Credit Application Form

Application Mode

Imprimis Pharmaceuticals takes great pride as the premier provider of health care products. We want to thank you for taking time to complete this Credit Application and Agreement. Welcome to the Imprimis Pharmaceuticals family!

Basic Information (Step {{wizardStep}}/{{totalWizardSteps}})

Please enter compnay name.
Please select year business started.
Please select current owner since.
Please enter your address.
Please select state for formation.
Please enter zip code.
Please enter city.
Please enter state.
Please enter phone number.
Please enter email address.
Please enter a valid email address.

Address Details (Step {{wizardStep}}/{{totalWizardSteps}})


Please enter shipping address.
Please enter shipping zip code.
Please enter shipping city.
Please enter shipping state.

Please enter billing address.
Please enter billing zip code.
Please enter billing city.
Please enter billing state.

Business Information (Step {{wizardStep}}/{{totalWizardSteps}})

Please select Tax ID or SSN.
Please enter Tax ID.
Please enter SSN.
Please enter Organization ID.
Please enter NABP.
Please select estimated monthly purchase.

Ownership (Step {{wizardStep}}/{{totalWizardSteps}})


Please enter name.
Please enter address.
Please enter zip code.
Please enter city.
Please enter state.
Please enter phone number.
Please enter ownership percent.
Ownership percent must be in between 1-100.
Ownership percent must be in between 1-100.
Please enter license number.

Please enter name.
Please enter address.
Please enter zip code.
Please enter city.
Please enter state.
Please enter phone number.
Please enter ownership percent.
Ownership percent must be in between 1-100.
Ownership percent must be in between 1-100.
Please enter license number.

References (Step {{wizardStep}}/{{totalWizardSteps}})


Please enter supplier name.
Please enter address.
Please enter phone number.
Please enter account number.

Please enter supplier name.
Please enter address.
Please enter phone number.
Please enter account number.

Premises Information (Step {{wizardStep}}/{{totalWizardSteps}})

Please enter landlord name.
Please enter landlord phone.
Please enter insurance agent name.
Please enter insurance agent address.
Please enter insurance agent phone.
Please enter insurance policy number.

Application Preview

Imprimis Pharmaceuticals takes great pride as the premier provider of health care products. We want to thank you for taking time to complete this Credit Application and Agreement. Welcome to the Imprimis Pharmaceuticals family.

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Accounts must maintain a minimum monthly purchase volume of $2,000 to be eligible for Net30 terms. Accounts will be reviewed on a semiannual basis for continued elibility of terms.

