Last updated on: September 1, 2026
Terms & Conditions of Purchase
1. Acceptance of Terms
By purchasing MedSci Products, and/or Testing Services from Medisca, Customer agrees to these MedSci Terms & Conditions of Purchase (the “MedSci Terms & Conditions”), the Terms & Conditions of Purchase, the Service Terms, Education Terms, Privacy Policy, the Terms of Use as well as the Delivery, Claims and Returns Policy (collectively, the “Terms”), all of which are available on the Terms & Policies page of Medisca’s Website. Medisca reserves the right to change or amend the Terms without notice and will not be liable for any losses caused as a result of these changes. In the event of any discrepancies between the Terms and these MedSci Terms & Conditions, the terms and conditions of these MedSci Terms & Conditions shall prevail. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Terms & Conditions of Purchase.
2. Definitions
“Catalog” means Medisca’s online catalog listed via the Website.
“CED” has the meaning set forth in Section 5.a.
“Education” means the LP3 Network Inc. education offered for sale by Medisca, as further listed here, and as further described in the Education Terms
“Latent Defect” means a latent or hidden defect in the MedSci Product that could not have reasonably been discovered during the inspection for Visible Defect or Non-Conformance.
“Medisca” refers to Medisca Inc., and its affiliates and subsidiaries, including but not limited to Medisca Pharmaceutique Inc. and Medisca Australia Pty Ltd.
“MedSci” refers to Medisca Scientific, a division of Medisca Inc.
“MedSci Products” means, bulk ingredients offered for sale by MedSci that have not been repackaged or tested by MedSci and are sold “as is” and “as provided” by the manufacturer, and which may or may not be listed in the Medisca Catalog.
“Non-Conformance” means any non-conformance of the MedSci Product to Specifications.
“Testing Service(s)” means analytical testing on the MedSci Products performed via a third party.
“Visible Defect” means any visible damage, defect or errors in quantities of the MedSci Products.
“Website” means the Medisca website located at https://medisca.com.
3. Quotes and Purchase Orders
a. To submit an order with MedSci, Customer must submit a purchase order to a MedSci account representative via telephone or email. Notwithstanding the foregoing, MedSci may submit quotes to Customer directly. All purchases by Customer from MedSci are subject to acceptance by MedSci, at its sole discretion. MedSci retains the right to refuse orders submitted by Customer at any time, and at MedSci’s sole discretion. Furthermore, all quotes submitted to Customer hereunder are confidential and shall not be shared with any third party without the prior written consent of MedSci.
b. Conflicting or inconsistent terms or conditions contained in any order or document submitted by Customer shall not be binding and the terms and conditions of these MedSci Terms & Conditions shall prevail; provided, however, in the event Customer has entered into a definitive agreement with Medisca or MedSci with respect to the purchase of MedSci Products or Testing Services, then, to the extent the terms of such definitive agreement conflict with these Terms, the terms and conditions of such definitive agreement shall govern in respect to such purchased MedSci Products or Testing Services.
c. Any order submitted by Customer shall not be binding on MedSci until such order is specifically accepted by MedSci in writing. In the event MedSci, in its sole discretion, does not accept any order submitted by Customer, MedSci will make commercially reasonable efforts to notify Customer of such non-acceptance as soon as reasonably practicable. MedSci shall not be obligated to provide any reason for such non-acceptance. In no event shall a failure to advise Customer of non-acceptance operate as a waiver thereof, or as an acceptance.
d. MedSci reserves the right to modify, change or remove any MedSci Products and/or Testing Services offering, including but not limited to changes in pricing, availability and ordering quantity, from its Catalog or Website at any time, at its sole discretion, and without incurring any liability to Customer.
e. All orders placed by Customer and accepted by MedSci are firm, final, and irrevocable, and may not be subject to any cancellation, modification, or termination by Customer, except with the prior written consent of MedSci.
