Shipping and Delivery Policy

This Policy is published by VIP Supply LLC, a Delaware limited liability company ("VIP Supply"), whose principal office is at 1700 Market Street, Suite 1005, Philadelphia, PA 19103. In this Policy, you means the person or organization that places an Order with VIP Supply. Capitalized terms have the meanings given in Section 2.

1. What this Policy covers, and how it fits our other published documents

1.1 This Policy states where VIP Supply ships, how long it takes to prepare a Shipment before dispatch, which Carriers it uses, how it packs and handles a Cold Chain Shipment, who carries the risk of loss while a Shipment is in transit, when title passes, what happens to a Shipment that cannot be delivered or is refused, which customs and import duties fall on you, and how you are told that a Shipment has been dispatched.

1.2 This Policy is incorporated by reference into the Website Terms and forms part of them. By placing an Order you accept this Policy in the version published on the date VIP Supply accepts that Order.

1.3 The Website Terms state the ranking of the documents that apply to you, and that is the only ranking. Under it: first, a separate signed supply contract between you and VIP Supply; second, an Order Confirmation, and only for the commercial terms it states; third, each document the Website Terms incorporate by reference, on the subject the Website Terms state for that document; fourth, the body of the Website Terms; fifth, the exhibits to the Website Terms. On a subject the Website Terms do not state for a document they incorporate, the body of the Website Terms prevails over that document. Under that ranking this Policy prevails on dispatch, delivery, transfer of risk, inspection, customs and duties, and a claim for shortage, damage in transit or non-delivery, and the Refund Policy prevails on returns, cancellations, refunds and credits. Where this Policy and the Refund Policy differ on a Notice window, on what a Notice must contain, on a condition of a refund or a replacement, or on the time within which a refund is paid, the Refund Policy controls.

1.4 The money remedies for a non-conforming Shipment are in the Refund Policy, and this Policy does not restate them. The limits on what VIP Supply is answerable for, and the disclaimer of warranties, are in the Website Terms, and this Policy does not restate them either, so that only one of each exists across VIP Supply's published documents. What VIP Supply collects about you, and who receives it, is in the Privacy Policy.

1.5 VIP Supply does not sell through an online checkout. The website at vipsupplyllc.com publishes no prices, holds no cart, carries no customer login and takes no payment. An Order is placed after an account is opened and verified under Section 3, and is quoted for each Order rather than from a published price list.

2. Definitions

2.1 "Business Day" means a day other than a Saturday, a Sunday, or a day on which commercial banks in Philadelphia, Pennsylvania are authorized or required by law to close.

2.2 "Carrier" means a third-party transport company, including a parcel company, a freight company and a specialty temperature-controlled courier, that VIP Supply or you engage to move a Shipment.

2.3 "Cold Chain Shipment" means a Shipment containing a Product whose labeling, specification or manufacturer instruction states a temperature range for storage or transport.

2.4 "Force Majeure Event" means an event beyond the reasonable control of the party affected by it that the affected party could not have avoided or overcome by reasonable diligence, including a natural disaster, fire, explosion, flood, earthquake, hurricane or other severe weather, war, armed conflict, terrorism, riot or civil commotion, an epidemic or pandemic or other outbreak of communicable disease, a public health emergency, a quarantine, a shelter-in-place direction or a travel restriction, an embargo, sanction or export restriction imposed after the date an Order is accepted, an action, direction or ruling of a governmental or regulatory authority, a general strike or industrial disturbance not limited to the affected party's own personnel, a failure of public utilities, a failure of a transport network or of the public internet not caused by the affected party, a cyberattack or ransomware event not resulting from the affected party's own failure to maintain reasonable security measures, and another event of a similar nature beyond the affected party's reasonable control. A Force Majeure Event does not include the affected party's financial inability to perform, a change in market conditions or in the cost or price of labor, materials, energy, transportation, tariffs or capital, a labor dispute limited to the affected party's own personnel, or an act or omission of the affected party's own supplier unless that act or omission is itself caused by an event that would be a Force Majeure Event as to that supplier and the affected party cannot obtain substitute performance on commercially reasonable terms.

2.5 "Notice" means a written communication given under Section 16.

