1. Entire Agreement. If you have signed a formal written agreement between you and Cardinal Health governing your purchases, that written agreement shall govern your online purchases from this secure website, i.e., this password protected site (the "Ordering Site"). In the absence of such an agreement, these terms and conditions (this "Agreement") apply to all of your online purchases from this Ordering Site and may NOT be altered, supplemented, or amended by you through the use of any other document(s). Any attempt to alter, supplement, or amend this Agreement, or to enter an order for product(s) which is (are) subject to additional or altered terms and conditions, will be null and void, unless otherwise agreed to in a written agreement signed by both you and Cardinal Health. This Agreement does not supersede, waive or otherwise affect any security agreements, guarantees, credit applications or other agreements between you and Cardinal Health, none of which may be amended except by a writing signed by each party.
2. Acceptance. By purchasing products and/or services from the Ordering Site, you agree to be bound by and accept the terms of this Agreement (in the absence of an earlier signed formal written agreement between you and Cardinal Health governing your purchases). Orders are not binding upon Cardinal Health until accepted by Cardinal Health. Cardinal Health reserves the right to refuse service to anyone. Cardinal Health will indicate its acceptance of an order by issuing an invoice or by shipping the ordered items to you.
3. Pricing and Payment Terms. All payments shall be made in full, in good funds, and in accordance with the payment terms on your invoice, via ACH direct debit or other payment forms acceptable to Cardinal Health. Until product is paid for in full, Cardinal Health retains, and you hereby grant Cardinal Health, a security interest in the ordered product. Cardinal Health may assess a service charge calculated at the rate of 1.5% per month (or the maximum rate allowed by law, if such rate is less than 1.5% per month) on any amount not paid to Cardinal Health when due. Failure or delay by Cardinal Health to invoice you for any such service charge will not waive Cardinal Health's right to receive the same. In the event of default in payments on any invoices, Cardinal Health shall have the right to declare all invoices immediately due and payable. You agree to pay all out-of-pocket expenses, including attorneys' fees and costs, incurred by Cardinal Health to collect any amounts due from you or to otherwise enforce any of the terms stated herein. Cardinal Health (including its affiliates, subsidiaries, parent or related entities, individually or collectively) may exercise a right of set-off against any and all amounts due to you. Cardinal Health shall be deemed a single creditor for purposes of this section. You agree to pay all applicable taxes as part of your purchase.
4. PRICING ERRORS. PRICING ERRORS MAY OCCUR ON THE ORDERING SITE FROM TIME TO TIME, ON ITEMS SOLD BY CARDINAL HEALTH, OR ITEMS SOLD BY THIRD-PARTY SELLERS. CARDINAL HEALTH ATTEMPTS TO CORRECT ALL PRICING ERRORS PROMPTLY AFTER DISCOVERY OR AFTER CARDINAL HEALTH RECEIVES NOTICE OF AN ERROR. CARDINAL HEALTH RESERVES THE RIGHT TO CANCEL ANY ORDERS CONTAINING PRICING ERRORS, WITH NO FURTHER OBLIGATIONS TO YOU, EVEN AFTER YOUR RECEIPT OF AN ORDER CONFIRMATION OR SHIPPING NOTICE FROM CARDINAL HEALTH. ANY PAYMENTS YOU MAKE TO CARDINAL HEALTH FOR ORDERS THAT ARE CANCELLED DUE TO PRICING ERRORS WILL BE REFUNDED.
5. Use of Products. You warrant that you have all required governmental licenses, permits and approvals required to purchase, use and/or store the products you purchase from Cardinal Health and that all your purchases from Cardinal Health are for your "own use", as such term is defined in judicial or legislative interpretation. Cardinal Health may immediately terminate your ability to make purchases if Cardinal Health determines that you or any facility owned, operated, or managed by you, directly or indirectly, has breached this "own use" limitation. You will comply with all laws, rules and regulations applicable to products purchased hereunder. Product returns shall be permitted at Cardinal Health's reasonable discretion.
6. Warranty. THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OUR SOLE OBLIGATION AND YOUR EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY WILL BE, AT OUR OPTION, TO REPAIR OR REPLACE THE PRODUCT.
7. Limitation of Liability. IN NO EVENT SHALL CARDINAL HEALTH BE LIABLE WHETHER IN CONTRACT OR TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OR LOSSES OF ANY NATURE OR FOR LOST REVENUE, LOST PROFITS OR LOST BUSINESS ARISING OUT OF YOUR PURCHASES FROM CARDINAL HEALTH OR THE USE OF PRODUCTS OR CARDINAL HEALTH'S FAILURE TO DELIVER ORDERED PRODUCTS. IN NO EVENT SHALL CARDINAL HEALTH'S LIABILITY FOR ANY ORDER UNDER THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY YOU FOR SUCH ORDER.
8. Discount Disclosure. If you receive any "discounts or other reductions in price" under Section 1128B(b)(3)(a) of the Social Security Act (42 U.S.C.1320- 7b(b)(3)(a)) from Cardinal Health, you may be required to disclose the discounts or reductions in price under any state or federal program which provides cost or charge-based reimbursement to you for the products or services you buy from Cardinal Health, or as otherwise requested or required by any governmental agency.
9. Choice of Law. This Agreement and all communications, disputes and performance under this Agreement shall be governed by the laws of the State of Ohio.
10. Confidentiality. You agree that all information on this Ordering Site and your purchase terms including price and this Agreement are confidential and may not be disclosed to third parties.
11. No Waiver. Failure to enforce a right does not waive it.