January 1, 2014 – until further notice
Customers with Web sites selling to U.S. end-users
NOVA Probiotics policy is for all of its customers selling its products on-line to sell on customer-owned sites only. NOVA Probiotics does not authorize or permit sales of its professional lines of products on third-party-facilitated sites (e.g., Amazon.com, eBay, etc.).
NOVA Probiotics reserves the right not to sell or supply any products to any customer that is found to be selling NOVA Probiotics products on third-party-facilitated sites.
Use of Trademarks
Customer shall not have the right to affix any of the Trademarks to any product or other material conveyed to anyone other than via the Internet in the manner described in this Policy. Customer agrees to use the symbols ™ and ©, as appropriate, when displaying the Trademarks, which is intended to indicate NOVA Probiotics’ ownership of the Trademarks and shall not be construed as a claim to ownership by Customer. Customer’s use of the Trademarks must be accompanied by a statement substantially as follows: “[Insert the trademark(s)] are trademarks of NOVA Probiotics, Inc. and are used with permission.” Customer must also include on all pages that reflect NOVA Probiotics products on Customer’s Web site a statement substantially as follows: “This site is not owned or operated by NOVA Probiotics, Inc.”
Any use of the Trademarks by Customer in accordance with this Policy shall inure to the benefit of NOVA Probiotics. The Trademarks are solely and exclusively the property of NOVA Probiotics. Customer shall not have any ownership right, title, or interest, express or implied, in the Trademarks. Customer shall not use the Trademarks except in a form, context, and location that is acceptable to NOVA Probiotics. NOVA Probiotics may review Customer’s Web site at any time and reserves the right to require Customer to make changes to it based upon use of any intellectual property owned or controlled by NOVA Probiotics, even if NOVA Probiotics has previously approved or accepted Customer’s Web site or the material displayed thereon. NOVA Probiotics may require Customer to make changes to Customer’s Web site at any time to the extent Customer is using the Trademarks in a manner that violates applicable FDA or FTC regulations, any other applicable laws or regulations, or NOVA Probiotics policies.
Customer may not use NOVA Probiotics product names, trademarks or copyrights as part of a URL (Universal Resource Locator), secondary level domain name, meta-tags, key words or file names.
Disease claims are not permitted in reference to NOVA Probiotics supplement. We will permit, until further notice, our products to be two or more clicks (web pages) away from these claims. Only claims that appear on the NOVA Probiotics product label or on-line catalog may be used in reference to our products on your website. NOVA Probiotics may review Customer’s Web site at any time and reserves the right to require Customer to make changes to it based upon use of any intellectual property owned or controlled by NOVA Probiotics in association with any disease claims, even if NOVA Probiotics has previously approved or accepted Customer’s Web site or the material displayed thereon. NOVA Probiotics may require Customer to make changes to Customer’s Web site at any time to the extent Customer is using the Trademarks in a manner that violates applicable FDA or FTC regulations, any other applicable laws or regulations, or NOVA Probiotics policies.
The NOVA Probiotics logo may be used only in the special form supplied by NOVA Probiotics for use on the Internet; neither the file name nor the name of the image may be changed or modified from the original form supplied by NOVA Probiotics. It may be accompanied by a statement indicating “I (We) proudly offer [insert NOVA Probiotics Company Logo] products.” No other statements may be affiliated with use of the logo.
NOVA Probiotics may, in its sole discretion, revise or eliminate this Policy at any time. NOVA Probiotics may also terminate Customer’s non-exclusive, limited license to use the Trademarks at any time in its sole discretion upon written notice.
Any failure or delay by NOVA Probiotics in enforcing any provisions of this Policy or any of NOVA Probiotics rights in any of the Trademarks shall in no way be considered a waiver of such provisions or rights and shall in no way prevent NOVA Probiotics from enforcing the same at a later date.
