Terms and Conditions for Doctor’s Registration
Welcome to the Pronuvia Website which is developed for doctors and health professionals who want to or do distribute our products.
Please read these Terms and Conditions carefully before using the www.pronuvia.com website. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
Products are provided by Pronuvia, Inc., located at 36-09 165 Street Flushing, NY 11358 (“COMPANY”) to you who are registered doctor or healthcare professional. (“YOU”).
Appointment of Distributorship. COMPANY appoints YOU during the term of this Agreement as COMPANY’s non-exclusive authorized distributor for the sales channels of Patients of those products provided by COMPANY (“PRODUCTS”).
Relationship of Parties. YOU shall conduct its business in the purchase and resale of the PRODUCTS as a principal for its own account, at its own expense and risk. This Agreement does not in any way create the relationship of principal and agent, or any similar relationship, between COMPANY and YOU. YOU agree not to act or represent itself directly or by implication as COMPANY’s agent and not to attempt to create any obligation, or make any representation, on COMPANY’s behalf or in its name.
Purchase, Distribution, and Sale of Products; Price
Sale and Purchase. COMPANY agrees to sell to YOU, and YOU hereby agree to purchase from COMPANY.
Prescription to Patients. YOU shall prescribe PRODUCTS to appropriate patients. COMPANY will furnish YOU with reasonable information of suggested retail price list and other information on PRODUCTS.
Purchase Orders. The sale by COMPANY to YOU of PRODUCTS shall be subject to the provisions of this Agreement and COMPANY’s standard terms and conditions of sale. Any inconsistent provision of any purchase order placed by YOU shall be null and void unless expressly accepted by COMPANY in writing.
YOU shall order PRODUCTS pursuant to online purchase orders through the COMPANY’s website submitted under YOUR unique ID identifying PRODUCTS ordered by part number and approved price with a desired delivery date. YOUR dispatch of purchase order(s) to COMPANY shall constitute a binding commitment from the you. Upon receipt of such purchase order(s), COMPANY shall immediately issue a confirmation thereof to YOU.
COMPANY shall use commercially reasonable efforts to deliver PRODUCTS to YOU on the date requested but shall not be liable to YOU in the event that the date is not met. If at any time COMPANY determines that it will not be able to ship PRODUCTS by the date requested by YOU, COMPANY shall immediately notify YOU in writing of such delay.
Pricing. The prices of PRODUCTS sold to YOU by COMPANY shall be determined from COMPANY’s price lists published from time to time and in effect at time of acceptance of YOUR order. YOU shall pay all license fees, sales, use, service use, occupation, personal property, and excise taxes and any other fees, assessments or taxes which may be assessed or levied by any national, state or local government and any departments and subdivisions thereof, against any of the PRODUCTS ordered by YOU and under YOUR direct or indirect control.
Payment and Delivery. Payment term shall be Cash in Advance/Prepayment. Delivery to YOU shall be Ex Works (EXW) any office or warehouse of COMPANY or such other point of origin or port of entry as COMPANY shall designate. COMPANY shall not thereafter be liable for transportation or for loss or damage in transit. In no event shall COMPANY be liable for consequential or special damages due to any cause. When YOU request to ship PRODUCTS directly to patients, COMPANY will dropship them to patients with same payment term and delivery term.
Inspection. YOU/Patients shall inspect all PRODUCTS promptly upon receipt thereof for conformance with PRODUCTS’ specifications, to the extent determinable by reasonable inspection upon delivery. Any PRODUCTS not rejected by YOU/Patients within thirty (30) days of receipt shall be deemed accepted. COMPANY shall, at YOUR election and at COMPANY’s expense, either repair, replace or refund for non-conforming PRODUCTS within thirty (30) days of COMPANY’s receipt thereof.
Commission. For each order of COMPANY’s products by YOU under this AGREEMENT, YOU shall be entitled to a commission based on the agreed commission rate. The commission rates and time periods set forth in this paragraph shall commence as of the date of the first invoice; provided, however that no commission will be due and payable to YOU until 15 days from receipt of payment from any patient for any underlying invoice. Commissions will be paid on fees for products rendered which shall not include freight, supplies, and other charges incidental to the performance of said products. When return of products or refund occurs, YOU shall return the paid commission to COMPANY.
Indemnification. YOU shall, at its expense, indemnify, defend and hold COMPANY harmless against all costs and liabilities incurred in connection with any third-party claim, action, suit, or proceeding arising out of any negligent or reckless act or omission or willful misconduct by YOU or any of its employees or agents or any improper use, negligent repair or alteration of a Product by YOU.
Product Claim. YOU shall not claim that PRODUCTS diagnose, treat, cure, or prevent any disease. No other claim shall be made other than what is appropriate and legal for dietary supplement.
Property Rights and Confidentiality
Property Rights. YOU acknowledge that COMPANY claims it owns all right, title, and interest in and to, or has all necessary rights to, PRODUCTS which are now or may hereafter be subject to this Agreement and all patents, trademarks, trade names, copyrights, and trade secrets originally made by COMPANY.
Confidentiality. YOU agree that YOU will not use in any way for YOUR own account or the account of any third party, nor disclose to any third party, any confidential information revealed to it by COMPANY. In the event of termination of this Agreement, there shall be no use or disclosure by YOU of any confidential information of COMPANY, and YOU shall not manufacture or have manufactured any devices, components or assemblies utilizing any of COMPANY’s confidential information.
For Failure to Perform. If YOU do not develop the sales and service of products to the satisfaction of COMPANY, does not exert its best efforts in COMPANY’s sole opinion, or does not conduct its business in accordance with any requirements set forth herein to be performed by YOU, COMPANY may terminate this Agreement by giving YOU not less than thirty (30) days’ prior notice of termination.
Additional Reasons for Termination. COMPANY may terminate this Agreement immediately by delivering to YOU or his representative written notice of such termination in the event of the happening of any of the following: (i) Any attempted transfer or assignment of this Agreement or any right or obligation hereunder or any sale, transfer, relinquishment, voluntary or involuntary, by operation of law or otherwise, of any interest in the direct or indirect ownership, control or active management of YOU without prior written approval of COMPANY; (ii) Any dispute, disagreement, or controversy between or among principals, partners, managers, officers or stockholders of YOU which, in the opinion of COMPANY, may adversely affect the ownership, operation, management, business or interest of YOU or COMPANY; (iii) The execution by YOU of an assignment for the benefit of creditors; the conviction of YOU or any principal officer or manager of YOU of any crimes which in the opinion of COMPANY may adversely affect the ownership, operation, management, business or interest of YOU or COMPANY; (iv) Failure of YOU to pay when due any indebtedness owing by YOU to COMPANY, unless expressly waived in writing by COMPANY.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org.