Terms and Conditions

The www.michaelgeorgeconsulting.com website (the "Site") is comprised of various web pages operated by Michael George Consulting, LLC ("MGC"). www.michaelgeorgeconsulting.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of www.michaelgeorgeconsulting.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference. www.michaelgeorgeconsulting.com is a Consulting Business Site. Michael George Consulting, LLC provides distribution services for individuals and small to large companies.

Electronic Communications

Visiting www.michaelgeorgeconsulting.com or sending emails to MGC constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Children Under Thirteen

MGC does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use www.michaelgeorgeconsulting.com only with permission of a parent or guardian.

Links to Third Party Sites/Third Party Services

www.mgcsupplies.com may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of MGC and MGC is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. MGC is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by MGC of the site or any association with its operators.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use www.michaelgeorgeconsulting.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to MGC that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. 

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of MGC or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. MGC content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of MGC and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of MGC or our licensors except as expressly authorized by these Terms.

International Users

The Service is controlled, operated and administered by MGC from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the MGC Content accessed through www.michaelgeorgeconsulting.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless MGC, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. MGC reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with MGC in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MICHAEL GEORGE CONSULTING, LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

MICHAEL GEORGE CONSULTING, LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. MICHAEL GEORGE CONSULTING, LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICHAEL GEORGE CONSULTING, LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MICHAEL GEORGE CONSULTING, LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. 

Termination/Access Restriction

MGC reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the Commonwealth of Massachusetts and you hereby consent to the exclusive jurisdiction and venue of courts in Massachusetts in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section. 

You agree that no joint venture, partnership, employment, or agency relationship exists between you and MGC as a result of this agreement or use of the Site. MGC's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of MGC's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by MGC with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and MGC with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and MGC with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms

MGC reserves the right, in its sole discretion, to change the Terms under which www.michaelgeorgeconsulting.com is offered. The most current version of the Terms will supersede all previous versions. MGC encourages you to periodically review the Terms to stay informed of our updates. 

Contact Us

MGC welcomes your questions or comments regarding the Terms:

Michael George Consulting, LLC

6 Liberty Square #2165

Boston, Massachusetts 02109

Email Address:

info@michaelgeorgeconsulting.com

_________________

Effective as of October 28, 2020

 

MGC Supply provides facilitation of purchases and sales of compounded pharmaceutical products and general medical products (“Products”) through a network of licensed compounding pharmacies. MGC Supply engages with a wide array of customers including but not limited to medical spas, health and medical care providers, health facilities and health clubs (“Customer”), to purchase Products.

MGC Supply facilitates each order (“Order”) from the Customer for Products manufactured by the supplier of the Products (“Supplier”) and the Supplier then dropships each Order to the Customer. The foregoing transactions are called Facilitations.

The following Terms and Conditions shall apply to each Facilitation and shall be binding on the Customer. Customer agrees that by placing the Order to be facilitated by MGC Supply, the Customer agrees to the Terms and Conditions set out herein.

1.   Title to Goods. Customer acknowledges that at no time during the Facilitation does MGC Supply take possession or title to the Products.

2.   Payment. Customer shall make payment in full at the time of placing the Order. In all events, Customer shall remain responsible for all amounts due and owing under each Order. Overdue amounts shall earn interest at the rate of 1.5% per month.

MGC Supply shall purchase the Products from the Supplier on behalf of Customer and arrange for delivery to Customer. If a payment is still outstanding more than fourteen (14) days after the due payment date, Michael George Consulting LLC reserves the right to engage a debt recovery company or similar vendor. All legal expenses and costs of collection will be payable by Customer.

3.   Superseding Terms and Conditions. Customer explicitly waives its own standard terms and conditions, whether included prior or after the acceptance of the Order by MGC Supply. In order to be valid, any derogation must be expressly agreed to in advance in a writing signed by both parties.

4.   Non-Solicitation. Customer agrees that, For a period of thirty-six (36) months after the most recent facilitated Order from MGC Supply or its affiliates Customer will not directly or indirectly issue purchase orders to Suppliers of MGC Supply for Products. In the event of a breach of this provision, Customer shall pay MGC Supply an amount equal to two times all monies paid to Customer by the Supplier(s).

5.   Entire agreement. This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof, and it supersedes all prior oral or written agreements, commitments, or understandings, with respect to the matters provided for herein. 

6.   Amendment.  This Agreement shall not be amended or waived except by written amendment duly executed by the authorized representatives of the party or parties to be charged therewith. 