Violations of Policy
All Customers who violate this Policy will receive ten (10) days’ advance written notice from NOVA Probiotics that they are in violation of the Policy and therefore will no longer be able to purchase the Products after the end of the ten (10) day notice period. After the notice period, Customer will no longer be able to purchase the Products and Customer will no longer be authorized to use the Trademarks on Customer’s Web site or in any other manner on the Internet. After the notice period, Customer will be required to immediately cease all use of the Trademarks on Customer’s Web site or in any other manner on the Internet. Customers that correct their Web site to bring it into compliance with this Policy should promptly notify NOVA Probiotics. NOVA Probiotics will then review Customer’s Web site. If NOVA Probiotics determines Customer has brought his or her site into compliance with this Policy, Customer’s account will be reactivated so Customer may purchase the Products and use the Trademarks on Customer’s Web site in accordance with this Policy. NOVA Probiotics has adopted zero-tolerance approach to this policy. Customer acknowledges that upon any subsequent breach of any provision of this Agreement, NOVA Probiotics may terminate Customer’s account without notice. Once Customer has fallen out of compliance with this policy in any way and has received any written notice from NOVA Probiotics, then upon any subsequent breach NOVA Probiotics reserves the right to immediately terminate the Customer in order to continue/maintain any relationship with Customer. In the event that Customer desires to sell NOVA Probiotics’ products to Customer’s patients on the Internet subsequent to termination.
NOVA Probiotics’ Copyright Policy & Disclaimer
Thank you for visiting NOVA Probiotics’ Web site. The content, arrangement and layout of this site, including, but not limited to, the trademarks and text, are proprietary to NOVA Probiotics, and should not be copied, imitated, reproduced, displayed, distributed, or transmitted without the express permission of NOVA Probiotics. Any unauthorized use of the content, arrangement or layout of the site, or the trademarks found in the site may violate civil or criminal laws, including, but not limited to, copyright and trademark laws.
The information provided in this web site may not be construed as medical advice. It is merely for educational purposes and its accuracy is not guaranteed. Please consult with your physician or other medical care provider regarding any healthcare questions you may have.
INFORMATION ON THIS WEB SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
NOVA Probiotics’ Vendor Policy
Terms and Conditions
- Acceptance. This order is NOVA Probiotics’ offer to purchase from vendor the goods and/or services described on the reverse hereof. This order is conditioned upon Vendor’s acceptance of all terms and conditions contained in or attached to this order. Any changes or additions to the terms or conditions in any oral or written communication shall not be effective or binding, nor shall it change the terms or conditions of the Purchase Order, unless agreed to in writing and signed by NOVA Probiotics.
- Partial Acceptance. Partial acceptance shall not be deemed consent to a change or addition to this Purchase Order, unless such changes have been reduced to a writing signed by NOVA Probiotics.
- Objection. Ten (10) days after the date on this Purchase Order, if changes or objections have not been made, it shall be deemed that the Vendor has accepted all terms and conditions.
- Proper Identification. All invoices, packages, shipping notices and other written documents shall contain the Purchase Order number.
- Shipping. Unless otherwise stated in writing on this Purchase Order, goods shall be shipped F.O.B. Destination via the cheapest common carrier, prepaid and uninsured. Vendor shall bear all risk of loss, injury, or destruction of goods, until acceptance thereof by NOVA Probiotics, except loss or injury caused by NOVA Probiotics’ own actions.
- Price and Payment. Price shall be the amount stated on this Purchase Order, or in the event that none is stated, the last written quote, or the last amount billed for identical goods, whichever is lower, or if none, the prevailing market price. Determination of cash discounts shall be based upon the date of acceptance of goods, or receipt of a correct invoice, whichever is later. Payment shall be remitted by NOVA Probiotics by the U.S. Mail. Vendor shall be responsible to pay all taxes arising out of the sale of goods and services to NOVA Probiotics, except that NOVA Probiotics shall pay any sales and use taxes from which it is not exempt, which are typically charged to a buyer under the circumstances.
- Quality Standards. NOVA Probiotics requires the highest standards of quality and performance for its products. The goods being purchased must meet standards required by NOVA Probiotics.
