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MASTER TERMS AND CONDITIONS

The master terms and conditions contained herein (“Master Terms and Conditions”) attach to and incorporate into each Sales Order (“Sales Order” or “Agreement”) placed by the purchaser (“Purchaser”) for SKNV product (“Product(s)”).

Effective Date: May 17, 2024

I.             SPECIAL CONSIDERATIONS

  1. No Patient Referrals. Purchaser and SKNV acknowledge that none of the benefits exchanged hereunder between the parties are conditioned on any requirement that any party make referrals to or be in a position to make or influence referrals to, or otherwise generate business for, the other parties.
  2. No Corporate Practice of Medicine. Payment of any fees under the Sales Order is not intended to be and may not be interpreted or applied as permitting SKNV and/or its designated agent to share in Purchaser fees for medical services or any other Moreover, nothing in the Sales Order constitutes the use of a medical license or the practice of medicine by anyone other than a licensed medical provider; aids SKNV or any other corporation to practice medicine when in fact such corporation is not licensed to practice medicine; or do any other act or create any other arrangements in violation of state laws governing the practice of medicine. SKNV and Purchaser specifically acknowledge that Purchaser is entirely independent of SKNV and is solely responsible for the diagnosis and treatment of patients and all other medical, professional, and ethical affairs of Purchaser and solely responsible for determining fees for professional medical services rendered by Purchaser and for the selection and control of medical professionals.

II.            SHIPPING, STORAGE, REFUNDS, PRICE CHANGES AND OTHER APPLICABLE TERMS

  1. SKNV will determine the time, route and carrier of all shipments. Sales Orders will be subject to a service fee in an amount determined by SKNV if Purchaser requests expedited shipping, including overnight shipping.

  2. Order Cancellation, No Purchaser acknowledges and agrees that all Sales Orders are final and that SKNV will not issue any refunds for any Sales Orders (or any portion of any Sales Order) placed by Purchaser, regardless whether Purchaser cancels or attempts to cancel the order prior to receiving any Product.

  3. Chargeback Policy. Purchaser further acknowledges and agrees that, except in instances of fraud, it will not dispute or cause to be disputed any credit card charges for Sales Orders with its credit card In the event Purchaser breaches this Section, SKNV, in addition to all other remedies available to it under the Sales Order, shall be entitled liquidated damages of twenty-five (25%) of the total amount of the Sales Order, plus the full amount due to SKNV for the Sales Order.

  4. Price Sales Orders will be billed at prices in effect at the time the order is received. All prices are subject to change without notice. If SKNV changes the price of a Product, SKNV will not allow price adjustment for Product on hand or en-route to Purchaser because of a price change. SKNV reserves the right to rebill the Purchaser if it determines that the Purchaser was billed an incorrect price due to internal system errors.

  5. Formulary Changes. The formulary shown in SKNV’s catalog is that in use at the time of publication. SKNV reserves the right to make changes without notice.

  6. Taxes. The Purchaser is responsible for paying any tax that is applicable to the sale of any Product as of the date of shipment of such Product.

  7. Title to Product. Title to Product sold shall pass to the Purchaser upon delivery to the carrier at the point of shipment. However, unless the Purchaser designates the carrier, SKNV retains the risk of loss, shortage, breakage, or leakage until the Product is delivered to the Purchaser by the carrier.

  8. Storage and Handling. The Purchaser is fully and solely responsible for complying with all applicable federal, state, and local laws and regulations relating to the storage, handling, and distribution of such Products. Purchaser shall take such precautions as are necessary to prevent Product from falling into the hands of those who may not lawfully possess or handle Product, and shall fully comply with all applicable local, state, and federal laws and regulations. Notwithstanding anything to the contrary in these Master Terms and Conditions, SKNV shall have no liability to the Purchaser, and shall have no duty to indemnify the Purchaser, if Purchaser violates this Section.

