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TERMS & CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
Terms of Use for any Tanner Pharma Group, Inc. website
Tanner Pharma Group (collectively, “Tanner”, “we”, “us”, or “our”) is a global pharma services company that provides access to pharmaceuticals through separate legal entities and subsidiaries located in the United States, United Kingdom, Ireland and Switzerland. More information about our entities and their locations can be found at https://tannerpharma.com/contact-us/.
These Terms of Use govern your access to and use of the Tanner websites located at https://tannerpharma.com and https://tannerhealth.com, as well as other associated websites managed by any Tanner Pharma Group subsidiary, sister company or affiliated company.
PLEASE READ AND ENSURE YOU UNDERSTAND THESE PRIVACY POLICY TERMS & CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS OF USE , YOU MUST NOT ACCESS OR USE THIS WEBSITE. BY USING OUR WEBSITE, YOU CONFIRM THAT YOU ACCEPT THESE TERMS OF USE AND THAT YOU AGREE TO COMPLY WITH THEM.
By using this website you agree that you will comply with all applicable laws and regulations, and you will not do anything to damage, interrupt, or interfere with the functionality of this website or other users’ use and/or enjoyment of the site. Tanner does not guarantee that the content available from or on our websites will be secure or free from bugs, viruses, or other computer code, file or program that is malicious or may harm your data and/or technology. You should exercise your own vigilance and use your own virus protection software. Tanner will not be responsible for any infection, viruses or other code that manifest contaminating or destructive properties. You must not misuse our website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorized access to our website, the server on which our website is stored or any server, computer or database connected to our website. You must not attack our website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offense under the Computer Misuse Act 1990 (UK users). We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our website will cease immediately.
Additionally you agree that you will not:
Where our website contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those websites or resources.
Tanner will use reasonable efforts to include accurate and up-to-date information on its websites but gives no warranties or representations of any kind as to its accuracy, quality, or completeness and any information made available on this website is provided on an “as is” and “as available” basis. Tanner reserves the right at any time and in its sole discretion, to change, modify, add, or remove portions of its website and these Terms of Use. It is your responsibility to check the website and these Terms of Use periodically for changes. We do not guarantee that our website or any content on it, will always be available or be uninterrupted. We reserve in our sole discretion to suspend, withdraw or restrict the availability of all or any part of our website for business and/or operational reasons. All changes made to our website or these Terms of Use shall be effective immediately upon positing and by continuing to access and use our website after any changes are live, you are accepting and agreed to the changes.
This website and all of its contents, features, and functionality are the property of Tanner. The entire contents of this website are copyrighted under United States’ copyright laws. All trademarks, logos and marks used on this website are owned or licensed by Tanner and you shall not use it without our prior written permission.
You may print off one copy, and may download extracts, of any page(s) from our website and you may draw the attention of others within your organization to content posted on our website. However, you must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. No part of our website may be reproduced, stored in any archival systems by any means without the prior written permission of Tanner.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on this website in a way infringe your copyright, please let us know by providing us with the following information: (a) your electronic or physical signature as the copyright owner or of the person authorized to act on your behalf; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on this website; (d) your contact information, including address, telephone number, and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the information in subsections (a) – (e) above in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Please note that any notification that fails to comply with the above requirements shall not be considered sufficient notice and shall not be deemed to confer upon Tanner actual knowledge of facts or circumstances from which infringing material or acts are evident, per Section 512(c)(3) of the DMCA. Claims of copyright infringement can be sent via e-mail to LegalDepartment@tannerpharma.com or to the following address:
Tanner Pharma Group, Inc.
1808 Associates Lane, Suite A
Charlotte, NC 28217
United States
Attn: General Counsel
We recommend consulting a legal advisor before filing a copyright infringement notice as there can be penalties for false claims under the DMCA.
To the fullest extent permitted by law, Tanner shall not be liable for loss of profits, sales, business, loss of data (use of or inability to use our website), indirect, incidental, consequential, exemplary or punitive damages in connection with these Terms of Use. If, notwithstanding the other provisions of these Terms of Use, Tanner is found to be liable for damage or loss, in no event shall our liability exceed the total amount of fees paid by you for any services or products made available through or relating to our website.
