exceptional events totally or partly preventing or delaying the performance of Linepharma International Inc.’s obligations.
8/INTELLECTUAL PROPERTY
Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Buyer as of the date of the Order or made or conceived by employees of Buyer during the Term of this Agreement shall be and remain the sole and exclusive property of Buyer provided that Buyer grants to Supplier a license to use, display and distribute (and to sub-license its affiliates and sub-contractors to use, di splay and distribute) any intellectual property rights delivered to Supplier as reasonably necessary to perform any Order.
Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Supplier as of the date of the Order or made or conceived by employees, consultants, representatives or agents of Supplier during the term of this Agreement shall be and remain the sole and exclusive property of Supplier.
9/CONFIDENTIAL INFORMATION
Any information that the Parties receive or otherwise have access to, incidental to, or in connection with this Agreement (collectively, the “Confidential Information”), shall be and remain the property of the Disclosing Party. Confidential Information shall not include information which: (i) was in the possession of the Receiving Party at the time it was first disclosed by the Disclosing Party; (ii) was in the public domain at the time it was disclosed to the Receiving Party; (iii) enters the public domain through sources independent of the Receiving Party and through no breach of this provision by the Receiving Party; (iv) is made available by the Disclosing Party to a third party on an unrestricted, non-confidential basis; (v) was lawfully obtained by the Receiving Party from a third party not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or (vi) was at any time developed by the Receiving Party independently of any disclosure by the Disclosing Party.
Confidential Information may be used to the extent necessary to perform this Agreement and the Parties shall not disclose Confidential Information to any third party, except to its agents (who have executed confidentiality agreements containing terms substantially similar to the terms) as necessary to provide the order hereunder. In no event shall Buyer acquire any right, title, or interest in and to any product or process information, including related know how, either existing or developed during the business relationship with Supplier and Buyer, and in no event shall Supplier acquire any right, title, or interest in and to any materials or information provided to it by Buyer.
10/CHANGES TO TERMS AND CONDITIONS OF SALE
The Terms and Conditions of Sale are subject to change at any time at the discretion of Linepharma International Inc. without notice. All orders for products are subject to the Terms and Conditions of Sale in effect on the date of the order.
11/LIMITATION OF LIABILITY
In no event shall either party be liable hereunder for incidental, special, indirect, consequential, or punitive damages even if advised in advance of the possibility for such damages. supplier’s total liability for damages under this agreement shall be limited to the total amount of the order (invoice upon which the claimed is based).
12/INDEPENDENT CONTRACTOR
It is expressly agreed that the Parties shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture, or agency. Neither Party shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of such other Party.
13/ASSIGNMENT
Except as otherwise provided, the Order and this Agreement shall be binding upon and inure to the benefit of the parties’ successors and lawful assigns.
14/COMPLIANCE WITH LAW
Each party shall comply in all material respect with all provisions of all provincial and federal laws and regulations applicable to the contractual performance hereunder.
15/ANTI-BRIBERY
Customers undertake to comply with any anti-corruption laws relevant to the customer and warrant that they have not offered, promised, or made and will not offer, promise, or make any payment or other advantage, whether directly or indirectly, to any private employee and/or public official as an inducement or reward for the award or the performance of this Agreement. Supplier may terminate this Agreement immediately by written notice if the other Buyer violates any anti-corruption laws or the provisions of this Section.