WEBSITE AND SERVICES TERMS OF USE FOR 340B

(updated November 2019)

ACCEPTANCE OF THE TERMS OF USE

The following terms and conditions, together with any documents they expressly incorporate by reference (the "Terms of Use"), govern your access to and use of R&S Solutions, LLC’s ("R&S Solutions", "R&S", "Company", "we", or "us") website (www.RSSolutions.com), and any services offered by R&S Solutions (such as the R&S 340B Program or the ability to order any products through any platform offered by R&S) (collectively "R&S Services"), and including any content, functionality and services offered on or through our website (the "Website"), whether as a guest or a registered user.

Please read the Terms of Use carefully before accessing or using the Website or any R&S Services. By using our Website or any R&S Services, or by clicking to accept or agree to all Terms of Use when this option is made available to you, you accept and agree to be bound and abide by the Terms of Use. If you do not wish to be bound by these Terms of Use, you may not access or use the Website or any R&S Services.

CHANGES TO THE TERMS OF USE

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access and use of our Website or any R&S Services thereafter. Your continued use of the Website or any R&S Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access our Websites or any R&S Services so you are aware of any changes, as they are binding on you. The last date on which our Terms of Use have been modified will be identified at the top of these Terms of Use.

INTELLECTUAL PROPERTY RIGHTS

Our Website and its entire contents, features and functionality are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. No part of this Website may be reproduced, stored in a retrieval system, transmitted or retransmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise without the prior written permission of the Company. Material downloaded from the Website is the property of the Company or its licensors or partners and is protected by United States and international copyright and intellectual property laws and treaty provisions. All rights to patents, copyrights, trademarks, service marks, trade secrets and other intangible property rights in the Website or any modifications to it will remain with the Company and its licensors or partners. You may not modify, reverse engineer, decompile, disassemble or create derivative works based on the Website and its components, or remove any proprietary notices or labels that it contains. Subject to the foregoing, you may make: (a) one machine-readable copy, (b) one backup copy, and (c) one print copy of any portions of material downloaded from different areas of the Website solely for your non-commercial, individual reference. Any other copying, distribution or publication is strictly prohibited without the express prior written consent of the Company. Any use of our Website or any R&S Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

TRADEMARKS

Our Company name and logos, our trademarks (including R&S Solutions and R&S 340B) and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates, licensors or partners. You must not use such marks without the prior written permission of the Company or partners. All other names, logos, product and service names, designs and slogans on our Websites are the trademarks of their respective owners.

LIMITS ON ACCURACY

The Website was developed as a service by R&S to provide general information about its products and services. Information is believed to be accurate at the time it is created. However, like any printed material, information may become outdated over time. It is important that you rely on the advice of an appropriate professional when interpreting and using this information.

NOTHING CONTAINED IN ANY PRESENTATION INCLUDED IN THE WEBSITE IS TO BE CONSTRUED AS MEDICAL, LEGAL, INVESTMENT, FINANCIAL OR OTHER ADVICE. THIS INFORMATION IS NOT INTENDED TO BE A SUBSTITUTE FOR SUCH ADVICE.

R&S MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF ANY INFORMATION POSTED ON THE WEBSITE. ALL USERS AGREE THAT ALL ACCESS TO AND USE OF THE WEBSITE IS AT THEIR OWN RISK.

INFORMATION ON THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. INFORMATION MAY BE CHANGED OR UPDATED WITHOUT NOTICE. R&S MAY ALSO MAKE IMPROVEMENTS AND CHANGES IN THE PRODUCTS AND SERVICES DESCRIBED IN THE WEBSITE AT ANY TIME WITHOUT NOTICE.

As a condition of your use of the Website or any R&S Services, you agree not to use the Website or any R&S Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices or in violation of any federal, state, local or international law or regulation. You agree not to use the Website in any manner that could damage, disable, overburden, or impair any R&S server, or the network(s) connected to any R&S server, or interfere with any other party’s use and enjoyment of the Website. You agree not to attempt to gain unauthorized access to the Website, other accounts, computer systems or networks connected to any R&S server or to the Website, through hacking, password mining or any other means. You also agree to not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website.

DISCLOSURE REGARDING R&S SERVICES

The Website and the R&S Services serve as a marketplace for products sold by Manufacturers. R&S is not a seller or Manufacturer of any products sold on this Website, and any orders of products placed by you through the Website or another R&S Service are made directly with the respective Manufacturer of that item as shown and is specified as "Sold By (Manufacturer)". Each item in your order is simply Fulfilled By R&S as a logistics provider and is specified as "Fulfilled By R&S Solutions, LLC" unless otherwise stated.

