Effective Date: 4/15/2026
Last Updated: 4/15/2026
These Sales Terms & Conditions (“T&C”) govern the sale of products by Samgen Medical LLC (“Samgen,” “Seller,” “we”) to the customer identified in this signed customer agreement (“Customer,” “you”). The T&C, together with any mutually executed order form, are the “Agreement.”
1.1 Entire Agreement. The Agreement contains the entire agreement between the parties regarding the sale of products by Samgen to Customer and supersedes all prior or contemporaneous proposals, negotiations, and communications relating to the subject matter.
1.2 No modification by course of performance. The Agreement may be modified only by a written document signed by authorized representatives of both parties. Course of performance shall not modify the Agreement.
1.3 Conflicts. If there is a conflict between these T&C and a mutually signed order form, quote or written addendum, the signed order form/quote/addendum controls only for the conflicting term; otherwise these T&C control.
2.1 Orders. Customer shall submit purchase orders (“Orders”) in accordance with Samgen’s ordering process as updated from time to time.
2.2 Acceptance. Orders are not binding until accepted by Samgen in writing (which writing may be evidenced by email confirmation, order acknowledgment, or shipment). Samgen may accept or reject any Order in its discretion.
2.3 Additional terms rejected. Samgen objects to and is not bound by any term in Customer’s Order or other document that adds to or differs from the Agreement, even if Samgen ships product or accepts payment, unless Samgen expressly agrees in a signed writing.
2.4 Cancellations. Orders are non-cancellable once shipped. Any cancellations prior to shipment are subject to Samgen’s written consent.
3.1 Pricing. Prices are as quoted by Samgen or set forth in an accepted Order. Unless otherwise stated, prices exclude freight, handling, insurance, duties, and all taxes.
3.2 Tax exemption. Sales shall be treated as taxable unless Customer provides a valid exemption certificate before shipment.
3.3 Tax documentation. Customer is responsible for providing applicable resale/tax exemption documentation for jurisdictions to which Customer requests delivery. If not provided, Samgen may collect and remit applicable taxes.
3.4 Price changes. Samgen may change prices at any time prior to acceptance of an Order.
4.1 Payment terms. Samgen will issue an invoice to Customer for each Order upon acceptance by Samgen. Payment is due upon receipt of invoice unless otherwise agreed to in writing by Samgen.
4.2 Credit is discretionary. Samgen is not required to extend credit. Samgen may set and change credit limits, require advance payment, or revoke credit terms at any time in its sole discretion.
4.3 Insecurity / breach. If Samgen deems itself insecure regarding Customer’s performance, or Customer is past due or in breach, Samgen may, in its sole discretion: (a) require prepayment or security, (b) place the account on credit hold, (c) suspend shipments, and/or (d) pursue remedies.
4.4 Credit card fees. If Customer pays by credit card, Samgen will add a 3% processing fee (or the maximum permitted by law). Where prohibited by law, Samgen will waive the fee.
4.5 Late charges. Past-due amounts accrue interest at 1.5% per month or the maximum allowed by law, whichever is less.
4.6 Collections. Customer shall pay Samgen’s reasonable costs of collection, including attorneys’ fees and court costs, for delinquent accounts referred for collection.
4.7 Non Sufficient Funds (NSF). Returned/NSF payments will incur a $25 fee.
4.8 Credits. Credits not used within 90 days will be applied to Customer’s oldest outstanding invoices.
5.1 Shipping terms. Unless otherwise agreed in writing, shipments are F.O.B. Samgen’s shipping point.
5.2 Title; risk of loss. Title and risk of loss pass to Customer when Samgen delivers the products to the carrier at the shipping point. Customer is responsible for filing carrier claims for transit damage.
5.3 Delivery dates. Delivery dates are estimates only. Samgen is not liable for delays or for incidental, special, or consequential damages arising from delay.
6.1 Standard packaging. Products are packaged in accordance with Samgen’s standard packaging practices unless otherwise agreed in writing.
7.1 Inspection and notice. Customer must inspect products upon receipt and notify Samgen in writing within 10 days of any shortage, incorrect item, or other nonconformity (excluding transit claims, which must be filed with the carrier). Failure to provide timely notice constitutes acceptance.
8.1 RMA required. No returns will be accepted without a return merchandise authorization (“RMA”) from Samgen.
8.2 Eligibility. Non-defective returns are accepted only if products are unopened, unused, and in original condition, and returned within 30 days of delivery.
8.3 Restocking fee. Approved non-defective returns will be credited, less a 15% restocking fee.
8.4 Shipping costs. Customer is responsible for return shipping costs for non-defective returns.
8.5 Non-returnable items. Custom, discontinued, clearance, used, altered, or special-order items are non-returnable.
9.1 Limited warranty (B2B). Samgen warrants that, at shipment, products will be new and free from defects in materials and workmanship under normal use, and will conform to Samgen’s published specifications. The warranty period begins on the date of shipment and lasts ninety (90) days.
9.2 Exclusive remedy. If Customers notifies Samgen of a breach of warranty within the 90-day warranty period as described in Section 9.4, Samgen’s sole obligation and Customer’s exclusive remedy is, at Samgen’s option: (a) repair, (b) replacement, or (c) credit/refund of the purchase price for the defective product.
9.3 Exclusions. Warranty does not apply to products that are: misused, abused, altered, improperly stored/handled, not used per instructions/IFU, repaired by unauthorized parties, or purchased from unauthorized sources.
9.4 Claim procedure. Customer must notify Samgen within five (5) business days of discovering a defect and obtain an RMA before returning product. Samgen will cover shipping for validated warranty returns; replacement shipments are at Samgen’s expense.