You shall indemnify, defend and hold harmless Tanner, its officers, directors, shareholders, employees, agents, subsidiaries, licensors from and against all losses, costs, demands, suits, claims, including reasonable attorneys’ fees made against Tanner by any third party arising out of or in connection with the use of this website.
We will only use your personal information as set out in our Privacy Policy which can be located at https://tannerpharma.com/privacy-policy/.
This website is only to provide information about Tanner’s brand, products, and services. Nothing contained on this website is to be construed as medical, legal or other advice.
Tanner may in its sole discretion terminate, at any time without notice, your access to its website if it determines that you have violated these Terms of Use or any other agreement which may be associated with your use of its website.
By accessing or using this website, you agree it will be construed according to United States law. Any access or use from other locations is subject to your compliance with all applicable local laws, and Tanner will not be held responsible or liable for your use in such other locations. Tanner makes no representation that material on this website is appropriate outside the United States, United Kingdom, Ireland or Switzerland. Information concerning pharmaceutical distribution services applies only to services provided within the United States, United Kingdom, Ireland or Switzerland and is subject to the applicable state and local laws of those countries. The laws of the State of North Carolina without regard to its conflicts of laws provisions, will govern these Terms of Use, including any dispute that arises between you and Tanner in connection with your use of our website or these Terms of Use.
If a dispute arises in connection with your use of our website or these Terms of Use, the parties agree to try to resolve the dispute promptly, amicably, and in good faith. As such, the complaining party must notify the other party in writing regarding the nature of the dispute. Upon receipt of such notice, the parties shall work together in good faith to resolve the dispute within thirty (30) days. If the parties are unable to resolve the dispute within thirty (30) days, either party may file suit in Mecklenburg County, North Carolina.
You irrevocably consent to be bound by such laws and to submit to the jurisdiction of the state and federal courts of Mecklenburg County, North Carolina in connection with the interpretation or application of these Terms of Use and waive any objection to such jurisdiction or venue. You further waive any rights and obligations under any applicable provisions of the United Nations Convention for the International Sale of Goods.
By accessing or using this website, you agree it will be construed according to the laws of the England and Wales. Any access or use from other locations is subject to your compliance with all applicable local laws, and Tanner will not be held responsible or liable for your use in such other locations. Tanner makes no representation that material on this website is appropriate outside the United Kingdom. Information concerning distribution services applies only to services provided within the United Kingdom and is subject to the applicable state and local laws. The laws of England and Wales shall govern these Terms of Use as though made and to be fully performed therein without regard to conflicts of laws principles thereof.
If a dispute arises in connection with your use of our website or these Terms of Use, the parties agree to try to resolve the dispute promptly, amicably, and in good faith. As such, the complaining party must notify the other party in writing regarding the nature of the dispute. Upon receipt of such notice, the parties shall work together in good faith to resolve the dispute within thirty (30) days. If the parties are unable to resolve the dispute within thirty (30) days, either party may file suit in London, England.
You irrevocably consent to be bound by such laws and to submit to the jurisdiction of the courts of London, England in connection with the interpretation or application of these Terms of Use and waive any objection to such jurisdiction or venue. You further waive any rights and obligations under any applicable provisions of the United Nations Convention for the International Sale of Goods.
If it is determined that any provision of these Terms of Use are held invalid or unenforceable, the specific provision will be eliminated to the extent necessary and the remaining provisions of these Terms of Use shall not be affected and shall remain in full force and effect.
No verbal agreements amending the above terms are valid unless they are duly confirmed in writing by both parties. These Terms of Use have been generated electronically and is valid without signature and upon use of this website.
If any terms or provisions of these Terms of Use are invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction.
Provisions of these Terms of Use which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms of Use.
For inquires, you may contact us at https://tannerpharma.com/contact-us/
TERMS AND CONDITIONS (TANNER AS SELLER)
These terms and conditions (“Terms & Conditions”) govern the purchase of products and/or services by you or your company (hereinafter referred to as “Buyer”) from the Tanner entity (hereinafter referred to as “Seller”) named on the Pro Forma or final Invoice (hereinafter either referred to as “Invoice”) into which these Terms and Conditions are incorporated by reference. These Terms & Conditions are an integral part of any transaction between Seller and Buyer for the supply of goods, products, materials or services (“Deliverables”) to Buyer and, together with the Invoice, shall constitute the complete agreement between the Seller and Buyer in connection with any transactions between Seller and Buyer unless otherwise revised in writing and agreed to by the Buyer. In the event there is a Purchase Order or Services and/or Supply Agreement generated between the parties covering the Deliverables, these Terms & Conditions shall prevail. Any additional or different Terms & Conditions proposed by the Buyer or contained in any form (including but not limited to a Purchase Order) are hereby rejected.
