TERMS OF SALE

June, 2022

Dermavant Sciences, Inc.’s Price List and these Terms of Sale/Return Goods Policy, applies to the U.S. market only. The U.S. market includes all U.S. territories, commonwealths, and possessions. The Price List and Terms of Sale/Return Goods Policy are subject to change without advance notice to customers.

No terms in any purchase order or any acknowledgement thereof (whether printed, stamped, typed or handwritten) issued by a customer, except terms expressing the quantity and Dermavant product (“Product(s)”) ordered, will be considered applicable to customer’s purchase. No modifications of these Terms of Sale/Return Goods Policy, whether different or additional terms contained in any purchase order, acknowledgement form, or any other document, besides a written agreement executed by authorized representatives of a customer or Dermavant, will be binding on Dermavant. Dermavant may modify the Terms of Sale/Return Goods Policy at any time by providing a link to the updated terms and conditions.

All orders and any correspondence pertaining thereto should be sent to:

CUSTOMER SUPPORT CONTACT INFORMATION
Dermavant Rx Products

Phone: 866-398-0815
Email: DermavantCS@icsconnect.com

For Drug Supply Chain Security Act (DSCSA) related correspondence, please send inquiries to Customer Service via our email: ICSSerializationServices@absg.com

All orders, whether based upon submitted quotations or not, are subject to acceptance and credit approval by Dermavant. Dermavant reserves the right to restrict order quantities. Dermavant reviews all submitted orders against lists of Restricted Parties maintained by applicable governmental authorities, including lists established under the U.S. Federal Food Drug and Cosmetic Act and the U.S. Foreign Assets Control Regulations. This review may result in orders that are delayed or blocked. Recipients of Product(s) are required to follow all applicable laws in connection with the purchase, sale, distribution, or use of such Product(s).

  1. Prices: All prices are submitted without offer. Prices are subject to all taxes, excises, or other charges levied by any government (national, state, or local) upon the sale, consumption, or use of the Product(s) listed herein. If invoices reflect any discounted prices, credits, or rebates or if price reduction are subsequently earned and paid with respect to the merchandise/services described herein, the federal law may require disclosure of the price reduction on your claim or cost reports for Medicare and Medicaid reimbursement under 42 U.S.C. 1320(a)-7b.
  2. Payment Terms: Product(s) may have unique payment terms as provided by contract, as indicated on the Price List, Product Invoice and/or Purchase Order. Payments submitted via Electronic Funds Transfer (EFT) may add an additional four (4) days to the invoice due date.
    Credit Card Policy – Dermavant may accept select credit cards as a payment option for direct purchases of Product(s) subject to price adjustment to account for any merchant processing fees; further, any prompt pay discount is not available when payment is made by credit card. For important information concerning the use of your credit card for the purchase of Product(s), please contact Dermavant Customer Service at 866-398-0815.
  3. Minimum Order: The minimum order is one bundle (10 units). Dermavant reserves the right to reject any order below the minimum.
  4. Shipping and Routing: On orders where Dermavant, or a third-party shipping on behalf of Dermavant (“Agent”), pays transportation charges, Dermavant reserves the privilege of shipping via a carrier of its own choice. Where expedited delivery, special handling or routing is requested by the customer and is approved by Dermavant or its Agent, the difference in transportation charges will be charged to the customer. For after-hours or weekend emergency orders, Dermavant may apply an additional handling charge.
  5. Delivery: All deliveries shall be made F.O.B. point of shipment. Title to the goods sold shall pass upon delivery of the goods to the carrier.
  6. Damage or Delay in Transit: If Product arrives in broken or damaged condition, it is the customer’s responsibility to ensure that the carrier’s agent notes “damaged” or “broken” on the delivery receipt. The carrier acts as the agent of the customer/purchaser, and Dermavant is not responsible for loss of, damage to, or delay respecting the Product(s) after delivery to the carrier. Dermavant may assist, when requested, in formulating claims against the carrier, but Dermavant will not assume the responsibility of collecting claims against the carrier. For any loss or damage evident at the time of delivery, customer must, as noted above, make notation on the delivery receipt and report to Dermavant within three (3) business days of the date of delivery.
  7. Product Recalls: In the event of a Dermavant initiated recall, it is Dermavant’s practice to reimburse customer for actual and reasonable expenses incurred in complying with the request as laid out in Dermavant’s recall notification.
  8. Perishable Products: Certain Product(s) require special temperature storage conditions and precautions in accordance with the caution label attached to each package. With regard to these Product(s), Dermavant will not accept responsibility for any losses sustained through failure to store or handle as directed by the Product’s label.
  9. Product(s) Liability Protection Policy: In the event of a claim or lawsuit arising out of the dispensing of a Dermavant pharmaceutical product, it is Dermavant’s policy to defend and hold harmless the pharmacist or the pharmacist’s employer if the following conditions are met:
    • If a prescription Product, the prescription Product was properly filled by the pharmacist.
    • The Product was not improperly stored or packaged.
    • There is no evidence of negligence or any improper or illegal act by the pharmacist or employer.
    • The pharmacist has not made express warranties nor provided information inconsistent with the approved Product labeling.
    • The pharmacist and the pharmacist’s employer, if any, provide Dermavant with prompt notice of the claim or lawsuit and fully cooperate with Dermavant in the defense of the claim or lawsuit.
  10. Data: Customer shall prepare Inventory Reports (an “852”) and Sales Reports (an “867” and together with “852”, “Data”) and provide Dermavant with such Inventory Reports as it reasonably requests. All such Reports shall be transmitted in an agreed upon format within five (5) business days of Dermavant’s request.
  11. Audit: Customer shall maintain accurate and complete records and accounts relating to its purchases of Dermavant product(s) and the sale/dispensing of Dermavant product(s), and, in accordance with generally accepted accounting principles, maintain complete and accurate records of all Dermavant product(s) related transactions for at least three (3) years following the date of the invoice (“Records and Accounts”). Upon request by Dermavant, customer shall allow Dermavant, or Dermavant’s authorized representatives, to visit customer's facilities during normal business hours to observe and verify customer’s compliance with these Terms of Sale/Return Goods Policy, review the Records and Accounts, inspect those facilities of customer which are being utilized in the purchase/storage/sale of Dermavant product(s), and/or to make copies of relevant records. Records and Accounts shall be maintained for a period of three (3) years after the creation of the applicable Record or Account. Dermavant shall also be entitled to conduct a virtual audit through a written request for Records and Accounts from customer. Customer shall respond to any virtual audit by providing Records and Accounts within ten (10) business days of Dermavant’s written request.