4. Price and Payment Terms
a. Price Terms: The price of the Medsci Products and Testing Services shall be the price as quoted by MedSci. MedSci reserves the right to change the prices of the MedSci Products, and Testing Services at any time without any notice and without creating any liability towards the Customer. All pricing of the MedSci Products and Testing Services are exclusive of shipping charges and sales taxes (unless otherwise stipulated), where applicable.
b. Error or Extraordinary Changes in Price: Although MedSci takes great care to ensure that all prices and terms quoted or any communication submitted by MedSci are accurate, errors may occur. Alternatively, changes in economic conditions may be sudden or unforeseen. If MedSci discovers an error in the price provided or such pricing needs to be changed due to unforeseen or extraordinary changes in economic conditions, at any time including even after acceptance of the order by MedSci, MedSci will inform the Customer as soon as possible and will allow the Customer the option to reconfirm the order at the correct pricing or cancel the order. To the extent permitted by law, MedSci is under no obligation to sell the MedSci Products and/or Testing Services to the Customer at the lower price, even if Customer has received confirmation of shipment or acceptance of such order. MedSci’s decision making in respect of the foregoing shall be at its sole judgment and discretion and not subject to challenge by the Customer.
c. Payment Terms: Unless otherwise stipulated by MedSci, all invoices submitted by MedSci to Customer shall be payable within Net30 days from date of invoice. In the event Customer does not make payments in accordance with the specified payment terms, MedSci retains the right to charge Customer a two percent (2%) monthly finance charge until such unpaid invoice is paid in full. If Customer is consistently late in payment, MedSci may, in addition to any other remedies it has, at its discretion, (i) change the payment terms of the Customer; or (ii) cancel any then-outstanding orders with Customer and refuse any further orders submitted by Customer.
d. Payment by Credit Card: In the event Customer opts to pay by credit card, Customer agrees and consents to MedSci charging Customer’s credit card in accordance with the above section 4c). Furthermore, Customers acknowledges and agrees that an additional transaction fee may be imposed on the applicable payment.
5. Testing Services
a. Customer acknowledges that MedSci does not perform any testing of the MedSci Products purchased by Customer. Any testing requirements shall be at the sole discretion and sole responsibility of the Customer. Notwithstanding the foregoing, Customer may elect to purchase Testing Services from MedSci’s partner CED Analytical Laboratory Inc. (“CED”) through MedSci. Customer acknowledges that MedSci acts solely as an intermediare in facilitating such purchase and assumes no obligations or responsibility with respect to such Testing Services which shall be performed by CED and are subject to CED’s own separate terms and conditions in addition to the MedSci Terms & Conditions herein.
b. MedSci makes no representations or warranties, express or implied, with respect to the Testing Services, including as to their accuracy, timeliness, or fitness for any particular purpose. To the fullest extent permitted by applicable law, MedSci disclaims all liability arising from or related to the Testing Services, and Customer releases MedSci from any claims, losses, or damages in connection therewith. Any such claims or disputes shall be resolved solely between Customer and CED
6. Customer Account
a. Customer will be issued a unique customer code upon the successful completion of the MedSci account registration process. This unique customer code will be used by MedSci to keep an accurate account of the Customer’s purchases from MedSci for verification purposes, legitimate business interests of MedSci, and in order to comply with the regulatory and legal requirements of MedSci.
b. Customer may terminate its account with MedSci at any time. Notwithstanding such termination, Customer shall remain bound by (i) the terms of any other definitive agreement(s) then in effect between Customer and MedSci and/or Medisca, and (ii) the terms applicable to any order(s) placed by Customer and accepted by MedSci prior to the effective date of termination, in each case until such agreements or orders have been fully performed, satisfied, or otherwise terminated in accordance with their own terms.
c. Customer’s account with MedSci is subject to compliance by Customer of the Terms. MedSci may immediately terminate or suspend Customer’s account at any time, if MedSci has reason to believe, in its sole discretion, that Customer has not complied with, or will likely not comply with, the Terms, at its sole discretion, in addition to any other remedies that may be available to MedSci.
d. In the event of termination of Customer’s account with MedSci, for any reason, Customer shall be invoiced immediately for MedSci Products and/or Testing Services ordered prior to the effective date of termination of Customer’s account and all such invoices shall be payable by Customer immediately upon receipt of such invoices.
