Terms and Conditions of Sale

Thank you for your interest in Central Admixture Pharmacy Services, Inc. (“CAPS”) solutions.

The following provisions set forth the terms and conditions on which CAPS sells its solutions to buyers (each a “Customer”).

Effective Date / Last Updated: June 2026

Terms and Conditions. Each order of compounded sterile preparations (sometimes referred to herein as “Solutions”) sold by CAPS shall be subject to the terms and conditions contained herein, specifically including the terms of the Credit Information provided by Customer (“Credit Application”); and Customer acknowledges its agreement with these terms and the Credit Application (collectively, the “Terms”), and that these Terms supersede the terms and conditions of any purchase order or other documentation used by Customer.  Any terms or conditions on any purchase order used by Customer, except for delivery instructions and quantities ordered shall be void and have no effect. Customer may place orders by use of purchase orders for its convenience and to comply with its internal procedures and requirements. CAPS reserves the right at any time to amend these Terms by posting updated terms, and Customer shall be deemed to accept such amended terms by ordering CAPS Solutions after the effective date of such amendment. Additional special terms and conditions of CAPS may be applicable with respect to certain Solutions. 

Ordering. Customer will send via facsimile, personal computer, web-based ordering system using CAPS proprietary software, or direct computer interface the appropriate orders necessary for CAPS to accurately admix.  Initiation of an order must be executed by authorized personnel of Customer.  Changes in personnel authorized to execute an order must be communicated to CAPS in writing. CAPS is under no obligation to accept any purchase order received and reserves the right to not accept any purchase order at any time without liability. 

Delivery. Appropriate delivery fees may be applied.  

Pricing and Payment. CAPS may increase pricing at any time for future orders.  Additional Solutions may be added from time to time.  Payment terms are net 30 days. CAPS may require a Customer to prepay for each order, in its sole discretion.  All invoices not paid when due will accrue a late charge at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) on the outstanding past-due balance until paid in full.  CAPS cannot accept any returns for credit.  If payments are not made when due, or if Customer becomes insolvent or bankrupt, CAPS, in addition to its other available rights and remedies, may withhold further shipment until all overdue balances are made current, and may require prepayment of future orders prior to shipment.  Customer shall reimburse CAPS for any costs and expenses incurred for collection of overdue amounts or enforcement of its rights, including reasonable attorneys’ costs and fees.  The remittance address is as follows:  Central Admixture Pharmacy Services, Inc., P.O. Box 780404, Philadelphia, PA  19178-0404.  

Labeling. Doses provided to Customer from CAPS will comply with all applicable laws and regulations.

Confidential Pricing. Customer agrees to keep the pricing information confidential and to refrain from disclosing such pricing information.  

Responsibilities. CAPS will provide the Solutions in accordance with the order given or transmitted to CAPS.  Customer understands and agrees that it is a sophisticated user of the Solutions and that it is aware of the uses, benefits, limitations, hazards and potential injurious properties of such Solutions.  Customer and its physicians have independently evaluated the safety and clinical use of the Solutions and have deemed these formulations to be clinically appropriate.  In agreeing to admix the Solutions, CAPS is relying upon Customer and its physicians’ determination that these formulations are appropriate, and neither Customer nor its physicians are relying upon CAPS for this determination.  For Solutions prepared by CAPS in accordance with the order given or transmitted to CAPS, Customer and its physicians assume all liability and risk arising in connection with the use of these Solutions, including, without limitation, any patient injury directly or indirectly arising from the use of the Solutions.  CAPS makes no representation or warranty as to the formulation or labeling of the Solutions except that such formulation and labeling will be in accordance with the order given or transmitted by Customer.  As such, Customer is solely responsible for, and holds CAPS harmless against, any damage or bodily injury (including death) arising from any mislabeling by, or failure of Customer to warn its patients of the uses, benefits, limitations, hazards and potential injurious properties of the Solutions, and for the development, use or administration of the Solution prepared by CAPS at Customer’s direction, unless such injury is caused solely by CAPS’ failure to prepare the Solution in accordance with the order given or transmitted to CAPS by Customer.

Limitation of Liability. CAPS shall not be liable to Customer for any indirect, incidental, special, punitive or consequential loss, damage or expense (including any damage for lost profits, or otherwise) directly or indirectly arising out of or in connection with the furnishing of Solutions and services hereunder, or the development, use of, or inability to use any Solution, or otherwise, whether based in contract, warranty, tort, including without limitation, negligence, or any other legal or equitable theory.  CAPS' total liability for any claim or action shall not exceed the amount paid for the order out of which such a claim or action arose.

Disclosure. If the pricing of the Solutions constitutes a discount or other reduction in price under Section 1128(b)(3)(A) of the Social Security Act 42 U.S.C. 1320a-7b(b)(3)(A), and 42 C.F.R. § 1001.952(h), Customer shall disclose the discount or reduction in price to the full extent required under any state or federal program which provides cost or charge based reimbursement to Customer for the Solutions covered herein.  This Act requires, among other things, that Customer fully and accurately report on any claim or request for payment it submits to Medicare and Medicaid the actual purchase price paid by Customer for products, net of any discounts, rebates or allowances provided to Customer hereunder.  Customer may also be required, upon request, to provide documentation of the discount or other reduction in price to the Secretary of Health and Human Services.

Dispute Resolution; Governing Law. Any dispute, controversy or claim shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof. These Terms shall be governed by and construed under the laws of the Commonwealth of Pennsylvania, notwithstanding its law of conflicts of law.

Miscellaneous.

1. Any required notices shall be given in writing, in the case of CAPS, at 6430 Oak Canyon, Suite 200, Irvine, CA 92618, and in case of Customer, at the address designated on Customer’s purchase order or to such other address as either party may substitute by written notice to the other and shall be deemed given upon the date of delivery.
2. Except as expressly provided herein (including CAPS’ right to amend these Terms for future orders by posting updated terms as set forth above), no change or modifications to, or waiver of, any part of these Terms shall be valid or binding on either party unless in writing and signed by an authorized representative of each party. CAPS failure or delay to exercise or enforce any of its rights hereunder shall not constitute or be deemed to be a waiver of such rights or forfeiture of such rights, and CAPS may, at its option, from time to time, exercise any of its rights or remedies.
3. These Terms bind Customer and its successors and permitted assigns. Customer may not assign these Terms, in whole or in part, without CAPS’ prior written agreement, and any purported assignment without such written agreement shall be null and void.