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Document Preview Purchasing Agreement |
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Title: |
Purchasing Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
63KB total |
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Price: |
$45 |
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ID: |
#938907 |
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Start of Preview |
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| 1.0 | Definitions | |
| 2.0 | Relationship; Purchases/Distribution; Term; Capital Investment Risk | |
| 3.0 | GPO Fees, Rebates, Reporting, Prices | |
| 4.0 | Electronic Data Interchange / e-commerce Marketplace | |
| 5.0 | Price Warranty | |
| 6.0 | State Sales Or Use Taxes | |
| 7.0 | Vendor Delivery Performance and Purchaser Service | |
| 8.0 | Product Shipment, Risk Of Loss, Freight Payment and Title | |
| 9.0 | Warranties and Disclaimer of Liability | |
| 10.0 | Inspection | |
| 11.0 | Indemnity | |
| 12.0 | Confidentiality | |
| 13.0 | Publicity | |
| 14.0 | Insurance | |
| 15.0 | Order Cancellation | |
| 16.0 | Termination of Agreement or of Sole / Dual Source Status | |
| 17.0 | Books, Records and Compliance Requirements | |
| 18.0 | Reports | |
| 19.0 | Assignment | |
| 20.0 | Merger Of Terms, Modification, and Conflict of Terms | |
| 21.0 | Partial Invalidity | |
| 22.0 | Purchase Order Terms | |
| 23.0 | Personal Inducements | |
| 24.0 | Vendor Relations Policy | |
| 25.0 | Controlling Law | |
| 26.0 | Legal Fees | |
| 27.0 | Product Bar Coding | |
| 28.0 | Minority Businesses Enterprises | |
| 29.0 | Notices | |
| 30.0 | New Technology |
| 1.0 | Definitions |
| 1.1 | "Affiliates" as applied to any particular entity, is defined as those entities, businesses, facilities, and enterprises, that are controlled by, controlling, or under common control with a stated entity, including, without limitation, all parent corporations and their respective subsidiaries and affiliates, joint ventures, partnerships, limited liability companies and partnerships, together with any and all entities and businesses to which any of the above described entities provide management services or purchasing services. "Control" as used herein means control through ownership of more than a majority interest in an entity, or control by contract. |
| 1.2 | "Agreement" shall be defined as this Purchase Agreement, Exhibit A, Exhibit B, and any additional Exhibits and attachments referenced herein. | |
| 1.3 | "Commencement Date" shall be defined as the date Vendor will begin receiving orders from Purchaser for purchase of Products and Services pursuant to this Agreement. | |
| 1.4 | "Distributor" shall be defined as a product distributor designated by HPG to distribute Products to Participants on behalf of Vendor. | |
| 1.5 | "Dual Source Award" shall be defined as an agreement by HPG not to contract with more than one alternative supplier pursuant to which Participants can purchase products and services comparable to those listed in Exhibit A during the Term. | |
| 1.6 | "Effective Date" shall be defined as the date first stated in the opening paragraph to this Agreement, unless otherwise stated herein or in an Exhibit hereto. | |
| 1.7 | "Multi-Source Award" shall be defined as Vendor being designated as an approved source of Products and/or Services listed in Exhibit A with no limitation on HPG contracting for Participants to purchase comparable products and services from alternative suppliers under their contracts with HPG. | |
| 1.8 | "Participant(s)" shall be defined as member(s) of HPG who have entered into a written agreement with HPG that permits Participants to purchase products and services from various vendors having purchasing agreements with HPG ("Participation Agreement"). | |
| 1.9 | "Optional Source Award" shall be defined as Vendor being designated as an approved source of the Products and/or Services listed in Exhibit A with no limitation on HPG or Participants contracting for purchasing comparable products and services from alternative suppliers or on Participants purchasing similar products and services from alternative suppliers on a non-contract basis. | |
| 1.10 | "Products" shall be defined as those goods listed in Exhibit A to this Agreement. | |
| 1.11 | "Purchaser" shall be defined as any Participant, or facility that is an Affiliate of a Participant, obtaining Product and/or Services from Vendor under this Agreement. | |
| 1.12 | "Services" shall be defined as those services listed in Exhibit A to this Agreement as well as any services provided by Vendor in connection with any Purchaser's purchase and/or use of Products. | |
| 1.13 | "Sole Source Award" shall be defined as an agreement by HPG not to contract with any alternative supplier pursuant to which Participants can purchase products and services comparable to those listed in Exhibit A during the Term. |
| 1.14 | "Term" shall be defined as the period this Agreement is in effect, commencing on the Effective Date and expiring on the Expiration Date specified in Exhibit B to this Agreement. |
| 2.0 | Relationship; Purchases I Distribution; Term: Capital Investment Risk |
| 2.1 | HPG represents and Vendor recognizes that HPG is a group purchasing organization. The parties acknowledge that it is their intent to establish a business relationship in which payments by Vendor to HPG and Purchasers comply with the exceptions to the Medicare and Medicaid Anti-Kickback statute set forth at 42 U.S.C. ? 1320a-7b(b)(3) (A) and (C), the "safe harbor" regulations regarding discounts set forth in 45 C.F.R. ? 1001.952(h), and the "safe harbor" regulations regarding payments to group purchasing organizations set forth in 45 C.F.R. ? 1001.952(j); and the parties believe that the relationship contemplated by this Agreement is in compliance with those requirements. | |
