B2B Website, Account & Terms of Sale

Important notice

1. Parties, acceptance, and authority

These B2B Website, Account & Terms of Sale (“Terms”) form an agreement between Pharma Americas Group LLC (“Pharma Americas”) and the legal organization on whose behalf the website, account, program-review form, quote, or order request is used (“Client”). The individual user represents that the user is at least eighteen years old, is acting in a business capacity, has authority to bind Client, and is not purchasing for personal, family, household, or patient use.

Client accepts these Terms by checking an acceptance box, creating or using an approved account, submitting a request, accepting a quote, issuing or approving a purchase order that references Pharma Americas, paying an invoice, or accepting goods or services. Electronic acceptance and records may be used to evidence the transaction to the maximum extent permitted by law.

2. Order of precedence

A mutually executed master agreement, quality agreement, or other signed agreement controls to the extent of an express conflict. Next in priority is a Pharma Americas written order confirmation or accepted quote; then these Terms; then the applicable Legal & Service Policies. Marketing copy, catalog descriptions, preliminary discussions, estimates, portal displays, order-request acknowledgments, and Client purchase-order boilerplate do not amend the agreement.

Any additional or different term proposed by Client is rejected unless an authorized Pharma Americas representative expressly accepts that specific term in a signed writing. Performance, silence, shipment, acceptance of payment, portal access, or receipt of a purchase order does not constitute acceptance of Client boilerplate.

3. Website and account license

Subject to these Terms, Pharma Americas grants Client a limited, revocable, nonexclusive, nontransferable right to use the website and approved portal solely for Client’s internal business evaluation and authorized transactions. Pharma Americas retains all rights not expressly granted.

• Client must keep credentials confidential, use only named or authorized personnel, and promptly report suspected compromise.
• Client may not scrape, crawl, reverse engineer, probe, disrupt, bypass controls, copy confidential pricing, share access, impersonate another party, introduce malicious code, or use the service for competitive intelligence or unlawful activity.
• Catalog access, pricing, availability, account status, and site functionality may be changed, suspended, or withdrawn at any time, subject to an accepted written order or non-waivable law.

4. Requests, quotes, and order acceptance

A cart, checkout submission, order number, automated acknowledgment, program-review reference, preliminary quote, or payment preference is a request for review—not acceptance, confirmation of availability, reservation of inventory, regulatory determination, promise of shipment, or binding obligation by Pharma Americas.

An order becomes binding on Pharma Americas only when Pharma Americas issues a written order confirmation, countersigned agreement, or invoice expressly identifying the accepted items, quantities, pricing, and terms, and any stated deposit or precondition is satisfied. Pharma Americas may accept, reject, limit, allocate, condition, correct, or cancel a request before acceptance for any lawful reason, including eligibility, intended use, evidence, availability, pricing error, credit, sanctions, export, jurisdiction, safety, quality, or diversion risk.

5. Pricing, taxes, payment, and credit

Unless an accepted writing states otherwise, prices are in U.S. dollars, may change before order acceptance, and exclude taxes, duties, brokerage, permits, insurance, specialized packaging, validation, testing, storage, demurrage, destination charges, bank fees, and other third-party or product-specific costs. Client is responsible for all such amounts except taxes imposed on Pharma Americas’ net income.

Payment is due as stated in the accepted order. Client may not withhold, set off, recoup, reverse, charge back, or deduct an amount without Pharma Americas’ written consent or a final non-appealable determination. Past-due undisputed amounts may accrue a service charge at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs and permitted attorneys’ fees. Pharma Americas may require advance payment, deposits, credit support, revised terms, or suspension where credit or performance risk changes.

6. Availability, changes, and allocation

Availability, lead times, source conditions, documentation, pricing, carrier capacity, and regulatory or trade conditions may change. Pharma Americas may allocate available supply among clients in its reasonable commercial discretion. No material specification substitution will be made under an accepted order without the approval required by that order, but pack-out, carrier, route, source, or scheduling changes that do not materially alter the accepted specification may be made where commercially reasonable and lawful.

