PURCHASE TERMS AND CONDITIONS.
Last Modified April 23, 2023
1. Applicability. These Purchase Terms and Conditions (these “Terms”) are the only terms which govern the sale of goods, including, without limitation, solutions, packaging and related educational materials for the pharmaceutical and consumer goods industries (collectively, “Goods”), by Parcel Health, Inc. (“Parcel Health,” “we,” “our,” or “us”) to you (“Buyer,” “you,” or “your”), whether you purchase Goods via https://www.parcelhealth.co/ (including any successor URL(s), the “Site”) or pursuant to an order form that expressly references these Terms and that is executed by an authorized representative of each of us and you (each, an “Order Form”). By purchasing Goods, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms. In the event of any conflict or inconsistency between the terms of these Terms and the terms specified at checkout when you purchase Goods via the Site or the terms of an Order Form, such other terms will control and supersede the terms of these Terms. These Terms, together with any terms specified at checkout when you purchase Goods via the Site and any and all Order Form(s) and Invoices (collectively, the “Agreement”), comprise the entire agreement between you and us with respect to the subject matter of the Agreement and supersede all prior and/or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to such subject matter. Fulfillment of Buyer’s order(s) does not constitute acceptance of any of Buyer’s terms and conditions, nor of any terms contained in invoices, purchase orders, or other ordering documents submitted by Buyer, all of which are hereby expressly rejected and superseded by the Agreement, and does not serve to modify or amend the Agreement. As used in these Terms, an “Invoice” means an invoice issued to you by Parcel Health. In the event of any conflict or inconsistency between the terms of an Order Form and the terms of an Invoice, the terms of the Invoice will control.
2. Delivery
2.1 Shipping. We will deliver the Goods you purchased to Buyer’s shipping point via the packaging and shipping methods of our choice, on such additional terms and conditions (such as applicable shipping and handling fees) that may be specified at checkout when you purchase Goods via the Site, or on the applicable Order Form and/or Invoice, as the case may be. Unless otherwise specified on an Order Form or Invoice, Buyer shall be responsible for all shipping and delivery fees and bears all risk of loss related to shipping of Goods once we provide Goods to the applicable carrier. Buyer may elect to obtain insurance adequate to cover such shipping and handling. We do not guarantee the services of any shipping service, and delivery dates and times are estimates only and are not guaranteed. During busy and/or unique times, such as holiday periods, periods of inclement weather, and periods of mass-venue closures, there may be additional processing and shipping delays. Parcel Health will not be liable for any shipping delays, nor for loss of or damage to the Goods in transit, and Buyer expressly releases Parcel Health from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of the foregoing.
2.2 Partial Shipments. Parcel Health may, in its sole discretion, without liability or penalty, make partial and/or installment shipments of Goods to Buyer.
2.3 Quantity. The quantity of any installment of Goods as recorded by Parcel Health on dispatch from Parcel Health’s place of business is conclusive evidence of the quantity received by Buyer on delivery, unless Buyer provides conclusive evidence proving the contrary. Subject to the foregoing, if Parcel Health delivers to Buyer a quantity of Goods of up to 3% more or less than the quantity specified at checkout when Buyer purchased Goods via the Site, or on the applicable Order Form and/or Invoice, as the case may be, Buyer will not be entitled to object to
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or reject the Goods or any portion of them by reason of the surplus or shortfall, and Buyer will be liable for the price specified at checkout when Buyer purchased the Goods via the Site, or on the applicable Order Form and/or Invoice, as the case may be (the “Price”), adjusted pro rata. Parcel Health retains the right to limit the quantity of Goods delivered, with or without prior notification.
2.4 Non-Delivery. Parcel Health will not be liable for any non-delivery of Goods (even if caused by Parcel Health’s negligence), unless Buyer gives written notice to Parcel Health of the non delivery within five (5) days of the date on which the Goods would, in the ordinary course of events, have been received. Any liability of Parcel Health for non-delivery of the Goods will be limited to providing the Goods within a reasonable time from its receipt of Buyer’s notice of non delivery or adjusting the Invoice respecting such Goods to reflect the actual quantity delivered.
