Acceptance of Terms
By purchasing the Products from Essential Actives Corp. (EAC) and/or using the services on this Website, Customer agrees to these Terms & Conditions, and the Privacy Policy, herein which govern the Customer’s purchase of Products from EAC and the Customer’s use of this Website. In the event the Customer has entered into a definitive agreement with EAC in respect to its purchase of the Products and the terms of such definitive agreement conflict with the terms of these Terms & Conditions, the terms and conditions of such definitive agreement shall govern in respect to such purchased Products.
Definitions
Bulk APIs means Bulk Active Pharmaceutical Ingredients that may be purchased by Customer.
Customer or Customers refers to customers who have an account with EAC any may have access to this Website. For the purposes of clarity, the Customer(s) includes the employees of Customer.
Database means the online database that contains Formulas available on the Website to Customers who have purchased a Formulation Support Package.
Products includes, but is not limited to chemicals in the form of active pharmaceutical ingredients, which includes substances and excipients, which are available to be purchased from EAC either through this Website or an EAC representative.
SOPs means the standard operating procedures.
Terms & Conditions means these terms and conditions.
Website means the website https://essentialactives.com
Modification to these Terms & Conditions
EAC reserves the right to change or amend these Terms & Conditions without notice and will not be liable for any losses caused as a result of these changes. EAC reserves the right, at its sole discretion, to limit, suspend or terminate any transactions, pending or ordered, with any Customer.
Privacy Policies
For information regarding how EAC handles Customer’s personal information, please refer to EAC’s Privacy Policy.
Customer’s EAC Account
All Customers of EAC will be issued a unique customer code upon the successful completion of the account registration process. This unique customer code will be used by EAC to keep an accurate account of the Customer’s purchases of the Products for verification purposes, legitimate business interests of EAC, and in order to comply with the regulatory and legal requirements of EAC. The issuance of Customer’s unique customer code is subject to compliance by Customer of these Terms & Conditions.
EAC Website Account
Upon registering with EAC to this Website, and subsequently accepted by EAC, EAC will grant authorization to access this Website and issue the Customer a username and password. The Customer hereby agrees to be responsible for maintaining the confidentiality of their username and password. In the event that Customer becomes aware that their username and/or password has been stolen, misplaced, or has reason to believe that the confidentiality of its account has been compromised, or that their account has been accessed without authorization of the Customer, Customer must notify EAC immediately. EAC cannot be held responsible for any loss or damage arising from the failure to comply with this provision or for any unauthorized use of the Customer’s username and password or other Customer confidential information.
Customer Business and License Requirements
As a Customer, whether individual or corporate, the Customer hereby declares that they are qualified and that their purchase of the Product is lawful and in accordance with applicable law. Customer will at all times act in accordance with the legal and professional standards applicable to any Products obtained from EAC. Customer acknowledges that, upon registration of a EAC account, Customer provided EAC with the appropriate licenses required for Customer to purchase certain Products from EAC.
Customer represents and warrants that it has provided EAC with all required licenses in accordance with applicable law, and further that the licenses are valid and in good standing. Customer recognizes and acknowledges that it is the sole responsibility of Customer to ensure that EAC has the most up to date information of Customer in regards to its business and license requirements. As such, Customer shall notify EAC of any expired licenses, renewals, cancellations, non-renewals, or any changes/modifications to Customers licenses immediately, including, but not limited to, changes to Customer’s business address, business name, or any changes in ownership. EAC may request documentation from the Customer from time to time in order to comply with EAC’s internal policies, as well as any legal and regulatory requirements.
EAC reserves the right to verify any licenses provided by Customer to EAC at any time and for any reason. Customer’s failure to comply with this provision may result in termination of Customer’s account with EAC in addition to any other remedies available to EAC by law. Customer shall indemnify, defend and hold harmless EAC and its affiliates of any claims, liabilities, losses, damages, suits, and expenses (including reasonable attorneys’ fees) arising out of Customer’s non-compliance with this provision.
Termination of Account
Customer may terminate its account with EAC at any time.
Customer acknowledges that Customer’s account with EAC is subject to compliance by Customer of these Terms & Conditions and applicable law. In the event Customer does not comply with these Terms & Conditions and/or applicable law EAC retains the right to immediately suspend or terminate Customer’s access to this Website and further purchases from EAC, for any reason, at EAC’s sole discretion, in addition to any remedy available to EAC at law or in equity.
Furthermore, Customer acknowledges that EAC reserves the right at any time, and at its sole discretion, to suspend or terminate this Website or any Products provided therein. Customer agrees that in the event of a suspension or termination of a Product, EAC shall not be held liable for any damages resulting from said suspension and/or termination. In the event of termination of these Terms & Conditions by EAC, Customer shall be billed immediately for Products purchased prior to the effective date of termination of these Terms & Conditions, and that all Products purchased shall be payable immediately upon receipt of invoice.
