SALES TERMS AND CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS DISCLAIMERS, LIMITATIONS AND EXCLUSIONS.
OFFER, CONFIRMATION, AGREEMENT
The following sales terms and conditions (“Terms”) apply to the sale or supply of all products (“Products”) by Cardinal Health Canada Inc. (“Cardinal Health”) to you (“Customer”) and will form a necessary part of any Offer or Agreement (as defined below) therefore. Customer’s ordering of Products from Cardinal Health constitutes acceptance of these Terms, as such Terms may have been updated through the date of such order. As used herein, “Agreement” means any written contract for supply, distribution, sale, or license of any Products entered into between Cardinal Health and Customer, or any purchase order that is issued by Customer and accepted by Cardinal Health; and “Offer” means any quotation, proposal or offer provided to Customer by Cardinal Health.
The terms “agreed”, “consent”, “confirmed”, “accepted”, "informed”, “notified” or “notice” and documents or acts of similar meaning will be deemed to be required to be done in writing, where "in writing" means hand-written, type-written, printed or electronically made, and resulting in a permanent record. The terms "includes" or "including" will be construed without limitation to the generality of preceding words.
Any different or additional terms in any purchase order, blanket instructions, terms of purchase or other writing from Customer will be deemed a material alteration of these Terms and are expressly objected to and rejected and will be of no force or effect. Commencement of performance or shipment will not be construed as acceptance of any of Customer's terms or conditions. Course of performance or usage of trade will not be applied to modify these Terms.
These Terms may be amended by Cardinal Health from time-to-time, in its sole discretion, provided that in respect of an Agreement or an Offer the version of the Terms applicable as of the effective date of the Agreement or the date of the Offer will apply.
Offers by Cardinal Health are open for acceptance within the period stated in such Offer or, in the event that no period is stated, within thirty (30) days from the date of the Offer, provided that Cardinal Health may amend, withdraw or revoke any Offer at any time prior to the receipt by Cardinal Health of the acceptance of an Offer. No order submitted by Customer will be deemed final or accepted by Cardinal Health unless and until confirmed by Cardinal Health. Cardinal Health will contact the Customer if all or any portion of the order is canceled or if additional information is required to accept Customer’s order. If an order placed online is cancelled, after Customer’s credit card has been charged, Cardinal Health will issue a credit to the credit card Customer used to make the purchase in the amount of the charge.
Customer is solely responsible for the accuracy of any order, including with respect to the specification, configuration or other requirements of Products, and functionality, compatibility and interoperability with other products (not authorized by Cardinal Health), as well as fitness for particular use. Customer warrants that the information provided to Cardinal Health is complete, accurate and true, and Customer acknowledges that a failure to provide complete, accurate and true information or instructions to Cardinal Health may detrimentally affect Cardinal Health’s ability to discharge its obligations or exercise its rights under these Terms or the Agreement.
Any catalog, specification, price sheet or other similar documentation prepared by Cardinal Health is strictly for convenience only and will not be deemed as an Offer. Cardinal Health believes such documentation is complete and accurate at time of printing, but Cardinal Health does not warrant that such documentation is error free. Cardinal Health will not accept responsibility for any damages in connection with errors of measurements, descriptions, application recommendations and the like.
Any descriptions or claims of any third-party products published on Cardinal Health’s website have been obtained from a third party. The Customer acknowledges and agrees that Cardinal Health have not taken any steps whatsoever to verify or otherwise validate the accuracy, completeness or suitability of any information contained in such descriptions. Accordingly, Cardinal Health will not comment on any matters concerning such third-party products or accept any liability related to their product claims or performance. However, Cardinal Health will endeavour to provide the Customer the applicable third party’s contact information for any such product upon request.
Assumptions, exclusions and qualifications stated by Cardinal Health in Offers, Agreements or otherwise will direct the Agreement and will be construed as part thereof and guide its execution and interpretation.
In the event that Customer resells Products or incorporates Products in offerings to its customer, Customer shall ensure that all its customers and/or end users of Products comply with all relevant Customer’s obligations under the Agreement and these Terms, and that the terms of its agreement with each of its customer(s) or end user(s) are consistent with the Agreement and these Terms, failing which Customer shall indemnify, defend and hold harmless Cardinal Health and its affiliates, and their officers, directors, agents, employees, successors, and assigns from and against, all losses, liabilities, costs (including legal costs) and expenses arising out of or in connection with any non-compliance.
PRICING
Customer shall pay all prices and fees in accordance with the then-current list or Offer price for the Products and this section (“Prices”). Prices are in Canadian dollars. Prices do not include and Customer is responsible for any tariff, duties, brokerage fees, sales, use, excise, gross receipts, value-added, or other similar tax, surcharge or assessment to the Product (each, a “Tax”).
Cardinal Health reserves the right to adjust Prices for Products not yet delivered if Cardinal Health’s cost to manufacture or supply Product(s) increases due to an increase in the cost of raw materials, governmental action, a force majeure event, or any other event beyond Cardinal Health’s reasonable control that causes the cost of the Product, distribution services, or combination thereof to increase (an “Extraordinary Event”), then Cardinal Health will have the right to (i) increase the price of such Products or adjust the invoice in any other appropriate manner by an amount equal to the cost increase resulting from such Extraordinary Event on the invoice for the Product; or (ii) remove such Product from the Agreement.
Cardinal Health will not be held accountable for maintaining Price on Products should the manufacturer alter the price of Products or discontinue the supply of said Products. Cardinal Health reserves the right to modify or discontinue Products at any time without prior notice to Customer. Cardinal Health will endeavour to source and identify to Customer substitute Products, which will be offered at the then current market price. A change in a Product may occur after the Customer places an order but before Cardinal Health ships the Products. As a result, the Products Customer receives might display minor differences from Products requested in the Customer’s order. However, modified or substituted Products will meet all material specifications of the original Products requested in such order.
Pricing errors may occur 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 Customer, even after Customer’s receipt of an order confirmation or shipping notice from Cardinal Health. Any payments Customer make to Cardinal Health for orders that are cancelled due to pricing errors will be refunded.
All prices for Products are based on average price of crude oil per barrel of US$70.00 on the West Texas Intermediate Crude Oil Index. Unless otherwise agreed to in writing, Cardinal Health reserves the right to apply a fuel surcharge to all orders (“Fuel Surcharge”) once the 3-month average price of fuel exceeds US$70.00 per barrel. For clarity, for every US$5.00 the average cost of a barrel of oil increases above US$70.00, Cardinal Health will add $0.50 CAD to the Fuel Surcharge. Conversely, as the average cost of fuel decreases, the Fuel Surcharge will decrease until the average cost of a barrel of oil reaches US$70.00, at which point the Fuel Surcharge will be zero. For example, if the 3-month average price of a barrel of crude oil (with a 30-day lag to allow for operationalization) stands at US$107.00, Cardinal Health will add a Fuel Surcharge of $4.00 CAD to each order. However, if the 3-month average price of a barrel of crude oil (with a 30-day lag to allow for operationalization) stands at US$69.00, Cardinal Health will not apply a Fuel Surcharge. The Fuel Surcharge will be reviewed quarterly by Cardinal Health and any Fuel Surcharge will be added to the invoice.