PRIVACY

Please review our https://340b.rssolutions.com/privacy-policy (the "Privacy Policy"), which also governs your use of the R&S Website, to understand our practices regarding privacy.

YOUR ACCOUNT

You will need your own R&S Solutions account to use our Website or any R&S Services, and you may be required to be logged in to the account and have a valid payment method associated with it. If there is a problem charging your selected payment method, we may charge any other valid payment method associated with your account. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. R&S does not sell Products to non-licensed Purchasers.

You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of your identity or payment method or other content. R&S reserves the right to refuse service, terminate accounts, terminate your rights to use the Website or the R&S Services, remove or edit content, or cancel orders in its discretion or the discretion of its content providers.
SHIPPING AND HANDLING
Standard Ground Shipping

R&S will generally ship all Purchasing Customer orders via ground shipment as our standard procedure unless specified otherwise on the Website or requested by the Purchaser, the same day of receipt if received by 2pm Central Time. Orders received after this time will be shipped the next Business Day using the applicable shipping timeline.

Expedited Overnight Shipping

Any Purchaser requesting an Expedited Overnight Shipment from R&S for an item that does not already include "Standard Overnight Shipping" as marked on the Website will be billed an additional fee of a minimum of $75.00 plus additional fees to cover the cost of transportation. This fee amount will be provided to the Purchaser on the Website at the time of checkout or via email if placing an order by phone. Any fees for Expedited Overnight Shipping will be on a separate invoice to the Purchasing Customer and are payable to R&S.

Standard Overnight Shipping

Some Manufacturer’s Products may require overnight expedited shipping (such as in the case of refrigerated Products). In this case, R&S’ standard procedure will be to ship these Products overnight. These Products will be identified on the Website as having "Standard Overnight Shipping" and Purchasing Customer will not be charged any additional expedited shipping fees to receive these products next day.

Limitations on Shipping and Delivery

All shipping options are subject to the Product Manufacturer’s policy and requirements for the proper care and handling of the individual Product being purchased. Shipping options are subject to availability and delivery times as provided by the shipper at the time of shipment.

BILLING, CREDIT, AND PAYMENT

All R&S invoices will be payable in full by means of an electronic funds transfer ("EFT") system designated or approved by R&S in its discretion. For purposes of identification, billing and marketing, you agree to provide R&S with accurate, complete and up-to-date information required for receipt of any R&S Services and, specifically, you agree to notify R&S within 20 days of any changes in any such information.

Deductions against invoiced amounts are not permitted to be made by you, and you will not take any deductions or make any offsets from money owed to R&S nor apply any Credit Memorandum to invoiced amounts. In addition, R&S may offset any money owed to R&S with the amount deducted in violation of this section.

Any invoiced funds will be transferred at the direction of the Purchaser and will be available to R&S on the following dates after the date of the invoice: 100% of gross invoice amount due on or before the thirtieth (30th) Calendar Day from date of invoice. If the payment falls on a Saturday, Sunday or holiday, payment will be processed on the next Business Day.

The Purchasing Customer is responsible for ensuring that their account is kept current at all times. Should the Purchasing Customer’s account become past due, for any reason, no additional Product will be invoiced to the Purchasing Customer’s account until the account is paid in full. However, if a Purchasing Customer’s account is past due, the Purchasing Customer may call R&S and place an order to be paid for by credit card at the time order is placed. A convenience fee of the greater of $25 or 3.5% will be added to any credit card order placed while account is in past due status. A late fee of 1.5% per month (or any portion thereof) may be charged as of the due date on any amounts not paid within thirty (30) days of the invoice date, except any amount disputed by a Purchasing Customer in good faith. If any dispute is resolved in favor of R&S, the Purchasing Customer will pay the applicable late fee on such amount from the original due date.

The Purchaser warrants to R&S that each entry transmitted by it or its agents or employees on its behalf to a depository financial institution for the purpose of initiating an EFT transaction is duly authorized by the Purchaser. Without the Purchasers’ prior written consent, R&S will not have the right to debit electronically any account of the Purchaser.

Credits approved by R&S or by a Manufacturer in the case of a return, will be paid to the Purchaser by Credit Memo application to the Purchaser’s account by means of an EFT system established by R&S.

