Wholesale Terms & Conditions
General Terms and Conditions of Sale of Norman Health US Productions and Services, Inc.
1. FORMATION OF CONTRACT
(a) Subject to section 1(b), these Terms and Conditions are the only Terms and Conditions (“Terms”) upon which Norman Health US Productions and Services, Inc. (the “Seller”), is prepared to sell to customers (the “Purchaser”) its products (the “Goods”) and they shall govern the sale of Goods to the exclusion of any other terms, express or implied.
(b) These Terms may only be modified by the Seller. No other action on the part of the Seller, including delivery of the Goods, shall be construed as an acceptance of any other conditions. Seller reserves the right to update these Terms from time to time, and the revised Terms shall apply to all orders of Goods placed after the effective date of such changes.
(c) By placing an order for the Goods, Purchaser agrees to be bound by these Terms, which supersede any conflicting terms in Purchaser's purchase order or other documentation. (d) By placing an order with the Seller, the Purchaser confirms its full compliance with all regulatory and compliance requirements as well as the ability of the widest possible territorial coverage of the market and rapid delivery of a wide range of the Seller’s Goods to the customers of Purchaser.
2. PRODUCT SPECIFICATIONS AND CHANGES
(a) The Goods shall conform to the specifications provided by Seller or as mutually agreed upon in writing by the parties (“Specifications”).
(b) Seller reserves the right to modify the Specifications of the Goods at any time, provided that such modifications do not materially affect the form, fit, or function of the Goods. Seller shall notify Purchaser of any such changes.
(c) Purchaser shall inspect the Goods promptly upon receipt and notify Seller in writing of any non-conformity with the Specifications within seven (7) days. Failure to provide such notice shall constitute acceptance of the Products.
3. PRICE
(a) The price payable for the Seller’s Goods shall be the Seller’s price in force on the date of shipment based on the Seller’s price list, unless otherwise agreed in writing. Seller will notify Purchaser of any changes to the price list.
(b) Orders for the Goods must be sent by Purchaser to the e-mail indicated by Seller. (c) Unless otherwise noted on the sales order with Purchases, all purchases are made DDP, with insurance covered by Seller to Purchaser’s destination.
4. PAYMENT
(a) Payment of the price must be made pursuant to the term indicated in the invoice following the date of the invoice unless otherwise authorized in writing in advance by an authorized representative of the Seller. The Seller reserves the right to request prepayment of the Goods. (b) The Purchaser shall pay all invoices in the currency specified, without any deduction, set off, or counterclaim. No payment shall be deemed to have been received until the Seller has received cleared funds.
(c) Should payment not be made within the specified time, the Seller may charge the Purchaser interest at the annual rate of 10%, compounded daily, until the sum due is paid in full, including legal costs of recovery.
5. DELIVERY
(a) The Goods will be delivered to the address specified in the Purchaser’s sales order. (b) The Seller reserves the right to withhold the delivery of the Goods if any sum due to the Seller under this or any other contract is overdue or if, in the opinion of the Seller, the credit standing of the Purchaser has been impaired for any other reason, until such time as payment is received. (c) The Seller shall deliver the quantities ordered in the amount of not more than ten percent (10%) above or below the quantity specified by the Purchaser in each order. If for reasons of sourcing and/or production the produced quantities will be more than ten percent (10%) above the quantity specified by the Purchaser in the order, the Seller will inform the Purchaser in writing, and the Purchaser shall notify Seller in writing if the Purchaser wants to accept or reject the additional quantity.
(d) Any delivery date provided by Seller is approximate and may fluctuate.
6. STORAGE CONDITIONS
(a) All the Seller’s Goods shall be stored by the Purchaser in appropriate storage conditions for such sort of products prior to sale to Purchaser’s customers.
(b) The Purchaser shall also have regularly reviewed and updated written procedures in place to ensure controlled conditions during storage and transportation of the Goods.
7. RISKS
Risk in the Goods shall pass to the Purchaser when they are delivered to Purchaser’s address in accordance with sections 3(c) and 5(a), above.
