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Privacy Policy & Terms and Conditions

Your privacy is a top priority to Tanner Pharma Group.
The following are our standards of privacy.

Protecting your privacy.
At Tanner Pharma Group, protecting company and individual privacy is paramount. The following is our privacy policy and our pledge to you. This policy and pledge enables us to protect your privacy while providing you with products and quality services. This privacy policy applies to our entire Tanner Pharma Group corporate family, which includes: TannerGAP, Inc., TannerCTS, Inc. and TannerLAC, Inc. Although each subsidiary and division of Tanner Pharma Group has a specific area of expertise, these entities work together to fulfill the needs of our business partners and/or the needs of our pharmaceutical supply chain customers.

Information we collect.
We collect only the information that is required to provide you with our services or that is required by law and regulation. We maintain strict security procedures to protect the information that we collect.

Limited disclosure of information.
We provide non-public personal information to third parties only to the extent necessary to complete your transactions, keep you fully informed as to these transactions and maintain our business relationship with you. Any information that we must provide to outside third parties is restricted as to content and recipient. Under no circumstances, will Tanner Pharma Group sell information about you or your business to any public or private third party.

We may also disclose personal information in the following instances: to comply with any applicable law where we operate, including but not limited to compliance with properly authorized civil, criminal, or regulatory investigations or to respond to judicial, government or self-regulatory authorities having jurisdiction over you or us for examination, compliance, or other purposes as authorized by law.

Confidentiality and security.
Our employee access to your information is restricted to those who have a legitimate need to know this information in order to provide our services or to comply with laws and regulations. We maintain both physical and electronic safeguards in accordance with all laws and regulations that are applicable to us. Please notify us if at any time our records contain incomplete or inaccurate information about you. Upon notification from you regarding our records, we will promptly address your concerns and make any necessary corrections or deletions that you request.

Information sharing within our corporate family.
Our partners and customers clearly benefit from information shared among the Tanner Pharma Group companies. It is important that we have the ability to share this information to provide quality services to our business partners and customers.

You may limit any of Tanner Pharma Group’s companies from contacting you about their products or services based on your personal information that they have received from another Tanner Pharma Group company. This information may include, but is not necessarily limited to, information about you or your business that has been collected from any source by a Tanner Pharma Group company. Further, you have the right to choose to prohibit any or all Tanner Pharma Group companies from contacting you and this restriction will remain in force until you tell us otherwise.

If you choose to limit Tanner Pharma Group companies from using information they receive from another Tanner Pharma Group company, please notify us by calling +1 (704) 552-8408. Your request will become effective as soon as reasonably practicable after we receive it.

Ongoing commitment.
Protecting your privacy is an on-going process. As technology continues to advance, Tanner Pharma Group will continue to evaluate its security standards and procedures associated with protecting your privacy. Nothing is more important to us than our partners and customers trust and confidence, and we will take whatever legally required steps necessary to maintain the security of our business and personal relationships. Our policies and practices for the disclosure of information, stated above, apply to current and former business partners and customers of Tanner Pharma Group and its affiliates.

Cookie Policy
For purposes of protecting personal information that is regulated under any applicable governing law, I provide Tanner Pharma Group and its intermediaries with explicit consent, to the extent required by law, to:

  • Store all personal data gathered;
  • Use personal data only in the context of business.

If you would like your data removed in accordance with applicable governing law, please email Tanner Pharma Group at DataPrivacy@tannerpharma.com

Terms & Conditions

 

(Seller) These “Terms and Conditions” (this “Agreement”) are between the Seller and the Buyer.  Either the Seller or the Buyer may be referred to 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 the Seller’s Agreement with you:

  1. Entire Agreement. If you have signed a formal written agreement between you and the Seller governing product purchases, that written agreement shall govern all product purchases between you and the Seller.  In the absence of such an agreement, this Agreement 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 this Agreement, 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 this Agreement, this Agreement supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral between the parties regarding this 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 this Agreement 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 this Agreement.

 

  1. Pricing and Payment Terms. 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.

 

  1. Explicit Consent. 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.

 

  1. Data Privacy and Consent. For purposes of protecting personal information that is regulated under governing laws, Seller, to the extent required by law, will:
  • Data Storage by Seller. Seller shall store personal data in accordance with applicable laws and regulations.
  • Use of Personal data by Seller. Seller shall use personal data only to the extent necessary to complete the product transaction(s) and only in accordance with applicable laws.