Pricing and Price Change
The price of the Products shall be the one quoted from time to time on the Website or as provided by a EAC sales representative, except where there may be an error. Although EAC takes great care to ensure that all prices and terms quoted on the Website or any invoice submitted by EAC are accurate, errors may occur. If EAC discovers an error in the price of any Product the Customer has ordered, EAC will inform the Customer as soon as possible and will allow the Customer the option to reconfirm the order at the correct pricing or cancel the order. To the extent permitted by law, EAC is under no obligation to sell the Products to Customer at the incorrect (lower) price, even if Customer has received confirmation of shipment.
All pricing of the Products are exclusive of shipping charges and sales taxes (if applicable). The total cost of an order is the price of the Products ordered plus the delivery charge and sales tax (if applicable). For more information regarding delivery, please see our Delivery, Claims and Returns Policy.
EAC reserves the right to make change to the prices of its Products without notice or liability at any time.
Terms of Payment
Customer acknowledges that payment for Products shall be due thirty (30) days from date of invoice, or as otherwise specified by EAC. In the event Customer does not make payments in accordance with the specified terms, EAC retains the right to charge Customer a two percent (2%) monthly finance charge.
Promotions and Special Offers
EAC may from time to time offer promotions and/or special offers to Customers (the “Promotion”). In addition to any other terms and conditions specified by EAC for a specific promotion, all Promotions are offered for a limited time on a first-come-first-served basis, while quantities last, and cannot be combined with any other Promotion. All Promotions are non-transferable, non-refundable, non-returnable, and non-redeemable. Furthermore, all Promotions are not applicable to drop shipments, back-orders, and wholesale. Taxes, shipping and handling charges shall still apply to all Promotions. EAC, in its sole discretion, may refuse to apply any Promotion that it believes in good faith to be fraudulently or improperly obtained and/or has not been redeemed by the intended recipient of the Promotion. EAC, in its sole discretion, reserves the right to invalidate and/or not honor offers that are obtained through any party other than EAC, including, but not limited to, through third party sites. EAC may modify or cancel any Promotion at any time and for any reason.
Lawful Use of the Products
EAC takes great measures to ensure the high quality of its Products. Customer agrees that said Products will be used in accordance with applicable laws, regulations, standards and guidance’s, and that any other use of said Products may result in the suspension or cessation of further sales, at EAC’s sole discretion. Furthermore, the Customer acknowledges that, in the event EAC becomes aware or has reason to believe that Customer has not or intends not to comply with applicable laws, regulations, standards and guidance’s in relation to the Products, EAC may require to report such to applicable regulatory bodies or any third party, without incurring any liability to the Customer.
Intellectual Property
Nothing contained herein nor Customer’s purchase of the Products nor receipt of any information provided by EAC constitutes a transfer of ownership of the Products. EAC may provide Proprietary Information, further defined herein, to the Customer in connection with these Terms & Conditions Customer acknowledges and agrees that such Proprietary Information shall remain the sole and exclusive property of EAC. “Proprietary Information” means, but is not limited to, stability information, test results, Product specifications, any other documentation provided to Customer related, directly or indirectly, to the Products or Customer’s business with EAC.
EAC takes significant measures and invests significant resources to protect its property, under the law, by applying trademarks and other intellectual property rights, and by maintaining confidentiality and other notifications attached thereto. As such, it is strictly forbidden for Customer to, without limitation, reverse assemble, decompile, reverse engineer, or attempt to derive proprietary information such as ideas, structure, or algorithms from the Products.
For the purposes of clarity, EAC cannot and does not represent or warrant that Customer’s use and/or purchase of the Products would not constitute infringement of third party intellectual property rights.
Customer represents that it shall not use the Products in any manner that would, directly or indirectly, infringe the intellectual property rights, whether by way of patent or otherwise, of third parties, and hereby indemnifies, defends, holds harmless and releases EAC and its affiliates of any claims, liabilities, losses, damages, suits, and expenses (including reasonable attorneys’ fees) resulting from Customer’s use and/or purchase of the Products.
Agreement of Non-Circumvention and Confidentiality
CUSTOMER UNDERSTANDS AND AGREES that for as long as Customer is a customer of EAC and for a period of three (3) years thereafter:
NON-CIRCUMVENTION: CUSTOMER SHALL NOT CIRCUMVENT EAC BY CONTACTING OR ENGAGING DIRECTLY WITH A MANUFACTURER DISCLOSED PURSUANT TO THE BUSINESS DISCUSSIONS OR RELATIONSHIP BETWEEN CUSTOMER AND EAC AND WILL NOT COOPERATE, NOR ESTABLISH OR ATTEMPT TO ESTABLISH A BUSINESS RELATIONSHIP OR OTHER AGREEMENT WITH THE MANUFACTURER, WITHOUT THE DIRECT INVOLVEMENT OR WRITTEN CONSENT OF EAC, WITH NO EXCEPTIONS WHATSOEVER.