2.6 "Order" means a request from you for Products that VIP Supply has accepted by issuing an Order Confirmation for it.

2.7 "Order Confirmation" means the written confirmation VIP Supply issues that identifies the Product ordered, the quantity, the price and the delivery arrangement for one request for Products. Issuing an Order Confirmation is the only act by which VIP Supply accepts such a request, which is what the Website Terms also say. An acknowledgement of receipt, a quotation, an invoice, a payment, a payment authorization, a shipping notification and a statement by an employee or an agent of VIP Supply are not an Order Confirmation and do not accept a request for Products.

2.8 "Policy" means this document, in the version published at /shipping/ on vipsupplyllc.com on the date stated at the top of it.

2.9 "Privacy Policy" means the companion document of that name published at /privacy/ on vipsupplyllc.com.

2.9A "Eligibility Policy" means the companion document published at /eligibility/ on vipsupplyllc.com and titled Customer Verification and Eligibility Policy.

2.10 "Product" means an item VIP Supply supplies, including a professional or laboratory-use biologic, a diagnostic, a veterinary item and related supply.

2.11 "Qualifying Return" has the meaning the Refund Policy gives it: a delivery, or a failure of delivery, that falls within one of the five cases the Refund Policy lists and that meets the Notice condition and the documentation condition the Refund Policy sets for that case.

2.12 "Refund Policy" means the companion document published at /returns/ on vipsupplyllc.com and titled Return and Refund Policy.

2.13 "Shipment" means the Products dispatched under one Order in one consignment, together with their packaging.

2.14 "Website Terms" means the companion document published at /terms/ on vipsupplyllc.com and titled Terms and Conditions.

3. Verification of your license before a first Shipment

3.0A The Eligibility Policy states in full who may hold an account and what VIP Supply verifies before it releases a Product. This Section 3 states only what that verification means for a Shipment. Where this Section and the Eligibility Policy differ on what is verified, the Eligibility Policy governs.

3.1 Before VIP Supply dispatches a first Shipment to you, you must give VIP Supply (a) the legal name and street address of the purchasing organization, (b) a copy of each license, registration or permit that authorizes you to buy and hold the Products you are buying, showing its number, its issuing authority and its expiry date, (c) the name and title of each person authorized to receive a Shipment at the delivery address, and (d) for a Cold Chain Shipment, confirmation that the delivery address can store each Product within the temperature range stated on its labeling.

3.2 VIP Supply checks each license, registration and permit you give under Section 3.1 before a first Shipment, again at least once every twelve (12) months after that, and again on each renewal date you give.

3.3 VIP Supply withholds dispatch until the check under Section 3.2 is complete. Where that check is not complete within thirty (30) days after VIP Supply accepts an Order, VIP Supply may cancel that Order and refunds any amount prepaid for it within ten (10) Business Days after it gives Notice of the cancellation.

3.4 You must give Notice within five (5) Business Days after a license, registration or permit used to verify your account is suspended, revoked, surrendered, allowed to lapse or materially restricted. VIP Supply withholds dispatch of any Shipment containing an affected Product from the time it receives that Notice until you give it evidence that the license, registration or permit has been reinstated.

3.5 A delivery address must be an address that appears on a license, registration or permit checked under Section 3.2, or the address of another licensed facility that you identify in writing and VIP Supply accepts in writing before dispatch. VIP Supply does not deliver a Product to a residential address, to a mailbox service, to a parcel locker or to a freight forwarder's address, refuses a request for delivery to any of those addresses, and refunds any amount prepaid for the affected Shipment. That prohibition is absolute, and Section 8.2 does not qualify it.

4. Where VIP Supply ships, and where it does not

4.1 VIP Supply ships to addresses in the fifty (50) states of the United States and in Washington, D.C., subject to Section 3.5 and Section 4.2.

4.2 VIP Supply does not ship a Product into a state, territory or country in which that Product may not lawfully be supplied to a holder of your license type, and does not ship a Product to a person or an address subject to a United States trade sanction or export restriction. Whether a Product is available to you depends on your license type and on your jurisdiction, and the appearance of a Product on the website is not an offer to supply that Product to you.

4.3 Where VIP Supply cannot lawfully dispatch an accepted Order, it cancels that Order and refunds any amount prepaid for it within ten (10) Business Days after it gives Notice of the cancellation.

