MEDOLAC TERMS & CONDITIONS
PERMISSABLE USE
Products sold are for use in the fifty (50) United States and the District of Columbia (U.S.) and may not be resold outside of the U.S without prior written authorization from Medolac Laboratories, "Medolac". In the event that Customer becomes aware of any products that are resold outside of the U.S., the customer will notify Medolac of that situation and will cooperate with Medolac in any investigations of product being sold outside of the U.S. Involvement and/or awareness of unauthorized products being resold outside the U.S. could result in suspended shipments.
CUSTOMER RESPONSIBILITY FOR RECORDS RETENTION
Records shall be maintained by Customer on each recipient according to NY State Law, including, but not limited to: (1) the infant’s or child’s age, birth weight and/or weight history, and diagnosis indicating the medical need for human milk; (2) the dates the milk banking service began and terminated; (3) identification by donor identification number of the source of all milk given to the recipient; (4) documentation that the risks of consumption by an infant or child of donated milk have been disclosed to the person(s) legally responsible for such infant or child; (5) recipient health status at the time of discontinuation of milk banking service and reason for such discontinuation. (d) Donor and recipient records shall be maintained for at least three years after a recipient’s age of majority (18 years) or for at least six years after a recipient’s death.
MODIFICATION OF TERMS
No modification of these terms of sale shall be binding on Medolac, unless specifically accepted in writing and signed on behalf of Medolac by an authorized representative of Medolac.
PRICE REDUCTION PROTECTION
Medolac does not offer price protection.
AUTO-SHIP AND QUANITY DISCOUNT PRICING
Medolac reserves the right to verify all prices at the time of order placement. For multiple orders placed under one customer purchase order number (except for Auto-Ship), each order will be priced separately and cannot be combined for quantity pricing. Each individual order must meet minimum order quantities.
The Auto-Ship program is subject to the following provisions:
FEES
Any terms or conditions, including but not limited to fines, fees, taxes, assessments, etc, whether presented by purchaser or third party, which differ from those stated herein, shall have no application to purchases made under these terms and conditions unless expressly agreed upon by Medolac in writing.
TAXES
Any excise or other tax applicable to orders will be added to the invoice. A valid tax exempt form should be submitted to Medolac at the time of invoice if specifically required for tax exempt purposes.
SHIPMENT
Customers will be responsible for paying freight charges. Medolac products will be shipped ground unless other arrangements have been made and reserves the right to select the mode and the carrier, and the right to determine the shipping point. Medolac reserves the right to charge a "Premium Freight and Handling Fee" on Customer requested emergency orders. Title of the Products shall transfer to Customer upon delivery of the Products. Although Medolac will make every effort to ensure prompt processing and delivery of orders, Medolac shall not be responsible for any costs or expenses incurred by Customer that result from a delay or non-delivery of orders beyond Medolac’s control.
BACKORDER POLICY
Total purchase order quantity will determine quantity pricing applied to both initial orders and back orders. All back orders will be shipped, unless Customer has notified Medolac Customer Service in writing that they do not accept back orders.
STOCK ROTATION
Customer agrees to rotate Products on a "first in, first out" basis. Customer agrees that it shall NOT SELL OR CAUSE PRODUCTS THAT ARE BEYOND THE PRODUCT’S EXPIRATION DATE TO BE USED. Wholesale Customers agree to advise their Customers of this stock rotation policy. If the Wholesale Customer fails to advise its Customer of this Medolac rotation policy, it will hold harmless and indemnify Medolac against any and all costs incurred by reason of such a failure.
PASTDUE BALANCES
Past due balances are subject to a service charge of 1½% per month (or the highest amount allowed by law, if lower). All payments shall be applied first to any service charge and then to the oldest unpaid invoice. In the event of a delinquency, Medolac may declare all unpaid balances due. Any excise or applicable tax will be added to the invoice. The Customer may be held responsible for legal fees or other costs incurred in the collection of past-due balances.
FDA GUARANTEE
Medolac guarantees that no article delivered hereunder is adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended, or within the meaning of any applicable state or municipal law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Federal Food, Drug and Cosmetic Act, as said Act and such laws are constituted and effective at the time of such shipment or delivery, or is an article which may not, under the provisions of Sections 404 or 505 of said Act, be introduced into interstate commerce.