2.5 Rejected and Cancelled Orders. Orders of Goods may not be accepted for delivery to certain addresses and territories based upon your location. We may contact you (using the contact information you have provided to us in connection with the order) if additional information is required to accept and process your order. Invalid order information may result in the delayed processing of your order. For orders placed on the Site, your receipt of an order confirmation generated by the Site does not constitute Parcel Health’s acceptance of your order. Parcel Health retains the right to refuse to sell any Goods to Buyer, for any reason or no reason, at its sole discretion. Without limiting the generality of the foregoing, Parcel Health reserves the right not to accept the orders of resellers, dealers, or distributors. If your order is canceled, we will attempt to notify you, using the contact information you have provided to us in connection with the order.
3. Title. Title to Goods passes to Buyer upon Buyer’s full payment of the Price thereof. 4. Nonconforming Goods
4.1 Inspection of Goods. Buyer will inspect the Goods within seven (7) days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Parcel Health in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Parcel Health. “Nonconforming Goods” means only that the product shipped is different than the product description included on the Site as of the date of such shipment (“Specifications”). For clarity, Goods shall not be considered Nonconforming Goods solely due to a different in quantity of Goods shipped as set forth in Section 2.3.
4.2 Remedies for Nonconforming Goods. If Buyer notifies Parcel Health of any Nonconforming Goods in accordance with Section 4.1, and if Parcel Health is able to confirm any such nonconformity, Parcel Health will, in its sole discretion, either (a) replace such Nonconforming Goods with conforming Goods, or (b) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. In either case, Buyer will ship, at its own risk of loss, the Nonconforming Goods to the location specified by Parcel Health. If Parcel Health exercises its option to replace Nonconforming Goods, Parcel Health will, after receiving the Nonconforming Goods from Buyer, ship to Buyer the replaced Goods in accordance with Section 2. Buyer acknowledges and agrees that the remedies set forth in this Section 4.2 are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under this Section 4.2, all sales of Goods to Buyer are made on a one-way basis, and Buyer has no right to return Goods purchased under the Agreement to Parcel Health.
5. Payment Terms
5.1 General. In consideration of the Goods purchased, Buyer will pay the Price to Parcel Health on such terms as may be specified at checkout when Buyer purchases the Goods via the Site, or on the applicable Order Form and/or Invoice, as the case may be. Buyer will make all payments for Goods in US dollars unless otherwise specified at checkout when you purchase
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the Goods via the Site, or on the applicable Order Form and/or Invoice. Your selected payment method will be billed when you place an order for Goods, provided that such payment method is accepted by Parcel Health. Parcel Health will not fulfill any order of Goods without authorization validation of your purchase from your payment method. All information provided by you or on your behalf in connection with a purchase of Goods must be accurate, complete, and current. Buyer will pay all charges incurred by users of its payment method used in connection with a purchase of Goods at the prices in effect when such charges are incurred. For orders placed via the Site, (1) if you are located in the United States, you are subject to the terms of our payment processor Stripe and you are and agree to be bound by Stripe’s Services Agreement, available at https://stripe.com/legal/ssa, and (2) if you are located in Canada, you are subject to the terms of our payment processor Intuit and you are and agree to be bound by Intuit’s Terms of Service available at https://accounts.intuit.com/terms-of-service and any other applicable terms. Notwithstanding the foregoing, Parcel Health may add or change payment processor at any time and without notification, and you will be subject to the terms of any other payment processor that we use in connection with orders placed on the Site. Buyer acknowledges and agrees that Parcel Health may obtain certain transaction information from its payment processor(s), which Parcel Health will use only for the purposes of fulfilling the applicable transaction or otherwise performing its obligations or exercising its rights under the Agreement. Buyer will not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Parcel Health, whether relating to Parcel Health’s breach, bankruptcy, or otherwise.
5.2 Taxes. All Prices are exclusive of any and all sales, use, and excise taxes, and any other similar taxes, duties, levies, and charges of any kind imposed on any amounts payable by Buyer or otherwise assessed in connection with the purchase of Goods (collectively, “Taxes”), and Buyer will be responsible for all Taxes, except for any taxes imposed on, or with respect to, Parcel Health’s net income.
