Wholesale Sales Agreement

This Sales Agreement (“Agreement”) is entered into as of [Date], by and between Bridge Global Health, a pharmaceutical wholesaler (“Seller”), and [Customer Name] (“Buyer”).

1. Sale of Goods

Seller agrees to sell, and Buyer agrees to purchase, the pharmaceutical products listed in Exhibit A (“Goods”) in accordance with the terms and conditions set forth herein.

2. Purchase Price and Payment Terms

a. Standard Payment Terms: All orders must be paid in full prior to shipment.

b. Net Payment Terms: For Buyers who have been granted approved credit terms by Seller, payment is due in full within thirty (30) days from the date of invoice. Late payments may be subject to interest charges as permitted by law.

3. Retention of Title

a. Title to the Goods shall remain with Seller until Seller has received full payment of the purchase price and any applicable interest or charges.

b. Risk of loss or damage to the Goods shall pass to Buyer upon delivery.

c. Until title passes to Buyer:

i. Buyer shall store the Goods separately from other products and clearly mark them as the property of Seller.

ii. Buyer shall maintain the Goods in satisfactory condition and insure them against all risks for their full price.

iii. Buyer shall not pledge or encumber the Goods in any way.

4. Right to Reclaim Goods

If Buyer fails to make full payment within thirty (30) days from the date of invoice, Seller reserves the right to:

a. Reclaim the Goods without further notice.

b. Enter Buyer’s premises or any location where the Goods are stored to recover them.

c. Seek reimbursement for any costs incurred in reclaiming the Goods.

5. Storage and Handling Requirements

a. Buyer shall store all Goods in accordance with the specific temperature and humidity conditions indicated on the product labeling and accompanying documentation. For example, refrigerated products must be maintained between 2°C and 8°C, while non-refrigerated items should be stored at ambient room temperature, typically between 15°C and 25°C.

b. Buyer shall implement appropriate measures to monitor and record storage conditions, including temperature and humidity, to ensure compliance with the specified requirements. Records should be maintained for at least the shelf-life of the product plus one year.

c. In the event of any deviation from the specified storage conditions, Buyer must promptly notify Seller and take corrective actions as necessary to prevent product degradation.

6. Minimum Shelf Life at Delivery

a. Seller guarantees that all Goods delivered under this Agreement shall have a minimum remaining shelf life of thirty (30) days from the date of delivery, unless otherwise agreed upon in writing by both parties.

b. If any Goods are found to have a remaining shelf life of less than thirty (30) days upon delivery, Buyer shall have the right to reject such Goods and request a replacement or refund, at Seller’s discretion.

7. Compliance with Good Distribution Practices (GDP)

a. Both parties agree to adhere to applicable Good Distribution Practices (GDP) to ensure the quality and integrity of pharmaceutical products throughout the supply chain. This includes proper storage, handling, transportation, and documentation practices as outlined in relevant regulations and guidelines.

b. Buyer shall ensure that all personnel involved in the storage and handling of Goods are adequately trained in GDP requirements and understand the importance of maintaining specified storage conditions.

8. Inspection and Audit Rights

a. Seller reserves the right to inspect Buyer’s storage facilities and review relevant records to verify compliance with the storage and handling requirements specified in this Agreement.

b. Any such inspections shall be conducted during normal business hours and upon reasonable notice to Buyer.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law principles.

10. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or understandings.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.