Terms & Conditions of Purchase

1. Acceptance of Terms

By purchasing Products, Services and/or Education from Medisca, Customer agrees to these Terms & Conditions of Purchase (the “Terms & Conditions”), the Service Terms, Education Terms, Privacy Policy, the Terms of Use as well as the Delivery, Claims and Returns Policy (collectively, the “Terms”). Medisca reserves the right to change or amend the Terms without notice and will not be liable for any losses caused as a result of these changes.

2. Definitions

a.            “Catalog” means Medisca’s online catalog listed via the Website.

b.            “Confidential Information” means any information of Medisca and/or its affiliates and subsidiaries which is non-public, confidential or proprietary in nature, including, without limitation, intellectual property including trade secrets, formulas, technology, know-how, designs, facility designs, mixtures, chemical compounds, technical reports as well as business information including, without limitation, data pertaining to suppliers or supplier lists, pricing and price lists, method of operation, policies or procedures, or any information related to Customer’s relationship with Medisca.

c.            “Customer(s)” means customers who have an account with Medisca and includes the employees of Customer.

d.            “Customer Business Information” means any non-public and confidential information of Customer pertaining to Customer’s purchase history with Medisca including forecasted quantities and prices paid by Customer, method of operation, policies or procedures or any information provided by Customer to Medisca which has been identified by Customer as confidential.

e.            “Delivery, Claims and Returns Policy” means the policy outlining delivery and shipment, claims for defective product and Medisca’s policy for return and recall of Products.

f.            “Education” means the LP3 Network Inc. education offered for sale by Medisca, as further listed here, and as further described in the Education Terms

g.            “Force Majeure Event” means a cause or contingency beyond a Party’s reasonable control, including strikes or other labor disturbances, lockouts, riots, quarantines, communicable disease outbreaks, pandemics, epidemics (or reasonable measures affirmatively taken by Medisca, its Affiliates or suppliers, to respond to any pandemic, epidemic, or spread of infectious disease, such as requiring employees to stay home or closure of its facilities), wars, acts of terrorism, fires, floods, storms, interruptions of or delays in transportation, lack of or inability to obtain fuel, powers, materials or components, or compliance with any order or regulation.

h.            “Intellectual Property” means any and all ideas, concepts, technical information (including biological, chemical, clinical, toxicological and pharmacological material information and data), inventions, methods, techniques, study methods, validations, results, processes, formulae (including the Formulas), SOPs, Deliverables, know-how, works, software, databases, product designs, plans, drawings, brochures, website content, sales and advertising literature and other marketing materials, and any improvements thereof or applications or derivative works thereof, and all other forms of intellectual property, all whether or not registered or capable of such registration.

i.             “Intellectual Property Rights” means all Intellectual Property developed by or first conceived or reduced to practice by Medisca, its affiliates and subsidiaries, and their licensors or by any third party on Medisca’s behalf (i) prior to, or independent of the performance of services contemplated hereunder; or (ii) during the performance of the services contemplated hereunder.

j.             “Medisca” refers to Medisca Inc., and its affiliates and subsidiaries, including but not limited to Medisca Pharmaceutique Inc. and Medisca Australia Pty Ltd.

k.            “Privacy Policy” means the privacy policy outlining how Medisca handles and stores Customer’s personal information, found here.

l.             “Products” means, products offered for sale by Medisca, which may include but are not limited to, bases, electromechanical equipment, reusable and disposable devices, and chemicals in the form of active pharmaceutical ingredients, which includes narcotics and controlled substances, and excipients, which may be listed in the Catalog and are available to be purchased from Medisca either via the Website or a Medisca representative.

m.          “Service(s)” means, collectively, the Compounding Services and the Medisca Coaching Services as further described in the Service Terms.

n.            “Terms of Use” means the terms of use of the Website, found here.

o.           “Website” means the Medisca website found at https://www.medisca.com/

3. Submitting Orders

a.            To submit an order with Medisca, Customer must: (i) place an order via the Website; (ii) submit an order to a Medisca account representative via telephone, email or fax communication; (iii) notwithstanding the foregoing, as instructed by Medisca. All purchases by Customer from Medisca are subject to acceptance by Medisca, at its sole discretion. Medisca retains the right to refuse orders submitted by Customer at any time, and at Medisca’s sole discretion.

