Nordic Pharma, Inc.

These Terms and Conditions of sale (“Terms”) shall govern all direct purchases of LACRIFILL^® Canalicular Gel (“Product”) sold by Nordic Pharma, Inc. (“Nordic Pharma” also referred to as “us”, “we”, or “our” as the context may require). These Terms shall have precedent over any conflicting or inconsistent terms contained in any quotation, purchase order, acknowledgement, invoice or other document issued by anyone other than Nordic Pharma and may not be altered or amended by any other documents. Nordic Pharma reserves the right to amend these Terms at any time without prior written notice at any time, in our sole discretion. You agree Acceptance of LACRIFILL^® by purchaser signifies purchaser’s acceptance of and agreement to be bound by these Terms.

1. Standard Pricing

Nordic Pharma reserves the right to increase or otherwise change the LACRIFILL^® price at any time without further notice. Price excludes applicable taxes.

2. Payment Terms

All sales are due 30 days from the invoice date. Past due balances may accrue interest at the maximum interest rate allowed by law.

If Nordic Pharma shall at any time reasonably doubt purchaser’s financial viability, Nordic Pharma may decline to make shipments hereunder except upon receipt of payment in advance or security or other proof of responsibility satisfactory to Nordic Pharma.

3. Order Acceptance and Cancelation

You agree that your order is an offer to buy, under these Terms, all products in your order. All LACRIFILL^® orders are subject to acceptance and approval by Nordic Pharma. Nordic Pharma reserves the right at any time after receipt of purchaser’s order to accept or decline the order for any reason or no reason. Nordic Pharma reserves the right at any time after receipt of purchaser’s order, without prior notice, to not supply or to supply less than the quantity ordered. Partially filling an order does not obligate Nordic Pharma to fill the remainder of the order.

4. Title and Risk of Loss

Title to and risk of loss for all merchandise passes to purchaser upon delivery to the purchaser. Orders ship F.O.B Destination.

5. Freight and Handling

Unless mutually agreed to by Nordic Pharma and Purchaser, Nordic Pharma will determine the time, route, and carrier of all shipments. Orders will generally ship via UPS 2nd Day Air to purchaser’s location. Nordic Pharma will pay for these transportation costs except those costs that result from special routing requested by purchaser or that require special means (expedited shipping), which purchaser shall pay. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

Every effort will be made to ship orders in single lots. Nordic Pharma, however, reserves the right to ship in single lots or installments.

6. Inspection and Proof of Delivery

All deliveries should be inspected for damage and total piece count before carrier departs. Purchaser should note discrepancies and/or damages on the carrier’s delivery receipt. Failure to do so may result in denial of credit. Please call Nordic Pharma Customer Service at 1-844-267-4641 to report shipment errors or damages within three (3) business days of shipment receipt for additional information.

Nordic Pharma will assist in providing Proof of Delivery for requests made within forty-five (45) days from the invoice date.

7. All LACRIFILL^® Sales are Final.

If you received a LACRIFILL^® shipment in error or believe the product is damaged or defective, please call Nordic Pharma Customer Service at 1-844-267-4641 within five (5) business days for additional information and further instruction on how to return Product.

8. Product Compliance

Nordic Pharma hereby warrants that all products sold by Nordic Pharma have been manufactured and packaged in accordance with all applicable laws and regulations.

9. Warranty

Nordic Pharma makes no representation or warranty of any kind, express or implied, as to the merchantability of any products or their fitness for any particular use or purpose. Nordic Pharma expressly disclaims and excludes all warranties, other than those stated in Section 8, whether express, implied or by operation of law or otherwise or stated in any purchase order, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. In no event shall Nordic Pharma be responsible or liable for consequential, incidental, or other indirect damages of any kind (whether arising under contract, tort, or otherwise) including but not limited to lost profits, or loss of business opportunity, or mis-shipment. In no event shall Nordic Pharma be liable for any punitive or exemplary damages.

10. Force Majeure

Nordic Pharma will not be liable for any failure to deliver or receive or any delay in delivery or receipt of product when such failure or delay shall be caused (directly or indirectly) by: fire; flood ; accident ; explosion; equipment or machinery breakdown ; sabotage ; strike, or any labor disturbance (regardless of the reasonableness of the demands of labor); civil commotions ; riots; invasions; wars (present or future) ; acts, restraints, requisitions , regulations, or directions of any governmental entity ; voluntary or mandatory compliance with any request of any governmental entity ; facility shut down; voluntary or mandatory compliance with any request for material represented to be for purposes of (directly or indirectly) producing articles for national defense or national defense facilities; shortage of labor, fuel, power, components or raw materials; inability to obtain components , raw materials or supplies ; failures of normal sources of supplies ; inability to obtain or delays of transportation facilities ; any act of God; any act of another party; acts of terror or pandemic; or any cause (whether similar or dissimilar to the foregoing) beyond the reasonable control of such party and/or such party’s normal sources of supply of any products purchased for resale affecting the production and/or delivery of product. In the event that either of the parties shall be delayed in the performance of any obligation under any provision of this Agreement for any of the reasons set forth in this section, the time for the performance of said obligations shall be extended for the period required by reason of such delay. The party claiming force majeure shall inform the other party of the beginning of and, if possible, the anticipated ending date of the above causes and the circumstances thereof in writing within fifteen (15) days after the occurrence of such causes. In any event neither Nordic Pharma nor Customer shall be liable in any way for loss or damage arising directly or indirectly through or as a consequence of any such events or happenings.

11. Severability

If any provision or clause of these Terms conflicts with the governing law or if any court of competent jurisdiction holds invalid any provision or clause of these Terms, then such provision shall be deemed modified to reflect as nearly as possible the Nordic Pharma’ intent. The remainder of the Terms shall remain in full force and effect.

12. Governing Law And Jurisdiction

All matters arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, 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 Commonwealth of Pennsylvania. Any legal suit, action or proceeding arising out of or relating to these Terms must be instituted in the federal or state courts located in Philadelphia, Pennsylvania. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding.

Customer Service:
Phone: (844) 267-4641
Email: NordicpharmaBRX@ICSconnect.com