CONFIDENTIALITY: Customer may come into contact with confidential and proprietary information of EAC, disclosed orally, visually, in written or other tangible form including without limitation, a) intellectual property including trade secrets, formulas, technology, know-how, designs, pedigree, certificates of analysis, samples, devices, technical reports, consultation reports and SOPs; b) identification and data pertaining to product manufacturers, existing or prospective customers, clients, vendors, suppliers, and/or customer lists; c) product purchases and costs, price lists; d) promotional material; e) method of operation; f) policies or procedures; and g) any other information which by its nature would be considered confidential.
Customer shall not use or disclose the Confidential Information to any other parties whatsoever, unless Customer receives prior written permission from EAC authorizing such disclosure or use. Notwithstanding the foregoing, Customer may share the Confidential Information only on a need to know basis to those of its employees, officers, directors, and professional advisors and only if such individuals have been informed of an have agreed to be bound by the terms of this provision. The Customer shall take all steps necessary to safeguard the Confidential Information from disclosure in any manner whatsoever, in whole or in part, to any third party. Furthermore, Customer agrees to ensure that its affiliates and employees, officers, directors and professional advisors to whom Confidential Information has been disclosed comply with the terms of this provision and Customer agrees to be responsible for their non-compliance.
Confidential Information shall not include information which: a) at the time of disclosure, is already in the public domain or thereafter becomes part of the public domain by publication or otherwise through no fault or act of Customer; b) was demonstrably in the possession of Customer prior to the time of disclosure to it and was not acquired, directly or indirectly, from EAC; c) is independently disclosed to Customer by a third party who has not violated any confidential obligation owed to EAC; d) was independently developed by Customer without any use of or reliance on any Confidential Information of EAC.
If only a portion of any Confidential Information falls within one or more of the foregoing exceptions, the remainder shall continue to be subject to these confidentiality provisions.
In the event Customer is required to disclose Confidential Information by law or court or governmental order, such disclosure must be in good faith and include only the minimum information required under terms designed to maintain confidentiality to the maximum extent permitted by law. In such event, Customer must promptly provide EAC with written notice of such requirement, prior to the disclosure, so that it can seek judicial protection or other assurance that confidential treatment will be accorded to the disclosed information.
At all times, EAC shall retain sole ownership of its Confidential Information.
Confidential Information is provided to Customer “AS IS.” EAC makes no warranties or representations with respect to the accuracy or completeness of the Confidential Information, or to its merchantability or fitness for any purpose whatsoever, and specifically disclaims such.
Customer Representations and Warranties
The Customer represents and warrants to EAC that they are competent, qualified and hold appropriate credentials, permits and licenses in order to purchase the Products from EAC. All such credentials, permits and licenses of the Customer will be made available to EAC immediately upon request. In all cases, Customer is responsible for the appropriate use of Products purchased from EAC.
Indemnification by Customer
In the event of any damage, loss or harm as a result of the Products purchased by Customer or the Customer’s use thereof, Customer hereby defends, holds harmless, and indemnifies EAC and its respective affiliates, officers, directors, employees and representatives from and against all suits, claims, liabilities, costs, damages, judgments, and other expenses (including, but not limited to, reasonable attorneys’ fees) incurred in connection with: (a) breach of these Terms & Conditions by Customer; (b) any claim under patent or other intellectual property law that arises from purchase or use of the Products by Customer; (c) any claim made by a third party relating to the use or misuse of the Products by Customer; and (d) any fault or negligent act of Customer.
Limitation of Liability
EAC cannot be held liable for Products which are abused, misused, or altered by the Customer, which become defective or non-conforming through the actions or inaction of the Customer. A defective or non-conforming Product is defined only as a Product which is outside of the manufacturer’s defined Product specifications, and shall not include Products that fail to meet any fitness of use by Customer or any unique Customer operating conditions or applications.
It is understood by Customer that EAC is not the manufacturer of the Products and that accordingly EAC cannot be held responsible for the quality or conformity of such Products to specifications. In the event of any defective Product, EAC shall be liable only for the replacement of such Product or the reimbursement of the price paid therefor of the of the returned Product, at EAC’s sole discretion. EAC SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER WITH RESPECT TO ANY PRODUCT OR SERVICE PROVIDED HEREUNDER/IN NO EVENT SHALL EAC HAVE ANY OBLIGATIONS OR LIABILITY FOR ANY EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, USE OR GOODWILL), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIBAILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF CUSTOMER HAD BEEN ADVISED OF THE POSSIBILITY THEREOF. THE TOTAL LIABILITY OF EAC (INCLUDING ITS SUBCONTRACTORS AND AGENTS), IF ANY, FOR DAMAGES RELATING TO ANY PRODUCTS SOLD AND/OR PROVIDED UNDER THESE TERMS & CONDITIONS SHALL BE LIMITED TO THE PRICE PAID FOR SUCH PRODUCTS.
