Customer hereby applies to become a customer of the Taiga Products Division of Independent Pharmacy Cooperative (“Taiga”) and represents, warrants and agrees that it meets the following criteria (“Customer Criteria”): (A) It has a license to purchase pharmaceuticals as a pharmacy or other organization and is considered in active status by its applicable state or territory licensing authority; and (B) It has fully and accurately completed and executed this application and related enrollment and other forms provided by Taiga. Customer will not become a customer of Taiga until this Application is accepted by Taiga, at which time Customer agrees to be bound by the terms of this Customer Agreement (“Agreement”). Customer may not be accepted as an Taiga customer for any reason not prohibited by law, including (i) failure to maintain a pharmacy or other license authorizing it to purchase pharmaceuticals; (ii) failure to meet credit standards established from time to time by Taiga, (iii) prior breach of agreements with Taiga; or (iv) conviction of a felony. Upon acceptance by Taiga, Customer agrees to the following terms of agreement (“Agreement”):
- To abide by the purchasing and credit policies of Taiga, as established and amended from time to time by Taiga.
- Taiga may request and be given pharmacy purchasing data relating to Customer from Taiga contracted manufacturers and Taiga vendors. Taiga may provide confidential pricing information to Customer, which confidential information Customer agrees to not disclose and to use only to analyze its own purchases and business.
- To promptly pay when due all amounts owing to Taiga for products and/or services supplied by Taiga.
- By providing Taiga with contact information, including any fax number(s), Customer agrees that Taiga, any primary wholesaler of Taiga, Taiga contracted manufacturers and Taiga vendors (collectively the “Vendors”) may use such information for phone, fax and email communications, including advertising communications, with Customer or its business. Notices under this Agreement may be provided by fax, email, mail or delivery service. Customer also agrees that Taiga may share Customer purchase data with city, state, territory or federal law enforcement and other government agencies upon receipt of a request for such information.
- If Customer fails to pay Taiga when due for merchandise ordered and received, Taiga is hereby authorized at any time and from time to time, without notice to Customer (any such notice being expressly waived by Customer) to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Taiga to or for the credit or account of Customer against any and all amounts due Taiga from Customer.
- Taiga shall provide Customer with product tracing information including transaction history, transaction information and a transaction statement (together, the “Transaction Information”) as provided in Subchapter H – Pharmaceutical Distribution Supply Chain Section 582(d)(1) of the Drug Supply Chain Security Act (the “Act”). Taiga shall confidentially maintain the Transaction Information on a secure electronic database on behalf of Customer for not less than six (6) years after the transaction. Within thirty (30) days following any termination of this Agreement, at the request of the Customer, Taiga shall provide all stored Transaction Information to Customer. Upon providing Customer with the stored Transaction Information, Taiga shall have no obligation to maintain the Transaction Information and Taiga may delete or destroy any and all Transaction Information. Customer is responsible for maintaining a copy of this executed Agreement as required by the Act.
- That Taiga reserves the right to suspend or cancel product shipments for any reason. Customer agrees to comply with Taiga “own use” or anti-diversion policies which may require that Customer make sales only to end users of pharmaceutical products and not for distribution (other than to Customer’s own pharmacies), and to defend, indemnify and hold harmless Taiga from any charge or penalty imposed by a vendor or government agency as a result of Customer’s violation of those policies.
- This Agreement may be terminated by either Customer or Taiga upon 30 days’ written notice. This Agreement may be amended or modified in writing as mutually agreed upon by the parties. In addition, Taiga may modify any provision of this Agreement upon thirty (30) days prior written notice to Customer. Customer shall be deemed to have accepted Taiga’s modification if Customer fails to object to such modification, in writing, within the thirty (30) day notice period. Modifications required by legislative, regulatory or other legal authority as determined by Cooperative, do not require the consent of Taiga or Customer and will be effective immediately upon Customer’s receipt of notice of amendment.
- This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Arizona without regard to principles of conflicts of laws. Any suit, action or other legal proceeding arising out of or relating to this Agreement shall be brought in Federal or State courts located in Phoenix, AZ having subject matter jurisdiction thereof, and both parties agree to submit to the jurisdiction of such forum. If any legal action or other proceeding, including arbitration, is brought for the enforcement of this Agreement because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fee, court costs (including, without limitation, attorney’s fees and expenses incident to any appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.