DIRECT TRADE POLICY
Effective 1 October 2021
The policies and provisions stated herein are offered by CooperVision only to its trade customers.
They are not intended for, nor are they enforceable by, wearers of CooperVision contact lenses.
POLICIES AND PROVISIONS STATED HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE.
To ensure you have the most current version, visit https://coopervision.com.my/direct-trade-policy
HOW TO OPEN AN ACCOUNT:
To establish an account, call Customer Service with your initial order. Once the order is received, you will be emailed or faxed a credit application for completion. Establishment of your account and its ongoing status is subject to approval by the Credit Department. If the signed credit application is not received by CooperVision within 30 days of order, or if cash payment is not received on or prior to delivery, the order will be voided. Upon receipt of the completed and signed credit application, CooperVision will assign an account number and your order will be processed and shipped. Completed credit applications can be faxed to 603 20808488 or emailed to firstname.lastname@example.org to expedite the process.
HOW TO PLACE AN ORDER:
- For all lenses, call CooperVision Customer Service Officer (+603 20808488): Monday to Friday from 9.00 a.m. to 5:30 p.m.
- Online ordering is available at email@example.com. All orders are subject to approval by the Management.
PAYMENT TERMS AND CONDITIONS:
Customer shall make payment to CooperVision within the payment term as stated in the invoice.
Billing adjustments must be requested within 15 days of the monthly statement.
In the event that payment is not made as required by Terms of Payment, the customer shall be liable to CooperVision for the full invoice amount, plus its full costs of collection (including actual court costs, collection agency fees, and attorneys’ fees and expenses) and CooperVision may, in its sole discretion, terminate the account or refuse to accept or fill orders until the foregoing amounts have been paid in full.
DEFECTIVE PRODUCT POLICY
CooperVision contact lenses are manufactured under strict manufacturing controls. If you believe that a lens is defective, you must return the lens within 30 days from the delivery date. A specified reason for return must be included. Upon receipt of the lens(es), CooperVision will promptly inspect it for the reason stated. CooperVision assumes no liability for the lens dispensed.
UN-OPENED PRODUCT EXCHANGE:
Un-opened, un-expired products may only be exchanged (i) for different power or (ii) if product packaging is damaged during shipment. Exchanges must be for the same lens type only (e.g., Biofinity for Biofinity, Biomedics 1 day Extra for Biomedics 1 day Extra) and must be a product currently offered for sale by CooperVision (i.e., not discontinued). Any product received in un-resaleable condition (defaced, marked, damaged, etc) will not be accepted and credited and will be returned to Customer.
To exchange or return any product the procedure is:
- Contact your respective CooperVision representative and complete a “Goods Return Note” (GRN) which does not constitute approval by CooperVision of the request for returns. Return your original lens in its original blister with your GRN.
- All GRN must be accompanied with relevant supporting documents. For any goods returned due to consumer complaints, the Complaint Handling form will need to be filled.
- Once the GRN is approved by CooperVision, credit will be given.
- Credit will only be granted if there is a corresponding invoice for the product that has been purchased within 15 months.
- Products returned for credit must be returned with a minimum of 3 months remaining before the expiration date shown on the packaging.
Any product returned, for any reason, remains the property of the customer until received by CooperVision. Returned products should be returned by a traceable shipping method to protect against loss.
- Products returned for exchange must be returned with a minimum of 3 months remaining before the expiration date shown on the packaging.
- Products damaged in shipment or shipped in error must be reported to CooperVision within 48 hours from receipt of products.
Delivery At Place (DAP) Incoterms 2020.
You agree to take all reasonable measures to maintain the confidentiality of and not disclose any trade secret, non-public information regarding CooperVision’s business or other confidential information, including but not limited to the terms of this Direct Trade Policy and CooperVision’s pricing. However, you may disclose such information or terms (i) on a confidential basis to legal or financial advisors and (ii) pursuant to the laws, order or requirement of a court, administrative agency, or other governmental body, provided that you give reasonable notice to CooperVision to contest such order or requirement.
In the event of a recall of any CooperVision products, whether voluntary or as required by a governmental authority, you agree to immediately cease distribution of the affected products upon notice thereof and otherwise cooperate with CooperVision in all respects relating to such recall. You agree to maintain and make available to CooperVision such records pertaining to your distribution of CooperVision products as reasonably required by CooperVision from time to time so as to facilitate CooperVision’s ability to effect a recall of affected products or otherwise identify consumers who may have such products.