7. CONFIDENTIALITY AND AGREEMENT OF NON-CIRCUMVENTION
Important – Please read below
a. CUSTOMER UNDERSTANDS AND AGREES the disclosure of information to the Customer concerning the sources of Medsci Products, and MedSci Product information, constitutes trade secrets and/or Confidential Information of MedSci. Customer agrees that:
with respect to any such information that constitutes a trade secret, Customer shall maintain such information in strict confidence, and shall not use, disclose, or permit the disclosure of such information to any third party, for so long as such information remains a trade secret, regardless of whether Customer remains a customer of MedSci and without any time limitation;
with respect to any other confidential information disclosed to Customer that does not constitute a trade secret, Customer's confidentiality obligations shall apply for as long as Customer is a customer of MedSci and for a period of three (3) years thereafter; and
CUSTOMER SHALL NOT CIRCUMVENT MEDSCI BY CONTACTING OR OTHERWISE ENGAGING DIRECTLY OR INDIRECTLY WITH A MANUFACTURER, SUPPLIER OR VENDOR DISCLOSED PURSUANT TO THE BUSINESS DISCUSSIONS OR RELATIONSHIP BETWEEN CUSTOMER AND MEDSCI, AND CUSTOMER AND WILL NOT COOPERATE, NOR ESTABLISH OR ATTEMPT TO ESTABLISH, A BUSINESS RELATIONSHIP OR OTHER AGREEMENT WITH THE MANUFACTURER, SUPPLIER OR VENDOR WITHOUT THE WRITTEN CONSENT OF MEDSCI, WITH NO EXCEPTIONS WHATSOEVER.
Customer shall not use or disclose any Confidential Information of MedSci to any third party whatsoever, unless Customer receives prior written permission from MedSci authorizing such disclosure or use. Notwithstanding the foregoing, Customer may share Confidential Information of MedSci only on a need-to-know basis to those of its employees, officers, directors, and professional advisors and only if such individuals have been informed of and have agreed to be bound by the terms of this provision. Customer shall take all steps necessary to safeguard the Confidential Information from disclosure in any manner whatsoever, in whole or in part, to any third party. Furthermore, Customer agrees to ensure that its affiliates and employees, officers, directors and professional advisors (“Representatives”) to whom Confidential Information has been disclosed are bound by confidentiality obligations at least as stringent as those herein and Customer agrees to be responsible for the Representatives’ non-compliance.
b. In the event Customer is required to disclose MedSci’s Confidential Information by law or court or governmental order, such disclosure must be in good faith and include only the minimum information required under terms designed to maintain confidentiality to the maximum extent permitted by law. In such an event, Customer must promptly provide MedSci with written notice of such requirement, prior to disclosure, so that MedSci can seek judicial protection or other assurance that confidential treatment will be accorded to the disclosed information.
c. At all times, MedSci shall retain ownership of its Confidential Information. Confidential Information is provided to Customer “AS IS”. MedSci makes no representations or warranties with respect to the accuracy or completeness of the Confidential Information, or to its merchantability or fitness for any purpose whatsoever, and specifically disclaims such.
d. For as long as Customer is a customer of MedSci, MedSci agrees to maintain Customer’s Business Information disclosed by Customer to MedSci as confidential, provided, however, that MedSci may share Customer’s Business Information with MedSci’s affiliates and subsidiaries and their respective employees, officers, directors, professional advisors, third party vendors and industry partners as further described in the Privacy Policy. Notwithstanding the foregoing, MedSci may be required or compelled to disclose Customer’s Business Information to regulatory and/or governmental agencies, insurance companies, law firms or other third parties (i) regarding the purchases and communications made by Customer from and with MedSci; or (ii) in the event MedSci becomes aware of, or has reason to believe that Customer does not or intends to not, comply with applicable laws, regulations, standards and guidance’s in relation to the MedSci Products and/or Testing Services, such as, but not limited to, suspicious order reporting. In either case, MedSci will not be required to notify Customer before disclosing such Customer Business Information and MedSci shall not be liable to Customer for any such disclosure.
8. INSPECTION OF PRODUCTS
a. Customer shall inspect the MedSci Products purchased from MedSci for any Visible Defect within ten (10) days from receipt of each order of MedSci Product at Customer's facility identified in the applicable invoice. Failure to provide notice to MedSci of a Visible Defect within the foregoing delay shall be deemed acceptance of the MedSci Products and MedSci shall not be liable for any Visible Defect reported to MedSci thereafter.
b. In addition to the inspection for Visible Defect above, Customer shall have a period of thirty (30) days from receipt of each order of MedSci Product at Customer's facility identified in the applicable invoice to inspect the MedSci Products for any Non-Conformance. Failure to provide notice to MedSci of a Non-Conformance within the foregoing delay shall be deemed acceptance of the MedSci Products and MedSci shall not be liable for any Non-Conformance reported to MedSci thereafter.