PRODUCT DELIVERY
Unless agreed otherwise, Products will be delivered DAP destination (INCOTERMS latest version), pre-paid by Cardinal Health’s private truck or common carrier as determined by Cardinal Health in its sole discretion. Cardinal Health reserves the right to apply a shipment charge in the event (i) that the Customer’s order contains capital equipment Product(s); (ii) that the Customer’s order fails to meet the Minimum Order Policy pursuant to section 4; and/or (iii) that the Customer requests a means of transportation that differs from the mode of transportation selected by Cardinal Health. In such event, Customer will assume responsibility for any freight costs and any risk of loss in transport. Orders where a combination of freight rates apply (more than one freight rate applies between origin and destination) will be shipped DAP the first transfer point freight prepaid and collect beyond. Dates communicated or acknowledged by Cardinal Health are approximate only, and Cardinal Health will not be liable for, nor will Cardinal Health be in breach of its obligations to Customer, for any delay in delivery or performance, provided that Cardinal Health shall use commercially reasonable efforts to meet such dates. In the event of delay, Cardinal Health shall use commercially reasonable efforts to deliver Products within a period that is reasonably needed given the cause of the delay, failing which Customer's sole and exclusive remedy will be to cancel the purchase order for undelivered Products.
Any short shipments identified at the time of delivery must be noted on the consignee copy of the freight bill. A Cardinal Health Customer Service Representative must be notified and provided with all detailed information within five (5) business days of shipment receipt.
Title and Risk of damage to or loss of Products will pass to Customer (i) upon delivery by Cardinal Health to Customer in accordance with the applicable INCOTERM.
Customer shall note any damage to Products caused in transit, or shortages thereto, on transport documentation immediately upon receipt of Products, with due regard to applicable instructions by Cardinal Health or the carrier. All Products delivered under the Agreement will be deemed accepted by Customer as conforming to the Agreement, and Customer will have no right to revoke any acceptance, unless Customer provides Cardinal Health notice of a claimed nonconformity within seven (7) days of the date of delivery. Notwithstanding the foregoing, any use of a Product by Customer or its customers after delivery will constitute acceptance of that Product by Customer. Cardinal Health shall at its option and within a reasonable time, correct nonconformities by either repair, make available parts, replace or deliver missing Products, or credit the Price paid by Customer for undelivered Products.
Minor Nonconformities will not prevent or suspend acceptance by Customer of the Products, and Cardinal Health shall correct these within a reasonable time. “Minor Nonconformities” are nonconformities or anomalies that do not hinder the overall operation and intended use of Products in accordance with the specifications.
In the event of delay or interruption in delivery of Products for reasons not attributable to Cardinal Health or due to a Variation, the timelines for performance by Cardinal Health will be amended accordingly. Cardinal Health will be entitled (in addition to the increased costs referred to in section 2(c)) to a reasonable compensation by Customer for any damages and/or costs incurred by such delay.
In the event that an Agreement contains (minimum) stock requirements for Cardinal Health, Customer shall at first request of Cardinal Health purchase Products kept in stock under such requirement.
Except for financial reasons, if the performance of this Agreement or any obligation hereunder is prevented by circumstances beyond the reasonable control of the party affected, including and without limitation, fire, explosion, power failure, Acts of God, shortages of materials and supplies, breakdowns in or the loss of production, acts of war or terrorism, strikes, lockouts, labour controversies, pandemics, epidemics, quarantine restrictions, and amendments to applicable laws, regulations or governmental controls (“Force Majeure”), then the party affected shall be excused from such performance for the circumstance duration. In the event that Force Majeure event extends (or is reasonably expected by Cardinal Health to extend) for a period of three (3) consecutive months, Cardinal Health will be entitled to cancel all or any part of an Agreement without any liability towards Customer.
Any requests for proof of delivery can be obtained from shop.cardinalhealth.ca.
Any cancellation, delay or other change by Customer of a purchase order previously accepted by Cardinal Health will require the prior approval of Cardinal Health and the approval will be without prejudice to any rights or remedies Cardinal Health may have under the Agreement or at law. Cardinal Health will make commercially reasonable efforts to accommodate requests for order cancellation, provided that all online orders are non-cancellable unless approved by Cardinal Health. Any request to cancel purchase orders or online orders must be received by Cardinal Health within forty-eight (48) hours of submission of Customer’s original order. In the event a cancellation notice has not been received within forty-eight (48) hours, all orders will be deemed to be non- cancellable. If, on request of Customer, Cardinal Health agrees to any such change in purchase order or a change in an Agreement, including an (partial) cancellation, delay or suspension, the addition, omission, alteration, substitution or modification of Products (each, a “Variation”), or a Variation is required due to (i) changes in applicable laws, regulations or industry standards, (ii) emergency situations, (iii) incorrect or incomplete information provided by Customer, or (iv) non-compliance by Customer of any of its obligations under an Agreement, Customer shall reimburse Cardinal Health for all costs and expenses incurred in respect of such Variation promptly on first request. Notwithstanding anything to the contrary contained herein, if Customer has elected to purchase Special Order Products, Customer understands and agrees that any Orders for Special Order Products may not be cancelled, withdrawn, rescheduled or otherwise modified by Customer, and Customer further understands and agrees that such Special Order Products, may not be returned, refused or rejected for any reason whatsoever. Further, Customer shall not be entitled to a credit or refund for such Special Order Products for any reason whatsoever. Customer shall indemnify and hold Cardinal Health harmless for any and all delays, claims, losses, liabilities, costs or expenses related to Special Order Products. For the purpose of this Order, a “Special Order Product” shall mean any Product that is custom ordered or configured to Customer’s specifications (including custom packs), any capital equipment Products such as furniture, or otherwise designated as a Special Order Product by Cardinal Health.
ORDERING; MINIMUM ORDER POLICY
Unless otherwise agreed to or instructed by Cardinal Health, all orders must be placed and transmitted via Electronic Data Interchange (EDI) or online at shop.cardinalhealth.ca.
Unless otherwise indicated on the Cardinal Health Offer, a minimum order amount (before applicable taxes) will be required for all orders. Customer shall submit each order in conformity with Cardinal Health’s minimum order amount. Any order below a minimum order amount (before applicable taxes) will be subject to a minimum order handling fee of $20.00 per order.