CUSTOMER REPRESENTATIONS AND WARRANTIES:
APPLICABLE TO ALL CUSTOMERS EXCEPT DISTRIBUTORS
You represent and warrant to us and agree that: (i) you are a legal entity in good standing and duly authorized to sell and market contact lenses in the state(s) in which you do business; (ii) you are or employ on your premises a licensed eye care professional in good standing and duly authorized to fit, prescribe, and dispense contact lenses in the state(s) in which you do business (if applicable); (iii) you will not resell or distribute the Products to eye-care professionals, optical retail chains, independent outlets, mail order or internet-based lens replacement services, or any other resellers; (iv) you will distribute the Products only to end users of the Products in Malaysia for their personal use; and (v) you and your practices, including prescription verification practices, will comply with all applicable laws, rules, and regulations in connection with your purchase, use, advertising and sale of the Products.
APPLICABLE TO DISTRIBUTORS
You represent and warrant to us and agree that: (i) you are a legal entity in good standing and duly authorized to sell and market contact lenses in the state(s) in which you do business; (ii) you are or employ on your premises a licensed eye care professional in good standing and duly authorized to fit, prescribe, and dispense contact lenses in the state(s) in which you do business (if applicable); (iii) you will not resell or distribute the Products to eye-care professionals, optical retail chains or independent outlets outside Malaysia, or mail order or internet-based lens replacement services or any other resellers whether within or outside Malaysia; and (iv) you and your practices, including prescription verification practices, will comply with all applicable laws, rules, and regulations in connection with your purchase, use, advertising and sale of the Products.
The policies stated herein are in lieu of all express warranties and of all other liabilities and obligations on the part of CooperVision for any of its products. CooperVision disclaims all implied warranties including the implied warranty of merchantability and/or fitness for a particular purpose.
Neither acceptance of orders by CooperVision nor any other course of dealing with CooperVision products will cause the customer to become CooperVision’s distributor or have any ongoing right to purchase CooperVision products. CooperVision reserves the right to terminate an account at any time in its sole discretion.
CooperVision expressly denies the right of any person to incur or assume for it any liability or obligation in connection with sales of any CooperVision products other than expressly set forth herein.
CooperVision will in no event be liable for any lost profits or indirect, special, incidental, consequential, or punitive damages, regardless of the type of claim (including negligence). CooperVision’s liability for any claim relating to this Direct Trade Policy is in all events limited to the amounts paid by you in the six-month period immediately prior to the date the claim arose, whether the claim arises under contract, statute, or common law. Any action against CooperVision for an alleged breach of this Direct Trade Policy must commence within one (1) year from the date of purchase.
Customer agrees that it will not use or reproduce any CooperVision trademarks, trade names or logos (“Marks”) in any way except to the extent that such marks appear on the products themselves sold by CooperVision or as set forth in this Section. Customer may use the Marks solely in connection with its marketing of CooperVision products. To the extent not already expressly permitted herein, Customer shall, prior to its first use of any such Marks, submit representative samples to CooperVision for its prior approval, which approval shall not be unreasonably withheld. Once CooperVision has approved such representative samples of Customer’s intended use, Customer need only submit to CooperVision for prior approval, as above, displays of the Marks in a substantially different manner from what was previously approved. The foregoing does not include, and Customer is not granted any rights to use, reproduce or display, any third party trademarks, trade names or logos notwithstanding their use on or with CooperVision products. Do not use the trademarks in any of the following ways: in any way that infringes, derogates, dilutes or impairs the quality of, or CooperVision’s rights in the Trademarks; in any shortened, abbreviated, or otherwise altered form, in any manner that is misleading, defamatory, libelous, obscene, or otherwise objectionable, in CooperVision’s opinion. Customer shall not remove or obscure any of the Marks on or in CooperVision products or documentation, and will not attach any additional trademarks, logos or trade designations on or to the products or documentation.
GOVERNING LAW AND JURISDICTION:
This Direct Trade Policy shall be governed by laws of Malaysia without reference to conflict of law's principles. The prevailing party in any suit or proceeding will have the right to recover its costs and reasonable fees of attorneys and other professionals incurred in connection with the action and any appeal.
You may not assign any of your rights or delegate your obligations under this policy without our prior written consent, and any attempt to do so shall be void. No delay or failure to exercise or enforce any right or provision of this policy will be considered a waiver thereof or of any right thereafter to exercise and enforce that or any other right or provision. If any provision of this policy is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected in any way. This policy supersedes all prior or contemporaneous policies, understandings, or representations with respect to its subject matter, whether written or oral.