Consents.  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 this Agreement.  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.

 

  1. You agree that all Seller information provided to you by the Seller, including but not limited to purchase terms, price and this Agreement 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 this Agreement, 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.  The receiving party will request confidential treatment if Confidential Information is disclosed for any reason (if permitted by law).  For the avoidance of doubt, the parties’ existing “Confidentiality Agreement” entered into as of 09-Aug-19 shall continue to remain in full force and effect pursuant to its terms and conditions as set forth therein.

 

  1. Adherence to Seller’s Terms and Conditions. By purchasing products and/or services from the Seller you agree to be bound by and accept the terms of this Agreement (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.

 

  1. Surety of supply; Pricing Errors; Penalties and fees due to being late or inability to perform. PRICING ERRORS MAY OCCUR FROM TIME TO TIME, ON ITEMS SOLD BY THE SELLER, OR ITEMS SOLD BY THIRD-PARTY SELLERS. THE SELLER ATTEMPTS TO CORRECT ALL PRICING ERRORS PROMPTLY AFTER DISCOVERY OR AFTER THE SELLER RECEIVES NOTICE OF AN ERROR.  THE SELLER RESERVES THE RIGHT TO CANCEL ANY ORDERS CONTAINING PRICING ERRORS, WITH NO FURTHER OBLIGATIONS TO YOU, EVEN AFTER YOUR RECEIPT OF AN ORDER CONFIRMATION OR SHIPPING NOTICE FROM THE SELLER.  ANY PAYMENTS YOU MAKE TO THE SELLER FOR ORDERS THAT ARE CANCELLED BY THE SELLER DUE TO PRICING ERRORS OR PRODUCT NON-AVAILABILITY WILL BE REFUNDED TO YOU. 

 

  1. Incoterms and Damages to the product in transit.
  • 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.
  • Damages while in Transit. 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.
  • Title and risk of loss.  Title and risk of loss pass upon delivery.

 

  1. Force Majeure. Seller’s failure to perform due to force majeure or other events beyond its control will be excused.

 

  1. Returns & Recalls. In returning product to the Seller, you will comply with Seller’s standard Policy (“Returned Goods Policy”), as amended from time to time by the Seller. Pursuant to the Returned Goods Policy, is not permitted to return product to the Seller, except as a result of an order fulfillment error by the Seller. In such case, you may only return product purchased from the Seller and for which you provide the invoice number and purchase date.  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.

 

  1. Compliance with Applicable Laws and Regulations. All parties who are to be subject to this Agreement 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.

 

  1. Adverse Events. Each partywill 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.

 

  1. Licenses, Permits and Approvals. 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.

 

  1. Warranties; Assignment of Warranties. The Seller does not manufacture any products and disclaims all warranties for products and services.

 

THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES UNDER THIS AGREEMENT, 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.

 

  1. Limitation of Liability. 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 THIS AGREEMENT 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 this Agreement will not deprive a party of its right to act later or due to another breach.

 

  1. 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.

 

  1. 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 this Agreement 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.

 

  1. Governing Law and Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of North Carolina and the United States, as though made and to be fully performed therein without regard to conflicts of laws principles thereof. 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.

 

  1. No Waiver. Failure to enforce a right does not waive it.

 

  1. Notices must be in writing and sent by overnight courier service with delivery confirmation to other party’s address set forth herein unless changed by written notice to the other party. Each will promptly notify the other party of changes in name or business form, or otherwise materially modify operations.  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.

 

  1. This Agreement is 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 this Agreement, 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 this Agreement in connection with any financing or securitization by the Seller or any affiliate.

 

  1. Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.

 

  1. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

  1. The term “including” means “including, without limitation,”. This Agreement does not create or confer any rights in or to any third party.

 

  1. No verbal agreements amending the above terms a valid unless they are duly confirmed in writing by both parties. This Agreement has been generated electronically and is valid without signature and upon receipt.