4.4 VIP Supply ships to an address outside the United States only where it has accepted an Order for export in writing and Section 13 is satisfied.

5. Processing time before dispatch

5.1 VIP Supply dispatches a Shipment of in-stock Products within two (2) Business Days after the later of (a) the date it issues the Order Confirmation and (b) completion of the check under Section 3.2.

5.2 For a Product that is not in stock, or a Product that its manufacturer releases lot by lot, VIP Supply gives you a dispatch estimate in writing within two (2) Business Days after it accepts the Order, and gives Notice within one (1) Business Day after it learns that the estimate has moved by more than five (5) Business Days.

5.3 VIP Supply dispatches a Cold Chain Shipment only on a Business Day on which the Carrier's selected service commits to delivery on or before the next Business Day, so that a Cold Chain Shipment does not sit in a Carrier network over a weekend or a public holiday.

5.4 Where VIP Supply has not dispatched a Shipment within ten (10) Business Days after the later of the two events in Section 5.1, you may cancel the Order by Notice, and VIP Supply refunds any amount prepaid for the undispatched part of that Order within ten (10) Business Days after it receives that Notice.

5.5 Section 5.4 is not your only cancellation right. The Refund Policy lets you cancel an Order at no charge, at any time before VIP Supply releases the Order to the Carrier or begins a temperature-controlled pack-out for it, and that right does not depend on ten Business Days passing. The Refund Policy states the period within which the refund on a cancellation is paid, and that period is ten (10) Business Days.

6. Carriers and service levels

6.1 VIP Supply selects the Carrier and the service level for each Shipment, unless you name a Carrier and a service level in the Order and VIP Supply accepts them in writing.

6.2 VIP Supply uses (a) a national parcel Carrier for an ambient Shipment, (b) a freight Carrier for a palletized Shipment, and (c) a specialty temperature-controlled Carrier, or a validated insulated parcel method, for a Cold Chain Shipment.

6.3 A Carrier's published transit time is that Carrier's own estimate. It is not a delivery date promised by VIP Supply, and VIP Supply does not promise a delivery date or a delivery time for any Shipment. A missed Carrier service commitment is remedied, if at all, under that Carrier's own service guarantee, and VIP Supply files the claim for a Shipment on which VIP Supply is the shipper of record.

6.4 Where you name your own Carrier or your own Carrier account under Section 6.1, risk of loss passes under Section 11.2 and VIP Supply does not file a Carrier claim for that Shipment.

7. Cold Chain Shipments: packing, handling and receipt

7.1 VIP Supply packs each Cold Chain Shipment in an insulated container, with a coolant configuration chosen for the temperature range stated on the Product labeling and for the Carrier's committed transit time, and marks the outer container to identify it as a temperature-sensitive consignment.

7.2 VIP Supply includes a single-use temperature indicator or an electronic temperature logger in each Cold Chain Shipment, and states in the dispatch message under Section 9.1 which one it used.

7.3 You must (a) have a person authorized under Section 3.1 available to receive a Cold Chain Shipment on the Carrier's committed delivery date, (b) open the outer container and read the temperature indicator or logger within two (2) hours after delivery, (c) move each Product into storage within the temperature range stated on its labeling within that same period, and (d) keep the container, the coolant, the indicator or logger and the packing list undisturbed at the delivery address, and keep each affected Product in that storage, labelled as held for a claim and held apart from saleable stock, until the claim is resolved. The Refund Policy defines when a claim is resolved and states the same period, in the same words, for the same things. Opening the outer container and reading the device, as Section 7.3(b) requires, is what the Refund Policy also requires, and doing it never defeats a claim under either document.

7.4 Where a temperature indicator or logger shows an excursion outside the range stated on the Product labeling, or the coolant has fully expended on arrival, you must give Notice under Section 10.2, and you must not administer, dispense, resell or further distribute the affected Product. VIP Supply then applies the remedy in the Refund Policy, and VIP Supply pays the return freight for a Shipment it dispatched.

7.5 Where you do not do what Section 7.3 requires, and the condition of a Product cannot be established as a result, VIP Supply does not refund the price of that Product. This Section does not apply to a condition recorded by the indicator or logger before delivery.