PAYMENT TERMS/INVOICES
Standard (Non-Online) Orders: Cardinal Health may require Customer to (i) make net payment within thirty (30) days of date of invoice to the designated bank account of Cardinal Health; or (ii) make an advance payment of (all or part of) the Price. Customer shall pay all amounts due to Cardinal Health in full without any set-off, counterclaim, deduction or (tax) withholding. Invoices not paid according to Cardinal Health terms of sale are subject to a late payment charge of 1.50% per month (18% per annum) or the highest amount allowed by law, if lower. Any portion of an invoice that is disputed must be explained to determine whether credit is due. To expedite resolution of Customer’s dispute, please enclose a copy of disputed invoice along with Customer’s remittance. Fees and costs, including but not limited to, collection agencies fees and legal fees, incurred by Cardinal Health in connection with collection of any invoices that are in arrears shall be the responsibility of Customer
Unless otherwise agreed by Cardinal Health, cheques or Electronic Funds Transfer (EFT) will be the acceptable forms of payment for Cardinal Health. Any payment to Cardinal Health by method of credit or charge card will be subject to a processing fee, as reasonably determined by Cardinal Health in its sole discretion, added to the invoice and charged at the time of processing.
Online Orders: Customer shall make net payment, without any set-off, counterclaim, deduction or (tax) withholding, at the time of online order by a valid Visa® or MasterCard® card number. By providing Cardinal Health with your credit card number, Customer authorizes Cardinal Health to charge the card for all charges generated under the online order. Use of a credit card to pay for the online order is governed by the credit card issuer agreement with the Customer. Customer must refer to that agreement for your responsibilities and liabilities as a cardholder. Cardinal Health shall not be responsible in the event your credit card limit is insufficient to cover payment.
USE OF PRODUCTS
Customer shall use Products only for their intended purposes and in accordance with all instructions contained in the manuals, guidelines, warranty terms and any other terms and conditions applicable to such Products or provided by any personnel of Cardinal Health, deployed or subcontracted by Cardinal Health in the performance of an Agreement (“Personnel”).
Cardinal Health shall not be responsible for the failure of any of its Products to provide the expected performance, benefits, effects or outcome arising from: (i) Customer’s failure to comply with the terms under the Agreement; (ii) Force Majeure and other unusual external influences; or (iii) Variations.
IMPORTANT: THE REUSE OF SINGLE USE DEVICES CAN RESULT IN SERIOUS RISK AND INJURY TO PATIENTS. Cardinal Health shall not assume any liability whatsoever related to the reuse of any single use devices. Warranty or repairs related to the reuse of the single use products on equipment shall be null and void.
LIMITATION OF LIABILITY
Notwithstanding any provision to the contrary, CARDINAL HEALTH SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, OR LOST BUSINESS, OR FOR THE USE OF PRODUCTS OR CARDINAL HEALTH’S FAILURE TO DELIVER PRODUCTS) ARISING OUT OF THese terms or an AGREEMENT.
LIMITED WARRANTY AND DISCLAIMER
To the maximum extent permitted by applicable law, all Products are sold or otherwise provided to Customer on an “as is”, “where is” and “with all faults and errors” basis. Cardinal Health and our agents, suppliers and licensors expressly disclaim any warranties and conditions of any kind, whether express, implied or statutory, including, without limitation, merchantability, fitness for a particular purpose, accuracy, non-infringement of third-party rights, and any warranties arising out of course of dealing or usage of trade, with respect to all Products.
Notwithstanding the foregoing, some Products may be covered by warranties provided by the original third-party manufacturer. Such third-party warranties may vary from Product to Product. It is the Customer’s responsibility to consult the applicable Product documentation for specific warranty information. Customer acknowledges that such third-party warranties may be limited or voided if unauthorized persons perform support service on the Product covered. It is the Customer’s responsibility to ensure that any third-party warranties are acceptable to the Customer prior to purchasing any Product. Cardinal Health does not take responsibility for third party warranties.
Any indemnification and warranty obligation of Cardinal Health under an Agreement will not establish, by themselves, any liability to third parties or the public. Nothing in an Agreement will be construed to create any obligation, standard of care or liability to persons or third parties.
If a recall, update, withdrawal or any other remedial action related to any Product is required, Customer shall fully cooperate and shall provide such assistance as Cardinal Health may require. Customer shall keep accurate books and records to assure traceability of the Products in the event of a Product recall or any other remedial actions.
SUBJECT TO THE EXCLUSIONS AND LIMITATIONS SET OUT IN THE AGREEMENT, AND SUBJECT TO APPLICABLE LAW, SECTIONS 7 AND 8 STATE THE ENTIRE LIABILITY OF CARDINAL HEALTH AND ITS AFFILIATES IN CONNECTION WITH DEFECTIVE PRODUCTS, REGARDLESS OF WHEN THE DEFECT ARISES, AND WHETHER A CLAIM, HOWEVER DESCRIBED, IS BASED ON CONTRACT, WARRANTY, INDEMNITY, TORT OR EXTRA-CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WILL EXTEND DIRECTLY TO CUSTOMER ONLY AND NOT TO ANY THIRD PARTY, INCLUDING CUSTOMER’S CUSTOMERS, AGENTS OR REPRESENTATIVES. CARDINAL HEALTH EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AGAINST INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AN ESSENTIAL PURPOSE OF THE LIMITED EXCLUSIVE LIABILITIES AND REMEDIES UNDER THE WARRANTY IS ALLOCATION OF RISKS BETWEEN CARDINAL HEALTH AND CUSTOMER, WHICH ALLOCATION OF RISKS IS REFLECTED IN THE PRICES.
RETURNED GOODS POLICY
All returns must be authorized by the Customer Service Representative.
Each request must include the following:
Account Information including Account Number,
Invoice number or Purchase Order or online order number,
Quantity, catalogue number, unit of measure, lot number and expiry date; and
Reason for return.
The return shipment must be coordinated with the Customer Service Representative, who will advise of the proper mode of transport and Product return location. A Return Goods Authorization (RGA) number or Return Material Authorization (RMA) number will be issued and must be clearly referenced with your return paperwork. Products must be returned within 10 days of obtaining the RGA or RMA number, in original packaging, otherwise acceptance cannot be assured. Upon satisfactory inspection of returned Products, a credit will be issued.
Quality and Regulatory Complaint returns – Customer will promptly notify Cardinal Health of any potentially defective or hazardous product (or any health or safety issues generally, including but not limited to any instances or suggestions of injury or death) with respect to any Products delivered to you by Cardinal Health. You agree to keep an adequate record of the Products that are received from Cardinal Health that may be needed to facilitate a recall, if necessitated. A Product complaint must be logged prior to issuing an RGA/RMA. An RGA/RMA will be provided once the complaint is reviewed and qualified for return.
Products ordered in error are to be returned prepaid. A minimum restocking fee is applicable. This value is dependent on the item being returned and/or the vendor’s return policy.
Products shipped in error are to be returned collect via Cardinal Health’s carrier of choice, or private fleet.
Returns may not be authorized for a variety of reasons including but not limited to the following:
Any item not purchased from the company;
Any item purchased on a “Special Order” basis (unless the original vendor will accept the return). A minimum restocking fee is applicable. This value is dependent on the item being returned and/or the vendor’s return policy;
Expired or short dated Products (less than six-month expiration);
Food Products including non-expired items. Some manufacturers may authorize returns/credit under specific conditions. Customer Service Representative will advise the Customer per manufacturer’s return policy;
Any Product for which special storage requirements are required (e.g., refrigeration);
Partial units of sale;
Merchandise past 60 days of invoicing;
Products not in original, unopened packaging;
Drug Products: Manufacturers from time to time may authorize returns under strict conditions. These conditions and any requirements presented must be met (documentation / proof of temperature etc.). Note that irrespective of Manufacturer direction, home patient and non-healthcare facilities drug returns are not permitted under any condition; and
Natural Health Products (NHP), which are home patient returns, and/or the customer does not complete the applicable Storage form.
