Terms of Sale

These Terms of Sale ("Terms") govern all quotations issued by, and all orders accepted by, Medexia LLC ("Medexia", "Seller") for the supply of over-the-counter pharmaceutical products ("Products") to business purchasers ("Buyer"). By placing an order, Buyer agrees to these Terms. Any conflicting terms in Buyer's purchase documents apply only if accepted by Medexia in writing.

1. B2B Sales Only

Medexia sells exclusively to licensed businesses — pharmacies, pharmacy chains, hospitals and clinic networks, wholesale distributors, government purchasers, and accredited NGOs. Medexia does not sell to consumers. Buyer represents that it holds all licenses required to purchase, import, and resell pharmaceutical products in its jurisdiction and will provide copies on request.

2. Quotations and Orders

• Quotations are valid for the period stated on the quotation (or 30 days if none is stated) and are subject to prior sale and stock availability.
• An order is binding only when Medexia issues a written order confirmation (a proforma invoice counts as confirmation).
• Minimum order quantities (MOQs) apply per product and are stated in the quotation.
• Orders may not be cancelled or varied after confirmation without Medexia's written consent; Buyer is responsible for costs already incurred.

3. Prices and Payment

• Prices are stated in the quotation currency (typically USD) and, unless otherwise stated, exclude taxes, duties, import charges, and destination fees, which are Buyer's responsibility.
• Standard payment terms are set out in the proforma invoice — typically an advance deposit with balance due before shipment, or an irrevocable letter of credit for larger consignments.
• Late payment accrues interest at the lesser of 1.5% per month or the maximum lawful rate. Medexia may suspend production or shipment while amounts are overdue.

4. Shipping, Title, and Risk

• Deliveries are made under the Incoterm stated in the order confirmation (commonly FOB, CFR, or CIF, Incoterms 2020). The Incoterm governs the transfer of risk and the allocation of freight and insurance costs.
• Title passes upon Medexia's receipt of payment in full.
• Quoted lead times and vessel schedules are estimates given in good faith; they are not guaranteed dates, and delay does not entitle Buyer to cancel except as required by law.
• Buyer is responsible for import clearance, permits, and compliance with the destination country's requirements, unless expressly agreed otherwise.

5. Inspection and Claims

• Buyer must inspect Products promptly on arrival.
• Claims for shortage, damage, or non-conformity must be notified in writing within 14 days of arrival at the destination port or warehouse, with supporting photographs and documentation. Claims for hidden transit damage must follow the carrier's and insurer's notice requirements.
• Medexia's responsibility for a valid claim is limited to replacement of the affected Products or credit of their invoice value, at Medexia's election.

6. Product Quality and Documentation

• Products are manufactured in GMP-certified facilities and are supplied with batch certificates of analysis.
• Medexia provides standard export documentation — commercial invoice, packing list, certificate of analysis, and, where agreed, certificates of pharmaceutical product, free-sale certificates, and product dossiers.
• Product shelf life on shipment will meet the minimum stated in the quotation.
• Products conform to the agreed specification. Except as expressly stated, all other warranties, including merchantability and fitness for a particular purpose, are disclaimed to the extent permitted by law.

7. Regulatory Responsibility

Product registration, marketing authorization, and any local labeling or language requirements in the destination country are Buyer's responsibility unless expressly agreed in writing. Medexia will supply reasonable documentation support. Buyer must not resell Products into jurisdictions where they are not authorized, and must maintain traceability records sufficient to support a recall.

8. Recalls and Safety

Each party will promptly notify the other of any quality defect, adverse event report, or regulatory action concerning shipped Products. Buyer will cooperate fully in any recall. If a recall results from a manufacturing defect, Medexia's responsibility is limited as set out in Section 9.

9. Limitation of Liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, or consequential damages, including lost profits; and (b) Medexia's total liability arising from any order is limited to the amount paid by Buyer for the Products giving rise to the claim. Nothing in these Terms excludes liability that cannot lawfully be excluded.

10. Compliance and Anti-Corruption

Each party will comply with applicable export control, sanctions, anti-bribery, and anti-money-laundering laws, including U.S. law. Medexia may decline or cancel any order where fulfillment would, in its reasonable judgment, breach such laws.

11. Force Majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control — including port congestion, carrier failures, epidemics, governmental action, raw-material shortages, or natural disasters. If a force majeure event continues for more than 90 days, either party may cancel the affected order, and Medexia will refund amounts paid for undelivered Products.

12. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. The parties will first attempt to resolve disputes amicably; failing that, disputes will be finally settled by binding arbitration in Wilmington, Delaware under the ICC Rules, in English. Either party may seek injunctive relief in a court of competent jurisdiction.

13. General

These Terms, together with the order confirmation and any signed supply agreement, are the entire agreement for each order. If any provision is held unenforceable, the remainder stays in effect. Buyer may not assign an order without Medexia's consent. Notices must be in writing to contact@medexia.us or to Buyer's email of record.