Following are the Terms and Conditions of all sales and transactions between Wells Pharmacy Network and medical providers, all hereinafter collectively referred to as “Provider.” By signing below, Provider acknowledges and agrees that all transactions between Provider and Wells Pharmacy Network are subject thereto:

1. Provider acknowledges that all orders placed for Wells Pharmacy Network products are for patients that the provider believes will have a significant clinical difference over other commercial products on the market.


2. Provider agrees NOT to alter or tamper with the labeling or packaging of any Wells Pharmacy Network product.


3. Provider understands and agrees that pricing for Wells Pharmacy Network products are subject to change without prior notice.


4. Provider understands and agrees that some Wells Pharmacy Network products are only sold in case sizes/quantities.


5. Provider agrees to report any order discrepancies within two (2) business days.


6. Provider agrees that any unused, expired, or unwanted Wells Pharmacy Network products are to be disposed of according to all local, state and federal laws or regulations applicable to their licensure and the jurisdiction in which they conduct business.


7. Provider acknowledges that Wells Pharmacy Network products cannot be returned.


8. Provider must strictly abide by and observe all shipping, storage, return and non-circumvention policies of Wells Pharmacy Network, and Provider further agrees to store and handle all products in proper and appropriate conditions and temperatures as per manufacturer labeling, industry custom, and applicable laws and regulations concerning such.


9. Provider agrees to observe and abide by all local, state and federal laws, rules and regulations applicable to their licensure and jurisdictions in which they conduct business.


10. Provider agrees to indemnify and hold Wells Pharmacy Network harmless for all losses or damages suffered as a result of violations of these Terms and Conditions, or as a result of violation of any local, state or federal law or regulations concerning the possession, administering or dispensing of Wells Pharmacy Network products.


11. Provider represents and confirms that it is fully insured for any liability or loss that may arise in connection with the purchase, possession, administering or dispensing of Wells Pharmacy Network products.


12. Provider agrees NOT to display any Wells Pharmacy Network product on their website or other electronic medium without Wells Pharmacy Network’s prior written consent.


13. Provider agrees NOT to use or disseminate any marketing material concerning or advertisement relating to Wells Pharmacy Network products without the prior, written consent of Wells Pharmacy Network prior to such use.


14. Provider understands and acknowledges that in certain circumstances certain Wells Pharmacy Network products may not be available due to manufacturing back-order issues beyond the control or scope of Wells Pharmacy Network.


15. Provider shall NOT attempt to, or actually, copy, imitate, or create any products similar, same as, or competitive against those offered by Wells Pharmacy Network.


16. Provider is fully aware and acknowledges that all Wells Pharmacy Network products are protected by patents and/or pending patents, and all labeling and marketing material is protected by copyright and/or trademark, and, further, Provider specifically agrees NOT to violate such patents, trademarks or copyrights, nor to engage in any activity inconsistent therewith by attempting to, or actually, copying or imitating any Wells Pharmacy Network product, labeling, or marketing material.


17. All orders must be pre-paid by Provider prior to shipping from Wells Pharmacy Network’s facility. For orders under $5,000, a credit card is acceptable means of payment. For orders over $5,000, 50% non-refundable deposit shall be wired at time of order and the balance must be wired by Provider to Wells Pharmacy Network prior to shipping.


18. Accounts qualify to submit an application for credit after being established with Wells Pharmacy Network for at least six months. Credit will be granted or denied pursuant to the unfettered discretion of Wells Pharmacy Network, and subject to these Terms and Conditions, and any breach or violation of these Terms and Conditions by Provider shall also constitute a breach and violation of credit extended to Provider. Wells Pharmacy Network requires one or more personal guarantees for the extension of credit to Provider and to guarantee Provider’s strict adherence to these Terms and Conditions.


19. Wells Pharmacy Network reserves the right to accept or reject any order. Furthermore, Wells Pharmacy Network reserves the right to cancel any order or account at any time, without recourse, and pursuant to its unfettered discretion.


20. Wells Pharmacy Network retains the right to change, modify or alter its Terms and Conditions of Sales at any time.


21. Any and all dispute arising from, or relating to, any sale or transaction between Provider and Wells Pharmacy Network, or arising from or relating to these Terms and Conditions of Sales, shall be governed by California law and be brought exclusively in the Superior Court of California, County of Los Angeles. The prevailing party in such dispute, action or proceeding shall be entitled to their attorneys’ fees and costs, in addition to any other relief allowed by law or so granted by the court.