8. Shipping charges, surcharges and taxes

8.1 VIP Supply quotes the shipping charge for each Order before you accept the quote. The quoted charge covers Carrier freight, the packaging described in Section 7 for a Cold Chain Shipment, and any Carrier surcharge VIP Supply knows about on the date it quotes.

8.2 You must pay a Carrier surcharge that the Carrier raises after dispatch and that VIP Supply did not know about on the date it quoted, including a redelivery charge, an address-correction charge, a storage charge, a detention charge and a residential-delivery surcharge a Carrier levies on a commercial address, within thirty (30) days after you receive an invoice for it from VIP Supply with the Carrier's own charge document attached. Section 3.5 prohibits delivery to a residential address, so a residential-delivery surcharge can only arise where a Carrier has classified a commercial address as residential, and you may dispute it under Section 8.3.

8.3 VIP Supply may withhold dispatch of a further Shipment to you, and may offset the amount against a refund otherwise due to you, while an undisputed amount under Section 8.2 is more than thirty (30) days past due, and only after it has given you the written warning and the opportunity to cure that the Website Terms require before VIP Supply suspends performance for non-payment. You may withhold an amount you dispute in good faith on the terms the Website Terms state, and neither you nor VIP Supply may offset against an amount the other has disputed in good faith on those terms.

8.4 Shipping charges are exclusive of sales, use and similar transaction taxes, which you pay or for which you give VIP Supply a valid exemption certificate.

9. Tracking, and what this Policy collects about you

9.1 VIP Supply sends you the Carrier name, the service level, a tracking reference, and the lot number and expiry date of each Product in the Shipment, by email to the address on your verified account, within one (1) Business Day after dispatch.

9.2 Where a tracking reference has not reached you within one (1) Business Day after dispatch, you may ask for it at info@vipsupplyllc.com, and VIP Supply sends it within one (1) Business Day after it receives that request. A missing or incorrect tracking reference is not a failure of delivery and does not on its own give rise to a refund.

9.3 This Policy causes VIP Supply to collect information about you and about people in your organization, and the Privacy Policy describes that information, says who receives it and says how long each record is kept. What this Policy itself causes to be collected is: the legal name and street address of the purchasing organization; a copy of each license, registration and permit that authorizes you to buy and hold the Products you are buying, showing its number, its issuing authority and its expiry date; the name and title of each person authorized to receive a Shipment at the delivery address; the confirmation Section 3.1(d) asks for about storage at the delivery address; the date on which VIP Supply checked each license, registration and permit and the date the next check is due; a Notice under Section 3.4 that a license, registration or permit has lapsed, been suspended, been revoked, been surrendered or been restricted; the delivery address and the name of the person who signs for a Shipment; the photographs, the records and the identity of the receiving person that Section 10.3 asks for on a claim; the number of units of an affected lot you hold and the identity of each person to whom you supplied a unit you no longer hold, which Section 15.2 asks for; and the lot traceability records Section 15.5 requires you to keep and to give VIP Supply access to.

9.4 None of that reaches VIP Supply through the contact form on vipsupplyllc.com. VIP Supply runs no customer portal, no customer login and no automated fulfillment system on vipsupplyllc.com, so every item listed in Section 9.3 reaches VIP Supply by email to info@vipsupplyllc.com, or by post or by fax to the addresses in Section 16.3, and a dispatch message, a tracking reference and a delivery record reach you from a person, by email. That mailbox forwards to a mail service Google operates, so Google receives the contents of what is sent to it. The Privacy Policy says so, and says what is and is not established about how long the mailbox keeps a copy.

10. Delivery, inspection, and the Notice window for a damaged or temperature-excursed Shipment

10.1 Delivery occurs when the Carrier tenders the Shipment at the delivery address and a person authorized under Section 3.1 signs for it or, where the Carrier's selected service does not call for a signature, when the Carrier records the Shipment as delivered at that address.

10.2 You must examine each Shipment on delivery, and you must give Notice of any condition for which you will ask for a refund or a replacement. Two Notice windows apply, and they are the windows the Refund Policy sets:

• within one (1) Business Day after delivery, for visible damage to the outer container, to a primary container or to a sterile barrier, and for a temperature excursion shown by the indicator or logger in a Cold Chain Shipment; and

• within three (3) Business Days after delivery, for a shortage, a wrong Product measured against the Order Confirmation, a Product the Order does not include, and any other condition the Refund Policy makes a Qualifying Return.