PRODUCT LIABILITY INSURANCE
Medolac carries product liability insurance on all products. This coverage extends to certain customer activities. Certificates of insurance may be obtained from your Medolac Customer Service Representative.
LIMITATION OF LIABILITY
Subject to possible insurance coverage as described under "PRODUCT LIABILITY INSURANCE" above, the Customer's sole remedy with respect to a Medolac breach of the terms and conditions set forth herein shall be, at Medolac's option, the repair or replacement of the affected Products or the refund of the purchase price paid by the Customer for the affected Products. IN NO EVENT SHALL MEDOLAC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR LOSSES OF ANY NATURE OR LOST REVENUE, LOST PROFITS OR LOST BUSINESS RELATING TO THE PRODUCTS OR THE USE OF PRODUCTS OR MEDOLAC FAILURE TO DELIVER THE PRODUCTS.
"OWN USE"
Customer shall purchase Products solely for its “own use” with regard to its facilities in the fifty (50) United States. “Own use” shall mean such uses that are part of and promote the intended institutional operation of providing care to persons who are its patients in its facilities.
DISCOUNT DISCLOSURE
Any discount or other form of price reduction received by Customer in the purchase of Products is a discount or price reduction within the meaning of 42 U.S.C. Section 1320a-7b (b)(3)(A) of the Social Security Act. Customer may have an obligation to report or pass on such discount or price reduction to any state or federal program which provides cost or charge based reimbursement to Customer for the items to which the discount or price reduction applies. Further, Customer shall retain invoices and other price documentation and make them available to federal or state officials upon request.
FORCE MAJEURE
Medolac will not be liable for any failure to perform any contract or supply any materials due to strikes, fires, terrorist attacks, explosions, floods, war, riots, lockouts, injunctions, interruptions of transportation, unavoidable accidents, inability to obtain supplies at reasonable prices, failure of public utilities or other causes beyond its control.
CLAIMS
Customer agrees that all claims for shortage or damage at time of delivery relating to Customer’s purchases of Products shall be submitted and handled in the following manner:
1. Claims for Shortage or Damage at Time of Delivery
PERMISSABLE USE
Products sold are for use in the fifty (50) United States and the District of Columbia (U.S.) and may not be resold outside of the U.S without prior written authorization from Medolac Laboratories, "Medolac". In the event that Customer becomes aware of any products that are resold outside of the U.S., the customer will notify Medolac of that situation and will cooperate with Medolac in any investigations of product being sold outside of the U.S. Involvement and/or awareness of unauthorized products being resold outside the U.S. could result in suspended shipments.
CUSTOMER RESPONSIBILITY FOR RECORDS RETENTION
Records shall be maintained by Customer on each recipient according to NY State Law, including, but not limited to: (1) the infant’s or child’s age, birth weight and/or weight history, and diagnosis indicating the medical need for human milk; (2) the dates the milk banking service began and terminated; (3) identification by donor identification number of the source of all milk given to the recipient; (4) documentation that the risks of consumption by an infant or child of donated milk have been disclosed to the person(s) legally responsible for such infant or child; (5) recipient health status at the time of discontinuation of milk banking service and reason for such discontinuation. (d) Donor and recipient records shall be maintained for at least three years after a recipient’s age of majority (18 years) or for at least six years after a recipient’s death.
MODIFICATION OF TERMS
No modification of these terms of sale shall be binding on Medolac, unless specifically accepted in writing and signed on behalf of Medolac by an authorized representative of Medolac.
PRICE REDUCTION PROTECTION
Medolac does not offer price protection.
AUTO-SHIP AND QUANITY DISCOUNT PRICING
Medolac reserves the right to verify all prices at the time of order placement. For multiple orders placed under one customer purchase order number (except for Auto-Ship), each order will be priced separately and cannot be combined for quantity pricing. Each individual order must meet minimum order quantities.
The Auto-Ship program is subject to the following provisions:
- Medolac reserves the right to accept or refuse Auto-Ship orders at its discretion. Auto-Ship accounts are personal, and customers may not assign or transfer an Auto-Ship accounts or any of the benefits associated with Auto Ship to any third party.
