General Terms And Conditions Of Sale

OTSUKA CANADA PHARMACEUTICAL INC. (OCPI)
GENERAL TERMS AND CONDITIONS OF SALE
Effective February 1st, 2022

1. General Terms of Sale
1. 1.1. Standard payment terms are net 30 days from date of invoice, unless otherwise stated on invoice.
2. 1.2. OCPI reserves the right to charge 1.5% per month (18% per annum) on the amount of unpaid balance calculated from the date the payment is due until the date that payment was received in full by OCPI. Interest rates are subject to change without notice.
3. 1.3. OCPI will allow product purchase only to those who are approved by OCPI and who comply with the General Terms and Conditions of Sale.
4. 1.4. All orders are subject to acceptance by OCPI and any other conditions imposed by OCPI at its sole discretion.
5. 1.5. All credits must be authorized by OCPI prior to deduction.
6. 1.6. OCPI may allocate products among its customers at its sole discretion.
7. 1.7. Products will be invoiced at prices prevailing at the time of receipt of order and are subject to change without notice.
8. 1.8. Authorized distributors of OCPI products shall provide outlet level sales to IQVIA. Additional third-party data vendors must be approved by OCPI and the authorized distributor should work with the data vendor to comply with OCPI’s request.
9. 1.9. Force majeure – OCPI shall be excused from any delay or failure in performance hereunder arising out of any cause that is beyond its control.
2. Prohibition on Exports
1. 2.1. All products sold by OCPI are labelled and approved for sale in Canada only and are not intended for export.
2. 2.2. A purchaser of OCPI product(s) shall not directly or indirectly by any means or arrangement:
  1. 2.2.1. Export any product from Canada to any other jurisdiction, or
  2. 2.2.2. Offer for resale, resell or consign or otherwise distribute any product for export from Canada to any other jurisdiction, or
  3. 2.2.3. Offer for resale, resell or consign or otherwise distribute any product to any other person or entity (“further reseller”) who the customer knows or suspects or reasonably should know or suspect will
    1. 2.2.3.1. Export any product from Canada to any other jurisdiction, or
    2. 2.2.3.2. Offer for resale, resell, consign or otherwise distribute to any person or entity who further reseller knows or suspects or reasonably should know or suspect will export any product from Canada to any other jurisdiction.
3. Regional Pricing
1. 3.1 If an accredited distributor purchases OCPI product in a Province and ships said product into a different Province that has a different cost, the following will take place:
  1. 3.1.1. OCPI Product will be purchased at the Provincial price that the facility/depot resides.
  2. 3.1.2. If the price is lower in the Province the product is shipped to by the distributor, said distributor will provide sales data monthly to OCPI and OCPI will authorize a monthly deduction to reconcile that price difference.
  3. 3.1.3. If the price is higher in the Province that the distributor is shipping product to, the distributor will provide sales data monthly to OCPI and the distributor will issue payment to OCPI to reconcile the difference.
  4. 3.1.4. Reconciliation should occur within 30 days.
  5. 3.1.5. Manufacturer has the right to audit distributor for provincial transfers.
4. Transportation / Shipping
1. 4.1. All orders are shipped freight prepaid.
2. 4.2. All shipments are by carrier of OCPI’s choice.
3. 4.3. If a distributor requests a different mode of delivery, any additional costs associated with such a request will be assumed by the distributor, unless otherwise agreed in writing.
4. 4.4. Title to the products will pass to the distributor (purchaser) upon receiving at the distribution centre.
5. Claims
1. 5.1. Any damages (internal or external), shortages, losses, pilferage, lost in transit or incorrect shipments must be reported to Customer Care Centre at 1-855-687-8522 (Fax: 1-844-552-8085) or by email at otsuka@lsu3pl.ca within 3 working days of receipt.
6. Storage/Shipping Requirements
1. 6.1. All products must be stored and shipped according to storage/shipping conditions indicated on the label of each product.
7. Return Policy for Direct Accounts/Customers of OCPI
1. 7.1. All customers who are not direct customers of OCPI should contact their point of purchase with regards to return requests.
2. 7.2. The OCPI Return Policy overrides all other Return Policies from direct accounts.
3. 7.3. The Return Policy is subject to change.
4. 7.4. If point of purchase is OCPI, returns require previous authorization from OCPI Customer Care Centre at 1-855-687-8522 (Fax: 1-844-552-8085) or by email at otsuka@lsu3pl.ca, detailing quantity, lot, a/c number, name, address, fax and phone number. OCPI will fax back the return goods/ merchandise authorization. Electronic transfer of the request (faxing or sending by EDI) does not guarantee authorization from OCPI. A formal authorization needs to be obtained by OCPI.
5. 7.5. Returns are to be sent to Stericycle at: Stericycle ULC, 76 Wentworth Court, Brampton. Ontario, L6T5M7 All returned product received without proper documentation will be refused by receiving and returned to sender.
6. 7.6. Outdated product may be returned for 90% credit with the following conditions:
  1. 7.6.1. It is in the original manufacturers’ container/ packaging and bearing the original manufacturers label.
  2. 7.6.2. Received within 3 months prior to expiration date and within a maximum of 6 months post expiration date.
7. 7.7. Discontinued or withdrawn product may be returned up to 12 months post expiration to receive credit.
8. 7.8. Product shipped by OCPI in error, may be returned at 100% credit.
9. 7.9. Reimbursement of products will be made with the following conditions:
  1. 7.9.1. If Sales Order price is not available, credit will be issued at 90% of current list price.
  2. 7.9.2. Credit memos will be applied to customer’s current account.
  3. 7.9.3. Credits will be issued to direct accounts only.
  4. 7.9.4. Credits not taken within 1-year (365) days from the date of issue will expire.
  5. 7.9.5. It is in the original manufacturers’ container/ packaging and bearing the original manufacturers label.
  6. 7.9.6. OCPI will not issue credit or accept charges/deductions for administrative, handling, or freight charges associated with the return of a product to OCPI.
10. 7.10. Return authorization is required with the following conditions:
  1. 7.10.1. Products will not be credited without a Return Authorization.
  2. 7.10.2. Credit will only be issued if it is within the terms of this policy.
  3. 7.10.3. Return authorization expires sixty (60) days from date issued.
11. 7.11. Recalls are subject to different return policies.
8. Returned Goods NOT Eligible for Credit
1. 8.1. OCPI will accept for return and destruction (but not for credit) the following:
  1. 8.1.1. Product outside of six months expiration (including recalled or discontinued product).
  2. 8.1.2. Product that is not expired unless sold under special guaranteed sales conditions.
  3. 8.1.3. Product marked “Professional Sample”, “Sample”, or “For Clinical Use Only”.
  4. 8.1.4. Product destroyed or damaged from causes such as fire, water or extremes of temperature or that has otherwise deteriorated due to improper storage or other conditions occurring after receiving of product and beyond the control of OCPI (or other force majeure).
  5. 8.1.5. Is a result of an overstock or inadequate inventory practice.
  6. 8.1.6. Product not its original manufacturers’ container/ packaging and bearing the original manufacturers label (including but not limited to reconstituted product, partial bottles, vials or syringes or vials with broken seals)
  7. 8.1.7. Products returned with illegible or missing lot number and/or expiration date.
9. Minimum Shipment
1. 9.1. Minimum order is $2500.
10. Drug Information/Inquiries or Quality Complaints
1. 10.1 Calls can be directed to OCPI Medical Information at 1-877-341-9245