Effective date: June 1, 2026
Version: 1.0
These Trade Account Terms of Sale ("Terms") govern every trade account opened with, and every purchase made from, Berton Direct, a division of Berton Clinical Corporation, a Florida corporation ("Berton Direct," "we," or "us"). "Customer" or "you" means the business, facility, or practitioner that opens the account, and every user authorized to act for it.
By opening an account, checking the acceptance box, or placing an order, you agree to these Terms, our Privacy Policy, and our Returns Policy. We record the date, time, user, and version of the Terms you accept. If you are accepting on behalf of a business, you confirm that you have authority to bind it.
1.1 Berton Direct sells only to businesses, healthcare facilities, and licensed practitioners that buy products for use or dispensing in the ordinary course of their business or professional practice. We do not sell to consumers for personal or household use.
1.2 We may approve or decline any account application at our sole discretion.
2.1 You must provide complete and accurate information, including your business details and, where applicable, your NPI and state licence or permit numbers.
2.2 You authorize us to verify this information against government and publicly available registries when you apply, periodically while your account is active, and before we fulfill orders for prescription products.
2.3 Where we require identification of the account holder, we delete the document once verification is complete and keep its expiration date. We will ask for a current document when renewal approaches.
2.4 You are responsible for all activity under your account and for keeping login credentials secure. Notify us promptly of any unauthorized use.
3.1 You must keep every licence, permit, and registration required for the products you purchase current and in good standing.
3.2 You must notify us in writing within five (5) business days if any such licence or permit expires, is suspended, revoked, restricted, or placed on probation, or if your business ownership, name, or ordering locations change.
3.3 We may place your account on hold, or cancel pending orders, until renewed or corrected credentials are verified.
4.1 Prescription products are available only to accounts that hold the licence or authorization required by federal and applicable state law to purchase, possess, use, or dispense them, and that have completed our additional verification.
4.2 Access to certain products may also be subject to approval by the product's manufacturer.
4.3 We may decline or cancel any prescription product order that cannot be verified, without liability.
5.1 You agree to use or dispense products only in the ordinary course of your business or professional practice and in accordance with product labeling.
5.2 Without our prior written consent, you will not resell or transfer products to other distributors or wholesalers, list or sell products on online marketplaces or third-party websites, export products outside the United States, or alter, relabel, repackage, or remove lot or expiration information from products.
5.3 You will not make claims about any product beyond those in its approved labeling.
6.1 Account-specific pricing is shown when you are logged in to your approved account. Prices are those in effect when we accept your order and may change without notice for future orders.
6.2 Your account pricing and any other terms offered to you are confidential business information. You may not publish or disclose them to third parties.
6.3 Prices do not include applicable taxes or delivery charges unless stated. If you claim a sales-tax exemption, you must provide a valid exemption or resale certificate before we can apply it.
7.1 An order is an offer to buy. It is accepted only when we confirm it or ship the products.
7.2 We may limit quantities, decline orders, or cancel orders affected by availability, pricing or listing errors, verification issues, or suspected fraud or diversion. If we cancel a paid order, we will refund the amount paid.
7.3 Products are subject to availability. We will notify you of any backorder, and you may cancel the backordered portion before it ships.
8.1 Unless credit terms have been approved, payment is due at the time of order. Card payments are processed through our payment processor's hosted checkout. We do not receive or store full card numbers.
8.2 We may offer invoice (credit) terms to qualifying accounts at our discretion, subject to a credit review. Available credit terms and qualification criteria are provided during the account application process. We may change or withdraw credit terms at any time.
8.3 Past-due invoiced amounts accrue a late charge of 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend ordering on any account with a past-due balance. You are responsible for reasonable costs of collection.
9.1 We ship to the verified business address on your account. We do not ship to residential addresses unless that address is the licensed practice location on file.
9.2 Delivery dates are estimates. Title and risk of loss pass to you when products are delivered to the shipping address on your account.
9.3 Inspect each shipment on receipt. Report visible damage, shortages, or incorrect products within two (2) business days of delivery, and concealed damage within five (5) business days, as described in our Returns Policy.
After delivery, you are responsible for storing and handling products according to their labeling, including temperature requirements, and for not dispensing or using expired products.
11.1 If a product is recalled or withdrawn, or a safety notice is issued, we will notify you using the contact details on your account.
11.2 You agree to follow the instructions in the notice promptly, to quarantine affected products, and to cooperate with us, the manufacturer, and regulators, including by identifying affected lots and quantities.
11.3 You must maintain records that allow you to identify products you purchased by lot number.
Returns are governed by our Returns Policy, which forms part of these Terms.
13.1 We warrant that products will conform to the manufacturer's specifications when delivered and will not be adulterated or misbranded when they leave our control.
13.2 Your sole remedy for breach of this warranty is replacement of the product or a credit or refund of the price paid, at our option.
13.3 Except as stated in this section, and to the fullest extent permitted by law, we make no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. Any manufacturer warranty passes to you as provided by the manufacturer.
To the fullest extent permitted by law, we are not liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue. Our total liability arising from any order is limited to the amount you paid for the products in that order. Nothing in these Terms limits liability that cannot be limited by law.
You agree to indemnify and hold harmless Berton Clinical Corporation and its officers, directors, employees, and agents from claims, losses, and expenses, including reasonable attorneys' fees, arising from any of the following:
You agree to provide, on reasonable request, documentation needed to confirm your eligibility or to support our compliance with federal and state distribution, tracing, and recall requirements.
17.1 We may suspend or close your account immediately if:
17.2 You may close your account at any time by contacting us.
17.3 Amounts owed, and Sections 5, 6.2, 11, 13 through 16, and 18, survive termination.
18.1 Governing law and venue. These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules. Exclusive venue lies in the state or federal courts located in Broward County, Florida.
18.2 Entire agreement. These Terms, the Privacy Policy, the Returns Policy, and any written credit agreement are the entire agreement between us for purchases through Berton Direct. They prevail over any terms in your purchase orders or other documents.
18.3 Changes. We may update these Terms by posting a new version with a new effective date. For material changes, we will notify account holders and may require renewed acceptance. Orders are governed by the version in effect when the order is placed.
18.4 Other terms. Neither party is liable for delays caused by events beyond its reasonable control. If any provision is unenforceable, the remaining provisions stay in effect. Our failure to enforce a provision is not a waiver. You may not assign your account without our written consent.
Berton Direct, a division of Berton Clinical Corporation
401 East Las Olas Blvd, Suite 1400
Fort Lauderdale, Florida 33301
Email: provider@bertondirect.com
Phone: 1-888-523-7866