c. Notwithstanding the inspection obligations of Customer set out in Sections 11(a) and 11(b) above, in the event Customer discovers a Latent Defect, being a defect that was not discoverable through the inspections described in Sections 11(a) and 11(b) despite the exercise of reasonable diligence by Customer, Customer must notify MedSci of such Latent Defect within five (5) days of discovery thereof. MedSci shall not be liable to Customer for any Latent Defect not notified to MedSci within the foregoing delay.
d. In the event of a Visible Defect, Non-Conformance, or Latent Defect notified to MedSci in accordance with this Section 11, and provided that MedSci has agreed with Customer's determination of such Visible Defect, Non-Conformance, or Latent Defect, MedSci shall, at its sole option, either: (i) refund the price paid by Customer for the MedSci Products affected by such Visible Defect, Non-Conformance, or Latent Defect; or (ii) replace the MedSci Products affected by such Visible Defect, Non-Conformance, or Latent Defect as soon as commercially practicable.
9. INDEMNFICATION BY CUSTOMER
Customer hereby agrees to defend, indemnify, and hold harmless MedSci, Medisca, their respective affiliates and subsidiaries, and each of their respective directors, officers, shareholders, employees, subcontractors, consultants, suppliers, and licensors (collectively, the "MedSci Parties") from and against any and all third-party suits, claims, liabilities, costs, damages, judgments, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) any breach of the Terms by Customer; (ii) any violation by Customer of a third party's intellectual property rights; (iii) any negligence, fault, or willful misconduct of Customer; or (iv) Customer's use of the MedSci Products or Testing Services other than in accordance with the Terms and any applicable product documentation, provided that Customer's indemnification obligations under this section shall not apply to the extent such suits, claims, liabilities, costs, damages, judgments, or expenses arise from the gross negligence or willful misconduct of the MedSci Parties.
10. DISCLAIMER AND EXCLUSION OF LIABILITY
a. Customer acknowledges that MedSci is not the manufacturer of the MedSci Products, and that the manufacturer of the MedSci Products purchased hereunder has been selected and agreed upon by Customer. Accordingly, MedSci cannot, and shall not, be held responsible for the quality, integrity, or conformity of the MedSci Products to any specifications ("Specifications"). Customer further understands and acknowledges that MedSci sources the MedSci Products purchased by Customer hereunder specifically at Customer's request, and that, as such: (i) the MedSci Products have not undergone, and will not undergo, any MedSci testing or release criteria; (ii) only the manufacturer's Certificate of Analysis, Safety Data Sheet, Elemental Impurities statement, Allergen statement, and BSE/TSE statement will be provided with the shipment of the MedSci Products; and (iii) all MedSci Products purchased by Customer hereunder are final sale and are not eligible for return, except as expressly permitted in section 8 hereunder.
b. MedSci makes no representations or warranties, express or implied, that the MedSci Products, or Customer's purchase or use thereof, do not or will not infringe any patent or other intellectual property right of any third party. It is the sole responsibility of Customer to investigate and determine whether its purchase and use of the MedSci Products would give rise to any such infringement. Customer shall not use the MedSci Products for any purpose that would infringe a valid claim of a patent or other intellectual property right of any third party.
c. MedSci makes no representations or warranties as to the suitability or compatibility of the MedSci Products purchased by Customer, and MedSci SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY MEDSCI PRODUCTS OR TESTING SERVICES HEREUNDER.
c. Exclusion of Liability: IN NO EVENT SHALL MEDSCI, MEDISCA AND THEIR AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, CONSULTANTS, VENDORS, SUPPLIERS OR LICENSORS HAVE ANY OBLIGATIONS OR LIABILITY FOR ANY EXEMPLARY, EXTRAORDINARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFITS, USE, GOODWILL OR BUSINESS INTERRUPTION OR ANY OTHER FINANCIAL LOSS, ARISING DIRECTLY OR INDIRECTLY FROM THE PRODUCT WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF CUSTOMER HAD BEEN ADVISED OF THE POSSIBILITY THEREOF. THE TOTAL LIABILITY OF MEDSCI (INCLUDING ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, CONSULTANTS, VENDORS OR LICENSORS), IF ANY, FOR DAMAGES RELATING TO THE MEDSCI PRODUCTS SHALL BE LIMITED TO THE PRICE PAID FOR SUCH MEDSCI PRODUCTS BY CUSTOMER.