1. Acknowledgement and Acceptance of Terms and Conditions.

Except to the extent otherwise stated herein, these terms and conditions (the “Terms and Conditions”) set forth the terms governing the sale, purchase, and use of products and services provided by Blue Door Pharmacies, LLC (the “Company”), including through its divisions and DBAs.

“Customer” means any legal entity purchasing products or services from the Company, including without limitation:

a. commercial, research, or institutional customers purchasing products from the Company’s wholesale distribution division operating under the DBA Blue Door Pharma (“Commercial Product Customers”); and

b. medical practices, clinics, or provider groups utilizing the Company’s pharmacy services operating under the DBA Shady Grove Pharmacy pursuant to a prescription fulfillment relationship (“Prescription Fulfillment Customers” or “Practices”).

The Company may require, in its sole discretion and on a case-by-case basis, the execution of a separate purchase order, sales agreement, prescription fulfillment agreement, or similar contract (each, a “Supplemental Agreement”), the terms of which shall govern and supersede these Terms and Conditions to the extent of any inconsistency.

By placing an order for products, requesting a sales quote, submitting prescriptions for fulfillment, or otherwise engaging the Company for products or services, Customer agrees to be bound by these Terms and Conditions and any applicable Supplemental Agreement. These Terms and Conditions, together with any applicable Supplemental Agreement and related order documentation, constitute the entire agreement between the parties with respect to the applicable transaction or services.

2. Orders; Sales Quotes; Prescription Fulfillment Services

Commercial Product Customers may request a written sales quote (“Sales Quote”) from the Company for specified products and pricing. Sales Quotes are non-binding, subject to availability, and valid for twenty (20) days unless otherwise stated. To place an order based on a submitted Sales Quote, Commercial Product Customers must submit a Purchase Order to initiating the ordering process once a Sales Quote is approved. Purchase Orders must be submitted in writing, identify the products and quantities ordered, and include applicable NDC codes. Purchase Orders are not binding on the Company until accepted, fulfilled and invoiced.

Prescription Fulfillment Customers do not receive Sales Quotes. Instead, the Company dispenses patient-specific prescriptions pursuant to valid prescriptions received in accordance with applicable Pharmacy law and the governing Prescription Fulfillment Agreement. Pricing, dispensing parameters, and service terms for prescription fulfillment services are governed by the applicable Prescription Fulfillment Agreement or fee schedule in effect.

The Company reserves the right to refuse or suspend acceptance of any order or prescription in its sole discretion, including for compliance, regulatory, or credit reasons.

3. Payment and Invoicing

For Commercial Product Customers, Customer shall pay the prices set forth in the applicable Purchase Order and corresponding Invoice (the “Price”). The Company shall issue an invoice for all accepted orders. Unless otherwise agreed in writing, invoices are payable within thirty (30) days of the invoice date. Extended payment terms, if approved, must be memorialized in writing and reflected on the invoice.

For Prescription Fulfillment Customers, the Company shall invoice Customer on a consolidated monthly basis for prescription fulfillment services rendered during the applicable calendar month. Unless otherwise agreed in writing, such invoices are payable within thirty (30) days of the invoice date.

Payment shall be made by check, ACH, or wire transfer pursuant to Company instructions. The Company may suspend shipments or prescription fulfillment services for non-payment. Late payments may be subject to interest, administrative charges, or collection costs to the extent permitted by law and the applicable agreement.

4. Delivery; Title; Risk of Loss

For Commercial Product Customers, the Company shall ship products in accordance with industry standards. Title and risk of loss transfer to Customer upon tender to the carrier at the point of shipment. Claims for shortages or errors must be made in writing within three (3) days of confirmed delivery. Shipping dates are estimates only.

This Section does not apply to patient-specific prescriptions dispensed by Shady Grove Pharmacy, which are governed by applicable pharmacy laws and the Prescription Fulfillment Agreement.

5. Non-Cancellable; No Returns

Except as required by applicable law or expressly stated in a Supplemental Agreement, Commercial Product Customer orders are non-cancellable once accepted, and products are non-returnable, non-refundable, and non-creditable once shipped.

Prescription fulfillment services are governed by applicable pharmacy law and the Prescription Fulfillment Agreement.