Either the Buyer or the Seller may be referred to individually as a “party” or together as the “parties”. Unless modified in writing by mutual agreement of the parties, the following terms shall be an integral part of any agreement between Buyer and Seller:
These Terms and Conditions shall apply to all product purchases between you and the Seller and may NOT be altered, supplemented, or amended by you through the use of any other document(s). Any attempt to alter, supplement, or amend these Terms and Conditions, or to enter an order for product(s) which is (are) subject to additional or altered terms and conditions, will be null and void, unless otherwise agreed to in a written agreement signed by both you and the Seller.
Unless otherwise provided in these Terms and Conditions, these Terms and Conditions supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral between the parties regarding these arrangement, other than the Seller’s credit terms and any other forms and agreements completed as part of the Seller’s account application process; and cannot be amended unless each party agrees in writing. The terms of these Terms and Conditions prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms and Conditions.
All payments to the Seller shall be made in full, in good funds, and in accordance with the payment terms on your Invoice, via ACH direct debit or other payment forms acceptable to the Seller. Until product is paid for in full, the Seller retains, and you hereby grant the Seller, a security interest in the ordered products. The Seller may assess a service charge calculated at the rate of 1.5% per month (or the maximum rate allowed by law, if such rate is less than 1.5% per month) on any amount not paid to the Seller when due. Failure or delay by the Seller to Invoice you for any such service charge will not waive the Seller’s right to receive the same. In the event of default in payments on any Invoices, the Seller shall have the right to declare all Invoices immediately due and payable. You agree to pay all out-of-pocket expenses, including attorneys’ fees and costs, incurred by the Seller to collect any amounts due from you or to otherwise enforce any of the terms stated herein. The Seller (including its affiliates, subsidiaries, parent or related entities, individually or collectively) may exercise a right of set-off against any and all amounts due to you. The Seller shall be deemed a single creditor for purposes of this section. You agree to pay all applicable taxes as part of your purchase.
You consent to Seller’s use of your information to produce reports and documents needed for product transactions and to provide such information to health regulatory authorities if required by applicable laws and regulations and you acknowledge that said reports and documents may include your Confidential Information, product names, purchasing dollars and such other information that is subject to laws and regulations governing privacy.
For purposes of protecting personal information that is regulated under governing laws, and to the extent required by law, Seller and Buyer agree as follows:
Seller shall store personal data in accordance with applicable laws and regulations.
Seller shall use personal data only to the extent necessary to complete the product transaction(s) and only in accordance with applicable laws.
Buyer shall obtain all consents, including but not limited to any patient consent needed, that are required to complete transactions contemplated by the parties pursuant to these Terms and Conditions. Seller has informed the Buyer about the Seller’s “Data Privacy Policy” and Buyer agrees to comply with said Data Privacy Policy. Upon Buyer’s request, Seller will provide Buyer with an electronic copy of Seller’s Data Privacy Policy; further, a hard copy of said Data Privacy Policy will be made available to the Buyer upon written request.
You agree that all information provided to you by the Seller, which is not publicly known, including but not limited to purchase terms, costs, and pricing are confidential and may not be disclosed to third parties. Each party and its employees/representatives will protect all proprietary and confidential information (“Confidential Information”) disclosed by the other and not use or disclose it unless legally required or in connection with these Terms and Conditions, pursuant to all applicable laws and regulations that apply to the parties.
Confidential Information does not include information available on a non-confidential basis; known or able to be formulated by the receiving party; or required to be disclosed by law. Pricing is strictly confidential.
By placing an order for products and/or services from the Seller you agree to be bound by and accept the terms of these Terms and Conditions (in the absence of an earlier signed formal written agreement between you and the Seller governing your purchases). Orders are not binding upon the Seller until accepted by the Seller. The Seller reserves the right to refuse service to anyone. The Seller will indicate its acceptance of an order by issuing an Invoice or by shipping the ordered items to you.