  9. Beyond Use Date. All Products carry beyond use dates or expiration dates. Products shall not be dispensed or administered after the beyond use date printed on the Product label. SKNV will not issue refunds to Purchaser for any unused portion of Product that Purchaser fails to administer or dispense prior to the Product’s beyond use date. Notwithstanding anything to the contrary in these Master Terms and Conditions, SKNV shall have no liability to Purchaser, and shall have no duty to indemnify the Purchaser, if the Purchaser violates this Section.

  10. Claims for Loss, Shortage, Breakage, Leakage, or Other Damage in Shipments. Purchaser shall immediately report in writing to SKNV any in-transit loss or shortage of Failure to do so releases SKNV from any obligation to Purchaser to replace any such damaged or missing Product. Loss, shortage, breakage, or other damage claims must also be accompanied by freight bill with notation by the carrier of the loss, shortage, breakage, or damage. Claims submitted without appropriate documentation will be denied. Purchaser agrees to cooperate fully with SKNV in SKNV’ effort to establish a claim against the carrier. The sole and exclusive remedy of the Purchaser for loss, shortage, breakage, leakage, or other damage occurring in transit is SKNV reimbursement for affected Product, in an amount equal to the original price, and the opportunity to repurchase affected Product at the original price. Purchaser agrees that no other remedy (including, but not limited to, incidental, consequential, or other damages of any kind) shall be available.

  11. Claims for Defective or Incorrect Product. Claims for defective or incorrect product must be made, in writing, within fifteen (15) days of receiving The sole and exclusive remedy of the Purchaser for defective or incorrect Product is SKNV reimbursement for affected Product, in an amount equal to the original price, and the opportunity to repurchase affected Product at the original price. Purchaser agrees that no other remedy (including, but not limited to, incidental, consequential, or other damages of any kind) shall be available.

  12. Billing Claims. All claims involving pricing and billing shall be made within one (1) year of the date of shipment of the purchase in question. Failure to bring a claim within such time period shall constitute an absolute bar to recovery.

III.             REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE PURCHASER

  1. Purchaser, on behalf of itself and all of its members, directors, officers, partners, employees, agents, and contractors, represents, warrants and covenants that it complies, shall comply, and shall be solely responsible for complying with all applicable federal, state, and local laws, including regulatory guidance, applicable to administering and dispensing medications in- office and, further, agrees that it will obtain and maintain, and shall be solely responsible for obtaining and maintaining, all applicable licenses that may, from time-to-time, be required for in-office medication or dispensing. Purchaser agrees to provide SKNV and/or its designated agent with a copy of each license, permit, registration, or other document as applicable, promptly following SKNV’ request for same (but in no event later than five (5) business days following the request). Purchaser shall promptly notify SKNV (but in no event later than five (5) business days) following the termination or suspension of any license, permit or registration of the Purchaser or any of its members, directors, officers, partners, employees agents, and contractors, which is required for in-office medication administration or dispensing.
  2. Purchaser, on behalf of itself and all of its members, directors, officers, partners, employees, agents, and contractors, represents, warrants and covenants that it understands that the Product consists of bulk drug substances and, thus, is not eligible for reimbursement under Federal Health Care Programs (as that term is defined in 42 U.S.C. §1320a-7b(f)), any State Medicaid Program, Children’s Health Insurance Program or any other State-sponsored health insurance program (individually and collectively “Government Health Care Program”). Further, Purchaser covenants not to submit to a Government Health Care Program any claim for reimbursement for such Product.
  3. Purchaser, on behalf of itself and all of its members, directors, officers, partners, employees, agents, and contractors, represents, warrants and covenants that Purchaser will notify SKNV of any patient adverse reaction or complaint related to the Product to SKNV and will provide notification to patients receiving any Product for the reporting of any adverse reaction or complaints to SKNV.

