Terms and Conditions

 

Welcome to the Stratpharma AG („Stratpharma”) website – www.stratpharma-online.com. Please read these terms and conditions carefully. By your use of this website, you agree to be bound by and comply with the terms and conditions below. These terms and conditions are subject to change without notice, from time to time in our sole discretion. We will notify you of amendments to these terms and conditions by posting them to this website. If you do not agree with these terms and conditions, please do not access this website.

 

Disclaimer of Warranty

THE WEBSITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS FOR YOUR GENERAL USE ONLY AND SHOULD NOT BE RELIED ON IN MAKING ANY SPECIFIC MEDICAL, HEALTH-RELATED, OR OTHER DECISIONS. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE DONE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITY.

 

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, STRATPHARMA DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND TO THE EXTENT THAT THEY MAY BE EXCLUDED BY LAW, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. STRATPHARMA DOES NOT WARRANT THAT THE SITE WILL OPERATE IN AN UNINTERRUPTED, SECURE, OR ERROR-FREE MANNER. STRATPHARMA ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, CURRENTNESS, USEFULNESS, OR DECENCY OF THE SITE OR ANY CONTENT ON THE SITE. STRATPHARMA MAKES NO WARRANTY REGARDING THE QUALITY, SAFETY, OR LEGALITY OF THE SITE OR ANY CONTENT ON THE SITE, AND STRATPHARMA DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

 

Limitation of Liability

IN NO EVENT SHALL STRATPHARMA OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR VENDORS BE LIABLE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR OTHER INTANGIBLES, INCOME, OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR CLAIMS OF THIRD-PARTIES, EVEN IF STRATPHARMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM LOSS RELATED TO THE USE OF OR INABILITY TO USE THE SITE OR ANY CONTENT ON THE SITE, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION. FURTHERMORE, STRATPHARMA SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SITE OR ANY CONTENT ON THE SITE, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, AND LOSS OF PROGRAMS OR ELECTRONIC DATA. IN NO EVENT WILL STRATPHARMA’S TOTAL LIABILITY TO YOU FOR DAMAGES, LOSSES AND CAUSES OF ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE SITE EXCEED CHF 100. YOU SPECIFICALLY AGREE THAT STRATPHARMA IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR UNLAWFUL, HARASSING, DEFAMATORY, ABUSIVE, THREATENING, HARMFUL, VULGAR, OBSCENE, SEXUALLY EXPLICIT, OR OTHERWISE OBJECTIONABLE CONDUCT OR SPEECH OF ANY OTHER PARTY ON OR THROUGH THE SITE, OR FOR ANY INFRINGEMENT OR VIOLATION OF YOUR RIGHTS BY ANY OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY, OR RIGHTS OF PRIVACY. IF YOU LIVE IN A JURISDICTION WHOSE LAWS PREVENT YOU FROM TAKING FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE IN ACCORDANCE WITH THESE TERMS OF USE, STRATPHARMA’S LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY THE LAW OF THAT JURISDICTION.

 

Trademarks and Copyrights

You agree that all content appearing on the website including, but not limited to, code, trademarks, service marks, trade names, graphics, images, text, audio clips, button icons, digital downloads, data compilations and computer software, are the sole property of Stratphara or its partners and suppliers, and protected by international copyright laws. The compilation of all content on this website is the exclusive property of Stratpharma and protected by international copyright laws. All software used on this site is the property of Stratpharma or its software suppliers and protected by international copyright laws. Users are granted permission to browse and use the Stratpharma website for its intended purpose, which is for your retail use only as a consumer. Any other use, including and not limited to the reproduction, duplication, modification, distribution, sale, transmission, republication, removal, deletion, addition, framing, display, or performance of the content on this website or the exploitation in any other manner of any of the content of this website, in part or in whole, is strictly prohibited. Except as expressly authorized in writing, the use or misuse of any trademarks, service marks, trade names, logos, text, images, graphics, intellectual property or content from this website is strictly prohibited.

 

Stratpharma does not grant, by implication or otherwise, any license or right to use any trademark, service mark, trade name or logo, or the content displayed on this website, without the prior written consent of Stratpharma. Stratpharma prohibits use of logos or other proprietary graphic or trademark as a link to any website unless creating such a link is approved in advance by Stratpharma in writing. Registered and unregistered proprietary information is owned and held by Stratpharma and its licensors and therefore, you may be liable for infringement or misappropriation or other legal action to the fullest extent of the law if you misuse this website in any form either mentioned or unmentioned.

 

Use Restrictions

This website is for your personal, non-commercial use only. You agree that you will not use this website for any commercial or political purpose including, but not limited to, advertising, soliciting funds, collecting product prices or selling products; to monitor, gather or copy content on this website by using any robot, „bot“, spider, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; to frame or utilize framing techniques to enclose any trademark or other proprietary information including, but not limited to, any images, text, or page layout; use any meta tags or any other „hidden text“ utilizing Stratpharma‘s name or any trademarks; to engage in any activity that interferes with a user‘s access to this website or the proper operation of this website. You may not modify, reproduce, duplicate, copy, distribute, sell, resell, publish, license, visit or otherwise exploit this website for any commercial purpose. You also agree that in using this website, you will not impersonate any person or entity.

 

Unlawful Conduct

You agree that you are prohibited from posting or transmitting to the Stratpharma website any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane material, or any other material that could give rise to any civil or criminal liability under the law, as well as anything in contravention of these terms and conditions. Stratpharma reserves the right to seek all remedies available at law and in equity for violations of these terms and conditions, including the right to block access from a particular internet address to this website.

