TERMS AND CONDITIONS OF USE OF WEB SITE
TERMS AND CONDITIONS OF SALE
Thank you for your interest in purchasing our products. We value your business and our goal is to make your purchasing experience as smooth as possible. If you have any questions about our quotation or ordering process, please contact your account manager. Unless otherwise expressly agreed in writing, your purchase of products are subject to the following terms and conditions:
1. Agreement Terms
1.1. General Terms
1.1.1. These terms and conditions (“Terms”), our quotation (if any) and Supplementary Terms, if any, comprise the agreement (“Agreement”) between you and CliniSped Distribuciones Farmacéuticas S.L.. Unless your order is subject to a valid, written, executed agreement between you and CliniSped Distribuciones Farmacéuticas S.L. or any of the CliniSped Distribuciones Farmacéuticas S.L. group companies, in which case such agreement applies, you agree to accept and be bound by the Agreement by ordering products on sales documents that reference these Terms. This Agreement is the complete and exclusive contract between us with respect to your purchase of the products.
1.1.2. Supplementary Terms. Some of our products are subject to additional software licenses, limited use label licenses or other written contract terms that you will not find here (“Supplementary Terms”). You will find any Supplementary Terms that apply to your purchase in our quotation to you in literature that accompanies the product. You can also obtain copies from your account manager.
1.1.3. Terms Conflict. If any conditions within the Agreement documents conflict with each other, we will give them the following priority: (a) the quotation; (b) any applicable Supplementary Terms; and (c) finally these Terms. We expressly reject any different terms or provisions contained in any document you provide, and if the terms and conditions in this Agreement differ from the terms of your offer, this Agreement will serve as the governing terms for our contract.
1.1.4. When Agreement takes Effect. The Agreement between us is created when you receive email confirmation that we have accepted your order.
2.1. Determining Price. We may change our prices at any time without notice. Prices we quote you are valid for 15 days, unless we state otherwise in writing. If no price has been specified or quoted to you, the price will be the product price in effect at the time we accept your order.
2.2. Taxes and Fees. Our product prices do not include any taxes, duties, levies or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. If we pay them, we will add them to your invoice. If you claim any exemption, you must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.
2.3. Freight Policy. You are responsible for standard delivery and handling charges, if applicable, and our product prices do not include such charges unless expressly stated. If we pay such charges, we will also add these to your invoice.
3. Cancellation and Changes. Once you have placed your order, you cannot cancel or change it without our written consent.
4. Payment Terms. We will issue a Proforma Invoice for the product price and all other charges for your requested order. Payment is due in full, in advance prior to processing the order; unless we have agreed otherwise in writing. Each order is a separate transaction, and you may not off-set payments, including from one order against another. You will make all payments in the currency specified in our invoice to you.
5. Delivery. If we are invoicing for shipping products to the destination you specify in your order, CPT Incoterms 2010; unless otherwise specified on our commercial documents. By agreeing to these Terms, that we may make partial shipments and invoice each shipment separately. Our shipping dates are approximate only, and we will not be liable for any loss or damages resulting from any delay in delivery or cancellations. You may not refuse delivery or otherwise be relieved of any obligations as the result of such delay. If our delivery of a product to you is delayed due to any cause within your control, we will place the delayed products in storage at your risk and expense.
6. Risk of Loss and Title. Excluding software incorporated within or forming part of a product, which we or our licensors continue to own, title to and risk of loss of the products will pass to you when we load them onto the commercial carrier at our facility.
7. Returns. We do not accept return of products except in cases of products shipped in error (example: wrong product, strength, expiry). Quality team must pre-authorize all product returns. If you do not contact us within this five day period, we will deem the product to be accepted correctly and in good condition.
8.1. Third Party Products. We do not support or make any warranties about products manufactured or supplied by third parties that you purchase through any of our sales channels. When you buy a third party product, you must look directly to the relevant third-party manufacturer for product support, warranties, and to make warranty claims.
9. Limitations and Exclusions of Liability (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ALL COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT YOU MIGHT INCUR UNDER THE AGREEMENT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR PRODUCTS OR SERVICES, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. (B) IN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR ANY PRODUCT UNIT OR SERVICE, IS LIMITED TO 100% OF THE AMOUNT YOU PAID TO US FOR THE SPECIFIC PRODUCT PURCHASED THAT GAVE RISE TO THE LIABILITY.
10. Export Restrictions. You acknowledge that each product and any related software and technology, including technical information we supply you, including those contained in product documents (collectively “Items”), is subject to U.S., EU and local government export controls.
11.1. No Assignment. You may not delegate any duties nor assign any rights or claims hereunder without our prior written consent, and any such attempted delegation or assignment will be void.
11.2. Governing Law. The Agreement and performance under it will be governed by the Spanish jurisdiction with any and all disputes which cannot be resolved by the parties to be heard in front of one arbitrary judge as per Spanish arbitrary law. Decision by the arbitrary judge will be deemed final and legal bidding upon the parties.
11.3. Uncontrollable Circumstances. We will not be responsible or liable for failing to perform our obligations under the Agreement to the extent caused by circumstances beyond our reasonable control.
11.4. Waiver; Invalidity. Our failure to exercise any rights under the Agreement is not a waiver of our rights to damages for your breach of contract and is not a waiver of any subsequent breach. If any provision or part of the Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceable will not affect the other provisions of the Agreement. No person other than you or us will have any rights under the Agreement.
11.5. Headings. Headings are for convenience only and shall not be used in the interpretation of these Terms.
11.6. Confidentiality. You agree to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions (including sequences) received from us as a result of discussions, negotiations and other communications between us in relation to our products or services.
11.7. Requirement to Reduce to Writing. No waiver, consent, modification, amendment or changes to the terms of the Agreement will be binding unless in writing and signed by both of us. Our failure to object to terms contained in any subsequent communication from you will not be a waiver or modification of our Agreement.
11.8. Severability. Any provision of the Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective only to the extent of such prohibition or unenforceable without invalidating the remaining provisions hereof.
Last updated 01 June 2020