9.5 Pass-through to end users . Customer may assign this limited warranty to its end-user customer, subject to all terms and limitations herein.
10.1 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 9, SAMGEN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10.2 Exclusion of damages. SAMGEN WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE, ARISING OUT OF OR RELATED TO PRODUCTS OR THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
10.3 Liability cap. Samgen’s total and cumulative liability for any claim arising out of or relating to the Agreement or the products will not exceed the amounts paid by Customer to Samgen for the products giving rise to the claim during the six (6) months preceding the event.
11.1 Compliance. Customer will comply with all applicable laws and regulations in connection with purchase, resale, marketing, distribution, and use of products, including applicable healthcare, reimbursement, and advertising laws.
11.2 No alteration / relabeling. Customer will not relabel, repackage, alter, refurbish, or modify products, remove or obscure UDI/labels, or make off-label claims, except as expressly authorized in writing by Samgen.
11.3 Recalls/field actions. Customer will cooperate with Samgen regarding recalls, safety notices, complaints, and traceability, including providing purchaser information where legally permitted.
12.1 Ownership. All intellectual property rights in and to the products, documentation therefor, and Samgen trademarks are and shall remain owned solely by Samgen. No ownership of any intellectual property transfers to Customer. Customer shall not, by any means whatsoever (including, but not limited to, manual, mechanical, or electrical means), reverse engineer, copy, permit others to copy, translate, reverse compile, decompile, disassemble or modify the products, or attempt to do any of the foregoing, without the express written consent of Samgen.
12.2 Goodwill. Goodwill from Customer’s use of Samgen trademarks inures to Samgen’s benefit.
12.3 Limited license. Samgen grants Customer a non-exclusive, non-transferable, non-sublicensable license to use Samgen trademarks solely to market and resell products during the term of the relationship, subject to Samgen’s brand guidelines. This license shall terminate immediately upon expiration or termination of the Agreement.
13.1 No online marketplace sales. Customer shall not sell, advertise for sale, or distribute products through third-party online marketplaces or auction sites (including without limitation Amazon, eBay, Walmart Marketplace) or otherwise sell products online without Samgen’s prior written consent.
13.2 No diversion. Customer will not divert products to unauthorized channels, remove serial numbers/UDI, or commingle products with gray-market inventory.
13.3 Remedies. A breach of this Section may result in immediate account termination, suspension of shipments, and other remedies available to Samgen.
14.1 Export compliance. Customer will comply with all U.S. export control laws. Customer will not export/re-export/divert products in violation of law or without required approvals. Customer will indemnify Samgen for losses arising from Customer’s export violations.
15.1 Disclosure obligation. If Samgen provides discounts, rebates, or price reductions, Customer agrees to properly disclose and reflect net pricing as required for Medicare/Medicaid and other government programs, consistent with applicable safe harbor requirements.
16.1 Force majeure. Samgen is not liable for its failure or delay to perform its obligations under any Order or these T&C due to strikes, wars, revolutions, acts of terrorism, fires, floods, explosions, earthquakes, parts or labor shortages, government regulations, service loss or errors, or other causes beyond its reasonable control.
17.1 Confidential information. Customer acknowledges and agrees that the terms and conditions of all Orders, including but not limited to, wholesale pricing, discounting, and non-public product information, are Samgen confidential information. . Customer may use this confidential information only for purposes of purchasing and reselling Samgen products as authorized by this Agreement, and agrees not to disclose the confidential information to any other party other than Customer’s employees, agents or subsequent customers who have a need to know such information. In the event of a breach or threatened breach by Customer of this Section 17, Samgen shall be entitled to an injunction restraining Customer from such breach or threatened breach, in addition to Samgen’s right to recover damages from Customer.
18.1 No assignment. Customer may not assign the Agreement or any Order without Samgen’s prior written consent. Any attempted assignment without consent is void.
19.1 Governing law. The Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
19.2 Arbitration. Any dispute, claim, or controversy arising out of or relating to the Agreement will be determined by binding arbitration in Wilmington, Delaware, before one arbitrator, administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction.
19.3 Provisional remedies. This section does not preclude either party from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction.
20.1 Independent contractors. The parties are independent contractors, and nothing herein creates, or will be construed to create, a partnership, joint venture, agency or employment relationship between Customer and Samgen. Neither Samgen nor Customer will have authority to enter into agreements of any kind on behalf of the other, or otherwise bind or obligate the other in any manner to any third party, by virtue of the relationship contemplated by the Agreement.
21.1 Notices. All notices or other communications required under the Agreement will be in writing and will be delivered by hand, overnight courier service or certified mail, using the recipient party’s address as set forth below. A party may change its contact information for notice by sending written notice to the other party pursuant to this Section. All notices and other communications given to a party in accordance herewith will be considered to have been given on the date of receipt. .
22.1 General. Product availability and specifications may change without notice.
22.3 Waiver. No failure or delay by any party in exercising any right, power, or privilege under the Agreement will operate as a waiver of any right, power, or privilege hereunder. No waiver of any default on any one occasion will constitute a waiver of any subsequent or other default. No single or partial exercise of any right, power, or privilege will preclude the further or full exercise thereof.
22.4 No Third-Party Beneficiaries. The Agreement is intended solely for the benefit of each party and their respective successors, heirs, personal representatives and permitted assigns and it is not the intention of the parties to confer third-party beneficiary rights upon any other individual or entity.
22.5 Counterparts. This Agreement may be executed in one or more counterparts and each counterpart is considered an original and all counterparts shall constitute one and the same instrument.
22.6 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter thereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, with respect to that subject matter.