b.            Conflicting or inconsistent terms or conditions contained in any order or document submitted by Customer shall not be binding and the terms and conditions of these Terms shall prevail; provided, however, in the event Customer has entered into a definitive agreement with Medisca with respect to the purchase of Products, Services and/or Education, then, to the extent  the terms of such definitive agreement conflict with these Terms, the terms and conditions of such definitive agreement shall govern in respect to such purchased Products, Services and/or Education.

c.            Any order submitted by Customer shall not be binding on Medisca until such order is specifically accepted by Medisca in writing, for any reason at its sole discretion. In the event Medisca, in its sole discretion, does not accept any order submitted by Customer, Medisca will make commercially reasonable efforts to notify Customer of such non-acceptance as soon as reasonably practicable. Medisca shall not be obligated to provide any reason for such non-acceptance. In no event shall a failure to advise Customer of non-acceptance operate as a waiver thereof, or as an acceptance.

d.            Medisca reserves the right to modify, change or remove any Products, Services and/or Education offering, including but not limited to changes in pricing, availability and ordering quantity, from its Catalog or Website at any time, at its sole discretion, and without incurring any liability to Customer.

4. Price and Payment Terms

a.            Price Terms: The price of the Products, Services and Education shall be the price as listed on the Catalog, or as provided by a Medisca account representative. Medisca reserves the right to change the prices of the Products, Services and Education at any time without any notice and without creating any liability towards the Customer. All pricing of the Products, Services and Education are exclusive of shipping charges and sales taxes (unless otherwise stipulated), where applicable.

b.            Error or Extraordinary Changes in Price: Although Medisca takes great care to ensure that all prices and terms quoted on the Website or any communication submitted by Medisca are accurate, errors may occur. Alternatively, changes in economic conditions may be sudden or unforeseen. If Medisca discovers an error in the price provided or such pricing needs to be changed due to unforeseen or extraordinary changes in economic conditions, at any time including even after acceptance of the order by Medisca, Medisca will inform the Customer as soon as possible and will allow the Customer the option to reconfirm the order at the correct pricing or cancel the order. To the extent permitted by law, Medisca is under no obligation sell the Products, Services and/or Education to the Customer at the lower price, even if Customer has received confirmation of shipment or acceptance of such order. Medisca’s decision making in respect of the foregoing shall be at its sole judgment and discretion and not subject to challenge by the Customer.

c.            Payment Terms: Unless otherwise stipulated by Medisca, all invoices submitted by Medisca to Customer shall be payable within Net30 days from date of invoice. In the event Customer does not make payments in accordance with the specified payment terms, Medisca retains the right to charge Customer a two percent (2%) monthly finance charge until such unpaid invoice is paid in full. If Customer is consistently late in payment, Medisca may, in addition to any other remedies it has, at its discretion, (i) change the payment terms of the Customer; or (ii) cancel any then-outstanding orders with Customer and refuse any further orders submitted by Customer.

d.            Payment by Credit Card: In the event Customer opts to pay by credit card, Customer agrees and consents for Medisca to automatically charge Customer’s credit card based on the agreement upon payment terms. Furthermore, Customers acknowledges and agrees that an additional transaction fee may be imposed on the applicable payment.

5. Services

a.            The provision of Services provided to Customer hereunder shall be subject to the Service Terms, which are in addition to, and not in place of, these Terms and Conditions. In the event of a conflict between these Terms and Conditions and the Service Terms with respect to the provision of Services, the Service Terms shall prevail.

6. Education

a.            The sale of Education to Customer hereunder shall be subject to the Education Terms, which are in addition to, and not in place of, these Terms and Conditions. In the event of a conflict between these Terms and Conditions and the Education Terms with respect to the sale of Education, the Education Terms shall prevail.