 

Termination of Use of this Website

You agree that any unauthorized use of this website, content materials and intellectual property or any fraudulent, abusive or otherwise illegal activity shall be grounds for termination of your right to access, browse and use this website. Stratpharma reserves the right to terminate or suspend your access to this website and its content and use at any time, with or without notice at Stratpharma‘s discretion.

 

Product Descriptions

Stratpharma attempts to be as accurate as possible. However, Stratpharma does not warrant that product descriptions or other content of this website is accurate, complete, reliable, current or error free. If a product offered by Stratpharma is not as described, your sole remedy is to return it in unused condition.

 

No Medical Advice

Any health related information contained in or available through the website is provided for informational and educational purposes only and does not constitute medical advice, diagnosis, or treatment. This information is not intended to be a substitute for professional medical advice, diagnosis, or treatment or to replace discussions with your physician or other healthcare provider. Your use of the website and the content and information available on or through the website is at your own risk. If you think you may have a medical emergency, call your doctor or emergency number immediately.

 

Limited Availability and Price

In the event a product or service is listed at an incorrect price due to a typographical error or an error in pricing information received from our suppliers, Stratpharma shall have the right to refuse or cancel any orders placed for product or service listed at the incorrect price. Stratpharma shall have the right to limit the number of items purchased through this website. Stratpharma shall have the right to refuse or cancel any order whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Stratpharma shall immediately issue a credit to your credit card account in the amount of the charge.

 

Revisions

Stratpharma may, in its sole discretion, and with or without notice to you, make changes to, or discontinue, any aspect of this website including, without limitation, any content, products, services or prices offered through this website. Stratpharma shall not be liable to you or any third party should it exercise this right to modify or discontinue the website. Stratpharma also reserves the right to revise the terms and conditions of this website at any time. All revisions are posted on these terms and conditions and will be effective immediately upon its posting. By surfing, using, browsing or purchasing on this website, you are deemed notified and bound by any changes to these terms and conditions. We encourage users to review these terms and conditions each time you visit this website to remain informed of any changes to them.

 

Electronic Communications

When you visit this website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

 

Comments and Questions

You may send to Stratpharma comments, questions, suggestions or ideas relating to the webiste. If you do, you agree that such information sent to Stratpharma is not given in confidence, that Stratpharma is not obligated to keep such information secret and that Stratpharma is not obligated to respond. Stratpharma shall be free to use the information you send to Stratpharma without compensation, and in any manner, including but not limited to developing, manufacturing, and marketing products based on such information. Stratpharma may also reproduce, disclose and distribute the information in your communication to others without limitation.

 

Consent

By accessing, browsing and/or using this website, you acknowledge that you have read, understood and agree to be bound by these terms and conditions, and you agree to comply with all applicable laws and regulations. If you do not agree to these terms, then please do not use this website.

 

Indemnity

You agree to indemnify, defend and hold harmless Stratpharma, its affiliates, subsidiaries, officers, directors, employees, agents, licensors and licensees from any damages, liabilities, costs and expenses, including reasonable attorneys‘ fees, on account of any claim, suit, action, demand or proceeding made or brought against any such party, or on account of the investigation, defense or settlement thereof, arising in connection with your use of this website.

 

Enforceability and Governing Law

In the event that any of the terms or provisions of these terms and conditions shall be held by a court of competent jurisdiction to be unenforceable, then such terms or provisions shall be construed, as nearly as possible, to reflect the intentions of the parties with the other terms and provisions remaining in full force and effect.

 

Your access to and use of the website, and these terms and conditions are governed and construed in accordance with the laws of Switzerland, without regard to its conflicts of law provisions. Any action against Stratpharma arising from or relating to your access to and use of the website and the provisions of these terms and conditions must be brought by you exclusively in the competent court in Basel-Stadt, Switzerland. You consent to the exclusive personal jurisdiction and venue of Basel, Switzerland for the adjudication of all claims by Stratpharma against you arising from or relating to your access to and use of the website and the provisions of these terms and conditions.

 

Stratpharma‘s failure to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Stratpharma in writing. You acknowledge and agree that you will not seek to litigate any claims against Stratpharma or any of its affiliates on a class action or representative party basis and that you shall pursue such claims solely on an individual basis.

 

Special Considerations for International Use

The owner of the website is based in Switzerland. We provide the webiste for use only by persons located in Switzerland and the European Union. We make no claims that the website or any of its content is accessible or appropriate outside of Switzerland and European Union. Access to the website may not be legal by certain persons or in certain countries. If you access the website from outside Switzerland or European Union, you do so on your own initiative and are responsible for compliance with all applicable local laws.

 

Your Representations

You represent that you are 18 years of age or older and that you are not under any legal or other disability which limits your ability to comply with these terms and conditions.

