Ordering, Payment Terms and Late Fees HANSAmed Limited (“HANSAmed”) sells products to Customers on an open book account basis, subject to HANSAmed’s ongoing credit approval of Customers. All invoices are in Canadian dollars, and prices are subject to change. HANSAmed only ships to Canadian addresses. All approved open book accounts are due and payable 30 days from the date of invoice. Interest shall accrue on all accounts remaining unpaid after 30 days from the date of the invoice at the lesser of: (i) one and one-half percent (1 ½) per month (18 per annum) or (ii) the maximum lawful rate. Payments can be made by cheque or credit card (HANSAmed only accepts VISA or Mastercard) at the time of sale. HANSAmed reserves the right to withhold shipment of all subsequent deliveries in the event that HANSAmed does not receive payment in full from Customer within the stated terms. Acceptance by HANSAmed of less than full payment shall not act as a waiver of any of HANSAmed’ rights. Customer shall not retain or withhold from HANSAmed any sum stated on any invoice for any period. Any amount stated on an invoice from HANSAmed shall be deemed correct and binding upon the Customer unless HANSAmed receives notification of objection within 10 days of the date upon which such invoice is received. Notification of objection must be communicated to the Customer Service Department at 800-363-2876 or sent in writing via fax to 800-863-3213, Attn. Customer Service Department.
Taxes Prices quoted do not include charges for shipping and handling and applicable federal and provincial taxes. Separate charges for shipping and handling will be shown on the invoice. Unless Customer provides HANSAmed with a valid and correct tax exemption certificate applicable to the product ship-to location prior to HANSAmed’s acceptance of the order, the Customer is responsible for all sales, use, goods and services, harmonized sales and other taxes associated with the order. If applicable, a separate charge for taxes will be shown on HANSAmed’s invoice.
Errors HANSAmed reserves the right to correct any clerical or stenographic errors that may be made to the Customer’s account.
Title/Risk of Loss Title and risk of loss shall pass to the Customer upon delivery to his/her office. Shipping costs are F.O.B. HANSAmed’s warehouse. Delivery or shipment dates are estimates only and HANSAmed is not liable for any loss, damage, cost or expense for any failure to deliver in accordance with the given delivery or shipment date.
Product Availability and Substitutions Product availability may be limited and orders may be shipped in stages, depending on availability. HANSAmed reserves the right, without liability or prior notice, to revise or cease to make available any or all products. If there is any modification or discontinuation of a product that has been ordered, HANSAmed may, with Customer’s consent, ship products that are similar in function and specifications to the products originally ordered. The price for the substitute product may differ from the price of the original product.
Return Policy HANSAmed offers a 30 day conditional return option on all unused and unopened products (excluding Schedule F (periodontal) and pain management products), excluding shipping, restocking fee of 20%, and handling charges, provided that the procedures below are followed. In order to invoke the 30 day conditional return option,HANSAmed Customer Service Dept. must be notified at 800-363-2876 not later than 30 days from the date of shipment. HANSAmed Customer Service Dept. will dispatch a Return Authorization label (ATR#) sent via mail or fax. Once delivered, the ATR# label must be affixed to the return goods, such that the ATR# is prominently displayed. No return will be accepted without an 'Authorization Return Number' clearly displayed on the box. HANSAmed will not accept any product that is damaged or used and no refund will be made for the initial shipping costs. Price adjustments will be made to volume discounts affected by partial order returns. No credit will be given for items returned where HANSAmed’s Customer Service Dept. has not previously authorized the return. Defective products may be returned beyond the 30 day period only after contacting HANSAmed and receiving the proper Return Authorization label. Defective returned products may be replaced with similar goods and in the same quantities if available, otherwise the account will be credited for the estimated value of the product returned at the time initial purchase. No returns for Schedule F drugs on non-quality or non-safety related issues.