5.3 Late Payments. Buyer will pay interest on all late payments at the lesser of the rate of 1.5% per month (equivalent to 19.56% per annum) and the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer will reimburse Parcel Health for all costs
incurred in collecting any late payments, including, without limitation, legal fees. In addition to all other remedies available under these Terms or at law (which Parcel Health does not waive by the exercise of any rights hereunder), Parcel Health will be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due.
6. Release and Indemnity
6.1 Release. Buyer hereby releases Parcel Health from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of a child’s use or manipulation of, or ingestion of the contents contained in, the Goods. In addition, Buyer waives any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY.”
6.2 Indemnity. Buyer will defend, indemnify, and hold harmless Parcel Health and its affiliates, licensors, and suppliers, and its and their respective employees, contractors, agents, attorneys, accountants, officers, directors, successors, and assigns, from and against any and all claims, actions, judgments, interest, awards, penalties, fines, damages, obligations, losses, liabilities, deficiencies, debts, costs, and expenses (including, but not limited to, legal fees) arising out of or resulting from: (a) bodily injury and/or death of any person, or damage to real or tangible personal property, in connection with access to or use of the Goods and/or the contents
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contained therein; (b) Buyer’s violation of any term of the Agreement; (c) any promise, representation, or warranty that is given by Buyer with respect to the Goods to any third party and that is neither contained herein nor pre-approved by Parcel Health in writing; (d) Buyer’s violation of any applicable law, rule, regulation, or ordinance; or (e) Buyer’s willful misconduct. Parcel Health reserves the right, in Parcel Health’s sole discretion and at Buyer’s expense, to assume the exclusive defense and control of any such claims, in which case, Buyer will cooperate as reasonably requested by Parcel Health in the defense of such claims.
7. Limited Warranty
7.1 Warranty. Subject to Section 2.1, Parcel Health warrants to Buyer that, for a period of one (1) year from the date of the shipment of the applicable Goods (“Warranty Period”), such Goods will materially conform to the Specifications (the “Warranty”). In the event that Parcel Health breaches the Warranty, and Buyer notifies Parcel Health of such breach in writing within the Warranty Period and within seven (7) days of the time when Buyer discovers or ought to have discovered the breach and furnishes such written evidence or other documentation as required by Parcel Health to establish such breach, Parcel Health will, in its sole discretion, either: (a) repair or replace such Goods (or the defective part thereof) or (b) credit or refund the Price of the portion of Goods that do not conform to the Warranty, provided that, in either case, if Parcel Health so requests, Buyer will, at Parcel Health’s expense, return such Goods to Parcel Health at the location specified by Parcel Health to allow Parcel Health a reasonable opportunity to examine such Goods and verify Buyer’s claim that Parcel Health has breached the Warranty with respect to such Goods. THE REMEDIES SET FORTH IN THIS SECTION 7.1 WILL BE BUYER’S SOLE AND EXCLUSIVE REMEDY, AND PARCEL HEALTH’S ENTIRE LIABILITY, FOR ANY BREACH OF THE WARRANTY.
7.2 Disclaimer. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 7.1, PARCEL HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, AS TO ANY MATTER WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARCEL HEALTH EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT, AND PARCEL HEALTH MAKES NO REPRESENTATION OR WARRANTY THAT THE GOODS COMPLY WITH PHARMACY REGULATORY REQUIREMENTS OR ARE CHILD-RESISTANT OR OTHERWISE SAFE FOR CHILDREN (SEE SECTION 9.1). IF THE GOODS CONTAIN OR CONVEY PROFESSIONAL INFORMATION (FOR EXAMPLE, MEDICAL), SUCH INFORMATION IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE. YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE FROM A PERSON WHO IS LICENSED AND/OR QUALIFIED IN THE APPLICABLE AREA, AND YOU SHOULD NOT USE ANY INFORMATION CONTAINED IN OR ON THE GOODS TO REPLACE A RELATIONSHIP WITH A PHYSICIAN OR OTHER HEALTHCARE PROVIDER.