 

General Terms and Conditions | MODULE 1

AUTHORIZED STRATPHARMA RESELLER

 

 

  1. Sale. These terms and conditions shall apply and be binding on Stratpharma AG (“STRATPHARMA”), Life Science Logistics, LLC (“LSL”) and every commercial reseller or user ("Customer") of Stratpharma’s Products (“Products”) pursuant to any quotation, purchase order or other document ("Order"). Any inconsistent terms and conditions on Customer's Order or documents shall not apply. In order to be an authorized reseller, Customer acknowledges the Products are freely available for Patients to purchase from Stratpharma’s web shop www.stratpharma-online.com, however the Products are not freely available in the wholesale and retail pharmacy channels and shall be used or re-sold by Customer exclusively in the professional channel to Customer’s patients that have received Customer’s consultation (“Patients”). Customer selling or enabling sales outside of this  channel, including direct sales via internet or other similar channels, without STRATPHARMA’s written approval may lose their authorized reseller status. LSL is acting as an authorized distributor of the Products, and upon transfer of title of Products from LSL to Customer, any claims relating to the Products must be brought directly against STATPHARMA.
     
  2. Full Disclosure to Patients. Customer shall sell Products to Patients only if Products are essential to Patient’s care. Prior to any such sale Customer shall disclose to Patients the financial interest Customer may have in the transaction. Disclosure can be accomplished through face-to-face communication or by posting an easily understandable written notification in a prominent location that is accessible by all Patients. In addition, Customer shall inform the Patient that Patient is under no obligation to purchase Products from the Customer and shall inform the Patient of availability of the Products through the Stratpharma web shop.
     
  3. Compliance. Customer shall comply with federal and state laws, AMA ethical guidelines and other similar guidelines, FDA approvals, rules and regulations. 
     
  4. Anti-Kickback Statute. Products are not part of any federal health care program including, without limitation, Medicare, Medicaid, or Affordable Care Act, and Customer shall not attempt to obtain reimbursement for Products or claim any benefit or payment from any federal health care program based on selling or using Products.
     
  5.  Entire Agreement; Amendments. These terms and conditions together with the Order constitute the entire agreement between STRATPHARMA, LSL and Customer and supersede all prior or contemporaneous statements, purchase orders or quotations, whether written or oral. The Order and these terms and conditions may not be amended, altered or modified except in writing by an authorized signatory of STRATPHARMA or LSL. Other alterations or modifications by Customer or any other person, whether oral or written, shall not be binding on STRATPHARMA or LSL, regardless of STRATPHARMA's or LSL’s failure to object or LSL's shipment of Products. In the event of a conflict between these terms and conditions and any other document, these terms and conditions shall govern unless expressly stated otherwise. 
     
  6. Payment. LSL accepts Visa, MasterCard and American Express, or bank transfer. LSL processes all payments securely via PNC Merchant Services. All other payment options need to be pre-approved by STRATPHARMA.
     
  7. Shipping: LSL ships using ground or courier; charges will be applied according to your selection. Your shipping address must be in the United States.
     
  8. Delivery, Acceptance and Claims. Delivery shall be complete when LSL delivers the Product to the Customer ("Delivery"). Title and risk of loss shall pass to Customer on Delivery. All Delivery dates are approximate. LSL will deliver in one shipment when possible, but reserves the right to make delivery in installments. Partial shipment by LSL is not a basis for returning the Products. With respect to any claims relating to Delivery or Products, Customer's sole remedy is set forth in Limited Warranty and Returns section, below. Orders may not be cancelled after shipment and Product may not be returned without LSL’s prior written consent.  Customer acknowledges that LSL will directly deliver any Products to Customer, but that any claims relating thereto must be brought directly against STRATPHARMA, and herby waives and releases LSL from any liability relating thereto
     
  9. Customer Service: Please contact us with any questions or inquires at (877) 226-7525, by email at order@us.notexisting@nodomain.comstratpharma.notexisting@nodomain.comcom or fax (888) 467-0310. Our customer service department is available Monday-Friday.
      
  10.  Limited Warranty and Returns. STRATPHARMA warrants that the Product shall be free from defects and shall conform in all material respects to technical specifications. This limited warranty shall continue until Products’ expiry date and is conditioned on Customer's written notification to STRATPHARMA of any claimed defect within 30 days after discovery of such defect. When you receive the Products, please check to make sure Products are in good condition (i.e. not damaged or defective) and let us know right away if there is a problem with your shipment (see Customer Service above). Please provide as much information as you can about the problem, including your Order number, the name of the affected Products, expiry date, lot number. We will provide free return shipping if your return is the result of STRATPHARMA’s error (damaged, defective, or incorrect item, etc.). In other cases, a return postage fee of $12.00 will apply. A 10% re-stocking fee will be applied on all returns that are not the result of our error. STRATPHARMA may inspect the Product to determine whether the Product is defective. STRATPHARMA shall not accept Products that have been opened or used. If STRATPHARMA determines that the claim is covered by this limited warranty, then STRATPHARMA shall replace, credit or refund the Product as STRATPHARMA's sole obligation and Customer's sole remedy hereunder. Customer acknowledges and agrees that any and all claims relating to Products must be brought directly against STRATPHARMA and that LSL shall have no liability relating to Products.  This includes, without limitation, and claims relating to Product returns, Product recalls, and/or any refunds relating to Products.  The maximum extent allowed under applicable law, Customer herby waives and releases any such claims against LSL.
     
  11. Taxes and Other Charges. Customer is responsible for all taxes related to this purchase, including but not limited to all sales, use, income, import, or any other taxes imposed. Applicable sales tax shall be applied to all Orders unless Customer has provided LSL and STRATPHARMA with Customer’s current resale certificate and number. 
     
