General Terms and Conditions
- Applicability. These general terms and conditions (the “Terms”) are the only terms which govern the sale of the goods (“Goods”) by Prospect Life Sciences, Inc. (“PLS”) to the customer named in this Online Order (“Customer”).
- Waiver of Regulatory Requirements. PLS’s emergency production and distribution of the Goods described herein is in response to the Coronavirus Disease 2019 (COVID-19) outbreak. Due to the emergency nature of the production of the Goods, the Customer understand that the Goods were not tested for regulatory compliance, including but not limited to United States Federal Drug Administration compliance, and by accepting the Goods from PLS, the Customer ACKNOWLEDGES and AGREES to waive any testing requirements, regulations, and guidelines that may be required pursuant to United States laws and regulations.
- Shipping and Delivery. PLS shall deliver all Goods marked for shipment to the destination specified in the applicable Online Order. PLS shall make such deliveries F.O.B. PLS’s facility, unless otherwise expressly stated in the Online Order. Any agreed upon delivery date shall be set forth in the Online Order. Risk of loss and title for the Goods shall pass to Customer upon delivery by PLS of the Goods to the stated delivery point in accordance with the applicable Incoterms. Customer agrees that PLS will be deemed to hold, and Customer hereby grants to PLS, a purchase money security interest in the Goods to secure the obligation of Customer to pay PLS all amounts due for such Goods. Such purchase money security interest shall be released upon PLS’s receipt of full payment for such Goods. All freight, insurance, customs costs and expenses and any other shipping expenses, as well as any special packing expenses not expressly included in PLS’s original quotation for the Goods, shall be paid by Customer.
- Acceptance. The Goods shall be deemed accepted upon delivery.
- Charges, Payment and Taxes. In consideration of the Goods sold pursuant to this Online Order, Customer will pay PLS those charges set forth in each Online Order. All payments of charges shall be due as set forth in the Online Order; if no payment terms are specified, charges are due immediately upon receipt osf PLS’s invoice. All payments must be made in U.S. dollars. All charges are non-refundable. The charges exclude all applicable sales, use, and other taxes, fees, duties and similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on PLS’s income), fees, duties, and charges. Any portion of the charges that is not paid when due will accrue interest at eighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
- Disclaimer of Warranties. THE GOODS ARE PROVIDED “AS-IS.” PLS DISCLAIMS TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. PLS MAKES NO REPRESENATATION OR WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION AS TO USEABILITY, SAFETY, MERCHANTABILITY, OR FITNESS OF THE GOODS FOR ANY PURPOSE OR CONDITION.
- Indemnity. By using the Goods offered or made available by PLS, Customer expressly releases PLS from all liability, and waives all legal rights whatsoever related to use of the Goods, regardless of how or where the Goods were used. By using the Goods, Customer agrees to:
– Assume ANY and ALL RISKS of INJURY OR DEATH resulting from use of the Goods,
– WAIVE, RELEASE, and NOT SUE, MAKE ANY CLAIMS OR FILE ANY ACTIONS against PLS, that are based on, arise or result from, in whole or in part, use of the Goods, and
– INDEMNIFY, DEFEND AND HOLD PLS HARMLESS, from any and all claims, demands, actions, causes of action, losses or liabilities whatsoever arising from or related to the Goods, including but not limited to damage to property or personal injury, including death, that may be sustained by Customer or any third party or their respective assigns, or caused to other persons or property by Customer, any third party or their respective assigns. The Customer also agrees to pay all costs, including reasonable attorneys’ fees and disbursements, incurred by PLS in defending an investigation, claim or suit brought by or on behalf of Customer, any third party or its or their respective assigns.
- Limitation of Liability. IN NO EVENT WILL PLS BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO THE GOODS.
- General Provisions. Customer shall comply with all laws, rules and regulations applicable to its use of the Goods. This Online Order will be governed by and interpreted in accordance with the laws of the State of Colorado, without reference to its choice of law rules. Any action or proceeding arising from or relating to this Online Order shall be brought solely in the state and federal courts in the State of Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. If any provision of this Online Order is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Online Order will continue in full force and effect. This Online Order constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral.