Vendor Agreement
Wellesley Therapeutics Standard Purchase Terms
Wellesley Therapeutics Inc. (“Wellesley”) sells various products to consumers and businesses through phone orders, internet orders, fax orders, and the like. All such purchases are subject to Wellesley’s Standard Purchase Terms (“Terms”) set forth below. These Terms constitute an agreement between you and Wellesley. Please read these Terms carefully before you agree to buy any products from Wellesley. By purchasing products from Wellesley, you agree that you will comply with these Terms. If you are purchasing products from Wellesley on behalf of another person or company, you represent and warrant that you have the authority to make such purchase(s) and that you can bind the other person or entity to these Terms.
1. Restrictions on Resale.
Wellesley is selling its products to you for resale to your customers within your physical retail store(s) and not online. You agree that you will not sell Wellesley’s products online. If Wellesley determines that you are selling online, it will no longer sell its products to you. If you would like to sell Wellesley products online, you will need to seek Wellesley’s prior written authorization, which may be denied at Wellesley’s sole discretion. To evaluate such requests, Wellesley requires that you provide it with the details of the website, duration of the sales offering (example: a run of up to six months), and the precise sales price. If acceptable, Wellesley may authorize such sales under those parameters, it may offer you
alternative parameters, or it may refuse your request. You agree to provide Wellesley with reasonable details of your sales activity. Any discounts that you provide your customers from Wellesley’s suggested retail prices will be absorbed by you and will not be deducted from any amounts due Wellesley.
2. General
a. Changes to Products; Amendments. Wellesley may change, suspend, or discontinue selling certain products, or any part of them, at any time without notice. Wellesley may amend these Terms by posting revised terms on its website (https://wellesleytherapeutics.com/). By continuing to purchase Wellesley products after revised Terms are posted to Wellesley’s website, you are agreeing to these revised Terms.
b. Termination. Your rights under these Terms will automatically terminate without notice if you fail to comply with any of these Terms. In the case of such termination, Wellesley may immediately cease selling products to you. Wellesley’s failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of its rights.
c. Returns; Disputes. You must inform Wellesley in writing within seven days of receiving a damaged product to submit a refund claim. All claims will be determined at the reasonable discretion of Wellesley. Claims related to expired products will be addressed by Wellesley in accordance with product or channel-
specific policies. Any dispute or claim arising from or relating to these Terms, or the products sold hereunder, is subject to the governing law, disclaimer of warranties, limitation of liability, and all other terms incorporated herein by reference.
d. Disclaimer of Warranties and Limitation of Liability. Products may be developed and manufactured by third parties, and Wellesley has no responsibility or liability for any aspect of such products except those specifically developed and manufactured by Wellesley.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PRODUCTS TO BE PURCHASED UNDER THESE TERMS ARE FURNISHED AS IS, WHERE IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL WELLESLEY’S AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR ANY PRODUCTS THAT YOU BUY FROM WELLESLEY EXCEED THE COST OF THE PARTICULAR SHIPMENT INVOLVED IN THE CLAIM, OR ONE HUNDRED DOLLARS,WHICHEVER IS GREATER.
e. Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
f. Contact Information. For help with the products or resolving other related issues, please contact customer service.
g. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada.
h. Jurisdiction: Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the relevant courts in Toronto, Ontario, Canada.
i. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