  12.  Exclusions. No representation or warranty shall arise from any description of, or claims regarding, the Product or its effectiveness or ability to achieve any particular clinical result(s), whether written or oral, contained in specifications, samples, bulletins, marketing or promotional materials or similar statements made or furnished to Customer by any person. Use of the Product requires the exercise of sound medical judgment and clinical results may vary based on skill and experience, patient suitability, patient response to treatment and other factors beyond the control of STRATPHARMA or LSL. Neither STRATPHARMA nor LSL makes any representation or warranty of revenue or profits from use of the Product, and no such representation or warranty shall arise from projections, studies, illustrations, marketing or promotional materials, or other statements or materials made or furnished to Customer by any person.
     
  13. Limitation of Liability. THE LIMITED WARRANTY ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES OF STRATPHARMA OR LSL, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY OPERATION OF LAW OR OTHERWISE; STRATPHARMA DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL STRATPHARMA OR LSL BE LIABLE FOR LOSS OF USE, LOSS OF PROFITS, PUNITIVE DAMAGES, ATTORNEY'S FEES AND EXPENSES, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, OR ANY OTHER DIRECT OR INDIRECT DAMAGES WHATSOEVER. YOUR SOLE AND EXCLUSIVE REMEDY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN ANY WAY RELATED TO THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCT SHALL BE AS PROVIDED HEREIN AND SHALL NOT EXCEED THE COST OF REPLACEMENT OF THE PRODUCT BY STRATPHARMA.
     
  14. Proprietary Rights. Strataderm®, Stratamed®, Stratacel® and StrataXRT® are registered trademarks of Stratpharma AG, Switzerland. This sale shall in no way be deemed to confer upon Customer any right, interest or license in any trademarks, copyright, or other intellectual property rights Stratpharma AG may have. Stratpharma AG hereby reserves all such rights. 
      
  15. Government Authorization. Customer is responsible for timely obtaining all necessary governmental permits, licenses, approvals and consents in connection with the sale or use of the Product.
     
  16.  Waiver and Choice of Law. The failure of STRATPHARMA or LSL to insist in any one or more instances, upon the performance of any of the terms and conditions as set forth herein or the failure of STRATPHARMA or LSL to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such terms, conditions or rights thereunder and shall not affect STRATPHARMA’s or LSL’s right to insist on strict performance and compliance with regard to any future performance of these terms and conditions. All transactions shall be governed by the laws of the State of Indiana, USA, excluding conflict law rules. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
     
  17. Dispute Resolution / Attorney Fees. Any dispute, controversy or claim arising out of or related to this transaction shall be resolved by binding arbitration. A demand for arbitration shall be served on the other by certified mail. Within forty-five (45) days after a party demands arbitration, the parties shall select a single arbitrator. The selected arbitrator shall conduct the arbitration in a manner substantially similar to the procedures set forth in the Commercial Arbitration Rule of the American Arbitration Association ("AAA"). If the parties are unable to agree on an arbitrator, the party demanding arbitration shall file a demand for arbitration with the AAA and the arbitration shall then proceed in accordance with the Commercial Arbitration Rules of the AAA. In all circumstances, the arbitration shall take place in Marion County, Indiana. The losing party shall pay the cost of arbitration. 
     
  18. Force Majeure.  Neither STRATPHARMA nor LSL shall be liable to Customer for any loss, expense or damage due to delays in Delivery of the Product, which are caused by or resulting from any event, which is beyond the reasonable control of STRATPHARMA or LSL.
     
  19. Amendments. By accessing STRATPHARMA’s web shop www.stratpharma-online.com or by placing orders directly to LSL or STRATPHARMA, Customers agree to be bound by these terms and conditions. These terms and conditions are subject to change without notice, from time to time in STRATPHARMA’s or LSL’s sole discretion. We will notify you of amendments to these terms and conditions by posting them here. If you do not agree with these terms and conditions, please do not access STRATPHARMA’s web shop.
     
  20. Termination. STRATPHARMA may, in its discretion, suspend or terminate Customer’s right to purchase, use, resell, or discount Products based on these terms and conditions at any time.
     
  21. Date of Preparation. September 2016

 

 

General Terms and Conditions | Module 2

AUTHORIZED STRATPHARMA ONLINE RESELLER

 

 

 

  1. Sale. These terms and conditions shall apply and be binding on Stratpharma AG (“STRATPHARMA”), Life Science Logistics, LLC (“LSL”) and every commercial reseller or user ("Customer") of Stratpharma’s Products (“Products”) pursuant to any quotation, purchase order or other document ("Order"). Any inconsistent terms and conditions on Customer's Order or documents shall not apply. In order to be an authorized reseller, Customer acknowledges the Products are freely available for Patients to purchase from Stratpharma’s web shop www.stratpharma-online.com, however the Products are not freely available in the wholesale and retail pharmacy channels and shall be used or re-sold by Customer exclusively in the professional channel to Customer’s patients that have received Customer’s consultation (“Patients”). Customer selling or enabling sales outside of this channel, including direct sales via internet or other similar channels, without STRATPHARMA’s written approval may lose their authorized reseller status. LSL is acting as an authorized distributor of the Products, and upon transfer of title of Products from LSL to Customer, any claims relating to the Products must be brought directly against STATPHARMA.
     
  2. Full Disclosure to Patients. Customer shall sell Products to Patients only if Products are essential to Patient’s care. Prior to any such sale Customer shall disclose to Patients the financial interest Customer may have in the transaction. Disclosure can be accomplished through face-to-face communication or by posting an easily understandable written notification in a prominent location that is accessible by all Patients. In addition, Customer shall inform the Patient that Patient is under no obligation to purchase Products from the Customer and shall inform the Patient of availability of the Products through the Stratpharma web shop.
     