- If any problems arise with the shipping address or payment method associated with your Auto-Ship accounts, we will notify you via e-mail using the address associated with your account asking that you resolve the problem to reactivate your subscription. Your subscription will be placed on hold and no additional orders will be processed or shipped until the problem has been resolved.
- If any Auto-Ship item is not available on the day it is scheduled to be shipped, we will notify you of the delay and will attempt to fulfill the order each day for a two-week period. If the item does not become available during that two-week period, we will notify you that the order has been canceled and we will attempt to send the next shipment on schedule.
- If any Auto-Ship item is no longer available, we will notify you and automatically suspend your subscription for that item. No additional orders associated with that subscription will be placed.
- If we are not able to send any item of your order because of a problem with your account, including failed or denied credit cards or past due purchase orders, we will notify you via e-mail using the e-mail address associated with your subscription. In such case, your Auto-Ship subscription will be automatically suspended and no additional Auto-Ship orders will be processed or shipped until the problem has been corrected.
- The total cost charged to your account for each Auto-Ship order will be the cost of the item on the day the order is processed less the Auto-Ship discount, plus any shipping costs and applicable sales tax.
- Your subscription and any related Auto-Ship discount(s) will remain in effect until you cancel your subscription by email or call Customer Service at 866-599-7740. If you want to cancel, you will need to do so 10 days prior to your next Auto-Ship processing date. If you cancel after 10 days prior to your Auto-Ship processing date you will be billed and responsible for product shipped. Your cancellation will then go into effect and you will no longer be charged for Auto-Ship products.
- Cancelled Auto-Ship accounts will be charged single ship rates and do not qualify for Auto-Ship discounts. Cancelled Auto-Ship accounts are again eligible for Auto-Ship rates, at those rates and conditions in force at the beginning of the next calendar year.
FEES
Any terms or conditions, including but not limited to fines, fees, taxes, assessments, etc, whether presented by purchaser or third party, which differ from those stated herein, shall have no application to purchases made under these terms and conditions unless expressly agreed upon by Medolac in writing.
TAXES
Any excise or other tax applicable to orders will be added to the invoice. A valid tax exempt form should be submitted to Medolac at the time of invoice if specifically required for tax exempt purposes.
SHIPMENT
Customers will be responsible for paying freight charges. Medolac products will be shipped ground unless other arrangements have been made and reserves the right to select the mode and the carrier, and the right to determine the shipping point. Medolac reserves the right to charge a "Premium Freight and Handling Fee" on Customer requested emergency orders. Title of the Products shall transfer to Customer upon delivery of the Products. Although Medolac will make every effort to ensure prompt processing and delivery of orders, Medolac shall not be responsible for any costs or expenses incurred by Customer that result from a delay or non-delivery of orders beyond Medolac’s control.
BACKORDER POLICY
Total purchase order quantity will determine quantity pricing applied to both initial orders and back orders. All back orders will be shipped, unless Customer has notified Medolac Customer Service in writing that they do not accept back orders.
STOCK ROTATION
Customer agrees to rotate Products on a "first in, first out" basis. Customer agrees that it shall NOT SELL OR CAUSE PRODUCTS THAT ARE BEYOND THE PRODUCT’S EXPIRATION DATE TO BE USED. Wholesale Customers agree to advise their Customers of this stock rotation policy. If the Wholesale Customer fails to advise its Customer of this Medolac rotation policy, it will hold harmless and indemnify Medolac against any and all costs incurred by reason of such a failure.
PASTDUE BALANCES
Past due balances are subject to a service charge of 1½% per month (or the highest amount allowed by law, if lower). All payments shall be applied first to any service charge and then to the oldest unpaid invoice. In the event of a delinquency, Medolac may declare all unpaid balances due. Any excise or applicable tax will be added to the invoice. The Customer may be held responsible for legal fees or other costs incurred in the collection of past-due balances.
FDA GUARANTEE
Medolac guarantees that no article delivered hereunder is adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended, or within the meaning of any applicable state or municipal law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Federal Food, Drug and Cosmetic Act, as said Act and such laws are constituted and effective at the time of such shipment or delivery, or is an article which may not, under the provisions of Sections 404 or 505 of said Act, be introduced into interstate commerce.
