Apex Energetics Sales Terms and Conditions

(Healthcare Professional-Customer Agreement)

Healthcare Professional-Customer (“Customer”) agrees to abide by the following Sales Terms and Conditions relating to the purchase of products from Apex Energetics, Inc. (“Apex Energetics”):  

Payment:  Payment shall be made via credit card unless otherwise agreed to by Apex Energetics.

Shipping:  Shipments will be made pursuant to the Apex Energetics Shipping Policy located at Vendor Shipping Policy, available at www.apexenergetics.com/vendor-shipping-policy and incorporated herein by reference. The standard shipping method on all domestic orders is UPS Ground and can take one (1) to five (5) days depending on location. Alternate shipping methods and expedited delivery options are available for additional cost. Delivery times are provided by UPS and are from date of shipping. Delivery delays can occasionally occur. Some shipments to and from certain locations may require additional time in transit. Orders received by Apex Energetics before 1:00 pm PT Monday-Friday are normally shipped the same business day. Orders received after 1:00 pm PT Monday-Friday, or on a holiday or weekend, are shipped the following business day. Other exceptions include shortened days prior to a holiday on which orders received prior to 11:30 am PT will be shipped the same day. Any shipment that requires an address change once the shipment is en route will incur a $19.00 shipping redirect fee.  When there are backordered items on an order, available items are shipped first. Backordered items will follow when they are back in stock and are shipped via the same shipping method as the original order. For international shipments, customers are solely responsible to ensure import compliance and to provide all documentation and fees required to ensure customs acceptance of their shipment into the destination country. Apex Energetics is not responsible or liable for undeliverable international packages or packages held by customs. Apex Energetics does not accept returns of products once they have left the US. International shipping is normally through USPS.

Returns:  Returns may be made pursuant to the Apex Energetics Return Policy located at Vendor Return Policy, available at www.apexenergetics.com/vendor-return-policy and incorporated herein by reference. All returns require authorization from Customer Service prior to return and will incur an 8% restocking fee.  Returned Products must be unmarked and unopened, with safety seals intact, in original condition, and returned within thirty (30) days of the invoiced date.  Returns on liquids, probiotics, or orders shipped outside of the United States are not accepted.  Sample vial sets will only be accepted within seven (7) days of delivery date.  Any claims of order discrepancies or damage must be reported to Customer Service within seven (7) days of receiving the Products.  Please contact Customer Service at (800) 736-4381 Monday-Friday 7:00 am- 5:00 pm PT to initiate a return.

Adverse Events:  Customer shall promptly notify Apex Energetics of any complaint or adverse claim about any Product or its use of which Customer becomes aware and to provide reasonable assistance in the investigation of any such complaint or claim. 

Vendor Distribution Policy:  Customer agrees to abide by the Apex Energetics Vendor Distribution Policy, available at www.apexenergetics.com/vendor-distribution-policy, which may be updated from time to time in Apex Energetics’ sole discretion and by its reference herein is incorporated into this Agreement.   Each of Customer’s purchase of Products from Apex Energetics is an explicit continued agreement by Customer to abide by these Sales Terms and Conditions and Apex Energetics’ Vendor Distribution Policy at the time of purchase. 

Compliance/Claims about Products:  Customer must sell and administer the Products strictly in accordance with the applicable standard of care and in compliance with all applicable laws and regulations, including those promulgated by the Food and Drug Administration and Federal Trade Commission and those related to patient/consumer privacy.  All claims about the Products must comply with applicable laws and regulations.  For example, Products may never be claimed to be nor used as replacements for/alternatives to conventional medical treatment/approaches.  Further, the Products may not be claimed nor used to delay the use of conventional medical treatment.

Failure to Comply/Remedies:  Apex Energetics reserves the right to terminate this Agreement and close Customer’s account at any time, with or without cause, and all outstanding amounts for products shipped will become immediately due and payable. Customer’s failure to comply with this Agreement and/or any Apex Energetics policies is a breach of contract and may result in immediate termination of Customer’s right to purchase any Products. 

Furthermore, in the event Customer fails to comply with these Sales Terms and Conditions and/or any of Apex Energetics’ policies, Apex Energetics may provide Customer notice of such failure to comply, and Customer shall have seven (7) days in which to cure. If, after such notice, Customer fails to cure within seven (7) days, it is stipulated that the amount of $200.00 per day shall serve as liquidated damages for each breach for so long as the breach continues.  Each breach with respect to each Product shall be considered a separate breach for purposes of this provision.  If a Customer supplies Products to a distributor, reseller, or retailer in violation of the foregoing, in addition to other remedies available to Apex Energetics, sales by such reseller or distributor shall be attributed to and treated as if made by Customer for purposes of calculating liquidated damages herein.  The parties agree and recognize that the actual amount of damages resulting from Customer’s breach is difficult or impossible to determine and that this liquidated damages provision shall be cumulative and therefore supplementary to any other remedy existing by law, equity, or statute.    

Indemnification:  Customer agrees to hold harmless, defend, and indemnify Apex Energetics and its officers, directors, employees, and agents from and against any and all claims, demands, lawsuits, losses, damages, injuries (including personal injury, death, or property damage), expenses (including attorneys’ fees),  and other liability of any kind or nature, brought by or resulting from claims by third parties that are based upon or arising out of any actual or alleged conduct or violation of law by Customer.   

Limitation of Liability:  APEX ENERGETICS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.  APEX ENERGETICS’ LIABILTY FOR MONEY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS WILL NOT EXCEED THE PRICE OF THE PRODUCTS AT ISSUES, REGARDLESS OF THE LEGAL THEORY OF LIABILITY. 

Disclaimer of Warranties:  APEX ENERGETICS DISCLAIMS ALL WARRANTIES FOR ITS PRODUCTS, EXPRESS AND IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Miscellaneous:  The relationship between Apex Energetics and Customer is solely that of vendor and vendee.  Nothing herein creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the parties or an employee/employer relationship.  Healthcare Professional is an independent contractor.  Neither party has any express or implied right or authority to assume or create any obligation on behalf of or in the name of other party or to bind the other party to any contract, agreement, or undertaking with any third party. 

This Agreement shall be governed in all respects by the substantive laws of the State of California without regard to such state’s conflict of law principles.   The sole and exclusive venue and jurisdiction for disputes shall be in the state or federal court located in Orange County, California, provided however, that equitable relief may be sought in any court having proper jurisdiction.  If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs in addition to any other legal or equitable relief to which such party may be entitled. Failure by either party to enforce any of the Terms and Conditions of this Agreement and/or Policy shall not constitute or be deemed to be a waiver of such Terms or Conditions, or of the right thereafter to enforce all Terms and Conditions of this Agreement. 

This Agreement is the entire agreement between the parties concerning its subject matter; and supersedes all prior and contemporaneous oral and written agreements, commitments, and understandings concerning the subject matter.  This Agreement shall prevail over any terms and conditions contained in or accompanying any purchase order issued by Customer and no such terms or conditions shall be effective to change or add terms or conditions hereto.