Terms & Conditions

The undersigned agrees that the following terms and conditions are applicable to all purchases made by the Applicant and shall constitute a binding agreement between Applicant, Guarantor(s) and ERXD LLC.

1. Applicant warrants that all information provided in this Application or otherwise submitted to ERXD LLC ("ERXD") is true and correct and is being furnished for the purpose of obtaining credit from ERXD. Any willful misrepresentation shall constitute a default by Applicant in its agreement with ERXD and shall result in disqualification of Applicant as a customer. Applicant agrees to provide ERXD with advance written notice of any change in ownership, management or control of Applicant. In any such event, all open invoices shall immediately become due and payable. Applicant agrees not to transfer or assign any open balance without ERXD's prior written consent.
2. The signatories hereto hereby authorize ERXD to conduct such investigations as it may deem necessary to verify their creditworthiness and agree to release all persons, companies, or corporations using or supplying such information, including ERXD, from any claims and losses that may result therefrom. Applicant authorizes ERXD to share information with other creditors of Applicant.
3. Applicant agrees to immediately notify ERXD, in writing, of any of the following events affecting Applicant or its owners or any Guarantor: bankruptcy (business or personal), investigations (Medicaid or otherwise), disciplinary hearings, suspension, licensing issues, provider/PBM audits, legal proceedings, judgments, liens and/or any material change in financial condition.
4. Payments terms are set forth on invoices. Payments not received on or before the date(s) set forth on the invoices shall be deemed late. If not otherwise specified, all payments are due and payable within thirty (30) days following the invoice date. Should the due date fall on a holiday or weekend, then payment is due at ERXD on the preceding business day.
5. Applicant acknowledges and understands that (a) ERXD has the absolute right to change pricing or payment terms, require full or partial payment in advance or suspend delivery of products to Applicant without any liability being incurred ERXD, (b) Applicant may be charged an additional shipping charge applicable to orders requesting upgraded, emergency or same day delivery, and (c) all orders of controlled substances and listed chemicals are subject to ERXD's suspicious order monitoring program then in effect. Orders identified by such program may be rejected and may result in future ordering restrictions.
6. Applicant hereby represents and warrants that all products purchased from ERXD are intended for Applicant's "Own Use" as that term is defined by the United States Supreme Court in Abbott Labs. v. Portland Retail Druggists Assoc., 425 U.S. 1 (1976). Applicant acknowledges and agrees that it does not and will not redistribute any products purchased from ERXD in the secondary market.
7. All payments shall be made in full, in accordance with the payment terms, via ACH direct debit or other payment forms acceptable to ERXD. ERXD may assess a service charge calculated at the rate of 1.5% per month (or the maximum rate allowed by law, if such rate is less than 1.5% per month) on any amount not paid by Applicant to ERXD when due under the terms of this Agreement. Failure or delay by ERXD to bill Applicant for any such service charge will not waive ERXD's right to receive the same. In the event of default in payments on any invoices or other agreements between Applicant and ERXD, ERXD shall have the right to declare all invoices immediately due and payable, and in the event of any bankruptcy or insolvency of Applicant, all invoices shall immediately become due and payable without notice or any further action on the part of ERXD, which Applicant hereby waives. ERXD's acceptance of any payment for less than the full amount of the indebtedness owed shall not constitute a waiver of ERXD's right to collect the balance (notwithstanding any endorsement on any check or other instrument) and shall not be deemed an accord and satisfaction. Applicant and each Guarantor are jointly and severally liable for all reasonable expenses, including attorneys' fees and costs, incurred by ERXD to collect any amounts due under this Agreement or to otherwise enforce any of the terms of this Agreement.
8. If any check or automated debit entry is returned because of insufficient funds or no open account, ERXD will assess and Applicant agrees that it shall be liable for a charge of $150. Without limiting ERXD's rights at law or in equity, ERXD may exercise a right of set-off against any and all amounts due by Applicant to ERXD.
9. All returns must be authorized by ERXD. Credit for returned Products will be assessed upon receipt of the merchandise and only for items that are authorized for return by ERXD. Issuance of a return authorization does not guarantee credit will be issued. All credits will be reflected in Applicant's account to apply toward future purchases. Any credits will be issued at the original purchase price shown on the invoice, less the amount of off-invoice allowances or adjustments, if any. Items returned due to Applicant error or overstocking are subject to a handling charge. All returns must comply with these terms and conditions and all applicable laws, rules and regulations.
10. ERXD may in its sole discretion, at any time, without prior notice, discontinue service, change Applicant's credit terms, cost of goods, discount, services or programs, and require payment in cash before shipment of any and all merchandise. Applicant waives any and all claims against ERXD for said conduct.
11. Until the Product is paid for in full, ERXD retains, and the Applicant hereby grants a security interest to ERXD in the products ERXD has sold or is selling to Applicant, together with all proceeds thereof (the "Product"). In order to secure timely and full payment and performance of all present and future obligations of Applicant to ERXD, including but not limited to all sales on credit, (collectively, the "Obligations") Applicant grants to ERXD a lien upon and security interest in the following personal property, wherever located, and now owned or hereafter acquired or arising (collectively, the "Collateral"): all of Applicant's (a) Accounts; (b) Inventory; (c) Equipment; and (d) General Intangibles and all Proceeds of the foregoing. All capitalized terms used herein and not defined have the meaning set forth in the Uniform Commercial Code as in effect in any jurisdiction in which any of the Collateral may at the time be located (the "UCC"). Applicant hereby authorizes ERXD to file a UCC-1 financing statement with the applicable state agency in order to perfect the security interest granted hereby and take any actions necessary to remain perfected so long as the Obligations are outstanding. Upon default by Applicant, ERXD may at any time enforce Applicant's rights against Applicant, including without limitation the right to enforce its rights against the Collateral. ERXD may pursue any remedy available at law and/or equity, including those available under the Uniform Commercial Code. Applicant has the risk of loss of the Collateral. Applicant will not make any sales, leases or other disposition of any of the Collateral except in the ordinary course of business. Applicant will not grant any other security interest in any of the Collateral.
12. Applicant agrees to indemnify and hold ERXD and its officers, shareholders and employees, harmless from and against any and all claims, liabilities, losses, costs and expenses (including attorneys' fees), arising directly or indirectly out of: (a) the fraud, intentional misconduct, omission or negligence of Applicant and its owners, managers and representatives; and (b) the marketing, storage, distribution, sale or use of Products sold by ERXD to Applicant, including claims for personal injury, death and property damage.
13. Applicant hereby authorizes ERXD to communicate with Applicant via writing, telephone, facsimile and email. Applicant authorizes ERXD to communicate promotional opportunities to Applicant.
14. The laws of the State of New York will apply. THE PARTIES WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION BASED ON OR ARISING FROM THIS CREDIT AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.

The authorized representative signing below represents and warrants to ERXD LLC that such person has read and understands the provisions set forth in this Credit Application & Terms of Service. Such authorized representative further represents and warrants that such person has reviewed the information provided herein in its entirety, including any responses completed on Applicant's behalf by an ERXD representative, and that all such information is complete and correct.