7. Client representations and continuing duties

• Client is and will remain a qualified legal organization with the licenses, registrations, facilities, personnel, approvals, and professional oversight required for its activities and destination.
• All information supplied is accurate, complete, current, and not misleading; Client will promptly disclose changes that may affect eligibility, intended use, sanctions, export status, delivery, quality review, or lawful performance.
• Client will use, store, handle, label, market, transfer, sell, and dispose of goods only as lawfully authorized and in accordance with accepted documentation and product-specific restrictions.
• Client will not divert goods, remove or defeat required labeling, make unsubstantiated claims, use research-use products for human or veterinary administration, or instruct another party to do so.
• Client is responsible for determining and complying with the laws, professional requirements, taxes, permits, import/export rules, and downstream obligations applicable to Client’s role and activities.

8. Inspection, complaints, returns, and delivery

Client must inspect promptly at receipt and comply with the claim windows, evidence-preservation requirements, return-authorization rules, receiving obligations, and risk-of-loss provisions in the Returns & Cancellations, Shipping & Delivery, Complaint Handling, and Adverse-Event Escalation policies. Those policies are incorporated into these Terms. Failure to provide timely notice and preserve evidence may waive a claim to the maximum extent permitted by law, except for a non-waivable safety or reporting obligation.

9. Limited express warranty; disclaimer

Unless an accepted order states a different written warranty, Pharma Americas’ sole limited warranty is that, at the point risk of loss transfers, goods supplied by Pharma Americas will materially conform to the specification expressly identified in the accepted order and will be in the packaging condition expressly required by that order, subject to permitted tolerances, sampling, methods, and evidence. Services will be performed in a commercially reasonable manner within the agreed scope. This limited warranty does not cover improper transport after risk transfer, receipt, storage, handling, opening, alteration, relabeling, combination, misuse, unauthorized purpose, expiration, Client specification, third-party conduct, or failure to follow documentation.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE. PHARMA AMERICAS DISCLAIMS ALL OTHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL WARRANTIES AND CONDITIONS, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE BEYOND THE INTEREST TRANSFERRED, COURSE OF DEALING, USAGE OF TRADE, ACCURACY OF THIRD-PARTY INFORMATION, CONTINUOUS AVAILABILITY, REGULATORY STATUS, APPROVAL, CLEARANCE, SAVINGS, RESULTS, AND UNINTERRUPTED SUPPLY. CLIENT HAS NOT RELIED ON A STATEMENT NOT EXPRESSLY INCLUDED IN THE CONTROLLING WRITTEN AGREEMENT.

10. Exclusive remedy

For a timely, verified breach of the limited warranty, Pharma Americas’ sole obligation and Client’s exclusive remedy is, at Pharma Americas’ option, to reperform the affected service, replace the affected accepted units, issue a credit, or refund the amount actually paid to Pharma Americas for the affected accepted units or service. Pharma Americas may require return, quarantine, inspection, testing, chain-of-custody evidence, supplier review, or destruction certification before authorizing a remedy. This section does not limit a remedy that cannot lawfully be limited.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PHARMA AMERICAS AND ITS AFFILIATES, OWNERS, PERSONNEL, SUPPLIERS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, DATA, OR USE; COVER, RECALL, DOWNTIME, BUSINESS INTERRUPTION, OR THIRD-PARTY CLAIMS; OR DAMAGES ARISING FROM DELAY, CARRIER EVENTS, AUTHORITY ACTION, CLIENT MISUSE, OR AN UNAUTHORIZED PURPOSE, REGARDLESS OF THEORY AND EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGGREGATE LIABILITY ARISING FROM OR RELATING TO A CLAIM WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO PHARMA AMERICAS FOR THE SPECIFIC GOODS OR SERVICES GIVING RISE TO THE CLAIM DURING THE SIX MONTHS BEFORE THE EVENT. The exclusions and cap apply collectively, survive failure of an exclusive remedy, and do not apply only to the extent a liability cannot lawfully be excluded or limited.

12. Client indemnity

To the maximum extent permitted by law, Client will defend, indemnify, and hold harmless Pharma Americas and its affiliates, owners, personnel, suppliers, and service providers from third-party claims, demands, investigations, penalties, recalls, losses, liabilities, judgments, settlements, and reasonable costs arising from Client’s or its downstream party’s breach; inaccurate information; product selection; specification; storage; handling; labeling; marketing; statements; resale; transfer; export; import; diversion; unauthorized or unlawful use; research-use violation; failure to obtain required approval; negligence; willful misconduct; or violation of law. Pharma Americas will provide reasonable notice and may control the defense of a matter affecting its rights, reputation, or obligations. Client may not settle a claim imposing liability, admission, restriction, or nonmonetary obligation on an indemnified party without written consent.