7.   Waiver. The waiver by either Party of a default or breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent default or breach of the same or of a different provision by that Party.  No waiver or modification of this Agreement or of any covenant, condition, or limitation contained in this Agreement shall be valid unless in writing and duly executed by the Party or Parties to be charged therewith.

8.   Choice of Law.  This Agreement shall be governed by and construed in accordance with the domestic laws of the Commonwealth of Massachusetts without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts.

9.   Successors and assigns.  This agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. 

10.        Survival.  Provisions of this Agreement identified by the context to survive the termination or expiration of this Agreement shall so survive. 

11.        Additional documents. The Parties agree to execute and deliver such documents subsequent to closing as may be necessary to effectuate the intentions of the Parties hereto.  Notwithstanding the foregoing, neither party will be required to assume obligations greater than those intended herein.

12.        Severability; Intention of the Parties.  If any provision herein should, for any reason, be construed by a court of competent jurisdiction to be invalid or unenforceable, all other provisions shall remain in full force and effect and be construed so as to make this Agreement enforceable to the maximum extent allowed by law. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic or other benefits intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic or other effects of which are as close as possible to the intended effect of this Agreement without regard to such invalidity. The court or other tribunal making such determination is authorized and instructed to modify this Agreement so as to effect the original intent of the parties as closely as possible so that the transactions and agreements contemplated herein are consummated as originally contemplated to the fullest extent possible.

13.        Number/Gender. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

14.        Limitation of action.  Any legal action arising from or in connection with this contract must be brought within one year after the cause of action arises notwithstanding any otherwise applicable statute of limitation.

15.        Dispute Resolution Process. Each party hereby agrees that in the event of a dispute between them, they will first endeavor to reach a resolution and the principals of each party will engage in discussions in that effort. If the parties are unable to reach a resolution, they agree to submit the dispute to non-binding mediation for resolution prior to initiating litigation. 

16.        Venue. The parties agree that the Superior Court of the Commonwealth of Massachusetts, Norfolk or Suffolk County, shall be the only proper forum and court of competent jurisdiction for any dispute arising hereunder.

17.        Electronic signature.  This Agreement shall be deemed to be a legally enforceable contract under the United States Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001, et seq, whether it remains in electronic form or is subsequently reduced to a written document.  This Agreement in electronic form shall be deemed to have been authentically executed by each of the parties hereto upon that party’s confirmation via email or by that party’s use of digital signature, electronic or facsimile signature, or any other means agreed upon by the parties to verify identity and content.

18.        No Partnership. The parties agree that each party will act as an independent contractor, and not a partner, joint venturer or employee of the other party, in the performance of their respective duties under this Agreement.

19.        Force Majeure.  Without limiting the foregoing, MGC Supplies shall not be liable for any delay in performing any covenant or obligation hereunder, or any cessation of or interruption of services, as a result of matters outside of its control, including but not limited to those arising out of fire, flood, explosion, war, strike, power blackout, nature, civil or military authority, epidemic, pandemic or acts of God.

20.        Limitation of Damages; Limitation of Remedies.  Neither party shall be liable in any case for any loss of use, lost profits, special, incidental, consequential, indirect, or punitive damages.  In no event shall MGC Supply liability exceed reimbursement of the monies paid by the Customer pursuant to this contract in the prior trailing six (6) months.

21.        Counterparts; Facsimile and E-signatures. This Agreement may be executed in counterparts, each of which when so executed and delivered shall be taken together to be an original; but such counterparts shall together constitute one and the same document.  Facsimiles and e-signatures shall have the force of an original.

22.        Counsel.  The parties acknowledge that they have reviewed this agreement with legal counsel and such other professional counselors of their choosing or have had the opportunity to do so and have declined.

23.        Indemnification. Customer shall indemnify, defend and hold MGC Supply (and all officers, directors, employees, agents, and affiliates thereof)(“Releasees”) harmless from and against: (a) any claims, demands, actions, losses, damages, assessments, charges, liabilities, costs, and expenses (including reasonable interest, penalties, and attorney’s fees and disbursements)(“Claims”) which may at any time be suffered or incurred by, or be asserted against, Releasees, directly or indirectly, on account of or in connection with the Products or Orders including, without limitation, any Claims arising from defective Products, regulatory violations, or harm to the Customer or any end-user of the Products; and, (b) breaches of any the terms of this Order.

24.        Claims. In the event of any Claim being made against Customer with respect to a Product, Customer will provide immediate written notice to MGC Supply including any documents and information provided by Customer.