With respect to any EFT entry originated by R&S’ bank, or any delay in receipt by the Purchasing Customer of approved credit funds transmitted by R&S by means of EFT, R&S will be liable to the Purchasing Customer only for R&S’ gross negligence and willful misconduct, and further, R&S’s liability to the Purchasing Customer will additionally be limited to reasonably foreseeable actual damages proximately thereby.

Neither party will be liable to the other for the act or omission of any financial institution or any automated clearing house in connection with the use of EFT for payment of funds and neither party will be liable for consequential damages to the other arising out of the use of EFT for payment of funds.

Each party agrees promptly to return, by EFT, any overpayment received.

The Purchasing Customer will execute all authorizations required by R&S or R&S’s or Purchasing Customer’s depository financial institutions for payment and receipt of funds by EFT and to notify R&S promptly of any changes in those authorizations.

To the extent applicable to the transfer of funds by EFT under these Terms of Use, each party will be bound by the Operating Rules and Guidelines of the National Automated Clearing House Association as those Operating Rules and Guidelines may be in effect from time to time.

R&S may require that each order from the Purchasing Customer be accompanied by a certified check or other form of payment satisfactory to R&S in an amount sufficient to cover the order or require that the Purchasing Customer provide security in an amount and form reasonably satisfactory to R&S, and may declare due and owing all outstanding indebtedness from the Purchasing Customer, including invoices on which extended dating has been granted, in the event (a) reasonable grounds for insecurity arise with respect to the performance by the Purchasing Customer under these Terms of Use for which adequate assurances are not provided promptly (and in no event later than within ten (10) Calendar Days of written request from R&S), all as contemplated by UCC 2-609, whether in connection with an acquisition of Purchasing Customer by another company, a termination of these Terms of Use by R&S or Purchasing Customer, or otherwise, (b) the Purchasing Customer becomes insolvent, or (c) the Purchasing Customer is in breach of any material monetary obligation arising from or governed by these Terms of Use and such breach has not been cured by Purchasing Customer within five Business Days’ notice from R&S of such breach. For purposes of clause (a) of this section and in connection with an acquisition of Purchasing Customer, the parties will, in good faith, take into consideration the financial condition of Purchasing Customer and its affiliates on a consolidated basis (including any successor entity of Purchasing Customer).

Products shipped but not paid for at the time of the cancellation or termination of these Terms of Use will be paid for in accordance with the terms of these Terms of Use.

Pricing Errors

Despite our best efforts, a small number of the items in our catalog may be mispriced. If the correct price is different that shown, R&S reserves the right to re-invoice your account at the correct price whether the correct price is higher or lower than the initial listed price shown at time of purchase.

NO DIVERSION

Purchasing Customer will only use Product for its own use (as that term is defined by the United States Supreme Court in Abbott Laboratories, et.al, v. Portland Retail Druggists Association, Inc., 425 U.S. 1 (1976)) and will not divert, sell or transfer any Product nor aid and assist any party to sell or transfer any Product to any party other than the Purchaser or Purchaser’s legally contracted pharmacy partner. Purchasing Customer will also ensure that no legally contracted pharmacy partners will sell or transfer any Product to any other party outside of the Purchasing Customer’s network of 340B contract pharmacy partners.

Purchasing Customer will provide a phone call and email notice to R&S within 24 hours of receiving knowledge of any entity or person offering, selling, or purchasing Product that has been diverted in breach of the above prohibition, describing all information that Purchasing Customer has learned concerning such diverted Product.

R&S may monitor Purchaser orders for possible diversion or other unusual purchases or usage activity and may limit Purchaser orders necessary to minimize any such activity. Metrics for monitoring Purchaser orders will be established by the Manufacturer and will apply to all Purchasers of Manufacturer’s Product equally.

OFFSET & RECOUPMENT RIGHTS

That (1) in the event Purchaser is in default under any term of these Terms of Use, (2) upon cancellation or termination of these Terms of Use, or (3) with evidence of a condition of insolvency of the Purchaser or a Purchaser’s subsidiary, affiliate or location, then R&S will have the right to offset or recoup, as the case may be, any amount due and owing R&S against amounts otherwise owing to the Purchasing Customer or Purchasing Customer’s subsidiaries, Affiliates or alternate locations.

TITLE, RISK OF LOSS AND RETURNS

Title and risk of loss for all Products shipped will pass to the Purchaser from Manufacturer when the Products are duly delivered to the carrier. At no point does R&S hold title to any Products.