8. RETURNS & RECALLS
(a) Returned Goods will not be accepted without the prior written consent of the Seller, except in case of any product recalls due to regulatory issues that are being undertaken at the sole discretion of the Seller or upon any decisions of the local governmental authorities. In case of product recalls of Goods for regulatory issues, the Purchaser shall act in accordance with the Seller’s instructions and shall fully cooperate with Seller, including providing all necessary information and assistance to facilitate the recall process.
(b) Subject to section 8(c), if any of the Goods are shown to the satisfaction of the Seller to have been defective at the time of delivery to the Purchaser, the Seller will at its option replace the defective Goods or refund that part of the price which was paid for the defective Goods. (c) The foregoing shall not apply to:
(i) Goods which, in the Seller’s opinion, have been rendered defective by misuse or neglect on the part of the Purchaser (including, but not limited to, failure on the part of the Purchaser to comply with the Seller’s recommended storage conditions).
(ii) Goods marked with an expiration date and a claim is made by the Purchaser after the expiration date.
(d) Any claim in respect of a defect that ought to be discovered concerning delivery of the Goods shall be made within seven (7) days of delivery to the Purchaser.
9. FORCE MAJEURE
The Seller shall not be liable for any loss or damage caused by delay in the performance or non performance of any of its obligations hereunder where the same is occasioned by any cause whatsoever that is beyond the Seller’s control including but not limited to an Act of God; civil disturbance, requisitioning, governmental restrictions, prohibitions or enactments of any kind; import or export regulations; strike, lock-out, or trade dispute (whether involving its own employees or those of any other person or entity); difficulties in obtaining workmen or materials; breakdown of machinery; fire or accident; pandemic or epidemic. Should any such event occur the Seller may cancel or suspend these Terms without incurring any liability for any loss or damage incurred.
10. WARRANTIES AND REPRESENTATIONS
(a) Seller warrants that the Goods are free from material defects in material and workmanship and shall comply with all applicable laws, regulations, and industry standards related to the manufacture and sale of the Goods.
(b) EXCEPT FOR THE WARRANTIES IN SECTIONS 10(a) AND 10(b), THE SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(c) The Purchaser warrants that in performing its obligations regarding the Goods, the Purchaser will comply in all material respects with all applicable laws, rules and regulations, including those related to marketing of the Goods.
(d) The Purchaser warrants, that it will be solely responsible for all labels it produces and/or affixes itself or has produced and/or affixed on its behalf by Seller to the Goods. (e) If the Goods and/or the packaging of the Goods are defective, Seller shall at the first request of the Purchaser and at Seller’s own expense, replace the defective Goods by immediate delivery of Goods free of defects. If the Goods and/or the packaging of the Goods are defective, the Seller is only liable to the extent Seller’s insurance company reimburses.
(f) The Purchaser is responsible for the artwork and designs (image and written content) of Goods’ labels and packaging, and it ensures that language, artworks and designs will comply with the laws and regulations (as well as any modifications or amendment to them) in force in the territory where the Goods will be sold.
11. LIMITATION OF LIABILITY
(a) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SALE OF THE GOODS, REGARDLESS OF THE LEGAL THEORY ASSERTED. (b) SELLER’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SALE OF THE GOODS SHALL NOT EXCEED THE GREATER OF: (A) THE PURCHASE PRICE OF THE GOODS GIVING RISE TO THE CLAIM, OR (B) THE AMOUNT COVERED BY SELLER’S PRODUCT LIABILITY INSURANCE.
12. INDEMNIFICATION
(a) Purchaser shall indemnify, defend, and hold Seller harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including reasonable attorneys’ fees, arising out of or related to Purchaser’s use, storage, handling, distribution, or sale of the Goods, except to the extent such claims are directly caused by Seller’s breach of warranty or negligence.
(b) Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims, suits, actions, assessments, fines, damages, liabilities, losses, costs and expenses of any nature (including reasonable attorney’s fees) asserted against, suffered or incurred by Seller which result from or arise out of the use of Purchaser’s artworks and designs.
(c) Seller shall indemnify, defend, and hold Purchaser harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including reasonable attorneys’ fees, arising out of or related to any defects in the Goods or Seller’s breach of warranty. (d) In the event of a product liability claim, Seller shall indemnify and defend Purchaser against any third-party claims arising from the use of the Goods, provided that such claims are not the result of Purchaser’s negligence, misuse, or alteration of the Goods.