Procedures for handling damaged Products and freight claims:
Inspect all shipments the day that they are received;
Any shipment damaged in transit requires an inspection from the delivering carrier. Noticeable damage must be noted on the consignee copy of the freight bill at the time of delivery, or the claim will be disallowed;
Shipping discrepancies must be reported within five (5) business days of delivery;
Concealed damage must be reported and a request for inspection made within five days of delivery;
Inspection results in a damage report, which is mandatory when filing a claim, per Department of Transport regulations;
Retain the merchandise in original packaging pending carrier inspection;
Contact the delivering carrier and request an inspection within five days for receipt of shipment; and
Notify Cardinal Health’s Customer Service Representative and provide all detailed supporting information.
Transportation charges may apply based on customer location and reason for return. This will be calculated based on a flat charge or a percentage of the invoice value.
Requests for NHP Product returns (either Cardinal Health error or customer error) that are not due to Product complaints:
Customer Service Rep must procure the “Storage Condition Confirmation Form” prior to providing any RGA (and forward it to return coordinators). Non-stock adjusting credits are not allowed unless the expectation is for the Product not to be returned to stock. This may change from time to time based on Health Canada requirements and guidance.
EXPORT/IMPORT CONTROLS
Customer is not authorized to, and shall not, export Products purchased from Cardinal Health outside of Canada without Cardinal Health’s express written consent, which consent may be withheld, conditioned, or delayed in Cardinal Health’s sole discretion.
In the event that the Customer obtains consent from Cardinal Health to export certain Products, Customer acknowledges and agrees that certain transactions of Cardinal Health may be subject to export or import controls laws and regulations that prohibit or restrict the (re-)export or transfer of certain items to certain countries, entities or individuals, such as the laws and regulations of the UN, EU, US and Canada (“Export Regulations”). Customer will not directly or indirectly sell, export, (re-)export, or transfer any Products, technology, or software (1) in violation of any applicable economic sanctions or trade embargoes; or (2) for restricted end uses or to restricted end users unless authorized under applicable laws and regulations. The (re-)export or transfer of Products, as well as technical assistance, training, investments, financing, financial assistance, brokering and licensing of technology, are subject in all respects to the applicable Export Regulations and to the jurisdiction of the relevant authorities responsible for Export Regulations. If any such (re-)export or transfer requires an export or import license, or is otherwise prohibited or restricted under Export Regulations, Cardinal Health may, in its sole discretion, suspend its obligations to Customer until such license is granted or for the duration of any restrictions or prohibitions, or terminate (the relevant part of) the Agreement without incurring any liability. Additionally, Customer shall impose all export control restrictions to any third party if the Products are (re-)exported or transferred to third parties. At the request of Cardinal Health and if required by applicable Export Regulations, Customer shall inform Cardinal Health on any (re-)export or transfer of the Products in order to comply with Export Regulations and any other regulatory responsibilities governing the sale of the Products, including requirements on the traceability of Products that may apply to Cardinal Health. Customer shall not provide any statement or certification in support of restrictive trade practices or boycotts.
With regard to any breach or non-compliance of obligations under this section 10, Customer shall fully indemnify, defend and hold harmless Cardinal Health and its affiliates, and their officers, directors, agents, employees, successors, and assigns from and against, all penalties, losses, liabilities, costs (including legal costs) and expenses arising out of or in connection with any such breach or non-compliance.
COMPLIANCE WITH LAWS; ANTI-BRIBERY
Customer shall at all times comply and shall take all actions reasonably necessary to ensure that its business partners shall comply, with all applicable local and international laws and regulations, including on anti-bribery and anti-corruption and the Export Regulations. Accordingly, Customer shall conduct its business honestly and not engage in any act of bribery or corruption.
Should Cardinal Health receive any indications about a breach of the obligation under (a) Customer shall cooperate and provide Cardinal Health with all information required to allow Cardinal Health to verify such indications, and if founded, section 12 will apply.
BREACH; SUSPENSION; TERMINATION
In the event of (i) a breach by Customer of any of the provisions of the Agreement or these Terms, including any failure to pay any amount as and when due; or (ii) in the reasonable opinion of Cardinal Health, the financial position of the Customer (or a material change thereof) is likely to affect Customer’s ability to perform its obligations under the Agreement; or (iii) any proceedings in insolvency, bankruptcy (including reorganization), liquidation or winding up are instituted by or against Customer, whether filed or instituted by Customer (voluntarily or involuntarily), a trustee or receiver is appointed over Customer, or any assignment is made for the benefit of creditors of Customer; or (iv) Customer ceases, or threatens to cease, to carry on business, or (v) the control over or ownership of Customer changes, then Cardinal Health may declare all amounts outstanding by Customer immediately due and payable and may set off any amount that Cardinal Health (or any of its affiliates) owes to Customer under any agreement including any advance payments or deposits made by Customer, against amounts due pursuant to section 12(b). In addition, Cardinal Health may in its sole discretion by notice to Customer with immediate effect suspend or cancel any performance due from Cardinal Health (including production, delivery of Products, and obligations under warranty) or terminate the Agreement or any part thereof, without any liability, and/or suspend or cancel any credit terms offered to Customer. Cardinal Health may only use the right to terminate an Agreement pursuant to this section if, in respect of an event under (i) above that is capable of being remedied, Customer fails to remedy the breach within fourteen (14) days, or in respect of an event under (ii), Customer fails to provide Cardinal Health with a bank guarantee or other security to the satisfaction of Cardinal Health within fourteen (14) days.
Customer shall indemnify, defend and hold harmless Cardinal Health and its affiliates, and their officers, directors, agents, employees, successors, and assigns from and against, all losses (including loss of profits or turnover), liabilities, costs (including legal costs and costs incurred in relation to unfinished Products) and expenses arising out of or in connection with any of the following events: (i) a breach by Customer of any of the provisions or obligations of the Agreement or these Terms, or the occurrence of any of the other events set out in section 12(a); (ii) any claim by third parties for any loss, damage or injury or death caused or alleged to be caused by the negligent use, application, or installation of Products, or caused by any modification of Product or integration of Product into other products not authorized by Cardinal Health, by Customer or its contractors, agents, affiliates or customers to whom it sold Product; (iii) any breach by Cardinal Health of its obligations under third party contracts caused by Customer’s actions or omissions, or (iv) non-compliance by Customer with section 3(i), in which event costs will include the full replacement costs of Products or other equipment.