Owner #1

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Owner #2

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Reference #1

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Reference #2

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This Credit Agreement, together with the credit application submitted by Applicant, any Prime Vendor Agreement or other servicing agreement, and stated invoice terms, constitute an agreement between Applicant and Imprimis Pharmaceuticals, Inc ("IMMY"). Applicant understands and agrees to the following terms and conditions of sale.
Payment Terms: If Applicant enters into a Prime Vendor Agreement or any other individual servicing agreement, the specific payment terms are as stated in such agreement. Otherwise, specific payment terms are stated on the invoice delivered to Applicant. The following terms apply to all purchases of goods and services unless the Prime Vendor Agreement or other individual service agreement provides otherwise, in which event the terms of the Prime Vendor Agreement or other individual service agreement will control: (a) All payments must be deposited to IMMY's account during normal business hours by the date due; (b) Prices quoted include a discount in anticipation of payment within terms. Should payments be deposited to IMMY's account later than the due date, or if the payment is dishonored, IMMY will invoice Applicant for the unearned discount by recalculating the price of goods. A processing fee of $50 will be invoiced for each dishonored payment; (c) If payment is delinquent, IMMY may, in addition to IMMY's right to exercise other remedies, withhold any credits or payments to Applicant and assess a per-day late payment fee of the lower of 0.05% (18%/360) or the maximum rate permitted by law on the outstanding balances until paid, beginning on the first (1st) business day after such due date. Additionally, IMMY may adjust future Price of Goods to reflect Applicant's payment history; (d) Applicant agrees to promptly pay when invoiced all denied chargebacks for disallowed/ineligible contract pricing, and to look solely to the relevant manufacturer(s) and/or buying group(s) for redress; (e) Billing disputes must be filed with IMMY's Accounts Receivable Department by the earlier of thirty (30) days after receipt of the first statement containing the amount in dispute or the period set by a manufacturer for chargebacks Otherwise, Applicant will be deemed to accept the accuracy of such statements and to waive its right to dispute the amount; (f) Drivers and IMMY employees cannot accept payment; (g) Drivers are not authorized to verify contents or quantities of packages. Applicant agrees that a receipt signed by a driver for any tote or package does not constitute evidence of the contents or value of the package; (h) Applicant acknowledges and understands that IMMY has the absolute right to change pricing or payment terms or suspend delivery of products to Applicant without any liability being incurred by IMMY.
Security Agreement: To secure all of Applicant's existing and future liabilities to IMMY and its affiliates, including the repayment of any amounts that IMMY may advance or spend for the maintenance or preservation of the Collateral (as defined below) or otherwise (collectively, the "Obligations"), Applicant grants to IMMY a purchase money security interest in Inventory and Proceeds (to the extent allowed by applicable law) and a lien upon and security interest in all its personal property and any and all additions, substitutions, Accessions and Proceeds thereto or thereof, wherever located and now owned or hereafter acquired or arising , including the following (collectively, the "Collateral"): All of Applicant's (a) Accounts; (b) Inventory; (c) Chattel Paper; (d) Commercial Tort Claims as disclosed on Applicant's Financial Statements; (e) Deposit Accounts; (f) Documents; (g) Equipment; (h) General Intangibles; (i) Goods; (j) Instruments; (k) Investment Property; (l) Letter of Credit Rights; (m) insurance on all of the foregoing and the proceeds of that insurance; (n) Applicant's money and other property of every kind and nature now or at any time or times hereafter in the possession of or under the control of IMMY; and (o) the Cash proceeds, Noncash proceeds and products of all of the foregoing and the Proceeds of other Proceeds. All capitalized terms used herein and not defined have the meaning set forth in the Uniform Commercial Code as in effect in any jurisdiction in which any of the Collateral may at the time be located (the "UCC"). IMMY reserves the right, in its sole discretion, and Applicant authorizes IMMY, upon such election, to file a UCC financing statement describing the Collateral as "all assets." Applicant also ratifies its authorization for IMMY to have filed, in its sole discretion, any UCC financing statement or amendment thereto describing the Collateral as "all assets" in effect in any jurisdiction if filed prior to the date hereof. Applicant will cooperate with IMMY or any successor secured party in obtaining control with respect to the Collateral including Deposit Accounts, Investment Property, Letter-of-Credit rights, electronic chattel paper and the like. Applicant hereby grants to IMMY an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to IMMY at law and in equity, including such rights and remedies available to IMMY pursuant to this Credit Agreement. IMMY may at any time enforce Applicant's rights against Account debtors and Obligors. Applicant has the risk of loss of the Collateral. Applicant will not make any sales, leases or other disposition of any of the Collateral except in the ordinary course of business. Applicant will not grant any other security interest in any of the Collateral.