7. Customer Account

a.            Customer will be issued a unique customer code upon the successful completion of the Medisca account registration process. This unique customer code will be used by Medisca to keep an accurate account of the Customer’s purchases from Medisca for verification purposes, legitimate business interests of Medisca, and in order to comply with the regulatory and legal requirements of Medisca.

b.            Customer may terminate its account with Medisca at any time.

c.            Customer’s account with Medisca is subject to compliance by Customer of the Terms. Medisca may immediately terminate or suspend Customer’s account at any time, if Medisca has reason to believe, in its sole discretion, that Customer has not complied with, or will likely not comply with, the Terms, at its sole discretion, in addition to any other remedies that may be available to Medisca.

d.            In the event of termination of Customer’s account with Medisca, for any reason, Customer shall be invoiced immediately for Products, Services and/or Education purchased prior to the effective date of termination of Customer’s account and all such invoices shall be payable by Customer immediately upon receipt of such invoices.

8. Customer Business and License Requirements

a.            By creating an account with Medisca, Customer represents and warrants to Medisca that: (i) Customer is a legal entity validly existing under the laws of its jurisdiction; (ii) Customer has the requisite corporate authority to create an account with Medisca and purchase the Products, Services, and/or Education from Medisca; and (iii) Customer has, and will maintain in good standing while Customer purchases Products, Services, and/or Education from Medisca, all permits, licenses, registrations and other forms of governmental authorizations and approvals as required by applicable law in order for Customer to purchase the Products, Services, and/or Education from Medisca; (iv) Customer’s use of any Products, Services and/or Education purchased from Medisca will comport with all applicable laws and regulations of Australia.

b.            Customers understands and acknowledges that it is the sole responsibility of the Customer to ensure that Medisca has the most up to date information of Customer in regard to its business and license compliance status. As such, Customer shall immediately notify Medisca of any expirations, renewals, cancellations, non-renewals, modifications or any other changes or modifications to Customer’s licenses, including, but not limited to, changes to Customer’s business name, address, and/or ownership. Medisca may, from time to time, request additional documentation from Customer in order to comply with Medisca’s internal policies, as well as any legal and regulatory requirements.

c.            Medisca reserves the right to verify any licenses or other information or documentation provided by Customer to Medisca at any time and for any reason.

d.            Customer agrees that it will use Products, Services and Education purchased by it from Medisca in accordance with all applicable laws, regulations, industry and professional standards and government agency guidance’s, and Customer hereby indemnifies and holds harmless Medisca and its affiliates and subsidiaries from any and all damages, actions or claims thereof by any third party which may result in whole or in part from violation of the foregoing. In addition, and not in lieu thereof, any other use of the Products, Services and Education may result in suspension or cessation of further sales, at Medisca’s sole discretion. Furthermore, Customer acknowledges that in the event Medisca becomes aware of, or has reason to believe that, Customer has not, or intends to not, comply with applicable laws, regulations, standards or guidance in relation to the Products, Services and Education, Medisca may report such to applicable enforcement, regulatory bodies or any third party, without incurring any liability to the Customer.

e.            Customer’s failure to comply with this provision may result in immediate termination of Customer’s account with Medisca, in addition to any other remedies available to Medisca.

9. CONFIDENTIALITY AND AGREEMENT OF NON-CIRCUMVENTION

Important – Please read below

a.            CUSTOMER UNDERSTANDS AND AGREES the disclosure of information to the Customer concerning its sources of Products, and Product information, constitutes trade secrets of Medisca, and that for as long as Customer is a customer of Medisca and for a period of three (3) years thereafter:

i.             CUSTOMER SHALL NOT CIRCUMVENT MEDISCA BY CONTACTING OR OTHERWISE ENGAGING DIRECTLY OR INDIRECTLY WITH A MANUFACTURER, SUPPLIER OR VENDOR DISCLOSED PURSUANT TO THE BUSINESS DISCUSSIONS OR RELATIONSHIP BETWEEN CUSTOMER AND MEDISCA, AND CUSTOMER AND WILL NOT COOPERATE, NOR ESTABLISH OR ATTEMPT TO ESTABLISH, A BUSINESS RELATIONSHIP OR OTHER AGREEMENT WITH THE MANUFACTURER, SUPPLIER OR VENDOR WITHOUT THE WRITTEN CONSENT OF MEDISCA, WITH NO EXCEPTIONS WHATSOEVER.