RETURN GOODS POLICY

Products may be returned on the following basis:

  1. Returnable Items: The following Products may be returned by customers for return goods credit without prior approval:
    1. Damaged or defective Product – Product received in a damaged or defective condition may be returned for replacement or credit, including freight, when reported within 72 hours of the date of delivery. If Product is damaged, please have the transportation company note “damaged” or “broken” on the freight bill. Claims with respect to damaged Product caused by third party carriers (i.e., UPS, FedEx, etc.) must remain in the original packaging for inspection.
    2. Product shipped in error – Product shipped in error by Dermavant or 3PL may be returned for credit, including freight when returned within 72 hours of the date of delivery.
    3. Product returned undeliverable – Product undeliverable by third party carriers (i.e., UPS, FedEx, etc.) may be returned to 3PL for credit.
    4. All Product must be returned in its original, unopened container to receive credit. Except where required by applicable state law, no return payment or credit will be given for partial or opened Product not reported within 48 hours of the date of delivery.
      Note: Product purchased directly from Dermavant may only be returned to Dermavant. Dermavant reserves the sole right to determine whether Products qualify for replacement or credit. All credits must be used within one (1) year from issuance. Dermavant determination of the physical count of the returned Products will be final. By returning Product, you authorize Dermavant and its Returns Processor to destroy, without payment or other recourse, any returned Product.
  2. Procedure for Returning Product(s):
    Whenever you wish to return these items, pack the material in a container suitable for shipment and include a packing list that identifies each item being returned, the name and address of your company, DEA number, debit memo number, and Dermavant account number.

    To ensure proper and timely handling of returns, please contact Dermavant by using one of the following contact options below:
    ICSCONNECT.COM
    Email: DermavantReturns@icsconnect.com
    Phone: 866-398-0815

    Dermavant reserves the right to issue zero (0) credit for returns that do not include all required information.

    All returns shall be made in compliance with all applicable Federal and State laws and regulations.

    All Product(s) must be returned freight prepaid by the sender, using generally accepted shipment methods. Use a separate packing list for each carton. To facilitate processing of multiple debit memo numbers returned in a single container, please segregate Product by debit memo number to ensure acceptance and accurate credit. Upon receipt of the Product(s) and verification of the contents and condition of the Product(s), a credit memorandum will be issued as appropriate.

    Dermavant will not issue credit or accept charges/deductions for administrative, handling, or freight charges associated with the return of Product to Dermavant. In the event Product received from Dermavant is damaged to such an extent that physical return is impossible, written explanation of the Product involved, nature of damage, and explanation as to why return cannot be made may be submitted to Dermavant for consideration. Dermavant will consider the request and issue no credit, partial credit, or full credit as Dermavant deems appropriate. In all other circumstances, credit or reimbursement will not normally be issued for Product destroyed by customers or third parties.
  3. NDC Number Labeler Codes
    81672-5051-01   Dermavant Sciences, Inc.

VENUE

This Terms of Sale/Return Goods Policy constitutes an agreement with Dermavant in Texas and the transactions are performable for all purposes in Texas. You agree that the transaction has a reasonable relationship to the State of Texas in that, among other things, the Terms of Sale/Return Goods Policy originated from the State of Texas and Dermavant will perform a substantial part of its respective obligations in the State of Texas. It is agreed that the exclusive venue for any dispute arising out of the Terms of Sale/Return Goods Policy is a state or federal court of competent jurisdiction in Tarrant County, Texas. By participating in the transaction under this Terms of Sale/Return Goods Policy, you irrevocably and unconditionally submit to the exclusive jurisdiction of a state or federal court in Tarrant County, Texas.


GOVERNING LAW

You consent to the Terms of Sale/Return Goods Policy being governed by and interpreted in accordance with the substantive laws of the State of Texas without regard to its conflict of law principles.