The shorter window in Section 10.2(a) exists because the evidence does not keep: coolant expends, a temperature indicator can reset, and crush and wet damage is lost once an outer carton is opened and the contents are moved into storage. The Refund Policy states the same two windows, and where this Policy and the Refund Policy differ on a Notice window the Refund Policy governs. The Refund Policy measures a wrong Product against the Order Confirmation, which is why Section 10.2(b) does too. A Shipment that was not delivered at all is not a condition under this Section 10.2, because the windows in it run from delivery: Section 11.4 and Section 12.5 say what happens then, and the Refund Policy sets the Notice window and the remedy for it.

10.3 A Notice under Section 10.2 must be given by email to info@vipsupplyllc.com with the word RETURN in the subject line, and must state the Order it relates to, the invoice number, the delivery date, each affected Product, its lot number, the quantity affected, and which condition in Section 10.2 is claimed. You must then send the photographs and records that the Refund Policy lists, including photographs of the outer container, of the cold-chain packaging and coolant as found, of the temperature indicator or logger and its reading, of each affected Product and its label, and of the packing list, within five (5) Business Days after that Notice.

10.4 Where you do not give a conforming Notice within the window that Section 10.2 sets for the condition concerned, you accept that Shipment as delivered for that condition, and no refund and no replacement is available from VIP Supply for it. This Section does not reach a condition that could not reasonably have been discovered on the examination required by Section 10.2, and it does not reach any right of yours that cannot be limited by law.

10.5 VIP Supply gives a written decision on a claim under Section 10.2 within three (3) Business Days after it receives both a conforming Notice and the photographs and records required by Section 10.3, and applies the remedy in the Refund Policy.

11. Risk of loss and passage of title

11.1 Title to a Product passes to you when VIP Supply receives payment in full for that Product, and not before.

11.2 Risk of loss of, and damage to, a Shipment passes to you when delivery of that Shipment occurs under Section 10.1, except that where you name your own Carrier or your own Carrier account under Section 6.1, risk of loss passes to you when VIP Supply tenders the Shipment to that Carrier. Risk does not pass before delivery occurs, so on a service that calls for a signature a Shipment left at a dock without one is still at VIP Supply's risk and the Notice windows in Section 10.2 have not begun.

11.3 You keep each Product identifiable as VIP Supply's property, keep it within the temperature range stated on its labeling, and do not pledge it or grant a security interest in it, until title to that Product passes to you under Section 11.1.

11.4 Where a Shipment is lost or damaged in transit and risk of loss had not passed to you, VIP Supply replaces that Shipment or refunds its price, at your choice, under the Refund Policy, and VIP Supply files any Carrier claim for it. The Refund Policy treats a Shipment the Carrier's record does not show as delivered within five (5) Business Days after the Carrier's committed delivery date as a Qualifying Return in its own right, gives it a Notice window of three (3) Business Days after the end of that period, and lists the records you send to support it. You do not have to prove what became of a Shipment you never received.

11.5 A breach of Section 11.3 is a material breach, and VIP Supply may withhold dispatch of any further Shipment to you until that breach is cured.

11.6 The limits on what VIP Supply is answerable for, and the disclaimer of warranties, are in the Website Terms. This Policy creates no limit of its own and restates none.

12. Shipments that cannot be delivered, are refused, or are returned

12.1 A Shipment is undeliverable where the Carrier cannot complete delivery at the delivery address after the number of attempts its selected service includes, where no person authorized under Section 3.1 is available to receive it, where the delivery address is wrong or incomplete, or where you refuse it.

12.2 You must give Notice within one (1) Business Day after you learn that a Shipment is undeliverable, so that VIP Supply can arrange redelivery before the coolant in a Cold Chain Shipment expends.

12.3 Where a Shipment is undeliverable for a reason other than your refusal of it, VIP Supply arranges one redelivery at your cost under Section 8.2 if each Product in that Shipment remains within the temperature range stated on its labeling, and otherwise VIP Supply recovers or disposes of the Shipment. Section 12.4 states what happens where you refuse a conforming Shipment.