ii.            Customer shall not use or disclose any Confidential Information of Medisca to any third party whatsoever, unless Customer receives prior written permission from Medisca authorizing such disclosure or use. Notwithstanding the foregoing, Customer may share Confidential Information of Medisca only on a need to know basis to those of its employees, officers, directors, and professional advisors and only if such individuals have been informed of and have agreed to be bound by the terms of this provision. The Customer shall take all steps necessary to safeguard the Confidential Information from disclosure in any manner whatsoever, in whole or in part, to any third party. Furthermore, Customer agrees to ensure that its affiliates and employees, officers, directors and professional advisors to whom Confidential Information has been disclosed comply with the terms of this provision by written agreements of confidentiality and Customer agrees to be responsible for their non-compliance.

b.            In the event Customer is required to disclose Medisca’s Confidential Information by law or court or governmental order, such disclosure must be in good faith and include only the minimum information required under terms designed to maintain confidentiality to the maximum extent permitted by law. In such an event, Customer must promptly provide Medisca with written notice of such requirement, prior to disclosure, so that Medisca can seek judicial protection or other assurance that confidential treatment will be accorded to the disclosed information.

c.            At all times, Medisca shall retain ownership of its Confidential Information. Confidential Information is provided to Customer “AS IS”. Medisca makes no representations or warranties with respect to the accuracy or completeness of the Confidential Information, or to its merchantability or fitness for any purpose whatsoever, and specifically disclaims such.

d.            For as long as Customer is a customer of Medisca, Medisca agrees to maintain Customer’s Business Information disclosed by Customer to Medisca as confidential, provided, however, that Medisca may share Customer’s Business Information with  Medisca’s affiliates and subsidiaries and their respective employees, officers, directors, professional advisors, third party vendors and industry partners as further described in the Privacy Policy. Notwithstanding the foregoing, Medisca may be required or compelled to disclose Customer’s Business Information to regulatory and/or governmental agencies, insurance companies, law firms or other third parties (i) regarding the purchases and communications made by Customer from and with Medisca; or (ii) in the event Medisca becomes aware of, or has reason to believe that Customer does not or intends to not, comply with applicable laws, regulations, standards and guidance’s in relation to the Products, Services, and/or Education, such as, but not limited to, suspicious order reporting. In either case, Medisca will not be required to notify Customer before disclosing such Customer Business Information and Medisca shall not be liable to Customer for any such disclosure.

10. OWNERSHIP OF INTELLECTUAL PROPERTY

a.            Medisca shall own all right, title and interest in and to any suggestions, requests or recommendations for improvements or enhancement to the Products, that Customer may, alone or jointly with Medisca, propose or make in connection with Medisca’s provision of the Products (collectively, the “Feedback”). Customer hereby irrevocably (i) assigns all rights, titles and interests in and to the Feedback to Medisca; and (ii) waives in favor of Medisca, its successors and assigns any and all moral rights that Customer has or may have in the Feedback in each jurisdiction throughout the world, to the fullest extent that such rights may be waived in each respective jurisdiction.

b.            It is strictly forbidden for Customer to, without limitation, reverse assemble, decompile, reverse engineer, or attempt to derive proprietary information such as ideas, structure, or algorithms from the Products.

c.            Medisca has taken significant measures and invested significant resources to protect its intellectual property including, but not limited to, by registering trademarks, copyrights and patents with relevant regulatory agencies, and by maintain confidentiality restrictions and other notifications attached thereto. It is strictly forbidden to use any Medisca Intellectual Property without the prior written consent of Medisca. Medisca reserves the right to restrict any unauthorized use of Medisca Intellectual Property and take legal action resulting from such unauthorized use. For more information about Medisca’s trademarks, copyrights and patents, please click here.

11. REPRESENTATIONS AND WARRANTIES

a.            Medisca: Medisca represents and warrants to Customer that: (i) the Products, to the extent applicable, are manufactured by manufacturers that are registered with, as applicable, the Therapeutic Goods Administration and to Medisca’s knowledge, operate in accordance with Good Manufacturing Practices (cGMPs); and (ii) Medisca has the requisite certifications, registrations and/or licenses applicable to Medisca to supply the Products.

b.            Customer: Customer represents and warrants to Medisca that: (i) Customer is competent, qualified and holds appropriate credentials, permits and licenses required to purchase the Products, Services and Education from Medisca; and (ii) Customer will not use the Products, Services and/or Education in any manner that would violate applicable laws or regulations or infringe on any third party intellectual property rights.