NOTICE OF PRIVACY RIGHTS

25.        Privacy. Customer’s use of www.michaelgeorgeconsulting.com is subject to MGC's Privacy Policy. Customer agrees that by placing an Order, Customer has reviewed the Privacy Policy, which also governs the Site and informs users of MGC Supply’s data collection practices.

WARRANTIES TO MGC SUPPLY

26.        Customer warrants and represents to MGC Supply that the following are true and shall be true with respect to the order of any Products:

                                 i.    Customer complies with all federal, state, and local laws and regulations including without limitation, with respect to licensing for purchase and distribution of Products;

                                ii.    Customer maintains up to date products liability and professional liability insurance;

                              iii.    Customer is and shall remain at all times fully licensed and legally authorized to deal in, store, and distribute the Products.

 

MGC SUPPLY LIMITATION OF WARRANTIES; LIMITATION OF DAMAGES

Whereas at no time during the Facilitation (1) does MGC Supply take possession or title to the Products, (2) is the manufacturer of the Products OR (3) provide any recommendations concerning the suitability of the Products for any particular application or use, MGC Supply MAKES NO REPRESENTATIONS OR WARRANTIES TO THE CUSTOMER AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE USE OF THE PRODUCTS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT to the fullest extent permitted by law.     

Without limiting the foregoing, the following shall apply:

WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL MGC SUPPLY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, LOSS OF REVENUE, LOST PROFITS, LOSS OF GOODWILL, LOST BUSINESS, OR CONSEQUENTIAL DAMAGES OR ANY AND ALL OTHER DAMAGES WHATSOEVER WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CUSTOMER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES COMPANY’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.  NOTHING IN THIS AGREEMENT SHALL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER OR EXCLUDE OR RESTRICT ANY LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM THE NEGLIGENCE OR FRAUD OF COMPANY.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, MGC SUPPLY INSERTION MAKES NO REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND MGC SUPPLY INSERTION SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

 

MGC Supply provides facilitation of purchases and sales of compounded pharmaceutical products (“Products”) and general medical supplies. MGC Supply engages with a wide array of customers including but not limited to medical spas, health and medical care providers, health facilities and health clubs (“Customer”), to purchase Products.

MGC Supply facilitates each order (“Order”) from the Customer for Products manufactured by the supplier of the Products (“Supplier”) and the Supplier then dropships each Order to the Customer. The foregoing transactions are called Facilitations.

The following Terms and Conditions shall apply to each Facilitation and shall be binding on the Supplier. Supplier agrees that by accepting the Order as facilitated by MGC Supply, the Supplier agrees to the Terms and Conditions set out herein.

1.   Title to Goods. Supplier acknowledges that at no time during the Facilitation does MGC Supply take possession or title to the Products.

2.   Non-Solicitation. Supplier agrees that, For a period of thirty-six (36) months after the most recent facilitated Order from MGC Supply or its affiliates Supplier will not directly or indirectly solicit or divert or accept business relating in any manner from Customers of MGC Supply or any of the customers or accounts of MGC Supply with which Supplier had any contact as a result of Supplier’s engagement with MGC Supply. In the event of a breach of this provision, Supplier shall pay MGC Supply an amount equal to two times all monies paid to Supplier by the Customer(s).

3.   Entire agreement. This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof, and it supersedes all prior oral or written agreements, commitments, or understandings, with respect to the matters provided for herein. 

4.   Amendment.  This Agreement shall not be amended or waived except by written amendment duly executed by the authorized representatives of the party or parties to be charged therewith. 

5.   Waiver. The waiver by either Party of a default or breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent default or breach of the same or of a different provision by that Party.  No waiver or modification of this Agreement or of any covenant, condition, or limitation contained in this Agreement shall be valid unless in writing and duly executed by the Party or Parties to be charged therewith.

6.   Choice of Law.  This Agreement shall be governed by and construed in accordance with the domestic laws of the Commonwealth of Massachusetts without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts.

7.   Successors and assigns.  This agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. 

8.   Survival.  Provisions of this Agreement identified by the context to survive the termination or expiration of this Agreement shall so survive. 

9.   Additional documents. The Parties agree to execute and deliver such documents subsequent to closing as may be necessary to effectuate the intentions of the Parties hereto.  Notwithstanding the foregoing, neither party will be required to assume obligations greater than those intended herein.