  3. Compliance. Customer shall comply with federal and state laws, AMA ethical guidelines and other similar guidelines, FDA approvals, rules and regulations. 
     
  4. Anti-Kickback Statute. Products are not part of any federal health care program including, without limitation, Medicare, Medicaid, or Affordable Care Act, and Customer shall not attempt to obtain reimbursement for Products or claim any benefit or payment from any federal health care program based on selling or using Products.
     
  5. Entire Agreement; Amendments. These terms and conditions together with the Order constitute the entire agreement between STRATPHARMA, LSL and Customer and supersede all prior or contemporaneous statements, purchase orders or quotations, whether written or oral. The Order and these terms and conditions may not be amended, altered or modified except in writing by an authorized signatory of STRATPHARMA or LSL. Other alterations or modifications by Customer or any other person, whether oral or written, shall not be binding on STRATPHARMA or LSL, regardless of STRATPHARMA's or LSL’s failure to object or LSL's shipment of Products. In the event of a conflict between these terms and conditions and any other document, these terms and conditions shall govern unless expressly stated otherwise. 
     
  6. Payment. LSL accepts Visa, MasterCard and American Express, or bank transfer. LSL processes all payments securely via PNC Merchant Services. All other payment options need to be pre-approved by STRATPHARMA.
     
  7. Shipping: LSL ships using ground or courier; charges will be applied according to your selection. Your shipping address must be in the United States.
     
  8. Delivery, Acceptance and Claims. Delivery shall be complete when LSL delivers the Product to the Customer ("Delivery"). Title and risk of loss shall pass to Customer on Delivery. All Delivery dates are approximate. LSL will deliver in one shipment when possible, but reserves the right to make delivery in installments. Partial shipment by LSL is not a basis for returning the Products. With respect to any claims relating to Delivery or Products, Customer's sole remedy is set forth in Limited Warranty and Returns section, below. Orders may not be cancelled after shipment and Product may not be returned without LSL’s prior written consent.  Customer acknowledges that LSL will directly deliver any Products to Customer, but that any claims relating thereto must be brought directly against STRATPHARMA, and herby waives and releases LSL from any liability relating thereto
     
  9. Customer Service: Please contact us with any questions or inquires at (877) 226-7525, by email at order@us.notexisting@nodomain.comstratpharma.notexisting@nodomain.comcom or fax (888) 467-0310. Our customer service department is available Monday-Friday.
     
  10. Limited Warranty and Returns. STRATPHARMA warrants that the Product shall be free from defects and shall conform in all material respects to technical specifications. This limited warranty shall continue until Products’ expiry date and is conditioned on Customer's written notification to STRATPHARMA of any claimed defect within 30 days after discovery of such defect. When you receive the Products, please check to make sure Products are in good condition (i.e. not damaged or defective) and let us know right away if there is a problem with your shipment (see Customer Service above). Please provide as much information as you can about the problem, including your Order number, the name of the affected Products, expiry date, lot number. We will provide free return shipping if your return is the result of STRATPHARMA’s error (damaged, defective, or incorrect item, etc.). In other cases, a return postage fee of $12.00 will apply. A 10% re-stocking fee will be applied on all returns that are not the result of our error. STRATPHARMA may inspect the Product to determine whether the Product is defective. STRATPHARMA shall not accept Products that have been opened or used. If STRATPHARMA determines that the claim is covered by this limited warranty, then STRATPHARMA shall replace, credit or refund the Product as STRATPHARMA's sole obligation and Customer's sole remedy hereunder. Customer acknowledges and agrees that any and all claims relating to Products must be brought directly against STRATPHARMA and that LSL shall have no liability relating to Products.  This includes, without limitation, and claims relating to Product returns, Product recalls, and/or any refunds  relating to Products.  The maximum extent allowed under applicable law, Customer herby waives and releases any such claims against LSL. 
     
  11. Taxes and Other Charges. Customer is responsible for all taxes related to this purchase, including but not limited to all sales, use, income, import, or any other taxes imposed. Applicable sales tax shall be applied to all Orders unless Customer has provided LSL and STRATPHARMA with Customer’s current resale certificate and number. 
     
  12. Exclusions. No representation or warranty shall arise from any description of, or claims regarding, the Product or its effectiveness or ability to achieve any particular clinical result(s), whether written or oral, contained in specifications, samples, bulletins, marketing or promotional materials or similar statements made or furnished to Customer by any person. Use of the Product requires the exercise of sound medical judgment and clinical results may vary based on skill and experience, patient suitability, patient response to treatment and other factors beyond the control of STRATPHARMA or LSL. Neither STRATPHARMA nor LSL makes any representation or warranty of revenue or profits from use of the Product, and no such representation or warranty shall arise from projections, studies, illustrations, marketing or promotional materials, or other statements or materials made or furnished to Customer by any person.
     
  13. Limitation of Liability. THE LIMITED WARRANTY ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES OF STRATPHARMA OR LSL, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY OPERATION OF LAW OR OTHERWISE; STRATPHARMA DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL STRATPHARMA OR LSL BE LIABLE FOR LOSS OF USE, LOSS OF PROFITS, PUNITIVE DAMAGES, ATTORNEY'S FEES AND EXPENSES, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, OR ANY OTHER DIRECT OR INDIRECT DAMAGES WHATSOEVER. YOUR SOLE AND EXCLUSIVE REMEDY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN ANY WAY RELATED TO THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCT SHALL BE AS PROVIDED HEREIN AND SHALL NOT EXCEED THE COST OF REPLACEMENT OF THE PRODUCT BY STRATPHARMA. 
     