 

(Buyer)  These “Terms and Conditions” (these “Terms”) are between the Seller and the Buyer.  Either the Seller or the Buyer may be referred to 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 the Buyer’s Agreement with you:

  1. Entire Agreement. If you have signed a formal written agreement between you and the governing product purchases, that written agreement shall govern all product purchases between you and the Buyer.  In the absence of such an agreement, this Agreement shall apply to all product purchases between you and the Buyer 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 this Agreement, 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 Buyer.

 

The accompanying purchase order (the “Purchase Order”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Seller’s general terms and conditions of sale regardless whether or when Seller has submitted its sales confirmation or such terms. This Agreement expressly limits Buyer’s acceptance to the terms of this Agreement. Fulfillment of this Purchase Order constitutes acceptance of these Terms.

 

  1. Pricing and Payment Terms. The price of the goods and services is the price stated in the Purchase Order (in the currency specified in the Purchase Order) If no price is included in the Purchase Order, the price shall be the price set out in Seller’s published price list in force as of the date of the Purchase Order. Unless otherwise specified in the Purchase Order,

 

Upon Buyer submitting a Purchase Order to Seller, the Seller shall immediately provide the Buyer with an invoice so that the Buyer can prepay for the product(s) being purchased; provided however, for product purchases that are not prepaid by Buyer,  the Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with these Terms. All payments to the Seller shall be made via ACH direct debit or other payment forms acceptable to the Seller.  Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller under this Agreement. In the event of a payment dispute, Buyer shall deliver a written statement to Seller no later than 10 days prior to the date payment is due on the disputed invoice listing all disputed items and a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 2. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under this Agreement notwithstanding any such dispute.

 

  1. Delivery of Goods. Seller shall deliver the goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the “Delivery Date”). If no delivery date is specified, Seller shall deliver the goods within five (5) business Seller’s receipt of the Purchase Order. If Seller fails to deliver the goods in full on the Delivery Date, Buyer may terminate this Agreement immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the goods on the Delivery Date.

 

Seller shall deliver all goods to the address specified in the Purchase Order (the “Delivery Point”) during Buyer’s normal business hours or as otherwise instructed by Buyer. Seller shall pack all goods for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller’s risk of loss and expense.

 

  1. No effect shall be given to any terms proposed in Seller’s invoice, proposal, sales note, acknowledgment or other document which add to, vary from, or conflict with this Agreement. Seller shall be deemed to have so assented and acknowledged the Purchase Order and these Terms unless Seller notifies Buyer in writing within three (3) days of Seller’s receipt of the Purchase Order that it rejects the terms of the Purchase Order and these Terms.

 

  1. If Seller delivers more  or less than the quantity of goods ordered, Buyer may reject all or any excess goods. Any such rejected goods shall be returned to Seller at Seller’s sole risk and expense. If Buyer does not reject the goods and instead accepts the delivery of goods at the increased or reduced quantity, the price for the goods shall be adjusted on a pro-rata basis.

 

  1. Shipping Terms. Delivery shall be made at an agreed Delivery Point  in accordance with the Incoterms 2020 on the face of this Agreement. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, invoices, correspondence and any other documents pertaining to the Purchase Order.

 

  1. Title and Risk of Loss Title and risk of loss passes to Buyer upon delivery of the goods at the Delivery Point.

 

  1. Inspection and Rejection of Nonconforming Goods. Buyer has the right to inspect the goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the goods, and may reject all or any portion of the goods if it determines the goods are nonconforming or defective. If Buyer rejects any portion of the goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind this Agreement in its entirety; (b) accept the goods at a reasonably reduced price; or (c) reject the goods and require replacement of the rejected goods. If Buyer requires replacement of the goods, Seller shall, at its expense within 5 days replace the nonconforming or defective goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement goods. If Seller fails to timely deliver replacement goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Agreement for cause. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Agreement, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.

 

  1. Data Privacy. For purposes of protecting personal information that is regulated under governing laws, Seller, to the extent required by law, will:
  • Data Storage by Seller. Seller shall store personal data in accordance with applicable laws and regulations.
  • Use of Personal data by Seller. Seller shall use personal data only to the extent necessary to complete the product transaction(s) and only in accordance with applicable laws.