Disclaimers of Warranties Save and except for any specific warranties that HANSAmed or the product manufacturer may provide to the Customer with the product ordered, HANSAmed’s 30 day guarantee, as stated herein, shall be the Customer’s sole remedy for any damages that may result from the transactions to which these Terms and Conditions apply. In no event shall HANSAmed or its affiliated and related entities or suppliers be liable for special, incidental, consequential, exemplary or punitive damages arising from any claim or action, incidental or collateral to, or directly or indirectly related to the purchase of the products hereunder, whether such claim is based on contract, statute, tort, implied duties or obligations or any other legal theory. HANSAmed expressly disclaims any and all implied warranties with respect to the products, including: those implied under provincial sale of goods legislation; implied warranties of merchantability, and implied warranties of fitness for a particular purpose.
Defective Product Claims Authorized returns claiming product defect will be subject to inspection and testing by HANSAmed Quality Control Department to substantiate the claim. The decision to issue credit will be solely HANSAmed’s decision and will be based on these test results and consideration of any extenuating circumstances.
Waiver A waiver by HANSAmed of any of these Terms and Conditions in any one instance shall be deemed or construed to be (i) a general waiver of such term or condition, (ii) a waiver of any right that HANSAmed may have with respect to any subsequent breach, or (iii) a waiver of the subsequent application of the Terms and Conditions contained herein.
Severability Any provision of these Terms and Conditions that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction will, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.
Force Majeure HANSAmed shall not be under any liability to the Customer as a result of any delay or default in carrying out its obligations hereunder that is due in whole or in part to any cause that is beyond the reasonable control of HANSAmed (“Force Majeure”). HANSAmed will give the Customer prompt written notice specifying the force Majeure condition or event in which case both parties; obligations pursuant to this Agreement shall be suspended during such period. Upon cessation of such Force Majeure, HANSAmed shall give like notice to the Customer and commence performance hereunder as promptly as reasonably practicable. If the condition or event constituting Force Majeure persists for more than 30 days after HANSAmed provides notice thereof to the Customer, either HANSAmed or the Customer may cancel any pending orders by written notice to the other.
Language The parties have requested that these Terms and Conditions and all communications and documents relating hereto be expressed in the English language. Les parties ont exigé que les présentes ainsi que tout document s’y rattachant soient rédigés dans la langue anglaise. Where HANSAmed has provided to you these Terms and Conditions or any documentation in another language as a courtesy to you, in the event of a conflict between the English version and the version in another language, the English version shall govern.
Applicable Law These Terms and Conditions of Sale shall be construed under the laws of the Province of Ontario and the laws of Canada applicable therein. Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to: (a) these Terms and Conditions of Sale; (b) the products purchased from HANSAmed; (c) any oral or written statements, advertisements or promotions relating to these Terms and Conditions or the products purchased from HANSAmed; or (d) the relationships that result from this Agreement (collectively the “Claim”), will be referred to and determined by a sole arbitrator selected by HANSAmed and the Customer (to the exclusion of the courts). All arbitrations shall be conducted in accordance with the Arbitration Act, 1991 (Ontario), and shall take place in Toronto, Ontario. The decision by the arbitrator shall be binding and conclusive upon the parties, their permitted successors and assigns, and they shall comply with such decision in good faith, and each party hereby submits itself to the jurisdiction of the courts of the Province of Ontario held for the entry of judgement with respect to the decision of the arbitrator hereunder. Further, Customer agrees to waive any right that it may have to commence or participate in any class action against HANSAmed and/or its affiliated and related entities and suppliers, associated with any Claim and, where applicable, Customer also agrees to opt out of any class proceedings against HANSAmed and/or its affiliated and related entities and suppliers.
Export Restrictions Products purchased or received under these Terms and Conditions may be subject to Canadian export laws and regulations. The Customer agrees to comply with those regulations whenever the Customer exports the products (and any related data) purchased from HANSAmed or any product directly from the products or any related data that the Customer has purchased from HANSAmed.
Terms and Conditions to Govern These Terms and Conditions supersede any preprinted terms on Customer’s orders and any previous written or oral communications or representations by either party related to the products and shall not be amended without HANSAmed’ express written approval.
Assignment The Terms and Conditions Sale shall bind and endure to the benefit of both HANSAmed and the Customer and their respective successors, heirs, executors, administrators, personal representatives and permitted assigns. The Customer may not assign its rights or obligations hereunder without HANSAmed’s prior written consent.