All orders are considered Free Carrier (“FCA”) as published in Incoterms 2010 by the International Chamber of Commerce or the latest edition thereof unless otherwise agreed to by the parties on a specific product purchase order.
Any claims by a party receiving products must be made within one (1) business day of receipt of delivery and confirmed in writing including any images of damage/contamination/tampering etc. plus account and Invoice numbers. If the shipping packaging is damaged in any way, please check contents in front of the carrier and sign carrier’s sheet in accordance with actual condition and quantity of contents.
Seller’s failure to perform due to force majeure or other events beyond its control will be excused.
Buyer is not permitted to return product to the Seller, except as a result of an order fulfillment error by the Seller. All returns must first be discussed with and approved by Seller. In such case, you may only return product purchased from the Seller and for which you provide the Invoice number, purchase date, and any other information requested by Seller in the return approval. The Seller may reject returns that do not have an Invoice number and/or purchase date or that exceed the amount of the referenced Invoice. The Seller may refuse all future returns from you if you submit for return any counterfeit, adulterated or other product that does not comply with terms in its for-return return authorization, the Seller may refuse it and all future returns from you. If a supplier notifies the Seller of a product recall, you will receive prompt notice of the recall per the supplier’s notice. Any returns require a return authorization number issued by the Seller and will require DAP incoterms. Any loss or damage will be the Buyer’s responsibility.
All parties who are to be subject to these Terms and Conditions shall comply with all laws and regulations that apply to such party. The Seller policies require all parties to comply with Good Distribution Practices at all times, while products are in storage and in transport. While products are under a party’s care, that party shall endeavor to safeguard said products received from suppliers or sent to our customers from factors that may adversely affect the safety and efficacy of the products.
Each party will provide the other party with all information available to such party that such other party may reasonably require to comply with its Safety Data Exchange responsibilities under applicable Law, including notice of any Adverse Drug Experiences from pre-clinical or clinical laboratory, animal toxicology and pharmacology studies, clinical trials and commercial experiences with any product, whether by such party, its affiliates or its sublicensees. Buyer agrees to inform Seller via email at AE@tannerpharma.com within twenty-four (24) hours of any Adverse Event or suspected Adverse Event that it becomes aware of for any Product it has procured from Seller.
You warrant that you have all required governmental licenses, permits and approvals required to purchase, use and/or store the products you purchase from the Seller. The Seller may immediately terminate your ability to make purchases if the Seller determines that you or any facility owned, operated, or managed by you, directly or indirectly, has breached this provision. You will comply with all laws, rules and regulations applicable to products purchased hereunder.
The Seller does not manufacture any products and disclaims all warranties for products and services.
THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES UNDER THESE TERMS AND CONDITIONS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OUR SOLE OBLIGATION AND YOUR EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY WILL BE, AT OUR OPTION, TO REPAIR OR REPLACE THE PRODUCT. These warranties cannot be created by any source. The Seller will not be liable for special, incidental, punitive or consequential damages (including lost profits) of any type. Since the Seller is not the manufacturer of goods, the Seller assigns all representations and warranties made by the manufacturer of the goods to you, to the extent practicable. The Seller will reasonably cooperate with you in enforcing the warranties to the extent commercially reasonable.
IN NO EVENT SHALL THE SELLER BE LIABLE WHETHER IN CONTRACT OR TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OR LOSSES OF ANY NATURE OR FOR LOST REVENUE, LOST PROFITS OR LOST BUSINESS ARISING OUT OF YOUR PURCHASES FROM THE SELLER OR THE USE OF PRODUCTS OR SELLER’S FAILURE TO DELIVER ORDERED PRODUCTS. IN NO EVENT SHALL SELLER’S LIABILITY FOR ANY ORDER UNDER THESE TERMS AND CONDITIONS EXCEED THE FEES ACTUALLY PAID BY YOU FOR SUCH ORDER.
Notwithstanding the foregoing, in any situation where the Seller is negligent or otherwise mishandles the storage or distribution of the products that results in damage to the products, The Seller shall, in amount not to exceed the replacement value of the damaged products, be responsible for its negligence or mishandling of the storage or distribution of the products. The prevailing party in any legal action, including a bankruptcy action, may recover all costs, including reasonable attorneys’ fees. A waiver or delay in enforcing these Terms and Conditions will not deprive a party of its right to act later or due to another breach.