PRODUCT LIABILITY INSURANCE
Medolac carries product liability insurance on all products. This coverage extends to certain customer activities. Certificates of insurance may be obtained from your Medolac Customer Service Representative.
LIMITATION OF LIABILITY
Subject to possible insurance coverage as described under "PRODUCT LIABILITY INSURANCE" above, the Customer's sole remedy with respect to a Medolac breach of the terms and conditions set forth herein shall be, at Medolac's option, the repair or replacement of the affected Products or the refund of the purchase price paid by the Customer for the affected Products. IN NO EVENT SHALL MEDOLAC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR LOSSES OF ANY NATURE OR LOST REVENUE, LOST PROFITS OR LOST BUSINESS RELATING TO THE PRODUCTS OR THE USE OF PRODUCTS OR MEDOLAC FAILURE TO DELIVER THE PRODUCTS.
"OWN USE"
Customer shall purchase Products solely for its “own use” with regard to its facilities in the fifty (50) United States. “Own use” shall mean such uses that are part of and promote the intended institutional operation of providing care to persons who are its patients in its facilities.
DISCOUNT DISCLOSURE
Any discount or other form of price reduction received by Customer in the purchase of Products is a discount or price reduction within the meaning of 42 U.S.C. Section 1320a-7b (b)(3)(A) of the Social Security Act. Customer may have an obligation to report or pass on such discount or price reduction to any state or federal program which provides cost or charge based reimbursement to Customer for the items to which the discount or price reduction applies. Further, Customer shall retain invoices and other price documentation and make them available to federal or state officials upon request.
FORCE MAJEURE
Medolac will not be liable for any failure to perform any contract or supply any materials due to strikes, fires, terrorist attacks, explosions, floods, war, riots, lockouts, injunctions, interruptions of transportation, unavoidable accidents, inability to obtain supplies at reasonable prices, failure of public utilities or other causes beyond its control.
CLAIMS
Customer agrees that all claims for shortage or damage at time of delivery relating to Customer’s purchases of Products shall be submitted and handled in the following manner:
1. Claims for Shortage or Damage at Time of Delivery
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a.) Medolac will arrange for Products to be delivered to Customer. Customer should visually inspect Products at the time of delivery for obvious defects and refuse acceptance of such delivery. Customer should sign POD/BOL (Proof of Delivery/Bill of Lading) providing item and quantity of shortage and/or damage with carrier signature at time of delivery. If completed, no further notification or action is required. In the event that this action does not take place, Customer must notify Medolac within three (3) business days by either method listed below. Failure to comply will result in denial of Customer’s request.
b.) Customer should contact assigned Medolac Customer Service Representative by email or phone, providing item and quantity of shortage and/or damage. c.) Customer must raise within 1 year from date of invoice all claims and disputes regarding payments, pricing and/or credits (except that all claims for shortage and/or damage shall be within three (3) business days as specified above). Post-audit deductions and claims will not be researched or paid if they are more than two (2) years from the date of invoice. d.) The failure of Medolac to enforce at any time, for any period, any provision hereof shall not be construed to be a waiver of such provision or of the right of Medolac thereafter to enforce each such provision. |
RETURNS
Medolac Laboratories (“Medolac”) has established this Policy in order to provide a consistent way to handle product returns and claims for credit by hospital/institutional Customers. This Policy applies to products sold by Medolac and any designated Medolac affiliate intended for use in an institutional setting (“Products”). This Policy sets forth the sole and exclusive terms and conditions governing the return of Products to Medolac.
1. Unsalable Products Not Eligible for Return or Credit –The following Products are not eligible for return or credit:
Medolac Laboratories (“Medolac”) has established this Policy in order to provide a consistent way to handle product returns and claims for credit by hospital/institutional Customers. This Policy applies to products sold by Medolac and any designated Medolac affiliate intended for use in an institutional setting (“Products”). This Policy sets forth the sole and exclusive terms and conditions governing the return of Products to Medolac.