- Inspection. NOVA Probiotics may perform quality control inspection upon the products at Vendor’s business location, to the extent practicable, at all times.
- Manuals. Vendors shall furnish to NOVA Probiotics at its request any quality control manuals, certificates, chemical analysis certifications, or other certificates reasonably required by NOVA Probiotics. Vendor’s quality control systems shall be followed.
- Current Good Manufacturing Practices (CGMP). CGMP shall be adhered to by Vendor in all respects pertinent to the manufacture and shipment of the goods specified on the reverse hereof.
- Warranties. The goods shipped shall be subject to the following warranties in addition to any and all other warranties provided by law, or otherwise made by vendor.
- Title. Vendor shall deliver goods free and clear of all liens, encumbrances, or claims of others.
- Fitness for Use. Vendor is aware of the use to be made of the goods, and the goods are fit for particular use.
- Merchantability. The goods are of merchantable quality.
- Specification. The goods shall be manufactured or were manufactured pursuant to specifications and under strict quality control standards of Vendor in accordance with CGMP.
- Patent and Trademark. Actions by the Vendor in performance of this Purchase Order do not infringe upon patents of trademarks.
- Non-Limitations. Nothing herein is intended to limit NOVA Probiotics’ right to damages, as a result of any defect or breach or warranty.
Rejection and Cancellation. All goods shall be subject to NOVA Probiotics’ Inspection and acceptance. Goods rejected by NOVA Probiotics shall be held, transported, or stored at Vendor’s expense which shall be promptly reimbursed by Vendor. NOVA Probiotics may cancel the remainder of any order after a partial nonconforming shipment has been received. NOVA Probiotics may also cancel any order at any time before partial completion is made by Vendor. Seventy-two (72) hours shall be a reasonable time to inspect for patent defects. Latent defects shall be determined after reasonable time for inspection and testing.
- Privacy. No publicity or advertising shall contain reference to NOVA Probiotics, unless NOVA Probiotics has consented in writing.
Disclosure and Ownership. All product specifications supplied to Vendor shall be the property of NOVA Probiotics, Vendor shall not release data, specifications, formulations, or other information to any third party, shall treat the same as a trade secret, and shall take necessary steps to protect the trade secrets of NOVA Probiotics.
Time is of the Essence. Delivery time is of the essence of this contract. Failure to deliver in a timely manner shall be grounds for cancellation and may entitle NOVA Probiotics to such damages as are incurred as a result thereof.
- Default. In the event of default, the Parties shall have all rights and remedies set forth by the Uniform Commercial Code as adopted by the State of Texas which shall not be deemed to limit the rights to cancel, in whole or part, and procure goods from an alternate source, seek damages therefore, and the default shall not excuse delivery of the remainder of any part of this Purchase Order, without notice by non-defaulting Party.
- Waiver. NOVA Probiotics’ waiver of any breach or failure of terms of this Purchase Order shall not in any way, effect, limit, or waive NOVA Probiotics’ right thereafter to enforce and compel strict compliance with every term, condition and specification for the remainder of this Purchase Order or other purchase orders.
Governing Law and Attorneys’ Fees. The laws of the State of Texas shall govern this Purchase Order. Venue for any action brought hereunder shall be in the Dallas. In the event of action to enforce any term, condition or covenant or to recover damages arising from breach, the prevailing party shall be entitled to recover reasonable attorney’ fees.
Compliance with Law. Unless excepted by law, Vendor certifies that it has complied with all governmental regulations, with Equal Pay Act, Age Discrimination Employment Act, all Executive Orders, Equal Employment Opportunity provisions, non-segregated facilities and affirmative action. Vendor has also complied with all applicable FDA regulations, if any. Certification of conformance shall be given upon request by NOVA Probiotics.
Entire Agreement. The terms of this Purchase Order constitutes the entire agreement of the Parties. It is not assignable and may not be changed or amended without written consent of NOVA Probiotics.