Buyer has informed the Seller about the Buyer’s “Data Privacy Policy” and Seller agrees to comply with said Data Privacy Policy.  Upon Seller’s request, Buyer will provide Seller 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 Seller upon written request.

 

  1. 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 this Agreement, 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.

 

  1. Compliance with Applicable Laws and Regulations. All parties who are to be subject to this Agreement shall comply with all laws and regulations that apply to such party. The Seller will comply with Good Distribution Practices at all times, while products are in storage and in transport.  While products are under Seller’s care, Seller shall endeavor to safeguard said products that may adversely affect the safety and efficacy of the products. Further, Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Seller shall comply with all export and import laws of all countries involved in the sale of the goods under this Agreement or any resale of the goods by Seller. Seller shall provide all required documentation needed by Buyer for shipments of goods requiring any government import .

 

  1. Adverse Events. 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.

 

  1. Warranties Seller warrants to Buyer that all goods sold under this Agreement will:
  2. be free from any defects in workmanship, material and design;
  3. conform to applicable specifications and other requirements specified by Buyer;
  4. be fit for their intended purpose and operate as intended;
  5. be merchantable;
  6. be free and clear of all liens, security interests or other encumbrances;
  7. not infringe or misappropriate any third party’s patent or other intellectual property rights; and
  8. product was sourced through secured authorized channels.

 

These warranties survive any delivery, inspection, acceptance or payment of or for the goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the goods with the foregoing warranties. If Buyer gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, promptly replace or repair the defective or nonconforming goods and pay for all related expenses.

 

  1. Seller 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 Seller in its industry with financially sound and reputable insurers. Upon Buyer’s request, Seller shall provide Buyer with a certificate of insurance from Seller’s insurer evidencing the insurance coverage specified in herein. The certificate of insurance shall name Buyer as an additional insured. Seller shall provide Buyer with commercially reasonable advance written notice in the event of a cancellation or material change in Seller’s insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer’s insurers and Buyer.

 

  1. Indemnification. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with any goods purchased from Seller or Seller’s negligence, willful misconduct or breach of the Agreement, or Seller’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.

 

Further, Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer’s or Indemnitee’s use or possession of any goods purchased therefrom infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party.

 

  1. Governing Law and Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of North Carolina and the United States, as though made and to be fully performed therein without regard to conflicts of laws principles thereof. 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.

 

  1. No Waiver. Failure to enforce a right does not waive it.

 

  1. Notices must be in writing and sent by overnight courier service with delivery confirmation to other party’s address set forth herein unless changed by written notice to the other party. Each will promptly notify the other party of changes in name or business form, or otherwise materially modify operations.  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.

 

  1. This Agreement is 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 this Agreement, including by merger, change in control, asset sale, operation of law or otherwise, with Buyer’s prior written consent (such consent shall not be unreasonably withheld or delayed).  You consent to the Buyer assigning part or all of its obligations to any affiliate and to assigning or granting a security interest in this Agreement in connection with any financing or securitization by the Buyer or any affiliate.

 

  1. Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.

 

  1. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

  1. The term “including” means “including, without limitation,”. This Agreement does not create or confer any rights in or to any third party.

 

  1. No verbal agreements amending the above terms a valid unless they are duly confirmed in writing by both parties. This Agreement has been generated electronically and is valid without signature and upon receipt.

About Tanner Pharma Group

For over 16 years, Tanner Pharma Group has partnered with biopharmaceutical companies to provide turn-key commercialization solutions to increase patient access to medicines around the world. By partnering with Tanner Pharma, biotech and pharma companies are able to focus on their primary markets while ensuring that patients in international markets of need are receiving their products through a strictly controlled channel.

Tanner Pharma believes that access to medicines should have no borders and measures its value as a company based on the lives it helps to improve. With an unparalleled blend of local market knowledge, international supply chain expertise across more than 130 countries, and high regulatory compliance and quality standards, it provides tailored solutions to biopharmaceutical companies outside their core markets of focus.

Headquartered in the U.S., Tanner’s reach includes Europe, Northeast Asia, Southeast Asia, the Middle East, Australia, Canada and Latin America, including Brazil, Mexico, the Caribbean, Central America and all of South America.

For more information about Tanner Pharma Group, please visit www.tannerpharma.com.

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