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.

1. OFFER, CONFIRMATION, AGREEMENT

The following sales terms and conditions (“Terms”) apply to the sale or supply of all products (“Products”) by Cardinal Health Canada (“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.

2. 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.

3. 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 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.

4. 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.

5. 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) sooner if Customer has reached or exceeded its established credit limit; 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 Customer credit has been approved in advance by Cardinal Health and the terms and conditions of Cardinal Health credit application shall be considered a part of an Agreement. Cardinal Health, in its discretion, may hold shipments and refuse to accept orders if Customer is in arrears on payment or if amount ordered is in excess of approved credit limit. Waiver of this provision or any other terms or conditions by Cardinal Health for a specific order or default shall not apply to any future order or default. Customer must raise any invoice disputes within forty-five (45) days of the invoice date (an “Invoice Dispute Notice”). Customer acknowledges the importance of promptly identifying and attempting to reconcile any records and disputes, and acknowledge that the ability of all parties involved to investigate such claims would be materially prejudiced by the passage of time, transition and departures of relevant personnel, and impracticability or impossibility of sourcing relevant supporting documentation and business records. Therefore, Customer’s failure to timely submit an Invoice Dispute Notice will irrevocably and unconditionally waive and release Customer’s right to dispute such amounts invoiced by Cardinal Health at a later date. The Invoice Dispute Notice must specify the dispute amount and provide sufficient detail in order for Cardinal Health to verify the merits of the dispute and 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. Upon receiving Customer’s Invoice Dispute Notice, Cardinal Health will work to resolve any discrepancies or provide additional documents supporting its invoice. 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.

6. 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.

7. CUSTOM PACKS (AS APPLICABLE)
The Custom Packs General Terms and Conditions shall apply to the sale or supply of all Presource® custom packs, trays, modules or kits (“Custom Packs”) by Cardinal Health to the Customer, and will form a necessary part of any Custom Pack Offer.

8. 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.

9. 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 8 AND 9 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.

10. RETURNED GOODS POLICY

All returns must be authorized by the Customer Service
Each request must include the following:
1. Account Information including Account Number,
2. Invoice number or Purchase Order or online order number,
3. Quantity, catalogue number, unit of measure, lot number and expiry date; and
4. Reason for
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
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
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
Returns may not be authorized for a variety of reasons including but not limited to the following:
1. Any item not purchased from the company;
2. 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;
3. Expired or short dated Products (less than six-month expiration);
4. Food Products including non-expired items. Some manufacturers may authorize returns/credit under specific Customer Service Representative will advise the Customer per manufacturer’s return policy;
5. Any Product for which special storage requirements are required (e.g., refrigeration);
6. Partial units of sale;
7. Merchandise past 60 days of invoicing;
8. Products not in original, unopened packaging;
9. Drug Products: Manufacturers from time to time may authorize returns under strict 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
10. Natural Health Products (NHP), which are home patient returns, and/or the customer does not complete the applicable Storage
Procedures for handling damaged Products and freight claims:
1. Inspect all shipments the day that they are received;
2. Any shipment damaged in transit requires an inspection from the delivering Noticeable damage must be noted on the consignee copy of the freight bill at the time of delivery, or the claim will be disallowed;
3. Shipping discrepancies must be reported within five (5) business days of delivery;
4. Concealed damage must be reported and a request for inspection made within five days of delivery;
5. Inspection results in a damage report, which is mandatory when filing a claim, per Department of Transport regulations;
6. Retain the merchandise in original packaging pending carrier inspection;
7. Contact the delivering carrier and request an inspection within five days for receipt of shipment; and
8. Notify Cardinal Health’s Customer Service Representative and provide all detailed supporting
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
Requests for NHP Product returns (either Cardinal Health error or customer error) that are not due to Product complaints:
1. 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

11. 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 11, 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.

12. 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 13 will apply.

13. 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 13(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 13(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 14, 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 13(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 13 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.