Covenants: (a) Applicant certifies that any information provided in the Credit Application or in connection with the Credit Application is (d) true and complete. (b) Applicant will provide IMMY with such financial information as may be requested by IMMY, and Applicant certifies that any such information will be true and complete. (c) Applicant will immediately notify IMMY of any change in its state of formation; the location or ownership of, or any intent to sell, close or materially modify its business operations; any name change or change of business form (e.g. sole proprietorship, partnership or corporation); and any legal action that in the event of an unfavorable outcome would jeopardize the ongoing viability of Applicant. (d) Applicant will immediately notify IMMY of the existence and nature of any Commercial Tort Claims that arise in favor of Applicant after the date of this Credit Agreement and will execute and deliver additional security agreements to IMMY with respect to any such Commercial Tort Claim. (e) Applicant will allow IMMY or any other third-party engaged by IMMY access to Applicant's premises to inspect the Collateral and Applicant's books and records. (f) Applicant authorizes IMMY and any credit agency or any service engaged by IMMY to obtain, verify or otherwise investigate any information, reference, statements, credit reports or other information obtained with respect to Applicant as IMMY deems appropriate. (g) Applicant will maintain insurance sufficient to cover all indebtedness to IMMY and name IMMY as the loss payee and additional insured. (h) Applicant will comply with all federal and state laws, including the Prescription Drug Marketing Act, and regulations and ordinances, including those adopted by Boards of Pharmacy, Drug Enforcement Administration, Food and Drug Administration, Medicare and Medicaid agencies, and all IMMY policies, as amended from time to time, related to such laws including the Returned Goods Policy and any Declaration of Eligibility for Contract Pricing. (i) Applicant is responsible for any applicable sales tax and other charges imposed by federal, state, local or foreign governments on manufacture, sales, shipment, import, export or use of products or services (other than IMMY's income taxes). Applicant will provide applicable exemption certificates to IMMY. (j) The obligations, representations and covenants of Applicant to IMMY under this Credit Agreement will survive until all Obligations are indefeasibly paid in full.
Events of Default: The occurrence of any of the following will be an Event of Default under this Credit Agreement: (a) Applicant fails to pay when due any amount owing to IMMY or its affiliates; (b) Applicant fails to comply with any of the provisions or covenants of this Credit Agreement or any other agreement now existing or hereafter entered into between Applicant and IMMY or its affiliates; (c) Applicant makes any representation or warranty in this Credit Agreement, the credit application to which it is attached, any other agreement now existing or hereafter entered into between Applicant and IMMY or its affiliates, or in any financial statement delivered to IMMY or its affiliates that is untrue or incomplete in any aspect that IMMY or its affiliates deems to be material; (d) Applicant transfers or disposes of any of the Collateral other than in the ordinary course of business; (e) Applicant, voluntarily or involuntarily becomes subject to any proceeding under the Bankruptcy Code or any insolvency or receivership proceeding under federal or state law; (f) Applicant fails to comply with, or becomes subject to any administrative or judicial proceeding under any federal, state or local hazardous waste or environmental law, asset forfeiture or similar law which can result in the forfeiture of property, or other law where non-compliance may have a significant, adverse effect on the Collateral or the ability of Applicant to perform its Obligations; (g) Applicant discontinues in the business presently operated by it for a period of more than ten (10) consecutive days; (h) The death or incapacity of Applicant (if a sole proprietor), or any guarantor of the Obligations or the dissolution or liquidation of Applicant (if a corporation, partnership, joint venture, limited liability company or other entity); (i) The sale or transfer of the business of Applicant, in whole or in part, or a "Change of Control" in Applicant; or (j) IMMY's determination that there has been the occurrence of a material adverse change in the business, assets, financial condition or prospects of Applicant or any other person or entity obligated for the Obligations or the occurrence of an event which could reasonably be expected to result in such a material adverse change. "Change in Control" means (if applicable) the sale, transfer or assignment of all or any material portion of the assets of Applicant or of 25% or more of the voting equity in Applicant or a change in the power to vote 25% or more of the voting interest in Applicant.
Remedies Upon Default: Upon the occurrence of an Event of Default, IMMY may (a) accelerate and declare all Obligations immediately due and payable without demand or notice; (b) exercise all rights and remedies of secured party under the UCC; (c) obtain the appointment of a receiver for Applicant's business or properties, to be vested with the fullest powers permitted under applicable law, without regard to the adequacy of the Collateral for the Obligations or the solvency of Applicant and Applicant will be deemed to have consented to such appointment without the necessity of IMMY to post a bond; and (d) exercise all other rights and remedies available to IMMY at law or in equity. The rights and remedies provided in the Credit Agreement, in any other agreement between IMMY and Applicant or afforded by law or equity are cumulative and may be exercised concurrently, independently or successively. IMMY will not be deemed to have elected or waived any other remedies by the exercise of one or more remedies. Any forbearance or delay in the exercise of any right or remedy hereunder or as otherwise afforded by law will not be a waiver of or preclude the exercise of any such right or remedy.