R&S does not receive returned items with the following exceptions as stated below: a) items that are ordered in error or shipped in error and are re-saleable may be returned in original condition to R&S for restocking and b) items damaged in transit to the Purchaser may be returned to R&S. All other returns such as damaged, mishandled or expired items should be sent to the respective Manufacturer or the Preferred Returns Provider of the Manufacturer of the Product. The Manufacturer will determine whether credit may be issued consistent with their individual return goods policy. If a Manufacturer does not have a Preferred Returns Provider the item may be returned to the Purchasers’ own Preferred Returns Provider to request credit from the Manufacturer if the use of the Purchaser’s own Returns Provider is approved by the Manufacturer. R&S will only apply credit to the Purchaser’s account once the Manufacturer has approved a credit request and provided R&S with a valid Credit Memo.

Expired or Mishandled Product Return
Order Error
Shipping Error Return
Product Damaged En Route
Any Return

The Purchasing Customer will not receive credit for Products a) returned using a process other than described above, b) not received at R&S if returning to R&S due an order or shipping error, c) destroyed at source, or d) lost/damaged in transit. The Products’ respective Manufacturer will have final approval regarding any credit for a Product return to their Preferred Returns Provider and R&S will have final say on any return to R&S due an order or shipping error.

In all cases R&S will work directly with the respective Manufacturer to receive Credit Memo’s and apply credits to the Purchasing Customers’ account once the Credit Memo has been received.

R&S is not responsible for return shipments lost in transit or received at R&S in opened or damaged condition.

All Product complaint questions should be directed to the respective product Manufacturer. R&S IS NOT A MANUFACTURER OF PRODUCT BUT SIMPLY FACILITATES DISTRIBUTION OF ORDERS AND INVOICING BETWEEN CUSTOMERS AND MANUFACTURERS.

Questions regarding this Product Return Policy can be directed to R&S Customer Service at 731-574-2060.

REGISTRATION WITH THE DRUG ENFORCEMENT ADMINISTRATION (DEA)

You agree to advise R&S promptly of any registration number(s) assigned to you by the DEA and of the Schedules of Controlled Substances that R&S is registered to distribute. You certify that each subsidiary, affiliate, or location listed therein is registered to distribute Schedule II, III, IV, and V Controlled Substances, and has been assigned the DEA registration number set forth for such subsidiary, affiliate, or location.

You agree to advise R&S promptly of any denial, revocation, or suspension of registration by the DEA or changes in the Schedules of Controlled Substances that R&S is authorized by the DEA to distribute.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Website for the reconstruction of any lost data. You assume all responsibility and risk for your use of the Website, including your responsibility to evaluate the accuracy, completeness and usefulness of all material and reports provided through or generated by the Website. The Company does not warrant that the Website will be uninterrupted or error-free or that defects in the Website will be corrected.

THE WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND OTHER R&S INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE R&S WEBSITE ARE PROVIDED BY R&S ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. R&S MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE R&S WEBSITE, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE R&S WEBSITE OR ANY R&S SERVICES IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY LAW, R&S DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. R&S DOES NOT WARRANT THAT THE R&S , INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE R&S WEBSITE OR ELECTRONIC COMMUNICATIONS SENT FROM R&S ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, R&S WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY R&S SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY R&S SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

GOVERNING LAW AND JURISDICTION

These Terms of Use will be governed and construed in accordance with the internal laws of the State of Tennessee, applicable to agreements made and to be performed in Tennessee. You agree that any legal action or proceeding between the Company and you for any purpose concerning these Terms of Use or the parties’ obligations hereunder will be brought exclusively in a federal or state court of competent jurisdiction sitting in Davidson County, Tennessee, USA. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE WEBSITE OR THE R&S SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless R&S, its affiliates, sublicensors, partners and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of our Websites or R&S Services, including, but not limited to any use of the content on our Websites, services other than as expressly authorized in these Terms of Use or your use of any information obtained from our Websites.

TERM AND TERMINATION

R&S may terminate your right to use this Website or any R&S Services at any time, with or without cause. You are under no obligation to use or continue to use this Website or any R&S Services. R&S may terminate, suspend or discontinue any functionality or feature of this Website at any time without notice. We will not be liable to you or any third party for any such termination.