Buyer shall, at all times and at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in such amounts that is standard for companies such as the Buyer in its industry with financially sound and reputable insurers. Upon Seller’s request, Buyer shall provide Seller with a certificate of insurance from Buyer’s insurer evidencing the insurance coverage specified in herein. The certificate of insurance shall name Seller as an additional insured. Buyer shall provide Seller with commercially reasonable advance written notice in the event of a cancellation or material change in Buyer’s insurance policy. Except where prohibited by law, Buyer shall require its insurer to waive all rights of subrogation against Seller’s insurers and Seller.
Buyer shall defend, indemnify and hold harmless Seller and Seller’s directors, officers, employees and agents from all suits, claims, demands, losses, costs, direct and indirect damages and other liabilities (including reasonable attorneys’ fees, and consequential, incidental and special damages) that Seller may incur or be obligated to pay as a result of (i) Buyer’s negligence, use, ownership, maintenance, transfer, transportation or disposal of the products; (ii) Buyer’s breach or alleged breach of any representation or warranty, or any other term or condition of these Terms and Conditions or any relevant purchase order; and (iii) Buyer’s violation or alleged violation of any federal, state, county or local laws or regulations including, without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices.
These Terms and Conditions shall be governed by, and construed in accordance with , the laws of the State of North Carolina, USA when the Tanner entity named on the particular Invoice is located in the United States. Whenever the Tanner entity named on the particular Invoice is located outside of the United States, the laws of England and Wales shall govern these Terms and Conditions, as though made and to be fully performed therein without regard to conflicts of laws principles thereof. If a dispute arises between the parties in connection with these Terms and Conditions, the complaining party must notify the other party in writing regarding the nature of the dispute. Upon receipt of such notice, the parties shall work together in good faith to resolve the dispute within thirty (30) days. If the parties are unable to resolve the dispute within thirty (30) days, either party may file suit in Mecklenburg County, North Carolina or London, England depending on the Tanner entity named on the particular Invoice as stated above in this clause 18. Each party hereby irrevocably consents to the personal jurisdiction of such courts and each party hereto waives and agrees that it shall not assert that such forum is inconvenient or improper. The parties specifically waive any rights and obligations under any applicable provisions of the United Nations Convention for the International Sale of Goods.
he purchase of products and/or services by Buyer from Seller shall be governed by the laws of England and Wales and these Terms and Conditions shall be interpreted as though made and to be fully performed in the UK without regard to conflicts of laws principles thereof. If a dispute arises between the parties in connection with these Terms and Conditions, the complaining party must notify the other party in writing regarding the nature of the dispute. Upon receipt of such notice, the parties shall work together in good faith to resolve the dispute within thirty (30) days. If the parties are unable to resolve the dispute within thirty (30) days, either party may file suit in London, England. Each party hereby irrevocably consents to the personal jurisdiction of such courts and each party hereto waives and agrees that it shall not assert that such forum is inconvenient or improper. The parties specifically waive any rights and obligations under any applicable provisions of the United Nations Convention for the International Sale of Goods.
Failure to enforce a right does not waive it.
Notices must be in writing and sent by overnight courier service with delivery confirmation to other party’s address set forth on the purchase order unless changed by written notice to the other party. Each party agrees to email notices with proof of email delivery required to its business email address that has been provided to the other party hereinbelow.
These Terms and Conditions are for the benefit of, and binds the heirs, successors and assigns of, each party. However, you may only assign your rights or delegate your duties under these Terms and Conditions, including by merger, change in control, asset sale, operation of law or otherwise, with Seller’s prior written consent (such consent shall not be unreasonably withheld or delayed). You consent to the Seller assigning part or all of its obligations to any affiliate and to assigning or granting a security interest in these Terms and Conditions in connection with any financing or securitization by the Seller or any affiliate.
Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms and Conditions.
If any term or provision of these Terms and Conditions are invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.
The term “including” means “including, without limitation,”. These Terms and Conditions do not create or confer any rights in or to any third party.
No verbal agreements amending the above terms a valid unless they are duly confirmed in writing by both parties. These Terms and Conditions have been generated electronically and is valid without signature and upon receipt.