7.3 Medical Disclaimer. USE OF THE GOODS DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND US. NO CONTENT CONTAINED IN OR ON THE GOODS SHOULD BE INTERPRETED AS A SUBSTITUTE FOR PHYSICIAN CONSULTATION, EVALUATION, OR TREATMENT, AND THE INFORMATION MADE AVAILABLE ON OR THROUGH THE GOODS SHOULD NOT BE RELIED UPON WHEN MAKING MEDICAL DECISIONS, OR TO DIAGNOSE OR TREAT A MEDICAL OR HEALTH CONDITION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARCEL HEALTH IS NOT A HEALTHCARE OR MEDICAL PROVIDER, AND THE GOODS DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, A MEDICAL SERVICE OR MEDICAL OR HEALTH CARE ADVICE. USE OF THE GOODS IS NOT FOR MEDICAL EMERGENCIES. IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT OR
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EMERGENCY CARE, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER OR CALL EMERGENCY SERVICES IMMEDIATELY. WE DO NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR DIAGNOSIS. TO THE EXTENT WE CAN DO SO UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH THE GOODS. YOU REPRESENT TO US (WHICH REPRESENTATION WILL BE DEEMED TO BE MADE EACH TIME YOU USE THE GOODS) THAT YOU ARE NOT USING THE GOODS FOR THE PURPOSE OF SEEKING MEDICAL ATTENTION.
7.3 Third-Party Products. Products manufactured by a third party (“Third-Party Products”) may constitute, contain, be contained in, be incorporated into, be attached to, or be packaged together with, the Goods. Notwithstanding anything to the contrary herein, Third-Party Products are not covered by the Warranty. For the avoidance of doubt, PARCEL HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
7.4 Exclusions. Notwithstanding anything to the contrary herein, Parcel Health will not be liable for a breach of the Warranty if: (a) Buyer makes any further use of the applicable Goods after notifying Parcel Health of such breach; (b) the breach arises because Buyer failed to follow Parcel Health’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; (c) Buyer alters or repairs (or attempts to repair) the applicable Goods without the prior written consent of Parcel Health; or (d) the breach arises due to water damage, improper storage, or any other factor outside of Parcel Health’s control.
8. Limitation of Liability
8.1 Consequential Damages. IN NO EVENT WILL PARCEL HEALTH BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, NOR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, NEGLIGENCE, OR STRICT LIABILITY), AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT PARCEL HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
8.2 Liability Cap. IN NO EVENT WILL PARCEL HEALTH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO EACH ORDER FORM OR INVOICE, WHETHER ARISING OUT OF OR RELATED TO TORT, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO PARCEL HEALTH FOR THE GOODS SOLD UNDER SUCH ORDER FORM OR INVOICE DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
9. Buyer’s Responsibilities
9.1 Regulatory Compliance and Child-Safety Disclosures. Buyer understands and acknowledges that Buyer is solely responsible for ensuring that Buyer’s use of the Goods complies with all applicable legal and regulatory requirements in the jurisdictions in which the Buyer uses or distributes the Goods, including with respect to pharmaceutical packaging and child resistant standards. Parcel Health does not make any representations or warranties about the fitness of use of the Goods for pharmaceutical grade use, packaging or compliance with child resistant or other container standard requirements applicable in the state, province or jurisdiction in which the Buyer uses or distributes the Goods. Buyer hereby agrees to inform each third party to which Buyer provides, distributes, sells, or otherwise makes available Goods
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(each, an “End User”) that, the Goods are not child resistant or otherwise safe for children and are not certified as such, and Buyer will document each such disclosure in its records. Buyer will also inform each End User of the disclaimers and other information contained in these Terms as appropriate.
9.2 Compliance with Law; Restriction on Export. Buyer will comply with all applicable laws, rules, regulations, ordinances, and industry standards and practices. Buyer will maintain in effect all the licenses, permissions, authorizations, consents, and permits required for it to carry out its obligations under the Agreement. Buyer shall comply with all export and import laws of all jurisdictions involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer will not export, directly or indirectly, any Goods purchased under the Agreement to any jurisdiction outside of the country and state or province in which the Goods are shipped by Parcel Health.