Upon (early) termination or expiration of an Agreement, (i) all rights and licenses granted to Customer under that Agreement will immediately cease; (ii) Customer shall return, delete (including from all hard disks and memory) or destroy (and a duly appointed officer shall certify to such destruction) all information disclosed under section 13, and all copies thereof; (ii) return to Cardinal Health, at the costs of Customer, any Products of which (legal) title has not passed to Customer (in accordance with section 3); and (iii) all reasonable costs and expenses incurred by Cardinal Health (including a reasonable profit) for any activities related to work performed by Cardinal Health prior to such termination will be considered due, payable and non-refundable.
In the event of a suspension that lasts for more than two (2) months, the provisions of section 12(c)(iii) will also be applicable to any activities related to work performed by or for Cardinal Health prior to such suspension.
The rights of Cardinal Health pursuant to this section 12 will be in addition to any other rights and remedies Cardinal Health may have at law or in equity. In the event of termination of an Agreement, the terms and conditions destined to survive such termination or expiration will so survive. Termination will not affect the rights of the parties accrued up to the date of termination.
CONFIDENTIALITY
Cardinal Health and the Customer each agree that all inventions, know-how and all other business, technical and financial information they obtain from the other party is the confidential property of the disclosing party (“Confidential Information”). Except as expressly allowed under this Agreement, each party will hold in confidence and not use or disclose any Confidential Information of the other. The foregoing nondisclosure obligation shall not apply to information that a party can document was known to that party prior to disclosure, or has entered the public domain and is generally available to the public without a breach of these nondisclosure obligations, or to disclosures which are required by law or in legal proceedings. The parties shall, upon the termination of the Agreement or the request of the other party at any time, return all tangible manifestations (including copies and reproductions) of Confidential Information received by that party pursuant to this Agreement. Each party shall use commercially reasonable efforts to prevent unauthorized use or disclosure of the Confidential Information of the other and shall use protective measures no less stringent than those used by it in its own business to protect its own confidential information.
PRIVACY
Cardinal Health is committed to respecting the privacy of the personal information of the individuals with whom it interacts. Cardinal Health has developed a Privacy Policy to describe the policies and practices and how personal information of those individuals who visit the Cardinal Health website is collected, used and/or disclosed. Please see the Cardinal Health Privacy Policy (https://shop.cardinalhealth.ca/en/chc/privacy-policy) for further details.
BINDING NATURE AND ASSIGNMENT
This Agreement is binding upon both Cardinal Health and the Customer and their respective successors and permitted assignees. Customer may not assign an Agreement, or any of its rights or obligations thereunder, without the prior written consent of Cardinal Health. Cardinal Health may delegate, assign, sell, novate or subcontract in part or in whole its obligations and rights (including receivables) under any Agreement to any of its affiliates or any third party without the prior consent of Customer – and if such consent would be required under applicable law, such consent is herewith provided – in which event Customer shall cooperate with Cardinal Health’s efforts, including providing relevant information, executing documents and making payments to accounts or third parties as notified by Cardinal Health.
GOVERNING LAW
This Agreement shall be construed and the relations of the parties shall be determined, in accordance with the substantive laws of the Province of Ontario without regard to its principles of conflict of laws. Any dispute between the parties relating to this Agreement shall be resolved exclusively in the courts of Toronto, Ontario, provided that Cardinal Health will always be permitted to bring any action or proceedings against Customer in any other court of competent jurisdiction. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts.
MISCELLANEOUS
Cardinal Health reserves the right, in its sole discretion at any time and without advance notice, to unilaterally terminate, withdraw, suspend, restrict or otherwise modify any rewards program, including but not limited to any points program, in whole or in part, including what constitutes a qualifying purchase, the calculation or redemption or expiry of rewards, participant eligibility, participation conditions, termination of a rewards program, and any other aspects of such program, even if such modification impacts the value of rewards already accumulated or being accumulated. If any modification to the rewards program is unacceptable to a participant of such program, the participant’s sole recourse is to terminate participation in such program, by way of notice to Cardinal Health. If the participant continues to participate, such participation constitutes the party’s binding acceptance of the modification. At all times, participants are solely responsible for remaining knowledgeable about, and in compliance with, applicable laws, orders, regulations, directions, restrictions and limitations of any government having jurisdiction over the participant. To the extent participant is subject to any law or other requirement which results in participant being prohibited or restricted from participating in any rewards program, or being subject to any disclosure or reporting requirement arising from participation in such program, whether generally or in relation to certain products, participant shall comply with all such requirements, including notifying Cardinal Health regarding any product(s) which should be excluded in the calculation of participant’s qualifying purchase (e.g. any products reimbursed under a public program which are prohibited by that program’s rules from being included in any incentive program). Participant shall indemnify, defend, and hold harmless Cardinal Health, its affiliates and their respective officers, directors, employees and agents from and against any claim or liability related to the participant’s failure to comply with this provision.
These Terms or an Offer or an Agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever. Neither party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf or in the name of the other party. In fulfilling its obligations pursuant to these Terms or an Offer or an Agreement, each party shall be acting as an independent contractor. No partnership or joint venture arrangement arises between the parties as a result of these Terms or an Offer or an Agreement.
The invalidity or unenforceability of any provision of these Terms or an Agreement will not affect the validity or enforceability of any other provision thereof, all of which will remain in full force and effect. In the event of such finding of invalidity or unenforceability, the parties shall endeavor to substitute the invalid or unenforceable provision(s) by such effective provision(s) as will most closely correspond with the original intention of the provision(s) so voided. At reasonable notice, Customer shall assist Cardinal Health in verifying Customer's compliance with the Agreement.
Any right of Cardinal Health set out in these Terms will be without prejudice to any rights or remedies Cardinal Health may have under the Agreement or at law or in equity. Customer acknowledges that Cardinal Health, Inc. and any of its affiliates are intended to be third-party beneficiaries for purposes of all benefits under, and may enforce the provisions of the Agreement, including these Terms, where applicable. The failure or the delay of either party to enforce any provision of these Terms or an Agreement will not constitute a waiver of such provision or a waiver to enforce it.
The parties hereto have specifically requested that this Agreement be prepared in English. Les parties aux présentes ont demandé spécifiquement que ce contrat soit préparé en anglais.
The terms of an Agreement (including these Terms and any other terms and conditions forming part thereof) state the entire understanding and agreement between the parties as to the sale of Products under that Agreement and will supersede any prior promises, agreements, representations, undertakings or implications whether made orally or in writing between Cardinal Health and Customer with respect to the subject thereof. The parties expressly acknowledge that, in entering into an Agreement, no reliance has been placed on any representations which have not been incorporated as part of that Agreement. No variation to an Agreement will be binding upon either party unless made in writing and signed by an authorized representative of each of the parties.
Prices and terms are subject to correction for typographical or clerical errors.
Terms and Conditions for Cardinal Health Websites
Cardinal Health Canada Inc. website terms of use and legal restrictions
Cardinal Health Canada Inc. (“Cardinal Health”, “we”, “us”, “our”) owns and operates the website www.cardinalhealth.ca, the mobile version, all underlying software, (or is the licensee) and any sites we have now or in the future that reference these Terms & Conditions (collectively the "Site").