IV.             INDEMNIFICATION, LIMITATION OF LIABILITY

  1. Indemnification by SKNV. SKNV agrees to indemnify, defend and hold harmless Purchaser, and its members, directors, officers, partners, and employees (collectively, “Purchaser Indemnitees”), against all foreseeable third party claims, suits, demands, causes of action, investigations, administrative or regulatory proceedings, judgments, settlements, damages, costs or expenses, including reasonable attorney’s fees (collectively, “Purchaser Indemnitee Claims”) actually incurred by the Purchaser Indemnitees arising out of (i) bodily injury or death resulting from use of Products to the extent caused by the gross negligence of SKNV and or its designated agent(s); except to the extent such Purchaser Indemnitee Claims are caused by or result from the negligence, willful misconduct, or breach of the contractual obligations by Purchaser Indemnitees. Purchaser Indemnitees shall notify SKNV in writing of any Purchaser Indemnitee Claim for which indemnification is sought within thirty (30) days of such claim. Failure to provide such notice shall absolve SKNV of any indemnification obligations under this Agreement and shall be an absolute bar to recovery. SKNV shall have the right and option to undertake and control the defense of any such Purchaser Indemnitee Claim with counsel of its choice. SKNV shall select qualified counsel with demonstrable experience defending claims of the type to be defended and approved by the Purchaser Indemnitee(s), which approval shall not be unreasonably withheld. Purchaser Indemnitee(s) shall have the right to participate (but not control) and be represented in any suit or action by advisory counsel of its selection and its own expense. If SKNV elects not to exercise its option to control the defense of a Purchaser Indemnitee Claim, Purchaser Indemnitee(s) shall assume control and SKNV shall have the right to participate (but not control) and be represented in any suit or action by advisory counsel of its selection and its own expense. Neither Party shall concede or settle or compromise any Purchaser Indemnitee Claim without the prior written approval of the other Party, which shall not be unreasonably withheld.
  2. Indemnification by Purchaser. Purchaser agrees to indemnify, defend and hold harmless SKNV, and its members, directors, officers, partners, and employees (collectively, “SKNV Indemnitees”), against all foreseeable third party claims, suits, demands, causes of action, investigations, administrative or regulatory proceedings, judgments, settlements, damages, costs or expenses, including reasonable attorney’s fees (collectively, “SKNV Indemnitee Claims”) actually incurred by the SKNV Indemnitees arising out of any actual or alleged breach of Purchaser representations, warranties and covenants; except to the extent such SKNV Indemnitee Claims are caused by or result from the negligence, willful misconduct, or breach of the contractual obligations by SKNV Indemnitees.
  3. Limitation of Liability. IN NO EVENT SHALL SKNV BE LIABLE UNDER THIS AGREEMENT (WHETHER IN AN ACTION IN NEGLIGENCE, CONTRACT OR TORT OR BASED ON A WARRANTY OR OTHERWISE) FOR LOSS OF PROFITS, REVENUE OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED BY PURCHASER OR ANY THIRD PARTY, EVEN IF SKNV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SKNV’ LIABILITY, IF ANY, FOR DAMAGES TO PURCHASER FOR ANY CAUSE WHATSOEVER, INCLUDING INDEMNIFICATION, ARISING OUT OF OR RELATED TO THIS SERVICES AGEEMENT, AND REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED TO PURCHASER’S ACTUAL DAMAGES, WHICH SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY PURCHASER TO SKNV AND/OR ITS DESIGNATED AGENT(S) UNDER THIS AGREEMENT DURING THE TWELVE(12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THAT THE CAUSE OF ACTION AROSE.