12. INDEMNFICATION BY CUSTOMER

a.            In the event of any damage, loss or harm as a result of the Products, Services and or Education purchased by Customer or the Customer’s use thereof, Customer hereby defends, holds harmless, and indemnifies Medisca, its affiliates and subsidiaries, and their respective directors, officers, shareholders, employees, subcontractors, consultants, suppliers and licensors from and against all suits, claims, liabilities, costs, damages, judgments, and other expenses (including, but not limited to, reasonable attorneys’ fees) incurred in connection with: (i) breach of these Terms by Customer; (ii) violation by Customer of any third party intellectual property rights; or (iii) the fault or negligence by Customer.

13. DISCLAIMER AND EXCLUSION OF LIABILITY

a.            Unless otherwise specified by Medisca in writing, Medisca is not the manufacturer of the Products and is instead an intermediary between Customer and manufacturers. As such, in the event of defective Product, Customer’s recourse shall be solely to the manufacturer, and Medisca shall only be liable for the replacement of such defective Product or the reimbursement of the price paid by Customer for the returned Product, at Medisca’s sole discretion. Medisca cannot be held liable for Products which are abused, misused, or altered by the Customer, or which become defective or non-conforming through the actions or inaction of the Customer. A defective or non-conforming Product is defined only as a Product which is outside of the manufacturer’s defined specifications prior to Customer’s receipt of the Product, and shall not include Products that fail to meet the applicable specifications due to the fault or negligence of Customer, or that fail to meet any fitness of use by Customer or any unique Customer operating conditions or applications. MEDISCA SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER WITH RESPECT TO ANY PRODUCT PROVIDED HEREUNDER.

b.            Third Party Intellectual Property Rights: Medisca makes no representations or warranties with respect to infringement of non-infringement by the Products, provided by Medisca of any patent or other intellectual property of any third party. It is the responsibility of the Customer to investigate and determine any such issue. It is specifically prohibited for the Products to be used for any purpose that would infringe a valid claim of a patent or other intellectual property rights.

c.            Exclusion of Liability: IN NO EVENT SHALL MEDISCA, ITS AFFILIATES OR ITS SUBSIDIARIES, NOR ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, CONSULTANTS, VENDORS, SUPPLIERS OR LICENSORS HAVE ANY OBLIGATIONS OR LIABILITY FOR ANY EXEMPLARY, EXTRAORDINARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFITS, USE, GOODWILL OR BUSINESS INTERRUPTION OR ANY OTHER FINANCIAL LOSS, ARISING DIRECTLY OR INDIRECTLY FROM THE PRODUCT  WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF CUSTOMER HAD BEEN ADVISED OF THE POSSIBILITY THEREOF. THE TOTAL LIABILITY OF MEDISCA (INCLUDING ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, CONSULTANTS, VENDORS OR LICENSORS), IF ANY, FOR DAMAGES RELATING TO THE PRODUCTS SHALL BE LIMITED TO THE PRICE PAID FOR SUCH PRODUCT BY CUSTOMER.

14. FORCE MAJEURE EVENT

a.            If Medisca’s performance is prevented, hindered or delayed by reason of any Force Majeure Event, Medisca shall be excused from performance to the extent that it is prevented, hindered or delayed thereby during the continuance of such causes, and Medisca’s obligation hereunder shall be suspended for so long and to the extent that such causes prevent or delay its performance. In no event shall a Force Majeure Event excuse the obligation for payment due by Customer hereunder, which shall otherwise be absolute.

15. DISPUTE RESOLUTION

a.            All disputes arising out of or in connection with these Terms shall be submitted to the Australian Centre for International Commercial Arbitration and shall be finally settled under the 2021 ACICA Arbitration Rules and Expedited Arbitration Rules in New South Wales by one or more arbitrators appointed in accordance with said rules. Such resolution shall be binding on all parties. Unless otherwise prohibited by law, Customer submits and consents to the exclusive jurisdiction of New South Wales, Australia.