12.4 Where you refuse a Shipment that conforms to the Order, you pay the outbound freight, the return freight and any Carrier storage charge, and VIP Supply may offset those amounts against a refund otherwise due to you. VIP Supply does not refund the price of a Product that it recovers in a condition that prevents resale, and a Product from a Cold Chain Shipment that has left your control or has left the Carrier's temperature-controlled custody is in that condition. A Shipment you refuse, and a Shipment a Carrier returns to VIP Supply undelivered, is returnable only where VIP Supply caused the failed delivery. The Refund Policy says the same, treats that case as a Qualifying Return in its own right, and measures its Notice window from the Carrier's record of the refusal, or of the return of the Shipment to VIP Supply, rather than from delivery, because no delivery occurred.

12.5 Where a Shipment is undeliverable for a reason within VIP Supply's control, VIP Supply pays the return freight and the cost of one redelivery, and refunds the price of any Product it cannot redeliver within the temperature range stated on that Product's labeling. The Refund Policy gives a Shipment that was not delivered its own Notice window and its own remedy, and that remedy is a replacement or a refund at your choice.

12.6 VIP Supply does not accept a return that you send without a return authorization issued under the Refund Policy, and refuses delivery of an unauthorized return. A Product you return without a return authorization travels at your risk, and VIP Supply does not refund its price.

13. Shipments that cross a customs border: duties and importer of record

13.1 VIP Supply dispatches a Shipment across a customs border only where it has accepted an Order for export in writing.

13.2 For a Shipment that crosses a customs border, you are the importer of record in the destination country, unless VIP Supply has agreed in writing to a different arrangement for that Shipment. As importer of record, you must (a) hold every import license, registration and permit the destination country requires for the Products in that Shipment, (b) make the import declaration, (c) pay every duty, tax, tariff, broker fee and inspection charge the destination country levies, and (d) name your customs broker to VIP Supply in writing before dispatch.

13.3 A price and a shipping charge quoted by VIP Supply exclude every duty, tax, tariff, broker fee and inspection charge levied outside the United States. VIP Supply tenders a Shipment that crosses a customs border on a delivered-duty-unpaid basis, which means that VIP Supply pays the freight to the destination and you pay the import charges and clear the Shipment through customs.

13.4 You must reimburse VIP Supply for any duty, tax, tariff, penalty, broker fee, Carrier charge or storage charge that VIP Supply pays because an import charge went unpaid or an import declaration was not made, within thirty (30) days after VIP Supply sends you an invoice for it with the charging document attached. VIP Supply may offset an unpaid and undisputed amount under this Section against a refund otherwise due to you, and may withhold dispatch of a further Shipment to you while that amount is unpaid and undisputed, and only after it has given you the written warning and the opportunity to cure that the Website Terms require before VIP Supply suspends performance for non-payment. You may withhold an amount you dispute in good faith on the terms the Website Terms state.

13.5 Where an authority in the destination country holds, seizes or destroys a Shipment, VIP Supply does not refund the price of the Products in that Shipment, except where the hold, seizure or destruction arose from an error in documentation that VIP Supply prepared, in which case VIP Supply refunds the price and the freight.

13.6 VIP Supply does not adopt a published international trade term for a Shipment unless the written acceptance of the Order names that term and the edition of the rules it comes from.

13.7 Risk of loss on a Shipment that crosses a customs border passes under Section 11.2.

14. Delay, and events beyond the control of a party

14.1 Neither you nor VIP Supply is in breach of this Policy on account of a failure or delay in performing an obligation under it, other than an obligation to pay money when due, to the extent a Force Majeure Event causes that failure or delay and the affected party does what Section 14.2 requires.

14.2 As a condition to relief under Section 14.1, the affected party must give Notice within five (5) Business Days after the Force Majeure Event begins to affect its performance, describing the event, the obligations affected and its good-faith estimate of how long the effect will last, must take reasonable steps to reduce the effect and to resume performance, and must give Notice within one (1) Business Day after the effect ends.