13. THIRD-PARTY LABORATORY
In the event of discrepancy about the conformity of the Goods, the Seller and Purchaser will submit samples of the affected Goods to an external and accredited independent laboratory who will test the quality of the affected Goods. If the results of the laboratory confirm that the Goods conform to the Specifications, then the Purchaser shall pay the costs of the laboratory services and accept the Goods. If the results of the laboratory confirm that the affected Goods do not conform to the Specifications, then the Seller shall pay the costs of the laboratory services, collection and/or destruction of the non-conforming Goods, as well as the costs arising from replacement of the Goods.
14. INTELLECTUAL PROPERTY
(a) Seller owns the intellectual and industrial property (technology, trade secrets, know-how, patent, specifications, etc.) used in the manufacturing process of Goods.
(b) Each party shall maintain the confidentiality of the other party’s confidential information and shall not use such information for any purpose other than the performance of its obligations under these Terms.
(c) All intellectual property rights, including patents, trademarks, copyrights, and trade secrets, related to the Goods shall remain the sole and exclusive property of Seller. Purchaser shall not reverse engineer, duplicate, decompile, or disassemble the Goods or any portion thereof. (d) Purchaser acknowledges that any improvements or modifications to the Goods suggested by Purchaser and implemented by Seller shall be the sole property of Seller.
15. COMPLIANCE WITH LAWS AND REGULATIONS
(a) Purchaser shall comply with all applicable laws, regulations, and industry standards in its use, storage, handling, distribution, and sale of the Goods.
(b) Seller shall be responsible for obtaining and maintaining all necessary permits, licenses, and approvals required for the manufacture and sale of the Goods, including compliance with all applicable laws and regulations related to the health care products industry.
(c) Seller shall ensure that the Goods comply with all relevant regulatory requirements, including but not limited to those set forth by the Food and Drug Administration (FDA), European Medicines Agency (EMA), or other applicable regulatory bodies.
(d) Purchaser shall promptly notify Seller of any adverse events, product complaints, or other issues related to the Goods including without limitation any that may require reporting to regulatory authorities.
16. MISCELLANEOUS TERMS AND CONDITIONS
(a) The Purchaser confirms that it possesses business continuity plans for its warehousing and distribution service to maintain supply of Goods in case of exceptional circumstances e.g. fire, industrial action, bankruptcy.
(b) By placing an order with the Seller, the Purchaser agrees to the Seller performing credit checks by whatever means it deems appropriate.
(c) Each right or remedy of the Seller under these Terms is without prejudice to any other right or remedy of the Seller whether under these Terms or not.
(d) Neither party may assign these Terms without the prior written consent of the other party, except that Seller may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
(e) These Terms constitute the entire agreement between the parties and supersede any prior or contemporaneous understandings or agreements regarding the subject matter hereof. (f) Any notice required or permitted under these Terms shall be in writing and shall be deemed given when delivered personally, by courier, or by certified mail (return receipt requested) to the address specified by the receiving party.
(g) No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
(h) If any provision of these Terms is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these Terms and the remainder of such provision shall continue in full force and effect.
(i) Orders sent by Purchaser do not become definitive until they are accepted by the Seller.
17. INDEPENDENT PARTY
The Purchaser will purchase the Goods from the Seller for its own account and will resell in its own name and for its own account and risk. Furthermore, the Purchaser shall assume all credit risks in relation to its sales of Goods.
18. LAW AND DISPUTE RESOLUTION
(a) These Terms shall be governed by and construed in accordance with the laws of the State of Indiana.
(b) Each Party hereby expressly submits to the exclusive jurisdiction of the state courts sitting in Allen County, Indiana or the United States District Court for the Northern District of Indiana. Each Party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may have or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.
(c) Each party hereto expressly waives the right to trial by jury in any proceeding relating to or arising in any way from these Terms or the matters contemplated hereby, unless such waiver is prohibited under applicable law.
(d) In any action or proceeding brought by a party to enforce any provision of these Terms, the prevailing party shall be entitled to recover the reasonable costs and expenses incurred by it in connection with that action or proceeding (including, but not limited to, attorneys’ fees).
4933-6186-6309, v. 3 ly
Updated May 29, 2025