Costs and Expenses: Upon the occurrence of an Event of Default or it of responsibility of performing its obligations to the extent that they if IMMY becomes a party to any suit or proceeding (including bankruptcy or insolvency proceedings) affecting Applicant, the Collateral or IMMY's interest therein, or if IMMY engages counsel to collect any of the Obligations or to enforce or preserve any of the rights and remedies of IMMY under this Credit Agreement or any other agreement between IMMY and Applicant, IMMY's costs, expenses and reasonable counsel fees (including allocated fees and expenses of IMMY's in-house counsel), whether or not suit is instituted, will be paid by Applicant to IMMY on demand and, until paid, will be additional Obligations under this Credit Agreement.
Consent To Jurisdiction: In any lawsuit initiated by Applicant against IMMY, whether arising under this Credit Agreement or under any other agreement or undertaking between the parties, IMMY and Applicant hereby irrevocably consent to the exclusive jurisdiction of the United States District Court for San Diego, California and of all California State Courts sitting in San Diego County California and any other court in the United States competent to hear appeals from such courts. In any lawsuit initiated by IMMY against Applicant, IMMY and Applicant irrevocably consent to the jurisdiction of the United States District Court for San Diego, California and of all California State Courts sitting in San Diego County, California and any other court in the United States competent to hear appeals from such courts, and Applicant waives any objection to improper venue and inconvenient forum for proceedings in any such court. Nothing in this Credit Agreement or in any other agreement between the parties will preclude IMMY from commencing or participating in actions or proceedings against Applicant in any other jurisdiction. Applicant irrevocably agrees to service of process by certified mail, return receipt requested, to the address of Applicant set forth in the attached credit application or any related agreement.
Time to Assert Claims, Limitation on Damages:Any claim against IMMY will be barred unless commenced within one (1) year from the date the cause of action has accrued. IN ANY ACTION COMMENCED BY OR AGAINST IMMY, ARISING OUT OF OR RELATED TO THE SALE OF GOODS BY IMMY TO APPLICANT, IMMY WILL NOT BE LIABLE TO APPLICANT FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OF BUSINESS OPPORTUNITIES, OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
Governing Law:This Credit Agreement and the rights and obligations of the parties will be construed, interpreted, and enforced in accordance with and governed by the internal laws and regulations, as amended, of the Commonwealth of California, without reference to conflict of laws principles.
Waiver of Jury Trial:THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A JURY TRIAL IN CONNECTION WITH LITIGATION COMMENCED BY OR AGAINST IMMY WITH RESPECT TO THEIR RIGHTS AND OBLIGATIONS (A) UNDER THIS CREDIT AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES AND (B)IN ANY MANNER CONNECTED WITH, RELATED TO OR IMMY INCIDENTAL TO TRANSACTIONS BETWEEN THE PARTIES WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
Successors and Assigns:This Credit Agreement will inure to the benefit of and be binding upon the heirs, successors and assigns of each of the parties; provided, however, Applicant may not assign this Credit Agreement without the prior written consent of IMMY. Assignment of all or any part of this Credit Agreement by either party will not relieve it of responsibility of performing its obligations to the extent that they are not satisfied in full.
Complete Agreement: This Credit Agreement (along with the credit application and any Prime Vendor Agreement or other individual servicing agreement entered into by Applicant and IMMY and invoice terms) represents the full and complete understanding of the parties with respect to the subject matter hereof and cannot be modified except by writing and signed by the party or parties to be bound. Nothing herein is intended to amend the terms of any outstanding loan transaction between Applicant and IMMY or to in any way diminish, relinquish or terminate any of IMMY's rights to previously-provided collateral intended to secure any obligations of Applicant to IMMY or its predecessors including, without limitation, any guaranty, letter of credit or other forms of collateral. If any term, covenant or condition of this Credit Agreement is held to be invalid, illegal or unenforceable under any present or future law, such term, covenant or condition will be deemed severable and the remainder of this Credit Agreement will be unaffected. Captions are for convenience of reference only. Words, regardless of the number and gender used, will include any other number, singular or plural, and any gender, masculine, feminine, or neuter, as context requires. "And" includes "or." "Or" is disjunctive but not necessarily exclusive. "Between" means "among" if more than two entities are involved. "Including" means "including but not limited to."
This Credit Agreement is not binding on IMMY unless accepted by IMMY in San Diego, California where this Credit Agreement is deemed made or, if earlier, upon the first shipment of products made by IMMY pursuant to this or a related agreement
I/We have read and agree to the terms specified above, certify that all information provided is true and complete and intending to be legally bound herby enter into this Credit Agreement on behalf of Applicant.
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