9.3 Insurance. Effective as of the date of Buyer’s placing of its first order for the purchase of Goods under the Agreement until no earlier than three (3) years after Buyer’s placing of its last order for the purchase of Goods under any Order Form or Invoice pursuant to the Agreement, Buyer will, at its own expense, maintain and carry insurance in full force and effect, which will include, but not be limited to, commercial general liability (including product liability) and professional liability, in each case with commercially reasonable limits, with financially sound and reputable insurers. Upon Parcel Health’s request, Buyer will provide Parcel Health with a certificate of insurance from Buyer’s insurer evidencing the insurance coverages specified in these Terms. Buyer will provide Parcel Health with thirty (30) days’ advance written notice in the event of a cancellation or material change in any of Buyer’s insurance policies. Except where prohibited by law, Buyer will require its insurer(s) to waive all rights of subrogation against Parcel Health’s insurers and Parcel Health.
10. Confidential Information. All non-public, confidential, and/or proprietary information and materials of Parcel Health, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, and discounts and/or rebates, disclosed, directly or indirectly, by Parcel Health to Buyer in connection with the Agreement, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” or something similar, are deemed confidential information of Parcel Health, and Buyer will not disclose or copy such information or materials unless authorized in writing to do so in advance by Parcel Health. Upon Parcel Health’s request, Buyer will promptly return all documents and other materials received from Parcel Health, and any and all copies thereof. Parcel Health will be entitled to injunctive or other equitable relief for any violation or threatened violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure by Parcel Health; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
11. Feedback. To the extent Buyer or any of its employees, contractors, and/or agents submits, orally or in writing, suggestions with respect to, or recommended changes to, the Goods, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”), Buyer hereby assigns (and agrees to assign and to cause to be assigned) to Parcel Health, on behalf of itself and such employees, contractors, and agents (as applicable), all right, title, and interest (including all intellectual property rights) in and to the Feedback; Buyer hereby waives (and agrees to waive and to cause to be waived) any moral rights in or to the Feedback. If requested by Parcel Health, Buyer will, at no cost to Parcel Health, perform (and cause to be performed) such further acts as Parcel Health may require to effect the assignment and waiver contemplated in this Section 11. Accordingly, Parcel Health is free to use, at its option and in its sole discretion, without any limitation, restriction, or obligation of attribution or compensation, any ideas, know-how,
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concepts, techniques, and/or other intellectual property rights contained in or embodied by the Feedback, for any purpose whatsoever.
12. Force Majeure. Parcel Health will not be liable or responsible to Buyer, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Parcel Health, including, without limitation, acts of God, floods, fires, earthquakes, explosions, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest, national emergency, revolution, insurrection, epidemics or pandemics, lockouts, strikes, or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdowns, or power outages.
13. Waiver. No waiver by Parcel Health of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by an authorized representative of Parcel Health. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege under the Agreement precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
14. Assignment. Buyer will not assign the Agreement, nor any of its rights under the Agreement, without the prior written consent of Parcel Health. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under the Agreement. Parcel Health may assign the Agreement, or any of its rights under the Agreement, without restriction.
15. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
16. No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing in the Agreement, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
17. Governing Law. All matters arising out of or relating to the Agreement are governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action or proceeding arising
out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware in each case located in Newcastle County, Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties agree to expressly exclude the application of the United Nations Convention on Contracts for International Sale of Goods (“CISG”) and any local law implementing the CISG.
18. Notification Procedures and Changes to These Terms. Parcel Health may provide notifications, whether such notifications are required by applicable law or are for marketing or other business related purposes, to you via email notice, or written or hard copy notice, or through posting of such notice on the Site, as determined by Parcel Health, in its sole discretion, provided that you may opt out of receiving certain email messages by clicking on the “unsubscribe” link in the email message received. Parcel Health is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Parcel Health may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change
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these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. Any purchase of Goods made by you after any such change constitutes your acceptance of the new Purchase Terms and Conditions. If you do not agree to any of the terms of these Terms or to any future Purchase Terms and Conditions, do not purchase Goods.
19. Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms (which will remain in full force and effect), nor invalidate or render unenforceable such term or provision in any other jurisdiction.
20. Publicity. Parcel Health may use and display Buyer’s name and/or logo in publications, marketing materials, and/or on the Site for marketing purposes. Accordingly, Buyer hereby grants to Parcel Health a non-exclusive, transferable, worldwide, royalty-free, and fully paid-up right and license, with the right to grant and authorize sublicenses, to use and display Buyer’s logos, trade names, trademarks, and similar identifying materials for marketing purposes.
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