Before taking advantage of the many useful services offered here, please take a minute to ensure that you understand these Terms & Conditions (“Terms”), which govern your access to and use of the Site. By accessing or using the Site (including all content and functionality), you agree to be bound by these Terms and any additional terms applicable to certain programs in which you may elect to participate. If you do not agree with any of these Terms, please do not access or use the Site. By accessing and using our Site, you also agree to the terms in our Privacy Policy, which explains what information we collect, how we gather and use the information, our policies for protecting and disclosing information, and the options you have regarding your information.
Cardinal Health reserves the right, in our sole discretion, to make updates or changes to the Site and these Terms at any time. The “Last Updated” legend indicates when these Terms were last changed. All changes are effective immediately upon posting to the Site. Continued use of the Site following the posting of revised terms will indicate your acknowledgment and agreement to be bound by the revised Terms. For this reason, we encourage you to review these Terms whenever you use our Site. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages at this Site.
1. Electronic Contracting
By accessing and using the Site, you agree to contract electronically with Cardinal Health and agree to these Terms and our Privacy Policy. You agree that these electronic Terms combined with your act of using the services offered on our Site, have the same force and effect as your written signature and satisfy any laws that require a writing or signature, including any applicable Statute of Frauds. You further agree that you will not challenge the validity, enforceability, or admissibility of these Terms on the basis that it was electronically transmitted or authorized. You further acknowledge that you have had the opportunity to print this agreement.
2. Age Restrictions
This Site is considered to be a general audience site. Cardinal Health does not intend that any portion of the Website will be accessed or used by children under the age of 13, and such use is prohibited. If you use this Site to register an account, purchase a product from us, or enter our online surveys, sweepstakes contests, or drawings, you affirm that you are at least 18 years of age, or possess legal parental or guardian consent, and are fully able and competent to enter into, and comply with, the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, our Privacy Policy, and our Purchase Terms and Conditions. Please contact us at privacy@cardinalhealth.com, if you believe your child has provided us with personal information in connection with the Site.
3. Intellectual Property
All right, title, and interest in and to the Site and its content, features, and functionality, including, but not limited to, products, information, materials, text, graphics, photographs, illustrations, videos, displays, images, audio, music, button icons, data compilations, files, software, other works of authorship, and the design, selection, arrangement, and compilation thereof (collectively "Content"), and all intellectual property rights in the Site, are retained by Cardinal Health, our affiliates, our partners or our licensors, and are protected by copyright, trademark, patent, intellectual property, and other laws of Canada, the United States and foreign countries.
You may access and use our Site solely for personal, non-commercial purposes. No right, title or interest in or to the Site is transferred to you, and all rights not expressly granted are reserved by Cardinal Health. Except as expressly provided in these Terms, you are expressly prohibited from copying, selling, assigning, licensing, renting, reproducing, distributing, modifying, disassembling, decompiling, reverse engineering, creating derivative works of, publicly displaying, publicly performing, marketing, downloading, storing, transmitting, disclosing, or otherwise exploiting any part of the Site or any Content available on or through the Site without the express prior consent of Cardinal Health.
You may use information on our products and services purposely made available by Cardinal Health for downloading from the Site, provided that you (1) do not remove or alter any copyright, trademark, or other proprietary rights notice in any and all copies of Content from the Site; (2) make no modifications to any Content or copies of any Content from our Site; (3) do not use any pictures, photographs, illustrations, video or audio sequences or any graphics separately from the accompanying text; (4) not make any additional representations or warranties relating to such information; (5) otherwise access or use any part of the Site, or any Content available on or through the Site, for any purpose other than personal use and consumption.
Except as set forth in this Section 3, if you access or use, or provide any other individual with access, to any part of the Site in breach of these Terms, your right to use the Site will terminate immediately and you must, at our option, return or destroy any copies of the Content you made. Cardinal Health also reserves the right to terminate your authorization to use any services available on or through the Site and to delete any one or more of your related accounts immediately and at any time if you breach or threaten to breach these Terms.
The trademarks, logos, service marks, and product marks displayed on the Site are the registered and unregistered marks of Cardinal Health, our affiliates or related companies, our partners, or our licensors, and are protected by Canadian, U.S. and international trademark laws. All other trademarks not owned by us, our affiliates or related companies, our partners or our licensors that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
4. Accuracy of Information
We endeavor to provide complete, accurate, up-to-date Content on our Site. Unfortunately, it is not possible to ensure that any website is completely free of human or technological errors. Notwithstanding our best efforts, our Site may contain typographical inaccuracies, mistakes, or omissions, some of which may relate to pricing and availability, and some Content may not be complete or current. As a result, we do not warrant, nor are we responsible for, the accuracy, reliability, completeness, or usefulness of the Content available on or through our Site. We also have made every effort to display as accurately as possible the colors, sizes, and shapes of the products that appear on our Site. However, we cannot guarantee that your computer monitor’s display of any product will be accurate. Pictures, photographs, images, videos, and graphics on our Site are for illustration-purposes only.
Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination and acceptance by the entity providing such products or services and the provision of such products or services is not an obligation of or guaranteed by Cardinal Health unless Cardinal Health is identified as the entity providing such products or services.
The Content presented on or through our Site is made available solely for informational purposes. The Site has been designed to provide general information about Cardinal Health and health and wellness related information. The Site is not intended to provide investment or medical advice, nor does it provide instruction on the appropriate use of products produced, supplied or under development by Cardinal Health, its affiliates, related companies, or its licensors, business partners, or other companies. Any reliance you place on Content available on or through our Site is strictly at your own risk and we are not liable or responsible for any reliance place on our Site’s Content. All users of the Site agree that all access and use of the Site, and any and all Content presented on the Site, is at the user’s own risk.
We reserve the right to correct any errors, inaccuracies or omissions, and to discontinue, add to, modify, upgrade, or replace all aspects of the Site in our sole discretion and without notice. In particular, we reserve the right in our sole discretion to modify, supplement, discontinue, or remove any Content appearing on or transmitted through the Site. We also reserve the right to adjust prices, products and special offers at any time at our discretion.
5. Prohibited Uses of the Site
When using the Site, you agree not to:
Disrupt, damage, interfere with, violate the security of, or attempt to gain unauthorized access to, the Site or any computer network;
Circumvent any technological measure implemented by Cardinal Health or any of our providers or any other third party (including another user of the Site) to protect the Site;
Use our Site in any manner that could disable, overburden, damage, or impair our Site or interfere with any other party’s use of our Site, including their ability to engage in real time activities through our Site;
Upload, transmit, distribute, or run any computer virus, worm, Trojan horse, logic bomb, or any computer code or other material that could harm or alter a computer, portable device, computer network, communication network, data, the Site, or any other system, device or property;
Use any software robots, spiders, crawlers, or other automatic device, process or means to access our Site for any purpose, including monitoring or copying any content on our Site;
Transmit, or cause the sending of any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation;
Attempt, in any manner, to obtain the password, account, credentials, or other security information from any other user; or jeopardize the security of your account or anyone else’s account (for example, by allowing another individual to login to the Site as you);
Impersonate or attempt to impersonate Cardinal Health, a Cardinal Health employee, another Site user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
Use our Site in any way that violates any applicable federal, provincial, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from Canada, the United States or other countries);
Send, knowingly receive, upload, download, use or re-use any Content that does not comply with the standards and requirements set out in these Terms;
Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Site, or which, as determined by us, may harm us or users of our Site or expose them to liability; or
Otherwise attempt to interfere with the proper working of our Site.