10.        Severability; Intention of the Parties.  If any provision herein should, for any reason, be construed by a court of competent jurisdiction to be invalid or unenforceable, all other provisions shall remain in full force and effect and be construed so as to make this Agreement enforceable to the maximum extent allowed by law. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic or other benefits intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic or other effects of which are as close as possible to the intended effect of this Agreement without regard to such invalidity. The court or other tribunal making such determination is authorized and instructed to modify this Agreement so as to effect the original intent of the parties as closely as possible so that the transactions and agreements contemplated herein are consummated as originally contemplated to the fullest extent possible.

11.        Number/Gender. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

12.        Limitation of action.  Any legal action arising from or in connection with this contract must be brought within one year after the cause of action arises notwithstanding any otherwise applicable statute of limitation.

13.        Dispute Resolution Process. Each party hereby agrees that in the event of a dispute between them, they will first endeavor to reach a resolution and the principals of each party will engage in discussions in that effort. If the parties are unable to reach a resolution, they agree to submit the dispute to non-binding mediation for resolution prior to initiating litigation. 

14.        Venue. The parties agree that the Superior Court of the Commonwealth of Massachusetts, Norfolk or Suffolk County, shall be the only proper forum and court of competent jurisdiction for any dispute arising hereunder.

15.        Electronic signature.  This Agreement shall be deemed to be a legally enforceable contract under the United States Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001, et seq, whether it remains in electronic form or is subsequently reduced to a written document.  This Agreement in electronic form shall be deemed to have been authentically executed by each of the parties hereto upon that party’s confirmation via email or by that party’s use of digital signature, electronic or facsimile signature, or any other means agreed upon by the parties to verify identity and content.

16.        No Partnership. The parties agree that each party will act as an independent contractor, and not a partner, joint venturer or employee of the other party, in the performance of their respective duties under this Agreement.

17.        Force Majeure.  Without limiting the foregoing, MGC Supplies shall not be liable for any delay in performing any covenant or obligation hereunder, or any cessation of or interruption of services, as a result of matters outside of its control, including but not limited to those arising out of fire, flood, explosion, war, strike, power blackout, nature, civil or military authority, epidemic, pandemic or acts of God.

18.        Limitation of Damages; Limitation of Remedies.  Neither party shall be liable in any case for any loss of use, lost profits, special, incidental, consequential, indirect, or punitive damages.  In no event shall MGC Supply liability exceed reimbursement of the monies paid by the Supplier pursuant to this contract in the prior trailing six (6) months.

19.        Counterparts; Facsimile and E-signatures. This Agreement may be executed in counterparts, each of which when so executed and delivered shall be taken together to be an original; but such counterparts shall together constitute one and the same document.  Facsimiles and e-signatures shall have the force of an original.

20.        Counsel.  The parties acknowledge that they have reviewed this agreement with legal counsel and such other professional counselors of their choosing or have had the opportunity to do so and have declined.

21.        Indemnification. Supplier shall indemnify, defend and hold MGC Supply (and all officers, directors, employees, agents, and affiliates thereof)(“Releasees”) harmless from and against: (a) any claims, demands, actions, losses, damages, assessments, charges, liabilities, costs, and expenses (including reasonable interest, penalties, and attorney’s fees and disbursements)(“Claims”) which may at any time be suffered or incurred by, or be asserted against, Releasees, directly or indirectly, on account of or in connection with the Products or Orders including, without limitation, any Claims arising from defective Products, regulatory violations, or harm to the Customer or any end-user of the Products; and, (b) breaches of any the terms of this Order.

22.        Supplier warrants and represents to MGC Supply and its Customers that the following are true and will be true with respect to Supplier’s performance hereunder:

                                 i.    Supplier complies with all federal, state, and local laws and regulations including without limitation, with respect to quality control and testing;

                                ii.    Supplier complies with best practices for pharmaceutical compounding facilities;

                              iii.    Supplier shall provide Products in according with Orders and all Products shall meet all stated and other requirements for formulations, potency, and purity;

                              iv.    Supplier shall not sell any adulterated, mislabeled or misbranded Product;

                                v.    The Products do not infringe on any patents, trademarks, or other intellectual property rights;

                              vi.    There are no pending or threatened lawsuits or regulatory actions of any kind pertaining to or concerning the Products;

                             vii.    Supplier maintains up to date products liability insurance;

                           viii.    Supplier shall store and deliver Products using proper storage, transportation, and handling protocols so as to maintain Product stability and efficacy.

                              ix.    Supplier is and shall remain at all times fully licensed and legally authorized to manufacture, store, and distribute the Products.