Force Majeure
In the event EAC is prevented, delayed, or interrupted in performing its obligations hereunder due to any occurrence beyond its control, such as, but not limited to, fire, explosion, weather, strikes, walkouts, communicable disease outbreaks, inability to obtain fuel, power or materials, transportation delays, wars or acts of governments or government agencies or other authorities having jurisdiction (a “Force Majeure Event”), then such prevention, delay or interruption shall not be construed to be a default under these Terms & Conditions. EAC shall use its commercially reasonable best efforts to notify Customer of such Force Majeure Event and ameliorate the negative effect(s) of such Force Majeure Event. The obligations to pay money in a timely manner is absolute and shall not be subject to this Force Majeure provision.
Dispute Resolution
All disputes arising out of or in connection with these Terms & Conditions shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said rules. Such resolution shall be binding on all parties.
Unless otherwise prohibited by law, Customer submits and consents to the exclusive jurisdiction of the State of New York, United States of America.
Shipping
Our Shipping Policy is based solely on invoice value of chemical and supply purchases (rather than package weight or dimensions, or what type of products you have purchased) and which shipping method you prefer. Summaries of available shipping options and associated fees on the website are for the Continental United States only.
Return Policy, Missing Items & Damaged Shipments
It is our goal that customers receive all orders intact, correctly and on time. Please inspect your order as soon as you receive it and immediately contact Customer Service at (888) 317-8817 with any issues.
Any incomplete or missing items in the order must be reported to EAC Customer Service within two business days of receipt for further investigation.
Goods damaged in shipment must be reported to the freight carrier by the customer within 2 business days of receipt. Do not accept a damaged shipment until the carrier makes a damage notation on the delivery paperwork. Please take any photographs of the items and how they were packaged and received. Please retain packaging and preserve in the state in which it arrived to you in the event the freight carrier orders an inspection.
Compounding Chemicals, Supplies
Bulk APIs/Chemicals, Bulk order items, and Controlled substances are not returnable.
A detailed verification will be performed upon return of product(s) to our warehouse; appropriate credit will be issued for any items missing/damaged.
Credit will be based on the current selling price or original invoice price, whichever is lower, adjusted for discounts, rebates, etc., if applicable.
Up to a 25% handling and/or disposal fee may apply for all returns allowed which were not shipped in error by EAC.
When an error is not caused by either EAC or the manufacturing partner, the customer is responsible for all restock fees according to then current return policies.
Credits are issued within 30 days of receipt; no deduction can be taken prior to that time.
No cash refunds.
Outside Sales Representatives of EAC cannot authorize return of product(s) or pick-up merchandise.
No Credit Will Be Considered/Given For:
Any product from orders more than 30-days old.
Opened or partial containers (unless defective).
Repackaged or products not in original sealed container.
Packages that arrive at our distribution center without a return authorization form.
Product defaced with stickers, price marks, knife cuts, etc.
Returned merchandise damaged in transit by the carrier.
Refrigerated items, Hazardous Material (HazMat), repacks, or damage due to improper storage and handling, fire, flood, heat, cold, water, smoke, catastrophe or bankruptcy sale, or purchased or otherwise obtained in violation of any Federal, State or local law or regulation.
Close-out, short-dated, material past its expiration date, controlled substances, DEA List I chemicals, antibiotics, clearance, unsealed vials, special orders, drop shipments, special promotions, auto shipments, purchased for export and products expressly designated as non-returnable at the time of sale, including that of certain manufacturers who do not accept returns.
Merchandise not on the itemized return authorization but appears in the return box. Such items will not be returned and will be destroyed.
Freight unless the return is a result of our error.
Obtaining A Return Authorization
Contact Customer Service at (888) 317-8817 for a Return Authorization Number for any applicable items you wish to return for credit. To ensure proper processing, you must supply all pertinent item numbers, invoice numbers, lot numbers and expiration dates. Return Authorization Number must be clearly written on the outside of the shipment. Returns without a Return Authorization Number will not be credited. Returns not due to our error may be shipped by your carrier of choice. Your carrier of choice must be able to bill you directly for the shipping expense. A return authorization does not provide prepaid freight unless the return is a result of our error.
Expired Products
Expired compounding chemicals are non-creditable and non-returnable.
Disclaimer: EAC reserves the right to amend this policy at any time, which supersedes all previous policies and is hereby automatically incorporated into any prior customer supply agreements or written contracts, with or without notice.