TERMS AND CONDITIONS OF SALE
Retailer agrees that the following terms and conditions (collectively, this “Agreement”) will govern any account or relationship established between Retailer and Anodyne with respect to the subject matter of this Agreement.
1. Purchase and Sale of Products: Subject to the terms of this Agreement, Anodyne agrees to sell to Retailer and Retailer agrees to purchase from Anodyne, the shoes, inserts and related products available for sale by Anodyne at Anodyne's then established prices (the “Retailer Prices” and “Affiliate Prices”).
2. Payment: Payment terms will be net 30 days after Anodyne provides Retailer with an invoice for all orders that have shipped. In the event any invoice is not paid when due, Retailer agrees to pay, as a service charge, an additional amount equal to the lesser of an interest rate of 1-1/2% per month on any amount not paid in full when due, or the maximum amount allowed by applicable law.
3. Effective Date: This Agreement shall commence on the effective date and shall continue until either party provides at least 15 days prior written notice of termination to the other party. This agreement will auto-renew annually unless there is prior notice of cancellation.
4. Collections: Retailer agrees to be responsible for all of Anodyne’s collection costs and attorneys' fees in connection with any delinquent amount placed with an attorney or collection agency.
5. Credit: An initial credit limit of $3,000 will be provided by Anodyne. Any decisions with respect to the extension, continuation or termination of your credit availability shall be at the sole discretion of Anodyne. If a credit card is saved on file and the Retailer has an outstanding account balance with invoices that are over 90 days past due, Anodyne reserves the right to charge the associated outstanding balance to the credit card on file.
6. Orders: All orders can be placed via Phone, Fax, Email, or Online at www.anodyneshoes.com.
7. Displays: Anodyne offers displays to Retailer at its sole discretion and at its costs. Retailer is responsible for the shipping costs of these displays. The displays furnished to Retailer by Anodyne or any replacement thereof shall be and shall remain the exclusive property of Anodyne. Retailer will keep records of Anodyne's displays locations and conditions, and provide the records to Anodyne upon request. Anodyne may contact the Retailer periodically to confirm existence and condition of the Anodyne displays. Anodyne has the right to physically inspect the displays and audit the Retailer records with reasonable notice.
8. Return Policy and Warranty Statement: Anodyne unconditionally accepts returns of any undamaged Anodyne shoes within 30 days of the shoes being shipped (the "Warranty Period"). If Retailer determines that a pair of shoes does not properly fit within the 30 days of the shoes being dispensed, Anodyne will exchange them at no charge for an appropriately sized pair of shoes that properly fit. After the 30 day return period, Anodyne shoes returned in an as-purchased condition may be exchanged for credit at the sole discretion of Anodyne. All shoes that are returned must be in their original packaging in order for Retailer to receive a credit.
9. No Exclusions: Retailer represents and warrants that neither it nor any of its employees, agents, independent contractors or any entity in which Retailer has a direct ownership interest in (A) is now or has ever been excluded, debarred, or otherwise determined ineligible to participate in or receive payment from any federal healthcare program as defined in 42 USC Sec 1320-a-7b(f) (the “Federal Healthcare Programs”) or any state equivalent; (B) has been convicted of a criminal offense related to the provision of healthcare items or services,; or (C) is under investigation or otherwise aware of any circumstances which may result in being excluded from participation in the Federal Healthcare Programs or any state equivalent. These shall be an ongoing representations and warranties during the term of this Agreement, and Retailer shall notify Anodyne within two business days of any change in the status of the representations and warranties set forth in this paragraph.
10. Compliance Plan: Anodyne has in place, a Compliance Program (the "Program") with a primary goal of ensuring that Anodyne complies with all applicable laws and regulations. The Program focuses on risk management, the prevention of misconduct, and the promotion of good corporate citizenship, including the commitment to uphold a high standard of ethical and legal business practices. The Program includes a Code of Conduct. Retailer acknowledges the commitment by Anodyne to the Program (including the Code of Conduct) and agrees to conduct, and ensure its employees, agents and independent contractors conduct, all activities which occur pursuant to this Agreement in accordance with the Code of Conduct and in a manner which is consistent with the underlying philosophy of the Program.
11. Compliance with Law. This Agreement is intended to comply with all applicable laws and regulations. Each party enters into this Agreement with the intent of conducting the business relationship between them and all business activities in full compliance with all applicable laws and regulations. If any legislation, regulation or government policy is passed or adopted, the effect of which would cause either party to be in violation of any such legislation, regulation or policy due to the existence of any provision of this Agreement or renders Anodyne unable to provide or bill for any products Anodyne provides hereunder, then the parties agree to negotiate in good faith for a period of 60 days to modify the terms of this Agreement to comply with such legislation, regulation or policy. Should the parties hereto fail to agree upon modified terms to this Agreement within this time period, either party may immediately terminate this Agreement by providing written notice of such termination to the other party.
12. Concerns and Complaints: For any questions, concerns and/or complaints, please don’t hesitate to reach out to Anodyne’s Retailer support team directly by calling us at 1-844-637-4637, emailing us at info@anodyneshoes.com, or live-chatting with us on our website www.anodyneshoes.com. Answers to frequently asked questions can also be found on the “Help” section of our website.
13. Resale Certificate: Retailer agrees fill out a Tax and Use Certificate and submit to Anodyne prior to ordering any products from Anodyne.
14. Minimum Advertised Price Policy: Retailer agrees to abide by Anodyne's then existing MAP policy which can be found at www.anodyneshoes.com/MAP-Policy.htmlor obtained by calling Anodyne Customer Service at 1-844-637-4637.
15. CMS Requirements: If you choose to be reimbursed by Medicare, please make sure to understand and abide by the DMEPOS Supplier Standards, which are listed entirely in 42.C.F.R pt. 424.57(c).
16. HIPAA/Health Care Provider Policy: By definition, due to the nature of Anodyne’s relationship to the Retailer, Anodyne is defined as a Health Care Provider by HIPAA. The only PHI that Anodyne receives from a Buyer is a patients’ name. When Anodyne receives a patient’s name to fills an order, it is receiving PHI to perform treatment not to perform a health care operations function on behalf of the ordering physician-practice. Consequently, Anodyne is not a Business Associate, and therefore does not need a Business Associate Agreement between itself and prospective Buyers. Nonetheless, Anodyne agrees to handle patient name information responsibly and in compliance with all applicable laws and regulations.
17. Affiliate Program: For accounts participating in the Anodyne affiliate program
○ Non-Covered Products Only: The Affiliate Program only applies to products that are not eligible for reimbursement by any Federal Healthcare Programs (A5500 coded shoes and A5512/A5514 coded inserts).
○ Customer Promo Codes: Anodyne may provide Retailer with trackable discount codes (each, a “Code”) that Retailer may provide to its customers (“Customers”). Codes will provide Customers with discount prices on slipper and sock products. For all products ordered directly by Customers using a Code, Anodyne will credit Retailer’s account in an amount equal to: (i) the difference in the advertised retail price of each such product and the Affiliate Prices for such products; less (ii) the discount amount provided to Customer.