  14. Proprietary Rights. Strataderm®, Stratamed®, and Stratacel® are registered trademarks of Stratpharma AG, Switzerland. This sale shall in no way be deemed to confer upon Customer any right, interest or license in any trademarks, copyright, or other intellectual property rights Stratpharma AG may have. Stratpharma AG hereby reserves all such rights. 
     
  15. Government Authorization. Customer is responsible for timely obtaining all necessary governmental permits, licenses, approvals and consents in connection with the sale or use of the Product.
     
  16. Waiver and Choice of Law. The failure of STRATPHARMA or LSL to insist in any one or more instances, upon the performance of any of the terms and conditions as set forth herein or the failure of STRATPHARMA or LSL to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such terms, conditions or rights thereunder and shall not affect STRATPHARMA’s or LSL’s right to insist on strict performance and  compliance with regard to any future performance of these terms and conditions. All transactions shall be governed by the laws of the State of Indiana, USA, excluding conflict law rules. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
     
  17. Dispute Resolution / Attorney Fees. Any dispute, controversy or claim arising out of or related to this transaction shall be resolved by binding arbitration. A demand for arbitration shall be served on the other by certified mail. Within forty-five (45) days after a party demands arbitration, the parties shall select a single arbitrator. The selected arbitrator shall conduct the arbitration in a manner substantially similar to the procedures set forth in the Commercial Arbitration Rule of the American Arbitration Association ("AAA"). If the parties are unable to agree on an arbitrator, the party demanding arbitration shall file a demand for arbitration with the AAA and the arbitration shall then proceed in accordance with the Commercial Arbitration Rules of the AAA. In all circumstances, the arbitration shall take place in Marion County, Indiana. The losing party shall pay the cost of arbitration. 
     
  18. Force Majeure.  Neither STRATPHARMA nor LSL shall be liable to Customer for any loss, expense or damage due to delays in Delivery of the Product, which are caused by or resulting from any event, which is beyond the reasonable control of STRATPHARMA or LSL.
     
  19. Amendments. By accessing STRATPHARMA’s web shop www.stratpharma-online.com or by placing orders directly to LSL or STRATPHARMA, Customers agree to be bound by these terms and conditions. These terms and conditions are subject to change without notice, from time to time in STRATPHARMA’s or LSL’s sole discretion. We will notify you of amendments to these terms and conditions by posting them here. If you do not agree with these terms and conditions, please do not access STRATPHARMA’s web shop.
     
  20. Termination. STRATPHARMA may, in its discretion, suspend or terminate Customer’s right to purchase, use, resell, or discount Products based on these terms and conditions at any time.
     
  21. Date of Preparation. September 2016

 

 

Module 2 – Authorized Stratpharma Online Reseller

 

Authorized Stratpharma Online Reseller Attracting Sales Commission to Customer and Discount to Patient on Recommended Retail Price (“RRP”) 

I would like my patients to be able to buy Stratpharma products online with a special discount linked to my office with a Unique Customer Code. I will disclose that I am an Authorized Stratpharma Online Reseller. Being an Authorized Stratpharma Online Reseller I will receive a sales commission, and my patients will benefit from a discount on the Recommended Retail Price. Being an Authorized Stratpharma Online Reseller allows me not to stock products in my clinic while ensuring my patients’ have direct access to products that serve their needs. 

 

Customer wishes to sell the Product to their Patients via Stratpharma’s web shop www.stratpharma-online.com by providing their Patients with a unique Customer discount code corresponding to the level of discount granted to the patient by Customer. Patient shall be granted the right to purchase the Product via STRATPHARMA’s web shop with a discount of either:

 

10% on the RRP (Customer shall receive 30% of the net Product price)

20% on the RRP (Customer shall receive 20% of the net Product price)

 

 Order fulfillment, Delivery and payment collection shall be carried out by STRATPHARMA.

 

Patients will be required to verify their details when purchasing and include the Unique Customer Discount Code as provided by Customer.

Product may be delivered to the Patient address or to the Customer address by following the instructions on the STRATPHARMA web shop.

Customer hereby agrees to only issue the Unique Customer Discount Codes to individual Patients and further agrees not to make these codes freely available to the public via online shops, websites, social media or similar media.

 

Customer shall provide STRATPHARMA with account details and address for checks in order for Stratpharma to process payments due to Customer. Checks will incur a fee of $15. Stratpharma may make payments on a monthly basis if Customers monthly sales commissions exceed $100 or quarterly basis when Customers sales commissions do not exceed $ 100 in any one month or as agreed with Stratpharma.