V.                CONFIDENTIALITY

  1. “Confidential Information” means any scientific, technical, business, or other data or information of the disclosing party that is disclosed under the Agreement that is generally regarded as confidential or proprietary, whether in electronic, written, or oral form and regardless of whether identified as “confidential” or “proprietary” or other similar designation. Confidential Information includes information about the disclosing party’s business, finances, and operations; business plans, strategies, and records or other information concerning customers, employees, independent contractors, independent consultants, and suppliers and vendors; compound formulas and formulations and compounded ingredients, including percentages and methods; computer programs and proprietary software, hardware, source code, and other information technology; and financial information, forecasts, and projections and records, including pricing, discounts, and payment terms, and information about actual or potential transactions conducted or contemplated.
  2. Standard of The receiving party will hold the Confidential Information securely and in strict confidence. Except as permitted below, the receiving party will not use or disclose the Confidential Information without the prior, written notice of the disclosing party.
  3. Permitted Uses. The receiving party may use the Confidential Information solely for the purpose of satisfying an obligation under the Agreement or to exercise a right or remedy thereunder, but at no time may the receiving party disclose Confidential Information to a third-party other than the receiving party’s employees or consultant with a need to know and are bound to the receiving party by a legally-enforceable obligation of confidence that is at least as restrictive as this Section.
  4. Exceptions. In the event that the Receiving Party is requested or required by oral questions, interrogatories, requests for information, or documents in legal proceedings, subpoena, civil or criminal investigative demand, or other similar process to disclose Confidential Information, the receiving party will notify the disclosing party in writing of such request or requirement and in a timely manner such that the disclosing party may seek a protective order or other appropriate remedy or waive compliance with this Section. Regardless of the foregoing, if the receiving party is legally required to disclose the Confidential Information, then the receiving party, without liability, may disclose only that portion of the Confidential Information that legal counsel advises is legally required to be disclosed.
  5. Exclusions. Confidential Information does not include any information that the receiving party receives from a third-party not under an obligation of confidentiality benefiting the disclosing party; is already in the public domain at the time of disclosure; or independently develops without the use of the Confidential Information.

VI.           MISCELLANEOUS PROVISIONS

 

  1. The Agreement and the rights created in Purchaser thereunder are not assignable by Purchaser either voluntarily or by operation of law. The Agreement and the rights and obligations of SKNV hereunder are assignable by SKNV (i) to any affiliate or other entity that acquires all or substantially all of such Party’s assets or its business, upon notice to Purchaser; or (ii) to any other person or entity with the prior written consent of Purchaser; which consent may not be unreasonably withheld, conditioned or delayed.
  2. Independent Relationship. The Parties hereto acknowledge and agree that the relationship created between SKNV and Purchaser is strictly that of independent contractors with respect to the services described in the Nothing contained herein creates any other type of relationship between the Parties other than that of an independent contractor.
  3. Any notice required by the Agreement must be in writing. Notice is deemed received on delivery, if by hand; 1-business day after deposit with commercial courier, provided deposit is done timely to effect next business day delivery, if by commercial courier; or 3-business days after placing the notice in the U.S. mail, properly address and with sufficient postage for certified mail, return receipt requested. Delivery of notice via electronic mail is deemed given as of the date indicated in the applicable electronic delivery receipt.
  4. Governing Law and Venue. The laws of the State of Florida, without giving effect to its conflict of law provisions, govern the interpretation and construction of the Agreement. For any suit, action, or legal proceeding arising from the Agreement, each Party consents and submits to the jurisdiction and exclusive venue of the state courts of Broward County, Florida or the federal courts situated in the Southern District of Florida.
  5. Entire Agreement. The Agreement, including any addenda, amendment, attachment, exhibit, and schedule, constitutes the entire agreement between the Parties on the subject matter hereof and supersedes all oral and prior written representations, terms sheets, understandings, or Each Party, and its employees, contractors, agents, successors, and assigns, are bound by the terms of Agreement, which inure to the benefit of the other Parties, their successors, and assigns.
  6. Should there be any conflict between any provisions of the Agreement and any present or future law or other pronouncement having the force of law, including regulatory guidance, the latter will prevail, but the provision of the Agreement affected thereby will curtail and be limited only to the extent necessary to bring such provisions within the requirements of the law. The remaining provisions of the Agreement will remain in full force and effect.
  7. Damages and Cumulative Rights. The Parties agree that in the event that the Agreement is breached, or a Party threatens to breach, the non-breaching Party or Parties, in addition to any other legal or other relief available, will be entitled to obtain specific performance or other equitable, including injunctive, relief, without the necessity of providing actual damages and without the necessity of posting bond or other security. The rights and remedies set forth in the Agreement are in addition to any right or remedy provided by applicable law. All such rights and remedies are cumulative and not exclusive, and any failure by a Party to give notice or enforce any right under the Agreement, at law, or in equity, is not a waiver of the right unless reduced to a signed writing.