13. Confidentiality and intellectual property

Nonpublic pricing, catalog access, credentials, supplier information, specifications, proposals, methods, documentation, and business information disclosed by Pharma Americas are confidential and may be used only for the authorized relationship. Client will protect them using at least reasonable care and disclose them only to personnel and advisors with a need to know and equivalent duties, subject to legally compelled disclosure after permitted notice.

The website, branding, content, selection, compilation, design, and materials are owned by or licensed to Pharma Americas. No trademark, copyright, database, supplier, or other proprietary right is transferred except the limited site-use right expressly granted.

14. Suspension, termination, and force majeure

Pharma Americas may suspend access, hold performance, require additional assurance, reject or cancel an unaccepted request, or terminate the relationship for breach, nonpayment, security concern, suspected diversion, sanctions or export risk, unauthorized intended use, false information, regulatory or safety concern, abusive conduct, insolvency, or other material risk. Accrued payment, confidentiality, evidence-preservation, indemnity, disclaimer, liability, dispute, and other provisions intended to survive will survive.

Pharma Americas is not liable for delay, shortage, allocation, or nonperformance caused by circumstances beyond reasonable control, including supplier failure, labor disruption, epidemic, disaster, fire, severe weather, war, terrorism, civil disorder, cyber event, carrier or port event, border delay, authority action, embargo, sanction, export restriction, shortage of materials or utilities, or failure of infrastructure. Time for performance is extended for the affected period, and Pharma Americas may allocate, use alternatives, or cancel the affected portion without consequential liability.

15. Dispute notice, arbitration, and class waiver

Before filing a claim, the complaining party must send a written notice describing the facts, agreement, amount, and requested resolution and allow thirty days for business-level resolution. Notices to Pharma Americas must be sent to orders@pharmaamericasgroup.com with “LEGAL NOTICE” in the subject and in any additional manner required by an accepted written agreement.

Except for claims eligible for small-claims court, collection of undisputed amounts, enforcement of confidentiality or intellectual-property rights, or a request for temporary or injunctive relief, any dispute arising from the website, account, relationship, order, goods, services, or policies will be resolved by confidential, binding, individual arbitration under the Federal Arbitration Act and the AAA Commercial Arbitration Rules before one arbitrator. Proceedings may be conducted remotely unless the parties or arbitrator determine otherwise. The arbitrator may award only relief available under the agreement and applicable law and must enforce the liability limitations to the lawful extent.

EACH PARTY WAIVES TRIAL BY JURY AND AGREES THAT A CLAIM MAY BE BROUGHT ONLY IN ITS INDIVIDUAL BUSINESS CAPACITY, NOT AS A CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, OR PRIVATE-ATTORNEY-GENERAL ACTION. If the class waiver is finally held unenforceable for a particular claim, that claim will proceed in a court of competent jurisdiction and not in class arbitration.

16. Governing law and forum

The Federal Arbitration Act governs the arbitration provision. The substantive law stated in the accepted order or signed agreement governs other issues. If no law is stated, the laws of the U.S. jurisdiction in which Pharma Americas’ principal office is located when the claim accrues will govern, without regard to conflict-of-law principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods. Court proceedings permitted by these Terms must be brought in a court with jurisdiction over that principal-office location, and Client consents to that forum to the maximum lawful extent.

17. General terms

Client may not assign, delegate, resell, sublicense, or transfer an account, order, claim, or agreement without Pharma Americas’ written consent. Pharma Americas may assign to an affiliate, successor, acquirer, financing party, or service provider in connection with the business or performance. No third party is a beneficiary unless expressly identified.

If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and reformed where permitted; the remainder remains effective. Failure to enforce is not a waiver. Headings are for convenience. “Including” means “including without limitation.” Notices and approvals must be in writing. These Terms and the documents incorporated by reference are the entire agreement for their subject and may be amended only as stated herein or in an authorized signed writing.

18. Changes

Pharma Americas may update these Terms prospectively by posting a revised version. The Terms in effect when an order is accepted generally govern that accepted order unless the parties agree otherwise or a change is required by law. Continued site or account use after the posted effective date constitutes acceptance for future use and requests.