1. Unsalable Products Not Eligible for Return or Credit –The following Products are not eligible for return or credit:
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a.) Sell-off products or products sold on a no-return basis;
b.) Partial, open or unsealed cases or product without intact original labels (excluding hidden damage that could not reasonably be discovered at time of delivery); or c.) Products that are in unsalable condition (damaged or out-of-date) through improper handling, stock rotation or other reasons that are no fault of Medolac. |
2. Saleable Products Eligible for Credit – Customer may return Products for credit, less a 20% restocking fee, in accordance with this Policy. To be eligible for credit, the following criteria must be met:
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a.) The Products are not excluded in item 1 above;
b.) Products must not be expired at time of receipt by Medolac; c.) Customer must verify that Product was purchased directly from Medolac, that can be accomplished by providing reference to the original Medolac PO number, invoice number, or order number; and d.) Customer must comply with the process requirements in item 5 below. |
3. Damaged Products Eligible for Credit – Medolac will provide 100% credit of purchase price for transportation damage, only to the extent such damage was hidden within cases and could not be discovered by visual inspection. To be eligible for credit the following criteria must be met:
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a.) Product must not have reached expiration date by time of receipt by Medolac
b.) Customer must provide reference to the original Medolac PO number, invoice number, or order number; and c.) Customer must comply with the process requirements in item 5 below. |
4. Special Situations. Medolac may from time-to-time implement special returns programs for product introductions or discontinuations, recalls and other force-majeure situations. Medolac will communicate such programs to Customers in a manner as Medolac deems appropriate.
5. Process for Returning Product that is Eligible for Return:
5. Process for Returning Product that is Eligible for Return:
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a.) Only Products meeting the criteria in items 2, 3 and 4 above are eligible for return to Medolac.
b.) Customer must obtain prior authorization for any return or credit by calling Medolac Customer Service and providing all of the following information |
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I. Purchaser order number, invoice number, or order number; and
II. Product code, description, quantity, unit of measure, billing period, |
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c.) Once Customer has provided the required information to Medolac, then Medolac will provide Customer a Return Authorization (RA) number. The RA number must be referenced on all further correspondence related to the matter and be included on Products that are returned.
d.) Product returns may only be returned through an authorized Medolac shipping point. Medolac will not accept returns via any other means. e.) Credit will be issued at the Customer’s contract price at the date of invoice, less any discounts given, according to Medolac’s records. f.) Customer will be given account credit, less a 20% restocking fee, for returns of Products. This credit may be applied towards future purchases. At Medolac’s discretion and per Customer written request, a refund check may be issued. g.) Medolac reserves the right to destroy all Products returned to it, whether or not such Products are eligible for credit hereunder. h.) Medolac reserves the right to issue authority to Customer to destroy rather than physically return product. If Medolac exercises this right, the Customer must provide proof of destruction of the Product in order to receive credit. |
Disposition of Products:
UNDER NO CIRCUMSTANCES SHOULD CUSTOMERS OR THEIR INSURERS OR REPRESENTATIVES MAKE SALVAGE SALES OR DONATIONS OF UNSALEABLE PRODUCTS. Medolac will not defend, indemnify or otherwise protect Customer, its insurers or agents against any claim, damage or expense resulting from Customer’s violation of the foregoing provision.
No Waiver:
The failure of Medolac to enforce at any time, for any period, any provision hereof will not be construed to be a waiver of such provision or of the right of Medolac thereafter to enforce each such provision.
For questions related to this Policy, please speak to your Medolac Representative.
SM-05
Rev01 10/27/2014
UNDER NO CIRCUMSTANCES SHOULD CUSTOMERS OR THEIR INSURERS OR REPRESENTATIVES MAKE SALVAGE SALES OR DONATIONS OF UNSALEABLE PRODUCTS. Medolac will not defend, indemnify or otherwise protect Customer, its insurers or agents against any claim, damage or expense resulting from Customer’s violation of the foregoing provision.
No Waiver:
The failure of Medolac to enforce at any time, for any period, any provision hereof will not be construed to be a waiver of such provision or of the right of Medolac thereafter to enforce each such provision.
For questions related to this Policy, please speak to your Medolac Representative.
SM-05
Rev01 10/27/2014