6. User Submissions
While we welcome your inquiries or feedback, Cardinal Health does not accept or consider unsolicited ideas, including without limitation ideas for new advertising campaigns, new products or technologies, or new product names. Please do not send any such unsolicited ideas.
Our Site may contain certain interactive features or services that allow users like you to post, upload, publish, display, transmit, or submit (this activity is referred to as “Post”) comments, suggestions, feedback, ideas, materials comments, communications, information, or other content on or through the Site (collectively “User Submissions”).
Any and all User Submissions will be treated as non-proprietary and non-confidential. By Posting any User Submission, you grant Cardinal Health and our business associates, and each of their and our respective licensees, successors and assigns a royalty-free, perpetual, irrevocable, world-wide, sub-licensable exclusive license to access, copy, modify, adapt, reproduce, redistribute, publish, create derivative works from, compile, arrange, display, disclose, or otherwise make use of User Submissions in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, for any purpose and in any way without due compensation to you. Cardinal Health may sublicense its rights through multiple tiers of sublicenses. Cardinal Health does not waive any right to use similar ideas previously known to us or developed by us.
If you Post a User Submission, you represent and warrant that you own or otherwise control the rights to such a User Submission and have the right to grant the license above to us and any of our business associates, any licensees, and any successors and assigns. You agree that you will not Post any User Submission of any type that infringes or violates any rights of any party or otherwise does not comply with these Terms. You may not use false identifying information or contact information, impersonate any person or entity, or otherwise mislead us as to the origin of any User Submission.
You understand and acknowledge that you are solely responsible for any User Submission you Post, and you have full responsibility for such Submission, including its legality, reliability, accuracy and appropriateness. We are not liable for the content or accuracy of any User Submission Posted by you or any other user of our Site.
7. Your Account
If you use the Site, you have the opportunity to register an account with us. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Cardinal Health is not liable for any loss or damages arising from your failure to maintain the confidentiality of your account.
You are further responsible for ensuring that all information you provide on our Site is correct, current, and complete. You agree that you will not provide any false or misleading information during the registration process.
You have no right to transfer your account to any other individuals in any manner. If you are accessing and using the Site on someone else's behalf, you represent that you have the authority to bind that person as a principal to these Terms, and you agree to accept liability for harm caused by any wrongful use of the Site resulting from such access or use.
You must notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security that you become aware of.
All information you provide when you register for an account on our Site is governed by our Privacy Policy, which is incorporated herein, and we may take any action with respect to your information that is consistent with our Privacy Policy. We reserve the right to refuse service or terminate accounts for any reason, in our sole discretion without prior notice.
8. Links to Third Party Websites
This Site may contain links to third party websites ("Third Party Sites"). Links to other Third Party Sites are provided solely as a convenience to you. We have no control over such Third Party Sites, nor do we review, approve, monitor, endorse, or make any representations or warranties with respect to such Third Party Sites; therefore, we are not responsible or liable to you or to any party for any materials, information advertising, products, services, or other content on or available from such Third Party Sites. If you decide to access any Third Party Sites, you do this entirely at your own risk. You acknowledge and agree that Cardinal Health is not liable, either directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any such Third Party Sites.
9. Linking to the Site and Social Media Features
Linking to the Site: You may link to our Site’s landing page, www.cardinalhealth.ca, only if you comply with the requirements for Linking to Cardinal Health’s Site. LINKING TO CARDINAL HEALTH'S SITE INDICATES THAT YOU ACCEPT THESE TERMS AND THAT YOU WILL ABIDE BY THE REQUIREMENTS BELOW. IF YOU DO NOT ACCEPT THESE TERMS AND AGREE TO ABIDE BY THESE REQUIREMENTS, DO NOT LINK TO THIS SITE.
Requirements for Linking to Cardinal Health’s Site: You may link to our Site’s homepage provided that you:
Do so in a way that is fair, legal, and does not damage our reputation or take advantage of it.
Do not establish a link in any way that suggests any form of association, approval or endorsement on our part without our express written consent.
Do not use the Cardinal Health logo or any of Cardinal Health registered and unregistered trademarks and service marks without the express prior written consent of Cardinal Health.
Do not present false, misleading or inaccurate information regarding Cardinal Health or Cardinal Health's products or services.
Do not establish a link from any website not owned by you.
Do not cause our Site or any portion of it to be displayed, or appear to be displayed on any other site, for example by framing or in-line linking, or otherwise create a browser or border environment around our Site or our Content.
Do not link to any part of the Site other than the landing page, for example by deep linking.
Do not establish a link from any website containing content that could be construed as illegal, distasteful, offensive, controversial, or otherwise not suitable for all age groups.
Do not otherwise take any action with respect to the Site or the Content available on or though this Site that is inconsistent with these Terms or that violates applicable laws.
Social Media Features: Our Site may provide certain social media features that enable you to: (i) link from your own or certain third-party websites to certain Content on our Site; (ii) send emails or other communications with certain Content, or links to certain Content, on this Site; and/or (iii) cause portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites.
You may use the social media features available on our Site only as they are provided by us, including with respect to any Content displayed with such social media features. Your use of our social media features must also be in accordance with any additional terms and conditions we provide with respect to such features.
You are solely responsible for complying with the terms and conditions of any third party social media websites, applications, or services with which you interact and you acknowledge that any information Content that you Post on such third party social media websites, applications, or services is subject to that third party’s privacy policies and other terms and conditions, over which Cardinal Health has no control, and for which Cardinal Health will in no event be liable.
You agree to cooperate with Cardinal Health in causing any unauthorized framing or linking to cease immediately. We reserve the right to withdraw linking permission without notice and we may, in our sole discretion, request that you remove any link to the Site. Upon receipt of such request, you shall immediately remove such link.
We may disable all or any social media features and any links at any time without notice in our discretion.
10. Indemnification
You agree to defend, indemnify and hold Cardinal Health, its directors, officers, employees, shareholders, affiliates, contractors, agents, licensors, and suppliers harmless for any liabilities, claims, actions, demands, losses, damages, settlements, or expenses (including without limitation attorneys’ fees, accounting fees, and litigation expenses) made by any third party due to or arising out of or in connection with your use of the Site or breach of these Terms.
11. Representations and Warranties; Limitation of Liability
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND THE CONTENT AVAILABLE ON IT OR THROUGH IT ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS”, AND “AS AVAILABLE” WITH ALL FAULTS AND ERRORS. CARDINAL HEALTH AND OUR AGENTS, SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DISCLAIM ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY IN RESPECT OF OUR SITE, INCLUDING BUT NOT LIMITED TO ANY CONTENT CONTAINED ON OR ACCESSED THROUGH THE SITE. CARDINAL HEALTH DOES NOT GUARANTEE THAT THE SITE WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND CARDINAL HEALTH DISCLAIMS ANY LIABILITY RELATING THERETO.