14.3 A FORCE MAJEURE EVENT DOES NOT EXCUSE AN OBLIGATION TO PAY AN AMOUNT DUE FOR A PRODUCT ALREADY DELIVERED.

14.4 Where a Force Majeure Event prevents dispatch or delivery of an accepted Order for thirty (30) consecutive days after the Notice given under Section 14.2, either you or VIP Supply may cancel the undelivered part of that Order by Notice, and VIP Supply refunds any amount prepaid for the cancelled part within ten (10) Business Days after it receives or gives that Notice. That refund is the only remedy for the cancelled part.

14.5 During a Force Majeure Event that affects VIP Supply, you may buy the affected Products from another supplier, and doing so is not a breach of a minimum purchase commitment in a supply agreement signed by you and VIP Supply for the period of that event.

15. Recall and field action affecting a Shipment

15.1 VIP Supply gives you Notice within one (1) Business Day after it learns of a fact that could call for a recall, a market withdrawal, a stock recovery or another field action for a Product it has shipped to you. That Notice states the lot numbers affected and what to do with the affected Products.

15.2 After you receive a Notice under Section 15.1, you must (a) quarantine every unit of the affected lots in your possession, (b) stop dispensing, administering, reselling and further distributing them, (c) tell VIP Supply how many units of each affected lot you hold, and to whom you supplied any unit you no longer hold, within two (2) Business Days after you receive that Notice, and (d) follow the field-action instruction in that Notice.

15.3 VIP Supply pays the return freight for, and refunds the price of, every unit of an affected lot that you return under Section 15.2. That remedy is in addition to the remedies in the Refund Policy.

15.4 Where VIP Supply is not the manufacturer and not the label holder of a Product, the manufacturer or the label holder decides a field action for that Product, and VIP Supply passes that decision and its instruction on to you under Section 15.1. Where VIP Supply is the label holder of a Product, or where VIP Supply's own storage, handling or transport of a Product caused the condition, VIP Supply decides the field action for the units it shipped.

15.5 You must keep the records needed to trace each lot you receive to each person to whom you supplied a unit of it, for three (3) years after the date VIP Supply delivers that lot, and you must give VIP Supply access to those records on Notice where a field action calls for it. VIP Supply may withhold dispatch of a further Shipment to you while you have not given that access.

16. Notices

16.1 A Notice must be in writing, must state the Section of this Policy under which it is given, and must be sent to the recipient at an address in Section 16.3 or at another address the recipient has given by Notice under this Section.

16.2 A Notice is given (a) on the date of transmission, where it is sent by email to the address in Section 16.3 with the subject line Notice under this Policy, before 5:00 p.m. local time of the recipient on a Business Day, and otherwise at 9:00 a.m. local time of the recipient on the next Business Day, and in each case only where the sender receives no automated rejection or non-delivery message; or (b) on the date of delivery, where it is delivered by a nationally recognized courier that gives electronic confirmation of delivery, before 5:00 p.m. local time of the recipient on a Business Day, and otherwise at 9:00 a.m. local time of the recipient on the next Business Day.

16.3 A Notice to VIP Supply goes to VIP Supply LLC, Attn: Jayesh Patel, Partner, 1700 Market Street, Suite 1005, Philadelphia, PA 19103, and by email to info@vipsupplyllc.com. Telephone (267) 900-4229. A Notice to you goes to the postal address and the email address on your verified account.

16.4 A Notice under Section 10.2 is given when it is sent by email in the form Section 10.3 sets, because the Refund Policy makes a written email record a condition of the claim. Section 16.1 and Section 16.2(a) do not apply to it: it does not have to state the Section of this Policy under which it is given, it carries the subject line Section 10.3 states rather than the subject line in Section 16.2(a), and no courier copy is required for it. A Notice of a license lapse under Section 3.4 and a Notice of cancellation are effective only where the sender also sends a copy by courier under Section 16.2(b) on the same Business Day or the next one.

16.5 A communication given other than under this Section does not start a period under this Policy, and VIP Supply does not owe a remedy for a condition for which no conforming Notice was given, subject to Section 10.4.

17. Governing law, venue and individual claims

17.1 This Policy, and every claim and dispute arising out of or relating to this Policy, a Shipment, an Order or the relationship between you and VIP Supply, whether in contract, tort, statute, equity or otherwise, is governed by and construed in accordance with the laws of the State of Texas, without giving effect to any conflict-of-laws rule that would apply the law of another jurisdiction. The U.N. convention on contracts for the international sale of goods does not apply to this Policy.