 

 

 

General Terms and Conditions | MODULE 3

AUTHORIZED STRATPHARMA ONLINE RESELLER FOR NO COMMERCIAL GAIN

 

 

  1.  Sale. These terms and conditions shall apply and be binding on Stratpharma AG (“STRATPHARMA”), Life Science Logistics, LLC (“LSL”) and every commercial reseller or user ("Customer") of Stratpharma’s Products (“Products”) pursuant to any quotation, purchase order or other document ("Order"). Any inconsistent terms and conditions on Customer's Order or documents shall not apply. In order to be an authorized reseller, Customer acknowledges the Products are freely available for Patients to purchase from Stratpharma’s web shop www.stratpharma-online.com, however the Products are not freely available in the wholesale and retail pharmacy channels and shall be used or re-sold by Customer exclusively in the professional channel to Customer’s patients that have received Customer’s consultation (“Patients”). Customer selling or enabling sales outside of this channel, including direct sales via internet or other similar channels, without STRATPHARMA’s written approval may lose their authorized reseller status. LSL is acting as an authorized distributor of the Products, and upon transfer of title of Products from LSL to Customer, any claims relating to the Products must be brought directly against STATPHARMA.
     
  2. Full Disclosure to Patients. Customer shall sell Products to Patients only if Products are essential to Patient’s care. Prior to any such sale Customer shall disclose to Patients the financial interest Customer may have in the transaction. Disclosure can be accomplished through face-to-face communication or by posting an easily understandable written notification in a prominent location that is accessible by all Patients. In addition, Customer shall inform the Patient that Patient is under no obligation to purchase Products from the Customer and shall inform the Patient of availability of the Products through the Stratpharma web shop.
     
  3. Compliance. Customer shall comply with federal and state laws, AMA ethical guidelines and other similar guidelines, FDA approvals, rules and regulations. 
     
  4. Anti-Kickback Statute. Products are not part of any federal health care program including, without limitation, Medicare, Medicaid, or Affordable Care Act, and Customer shall not attempt to obtain reimbursement for Products or claim any benefit or payment from any federal health care program based on selling or using Products.
     
  5. Entire Agreement; Amendments. These terms and conditions together with the Order constitute the entire agreement between STRATPHARMA, LSL and Customer and supersede all prior or contemporaneous statements, purchase orders or quotations, whether written or oral. The Order and these terms and conditions may not be amended, altered or modified except in writing by an authorized signatory of STRATPHARMA or LSL. Other alterations or modifications by Customer or any other person, whether oral or written, shall not be binding on STRATPHARMA or LSL, regardless of STRATPHARMA's or LSL’s failure to object or LSL's shipment of Products. In the event of a conflict between these terms and conditions and any other document, these terms and conditions shall govern unless expressly stated otherwise. 
     
  6.  Payment. LSL accepts Visa, MasterCard and American Express, or bank transfer. LSL processes all payments securely via PNC Merchant Services. All other payment options need to be pre-approved by STRATPHARMA.
     
  7. Shipping: LSL ships using ground or courier; charges will be applied according to your selection. Your shipping address must be in the United States.
     
  8. Delivery, Acceptance and Claims. Delivery shall be complete when LSL delivers the Product to the Customer ("Delivery"). Title and risk of loss shall pass to Customer on Delivery. All Delivery dates are approximate. LSL will deliver in one shipment when possible, but reserves the right to make delivery in installments. Partial shipment by LSL is not a basis for returning the Products. With respect to any claims relating to Delivery or Products, Customer's sole remedy is set forth in Limited Warranty and Returns section, below. Orders may not be cancelled after shipment and Product may not be returned without LSL’s prior written consent.  Customer acknowledges that LSL will directly deliver any Products to Customer, but that any claims relating thereto must be brought directly against STRATPHARMA, and herby waives and releases LSL from any liability relating thereto
     
  9. Customer Service: Please contact us with any questions or inquires at (877) 226-7525, by email at order@us.notexisting@nodomain.comstratpharma.notexisting@nodomain.comcom or fax (888) 467-0310. Our customer service department is available Monday-Friday.
      
  10. Limited Warranty and Returns. STRATPHARMA warrants that the Product shall be free from defects and shall conform in all material respects to technical specifications. This limited warranty shall continue until Products’ expiry date and is conditioned on Customer's written notification to STRATPHARMA of any claimed defect within 30 days after discovery of such defect. When you receive the Products, please check to make sure Products are in good condition (i.e. not damaged or defective) and let us know right away if there is a problem with your shipment (see Customer Service above). Please provide as much information as you can about the problem, including your Order number, the name of the affected Products, expiry date, lot number. We will provide free return shipping if your return is the result of STRATPHARMA’s error (damaged, defective, or incorrect item, etc.). In other cases, a return postage fee of $12.00 will apply. A 10% re-stocking fee will be applied on all returns that are not the result of our error. STRATPHARMA may inspect the Product to determine whether the Product is defective. STRATPHARMA shall not accept Products that have been opened or used. If STRATPHARMA determines that the claim is covered by this limited warranty, then STRATPHARMA shall replace, credit or refund the Product as STRATPHARMA's sole obligation and Customer's sole remedy hereunder. Customer acknowledges and agrees that any and all claims relating to Products must be brought directly against STRATPHARMA and that LSL shall have no liability relating to Products.  This includes, without limitation, and claims relating to Product returns, Product recalls, and/or any refunds relating to Products.  The maximum extent allowed under applicable law, Customer herby waives and releases any such claims against LSL.
     
  11. Taxes and Other Charges. Customer is responsible for all taxes related to this purchase, including but not limited to all sales, use, income, import, or any other taxes imposed. Applicable sales tax shall be applied to all Orders unless Customer has provided LSL and STRATPHARMA with Customer’s current resale certificate and number. 
     