CARDINAL HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF PRODUCTS OR SERVICES OFFERED, DISPLAYED, OR PURCHASED THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
CARDINAL HEALTH DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR PROVIDED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE SITE OR ANY HYPERLINKED WEBSITE OR SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CARDINAL HEALTH, our affiliates, directors, officers, employees, SHAREHOLDERS, agents, contractors, licensors, suppliers, successors and assigns of each, be liable for any direct, indirect, consequential, EXEMPLARY, special, incidental, punitive or other damages you or others may suffer, including without limitation any damages for personal injury, pain and suffering, emotional distress, LOST REVENUE, lost profits, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, business interruption, SERVICE INTERRUPTION, LOST DATA OR CONTENT, COMPUTER DAMAGE, COST OF SUBSTITUTE SERVICES, INABILITY TO USE THE SITE, PRIVACY LEAKAGE, OR ANY OTHER LIABILITIES OR LOSSES CAUSED BY THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON OUR SITE OR SUCH OTHER WEBSITES, ANY products or SERVICES accessed, viewed, or OBTAINED THROUGH OUR SITE OR SUCH OTHER WEBSITES, ANY BREACH OF THESE TERMS, ANY ACT OR OMISSION BY US OR OUR PERSONNEL, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (WARRANTY, CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
YOUR EXPRESS RIGHT TO RECEIVE A REFUND PURSUANT TO OUR Purchase Terms and Conditions CONSTITUTES YOUR SOLE AND EXCLUSIVE REMEDY IN RELATION TO ANY DEFECTIVE OR WRONG PRODUCTS SENT TO YOU OR ANY PRODUCTS THAT HAVE BEEN INACCURATELY DESCRIBED OR PRICED ON OUR WEBSITE.
TO THE EXTENT OUR LIABILITY HAS NOT BEEN EXCLUDED OR LIMITED UNDER THESE TERMS OF USE , OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE TOTAL OF ANY AMOUNTS actually paid BY YOU FOR THE RELEVANT order.
The EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CARDINAL HEALTH AND YOU.
12. Disputes; Governing Law
Cardinal Health makes no representation that materials or services at this Site are appropriate or available for use outside Canada, and access to them from territories where their contents are illegal is prohibited. You may not use or export or re-export the materials or services at this Site or any copy or adaptation in violation of any applicable laws or regulations including without limitation Canadian export laws and regulations. If you choose to access this Site from outside Canada, you do so on your own initiative and are responsible for compliance with applicable local laws. You agree that any cause of action or claim that you may have relating to this Site must be made or instituted within one year of when the cause of action or claim accrued.
You expressly agree that the Terms and any dispute, claim, action, cause of action, issue, or request for relief between you and Cardinal Health arising out of or relating to these Terms, your visit to our Site, or to products or services obtained on or through the Web Site (collectively “Disputes”) will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. Subject to Section 13, you and we irrevocably consent to the exclusive jurisdiction and venue of the provincial or federal courts in the Province of Ontario, for all Disputes that are heard in court, including any Dispute involving Cardinal Health or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, and content providers.
Our priority is to learn about and address any of your concerns related to the Site or the Content available on or through the Site. You agree that you will first notify Cardinal Health about any Dispute you have with us regarding these Terms, our Site, or our products or services obtained on or through the Site by contacting us at gmb-can-contactus@cardinalhealth.com. Once we receive your notice, we will try to resolve the Dispute informally by contacting you through email. If a Dispute is not resolved within 90 days after your submission, you or Cardinal Health may bring a formal proceeding as provided below.
Cardinal Health is the owner of this Site and is based in the Province of Ontario in Canada. We make no claims that our Site or any of its Content, including products, programs, or services, is accessible, available or appropriate outside of Canada. Please consult your local Cardinal Health business contact for information regarding the products, programs and services that may be available to you.
Access to our Site may not be legal by certain persons or in certain countries. If you access our Site from outside Canada, you do so on your own initiative and are responsible for compliance with local laws.
13. Binding Arbitration
You and Cardinal Health agree to submit all Disputes to confidential arbitration on an individual and purely bilateral, non-class/non-representative basis. Arbitration on an individual basis is the exclusive remedy for any Disputes which might otherwise be brought on a class, collective or representative basis between you and Cardinal Health.
This agreement to arbitrate will be governed by the Commercial Arbitration Act (R.S.C., 1985, c. 17 (2nd Supp.)), as modified by these Terms. The arbitration shall take place in Toronto, Ontario. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
You and Cardinal Health shall select a mutually agreeable arbitrator. Unless otherwise precluded by law, you and Cardinal Health shall each separately pay your or its own legal fees and costs. You agree that if any provision of this arbitration agreement is held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, that provision shall be struck from the agreement to arbitrate, and the remainder of the arbitration agreement shall remain in full force and effect consistent with applicable law. However, in the event the provisions above waiving or precluding class arbitration proceedings are found to be invalid, unenforceable, or void for any reason, the entire agreement to arbitrate shall be void.
Notwithstanding the above, if the Dispute concerns a matter for injunctive or other similar relief that is appropriate under applicable law, for instance the enforcement or validity of our, or our licensors’ intellectual property rights, we may seek such injunctive or other similar relief in any provincial or federal court of competent jurisdiction, whether or not it is in the Province of Ontario.
14. Limitation on Disputes
You agree that regardless of any statute or law to the contrary, any Dispute must be filed within one (1) year after the occurrence of the event or facts giving rise to a Dispute, or you waive the right to pursue any Dispute based upon such event or facts forever.
15. Term and Termination
These Terms will remain in full force and effect as long as you continue to access or use the Site. We may, with or without prior notice, terminate any of the rights granted by these Terms without cause. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Site.
You may also cancel your account at any time by contacting privacy@cardinalhealth.com.
16. Entire Agreement; No Agency; Waiver; Severability
Entire Agreement: These Terms, together with our Privacy Policy and Purchase Terms & Conditions, constitute the complete and exclusive understanding between you and Cardinal Health with respect to your use of the Site, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Cardinal Health and you regarding the Site.
No Agency: Nothing contained in these Terms creates any agency, partnership, or other form of joint enterprise between you and Cardinal Health.
Waiver: Cardinal Health’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision or of any other rights or provisions in these Terms.
Severability: If a court or tribunal should find that one or more rights or provisions set forth in these Terms are invalid, you agree that the remainder of the Terms will remain in full force and effect and that the invalid provision will be enforceable to the fullest extent permitted by law. We will amend or replace such provisions with ones that are valid and enforceable and which achieve, to the extent possible, our original objectives and intent as reflected in the original provisions.
Contact Us
If you have any questions regarding these Terms, please contact us by email at privacy@cardinalhealth.com.
Last Updated: February 2024