17.2 You and VIP Supply each submit to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas for any action arising out of or relating to this Policy, consent to personal jurisdiction in those courts, and waive any objection to venue in those courts and any defense of inconvenient forum.

17.3 A claim arising out of or relating to this Policy may be brought only in an individual capacity, and not as a plaintiff or a class member in a purported class, collective, consolidated or representative proceeding. A court may award a remedy only in favor of the individual party seeking relief, and only to the extent needed to give that party relief on that party's own claim.

17.4 Nothing in this Section limits a right you have under the consumer-protection law of the state in which you live, or under any other law, that cannot be limited by agreement.

17.5 The Website Terms state the dispute-resolution procedure for the relationship between you and VIP Supply: a written statement of the dispute and a period of good-faith conferral before either of you starts a proceeding, a carve-out for an individual claim brought in a small-claims court, a carve-out for injunctive relief, a carve-out for a claim applicable law does not permit a person to waive in advance, and a waiver of trial by jury. That procedure applies to a claim arising out of or relating to this Policy, and this Policy states no different procedure and no second one.

18. Interpretation

18.1 In this Policy: (a) "include", "includes" and "including" are not limiting and mean including without limitation; (b) "or" is inclusive and means A or B or both, unless this Policy expressly says either one or the other but not both; (c) the singular includes the plural and the plural includes the singular; (d) "day" means a calendar day, and "Business Day" has the meaning given in Section 2.1; (e) a period of days begins on the day after the event that triggers it, and where the last day of a period is not a Business Day the period ends on the next Business Day; (f) "$" and "dollars" mean United States dollars; (g) "written" and "in writing" include an electronic record; (h) a reference to a Section is a reference to a Section of this Policy; and (i) "must" states a condition or a duty, "may" confers discretion, and "will" states a future event. This Policy does not use the word "shall".

18.2 A heading in this Policy is for convenience. It does not limit or widen an obligation or a remedy stated in the Section it introduces.

19. Severability

19.1 Where a provision of this Policy is held invalid, illegal or unenforceable in a jurisdiction, (a) that provision is modified to the minimum extent that makes it valid, legal and enforceable while keeping as close as possible to what you and VIP Supply intended by it, or, where modification is not possible, that provision is deemed deleted; (b) the modification or the deletion applies only in that jurisdiction and only to that provision; and (c) every other provision of this Policy stays in force, and the validity, legality and enforceability of this Policy in another jurisdiction is unaffected.

20. Changes to this Policy

20.1 VIP Supply may change this Policy. The date at the top of this Policy is the date of the current version.

20.2 A change to this Policy applies only to an Order that VIP Supply accepts on or after the date of the changed version. A change does not apply to an Order already accepted, and does not reduce a remedy already available to you for a Shipment already dispatched.

20.3 VIP Supply keeps each superseded version of this Policy, and gives you a copy of the version that applied to your Order on Notice asking for it.

21. Survival

21.1 The following Sections survive completion of a Shipment, cancellation of an Order and closure of your account: Section 7 (Cold Chain Shipments), as to the duty in Section 7.3(d) to keep the container, the coolant, the device and the packing list while a claim about that Shipment is open; Section 8 (shipping charges, surcharges and taxes), as to an amount that accrued before the completion, cancellation or closure; Section 10 (delivery, inspection, and the Notice window); Section 11 (risk of loss and passage of title); Section 12 (Shipments that cannot be delivered, are refused, or are returned), as to an amount that accrued before the completion, cancellation or closure; Section 13 (Shipments that cross a customs border); Section 14 (delay, and events beyond the control of a party), as to an obligation that accrued before the completion, cancellation or closure; Section 15 (recall and field action affecting a Shipment); Section 16 (Notices); Section 17 (governing law, venue and individual claims); Section 18 (Interpretation); Section 19 (Severability); Section 20 (changes to this Policy); and this Section 21.

21.2 This Policy does not shorten or lengthen the period within which an action arising out of a Shipment, an Order or this Policy may be brought. That period is fixed by applicable law.