6. Customer Representations and Warranties

Customer hereby represents and warrants that it shall comply with any and all applicable laws, regulations, statutes, standards, codes, and ordinances with respect to the order, purchase, and use of the Products from Company. Customer further represents and warrants that it has all required licenses, permits, and approvals required to purchase, use and/or store the Products it purchases from Company and that Customer’s purchase of the Products are for Customer’s “own use,” as such term is defined in applicable judicial or legislative interpretation. Customer shall use the Products in accordance with their intended use, shall not misuse the Products in violation of these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, or any applicable law or regulation, and shall not resell, rent, or lease the Products. Company may immediately terminate Customer’s ability to submit Orders or purchase or use Products if Company determines that Customer, any affiliated or related entity to Customer, or facility owned, operated, or managed by Customer, directly or indirectly, has breached these representations and warranties herein.

Prescription Fulfillment Customers represent and warrant that all prescriptions submitted are valid, issued by properly licensed providers, and compliant with applicable law. Customer acknowledges that the Company acts solely as the dispensing pharmacy and does not provide medical decision-making or clinical judgment.

The Company may suspend or terminate services immediately upon determining a breach of this Section.

7. Excuse for Nonperformance

The Company is not responsible or liable to Customer for any delay in the performance of, or failure to perform, any of its obligations hereunder, if such delay or failure arises from, is caused by, or relates to Customer’s breach of these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, Product or supply shortages or limitations, disruption in supply chain interfering with Company’s ability to obtain Products, closed or restricted distribution channels imposed by the Product manufacturer, labor shortages, transportation issues, strikes, embargoes, war, acts of terrorism, trade restrictions, riots, government rules, regulations, or orders, including orders or judgments of any court or commissions, delay or failure in obtaining necessary permits, licenses, or approvals, theft, natural disasters, Acts of God, pandemics, the presence of hazardous, toxic or other dangerous materials, any other issue related to the Products, or any other cause or condition beyond the control of the Company.

8. Disclaimer of Warranties; Limitation of Liability

COMPANY DOES NOT PROVIDE MEDICAL ADVICE. PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Nothing herein disclaims duties that cannot be disclaimed under applicable pharmacy or healthcare law.

IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. COMPANY’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO COMPANY IN THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Indemnification

Customer shall indemnify, defend, and hold harmless Company and its affiliates, owners, managers, employees, and agents from any claims, damages, liabilities, or expenses arising from:
(i) Customer’s breach of these Terms or any Supplemental Agreement;
(ii) Customer’s misuse of products, submission of invalid prescriptions, or violation of law; or
(iii) third-party claims arising from Customer’s acts or omissions.

10. Confidential Information

Customer agrees not to use, disclose, divulge, reveal, recreate, reproduce, publish, or transfer to any person any and all Confidential Information of the Company, which term shall include any information not in the public domain, in any form, possessed by, used by, under the control of, emanating from, or otherwise relating to the Company.

11. Governing Law; Jurisdiction; Attorneys’ Fees

These Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, and the Order shall be interpreted, construed, and governed according to the laws of the State of Maryland, without regard to any otherwise applicable choice of law provisions. Customer hereby consents to the exclusive jurisdiction in the State of Maryland and agree that the Courts situated in Montgomery County, Maryland shall have exclusive jurisdiction over any issues regarding these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, or the Order. Customer agrees to accept service of process pursuant to Maryland Rules and procedures. In the event of any legal action arising hereunder or between the parties, the substantially prevailing party shall be entitled to an award of its costs and expenses (including but not limited to attorneys’ fees) to be paid by the non-prevailing party. Notwithstanding the foregoing, Customer agrees to pay all attorneys’ fees and costs incurred by Company in the collection of any outstanding amount it owes to Company and, in the event the Customer owes any outstanding amount to the Company, the Company may, in addition to any other remedies which the Company may have under law or equity, elect to either suspend or terminate its obligations to perform any of its obligations, including providing any Product, and Customer shall immediately pay Company for all Products ordered up to the time of such election.

12. Miscellaneous

These Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, may be amended, modified, or revised from time to time by the Company. Company may assign its obligations under the Order and Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, at any time. These Terms and Conditions, and/or the purchase order or the purchase and sale agreement, as applicable, and the Order shall be binding upon, and inure to the benefit of, Customer and Company, and their respective heirs, personal and legal representatives, legatees, trustees, executors, successors and assigns. If any provisions of these Terms and Conditions, and/or the purchase order or the purchase and sale agreement, as applicable, shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any way affect or render invalid or unenforceable any other provision of these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, and these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, shall be carried out as if such invalid or unenforceable provision were not contained herein. A failure by Company to enforce any right under these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable, shall not at any time constitute a waiver of such right or any other right and shall not modify the rights or obligations of the Company under these Terms and Conditions and/or the purchase order or the purchase and sale agreement, as applicable.