  12. Exclusions. No representation or warranty shall arise from any description of, or claims regarding, the Product or its effectiveness or ability to achieve any particular clinical result(s), whether written or oral, contained in specifications, samples, bulletins, marketing or promotional materials or similar statements made or furnished to Customer by any person. Use of the Product requires the exercise of sound medical judgment and clinical results may vary based on skill and experience, patient suitability, patient response to treatment and other factors beyond the control of STRATPHARMA or LSL. Neither STRATPHARMA nor LSL makes any representation or warranty of revenue or profits from use of the Product, and no such representation or warranty shall arise from projections, studies,  illustrations, marketing or promotional materials, or other statements or materials made or furnished to Customer by any person.
     
  13. Limitation of Liability. THE LIMITED WARRANTY ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES OF STRATPHARMA OR LSL, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY OPERATION OF LAW OR OTHERWISE; STRATPHARMA DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL STRATPHARMA OR LSL BE LIABLE FOR LOSS OF USE, LOSS OF PROFITS, PUNITIVE DAMAGES, ATTORNEY'S FEES AND EXPENSES, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, OR ANY OTHER DIRECT OR INDIRECT DAMAGES WHATSOEVER. YOUR SOLE AND EXCLUSIVE REMEDY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN ANY WAY RELATED TO THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCT SHALL BE AS PROVIDED HEREIN AND SHALL NOT EXCEED THE COST OF REPLACEMENT OF THE PRODUCT BY STRATPHARMA.
     
  14. Proprietary Rights. Strataderm®, Stratamed®, Stratacel® and StrataXRT® are registered trademarks of Stratpharma AG, Switzerland. This sale shall in no way be deemed to confer upon Customer any right, interest or license in any trademarks, copyright, or other intellectual property rights Stratpharma AG may have. Stratpharma AG hereby reserves all such rights. 
      
  15. GovernmentAuthorization. Customer is responsible for timely obtaining all necessary governmental permits, licenses, approvals and consents in connection with the sale or use of the Product.
     
  16. Waiver and Choice of Law. The failure of STRATPHARMA or LSL to insist in any one or more instances, upon the performance of any of the terms and conditions as set forth herein or the failure of STRATPHARMA or LSL to exercise any of its rights hereunder shall not be construed as a waiver or  relinquishment of any such terms, conditions or rights thereunder and shall not affect STRATPHARMA’s or LSL’s right to insist on strict performance and compliance with regard to any future performance of these terms and conditions. All transactions shall be governed by the laws of the State of Indiana, USA, excluding conflict law rules. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
     
  17. Dispute Resolution / Attorney Fees. Any dispute, controversy or claim arising out of or related to this transaction shall be resolved by binding arbitration. A demand for arbitration shall be served on the other by certified mail. Within forty-five (45) days after a party demands arbitration, the parties shall select a single arbitrator. The selected arbitrator shall conduct the arbitration in a manner substantially similar to the procedures set forth in the Commercial Arbitration Rule of the American Arbitration Association ("AAA"). If the parties are unable to agree on an arbitrator, the party demanding arbitration shall file a demand for arbitration with the AAA and the arbitration shall then proceed in accordance with the Commercial Arbitration Rules of the AAA. In all circumstances, the arbitration shall take place in Marion County, Indiana. The losing party shall pay the cost of arbitration.
     
  18. Force Majeure.  Neither STRATPHARMA nor LSL shall be liable to Customer for any loss, expense or damage due to delays in Delivery of the Product, which are caused by or resulting from any event, which is beyond the reasonable control of STRATPHARMA or LSL.
     
  19. Amendments. By accessing STRATPHARMA’s web shop www.stratpharma-online.com or by placing orders directly to LSL or STRATPHARMA, Customers agree to be bound by these terms and conditions. These terms and conditions are subject to change without notice, from time to time in STRATPHARMA’s or LSL’s sole discretion. We will notify you of amendments to these terms and conditions by posting them here. If you do not agree with these terms and conditions, please do not access STRATPHARMA’s web shop.
     
  20. Termination. STRATPHARMA may, in its discretion, suspend or terminate Customer’s right to purchase, use, resell, or discount Products based on these terms and conditions at any time.
     
  21. Date of Preparation. September 2016

Module 3 – Authorized Stratpharma Online Reseller with No Commercial Gain

 

Authorized Stratpharma Online Reseller with No Commercial Gain for Customer (no Sales Commission) and Full Discount to Patient on RRP (40%)

 

I would like my patients to be able to buy Stratpharma products online with a special discount linked to my office with a Unique Customer Code. I will disclose that I am an Authorized Stratpharma Online Reseller for No Commercial Gain. My patients will benefit of the maximum discount on the recommended retail price. Being an Authorized Stratpharma Online Reseller allows me not to stock products in my clinic while ensuring my patients have direct access to products that serve their needs.

 

 Customer wishes to grant their Patients a special discount so that the Patient may purchase the Product via Stratpharma’s web shop www.stratpharma-online.com by providing their Patients with a unique Customer discount code, which shall grant the Patient the right to purchase Product via Stratpharma web shop with a discount of 40% on RRP. Order fulfillment, Delivery and payment collection shall be carried out by STRATPHARMA.

 

Patients will be required to verify their details when purchasing and include the unique Customer Discount Code as provided by Customer. Product may be delivered to the Patient address or to the Customer address by following the instructions on the STRTPHARMA web shop.

 

Customer hereby agrees to only issue the Unique Customer Discount Codes to individual Patients and further agrees not to make these codes freely available to the public via online shops, websites, social media or similar media.