COMPLIANCE WITH APPLICABLE LAWS

Purchaser will comply fully with all federal, state, and local laws pertinent to the Purchaser duties and responsibilities under these Terms of Use, and applicable to the purchase, handling and dispensing of Product.

Purchaser will furnish R&S upon reasonable request, with respect to any order for controlled substances regulated by the U.S. Drug Enforcement Administration ("Controlled Substances"), assurance reasonably satisfactory to R&S that (a) Purchaser is authorized to possess and dispense such Controlled Substances under federal, state, and local law, (b) the quantity ordered is required by Purchaser to fill legitimate orders based on medical, scientific, or industrial needs, (c) Purchaser is taking reasonable precautions against illicit diversion of the Controlled Substances ordered, and (d) Purchaser is complying with all federal, state, and local regulations and guidelines applicable to the performance of Purchasers’ obligations under these Terms of Use, and promulgated pursuant to the Control Act; and Purchaser agrees that in the event Purchaser fails to furnish assurance reasonably satisfactory to R&S when requested, then R&S without limiting its right to take such other action as may be permitted by law or these Terms of Use, may suspend all deliveries of all Controlled Substances under these Terms of Use until reasonably satisfactory assurance is received without incurring liability to the Purchaser.

Our Address

R&S Solutions, LLC
96 American Drive
Jackson, TN 38301 https://340b.rssolutions.com

GENERAL

This Website is controlled, operated and administered by R&S from its offices within the United States of America. R&S makes no representation that materials at this Website are available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. You may not use the Website or export the Materials in violation of U.S. export laws and regulations. If you access this Website from a location outside of the United States, you are responsible for compliance with all local laws. Any rights not expressly granted herein are reserved to R&S. R&S’ failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice will act to modify any provision of these Terms of Use. R&S may assign its rights and duties under these Terms of Use to any party at any time without notice to you. All provisions of the Terms of Use will be deemed to be severable. Captions in the Terms of Use are intended for convenience of reference only. Words used in the Terms of Use, regardless of the number and gender specifically used, will be construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires. The Terms of Use will benefit, and be binding upon, the successors and assigns of the parties to these Terms of Use. Neither party to these Terms of Use will be liable for its failure to perform an obligation under these Terms of Use if that failure results from any cause, except financial, beyond that party’s reasonable control.

ENTIRE AGREEMENT

The Terms of Use and the Privacy Policy constitute the sole and entire agreement between you and R&S with respect to our Website and your use of any R&S Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to our Website or any R&S Services.

DEFINITIONS

The following defined terms are utilized in these Terms of Use:

  1. "340B Contract Pharmacy" means an eligible organization registered and enrolled with HRSA to participate in the 340B program that is also legally contracted with a 340B Covered Entity to dispense pharmaceutical Products for 340B patients.
  2. "340B Covered Entity" or "Covered Entity" means an eligible organization registered and enrolled with HRSA to participate in the 340B Program and purchase 340B discounted drugs.
  3. "340B Price" means the 340B prices that are offered by the Client to an eligible 340B entity as provided to R&S and as published on the HRSA Website for access by eligible 340B entities at www.HRSA.GOV. The 340B prices apply specifically to certain Products purchased by an eligible 340B Entity Bill To Customers and Fulfilled By R&S. Accounts that are not eligible for 340B Price may not purchase at 340B Price.
  4. "340B Product" means pharmaceutical Product(s) sold at the defined 340B price to eligible 340B Covered Entities.
  5. "340B Program" means the 340B Drug Pricing Program defined and administered under the Health Resources and Service Administration (HRSA) of the U.S. Department of Health and Human Services.
  6. "Bill to Customer" means a 340B Covered Entity fully licensed in the U.S. to purchase pharmaceutical Product and eligible to participate in the 340B Program administered by HRSA at the time the order is received and recorded by R&S that will receive and pay the invoice for purchases from R&S.
  7. "Business Days" means any day banking institutions are open for business in Nashville, TN.
  8. "Calendar Days" means all days in a month, including weekends and holidays.
  9. "Client" means a Manufacturer who has contracted with R&S for provision of logistics services to Fulfill certain Products at 340B price or Sub-340B price.
  10. "Contracted Price" means those prices that the Client, as Manufacturer of a specific Product, has negotiated with a specific Customer and communicated to R&S. The Contracted Prices apply specifically to certain Products purchased by eligible contracted accounts and Fulfilled By R&S. Accounts that are not eligible for Contracted Price may not purchase using the Contracted Price.
  11. "Customer" means any entity licensed in the U.S. to purchase prescription pharmaceutical Product that is either a) a 340B Covered Entity or b) a 340B Contract Pharmacy and has accepted the R&S Terms of Use and is eligible to place orders to purchase 340B Product.
  12. "Diversion or Diverted Product" means Product obtained illegally, including, without limitation, Products purchased by incorrect or inaccurate representation by the Purchasing Customer or Ordering Customer or Product sold or transferred by the Purchasing Customer or Ordering Customer for use outside of the 340B Program.
  13. "EDI" means electronic data interface transaction set(s) using specifications defined by the Healthcare Distribution Alliance (HDA).
  14. "Expedited Overnight Shipping" means any items Fulfilled By R&S that are not marked on the Product page as eligible for Standard Overnight Shipping and at the Customer’s request are shipped to zip codes in the US, Puerto Rico and U.S. Territories overnight. Overnight shipping charges will be paid by the Purchasing Customer on these shipments.
  15. "Standard Ground Shipping" means items Fulfilled By R&S that are shipped to zip codes in the U.S., Puerto Rico and U.S. Territories where ground shipping is paid by the Client rather than the Purchasing or Ordering Customer. These items are marked as Standard Ground Shipping on the R&S Website.
  16. "Standard Overnight Shipping" means any items Fulfilled By R&S that are marked on the Product page as eligible for Standard Overnight Shipping and are shipped to zip codes in the U.S., Puerto Rico and U.S. Territories where overnight shipping is paid by the Client rather than the Purchasing or Ordering Customer. These items are specifically marked as Standard Overnight Shipping on the R&S Website and these shipments will not receive any additional shipping fees.
  17. "Fulfilled By" means the order, validation, packing, shipping, invoicing and logistics services used to deliver a Product to a Bill To Customer or Ship To Customer.
  18. "Manufacturer" means the company or entity that owns the U.S. marketing rights to the NDC number of the Product.
  19. "Ordering Customer" means any Customer placing an order for 340B Product that is licensed in the U.S. to purchase prescription pharmaceutical Product and is eligible to participate in the 340B program administered by HRSA, and is ordering 340B Product as either a) an eligible 340B Covered Entity as both a Bill To Customer and Ship To Customer or b) as a 340B Contract Pharmacy under an existing contract relationship with a 340B Covered Entity and ordering 340B Product as a Ship To Customer.
  20. "Preferred Returns Provider" means the contracted partner designated by a Client to receive, process and destroy return goods on behalf of the Client.
  21. "Product" means the pharmaceutical Products contracted between R&S and specific Manufacturer(s) for the sole purpose of 340B distribution under the 340B Program and listed on the R&S 340B website.
  22. "Purchasing Customer" or "Purchaser" means any 340B Covered Entity licensed in the U.S. to purchase prescription pharmaceutical Product and eligible to participate in the 340B Program administered by HRSA that serves as the "Bill to Customer" for the order placed by either a 340B Covered Entity or a legally contracted 340B Contract Pharmacy.
  23. "Ship To Customer" means eith the Purchasing Customer or Ordering Customer as designated by the location specified as the address for Product to be shipped.
  24. "Sold By" means the sales transaction for purpose of exchange of title between a Client and a Bill to Customer.
  25. "Sub-340B Price" means those prices that are offered by the Client to an eligible 340B entity as communicated to R&S and as contracted by the Client with that 340B entity or the 340B Prime Vendor designated by HRSA. The Sub-340B prices apply specifically to certain Products purchased by the 340B Entity as a Bill To Customer and Fulfilled By R&S. Accounts that are not eligible for Sub-340B price may not purchase at Sub-340B price.
  26. "Sub-340B Product" means pharmaceutical Product(s) offered for sale by Client at a Sub-340B price to eligible 340B Covered Entities.
  27. "Territory" means the geographic boundaries of the United States, the District of Columbia, the Commonwealth of Puerto Rico or other territories of the United States.
  28. "User" means a person or entity operating a device to access the R&S Website to place orders for prescription pharmaceutical Product.
  29. "Wholesale Acquisition Cost (WAC)" means the published list price for a Product by the Manufacturer to the distribution channel as communicated to R&S not including any discounts, rebates, fees or allowances. WAC Price applies to certain Products purchased by eligible accounts and Fulfilled By R&S. Accounts that are not eligible for WAC Price may not purchase at WAC Price.

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