| 2.2 | HPG and Vendor hereby agree that they are entering into this Agreement on an "Optional Source Award" basis unless otherwise designated in Exhibit B to this Agreement. | |
| 2.3 | All facilities of Participants qualifying under the definition of Purchasers and located in the United States or its territories shall be eligible to obtain Products and/or Services from Vendor under this Agreement, including but not limited to acute care facilities, hospitals, ambulatory surgery centers, alternate site entities, physician practices, clinics or any other kind of healthcare providers, as well as any Participant distribution centers qualifying as an Affiliate and servicing only such Participant's Affiliate healthcare providers and/or Affiliates of other Participants. HPG shall provide a list of eligible Purchasers, including additions, deletions, and revisions, updated on a monthly basis and Vendor agrees to promptly update its list of eligible Purchasers to include such additions, deletions and revisions to accurately reflect the name, address and COlD for each eligible Purchaser. | |
| 2.4 | Payment for purchases made by Purchasers under this Agreement shall be the sole responsibility of the Purchaser and HPG shall have no responsibility or obligation for such payments. | |
| 2.5 | Upon receipt of an order from Purchaser (regardless of form or media used), unless Product is designated in Exhibit A as available only through a distributor, Vendor agrees to sell and deliver to Purchaser, the Products and/or Services-listed in the order at the prices set forth in Exhibit A (including any discounts or rebates stated in Exhibit A), subject to and in accordance with the terms and conditions stated in this Agreement. No minimum quantity or dollar amount shall apply to any order unless expressly stated in Exhibit B to this Agreement. If any Product is designated as available only through a distributor, then Vendor's shipments of Product shall be to the Distributor designated by HPG and the terms and conditions of this Agreement which apply to shipment from Vendor to Purchaser shall not be applicable; and the |
| prices listed in Exhibit A shall be the prices Vendor charges the Distributor, with the ultimate price paid by Purchaser determined by HPG and the Distributor. Otherwise, with respect to purchases of Products through distributors, all other terms and conditions of this Agreement shall apply to each purchase transaction by a Purchaser. Vendor shall assume total responsibility for obtaining from distributors purchase information for each Purchaser so that Vendors accurately pay and report on GPO fees and rebates (if any). | ||
| 2.6 | Subject to the termination provisions of Section 16, this Agreement shall have a Term commencing on the Effective Date and expiring on the Expiration Date specified in Exhibit B to this Agreement, with the obligation of Vendor to first make Products and/or Services available hereunder beginning as of the Commencement Date. Except as otherwise provided herein, the provisions of this Agreement, including prices, shall be effective from the Commencement Date through the Expiration Date. If the date for signing this Agreement by the last party to sign is after the Commencement Date and purchases of Products and/or Services by Purchaser occurred after the Commencement Date at a price higher than that. provided by this Agreement, then Vendor shall issue rebates for all purchases of Products and/or Services such that the net purchase price will equal that stated in this Agreement. Prices for Products and/or Services may not be increased except pursuant to a written amendment to this Agreement that has been signed by both parties. | |
| 2.7 | Vendor assumes the full and complete risk of any capital investments Vendor makes to enable or enhance its capabilities to serve HPG and to provide Products and Services to Purchasers under this Agreement. In no event will HPG, any Participant of HPG, or any Purchaser assume any financial or other risk associated with capital investments made by Vendor as a result of or related to this Agreement. | |
| 2.8 | The terms set forth in this Agreement shall apply to each order by Purchaser, whether such order is communicated by Purchaser's Purchase Order form, EDI, internet e-commerce, facsimile, orally, or any other method, or whether reference is made to this Agreement. |
| 3.0 | GPO Fees, Rebates, Reporting, Prices |
| 3.1 | In consideration for the administrative and other services HPG shall perform in connection with purchases of Products and Services under this Agreement by Purchasers, Vendor agrees to pay HPG GPO fees as provided in Exhibit B to this Agreement ("GPO Fees"). If a percentage is listed in Exhibit B for the GPO Fee, the percentage shall be applied against the net dollar volume of purchases of Products and Services by Purchasers during the applicable time period, (i.e., total sales less refunds and credits on returns, rebates and discounts). The payment of such GPO Fees is intended to be in compliance with the exception to the Medicare and Medicaid Anti-Kickback Statute set forth at 42 USC ? 1320a-7b(b)(3)(C) and the "safe harbor" regulations set forth in 42 C.F.R. ? 1001.952(j). |
| The GPO Fees for purchases under this Agreement during each calendar quarter during the Term shall be paid to HPG within thirty (30) days from the end of the calendar quarter. Vendor shall provide electronic reports with each GPO Fee payment that accurately list purchases upon which GPO Fees are based by Purchaser for the applicable quarter. |
| 3.2 | Vendor agrees to pay rebates based on purchases of Products and/or Services by Purchasers in the amounts stated in Exhibit A to this Agreement, if any is stated therein. Rebates shall be payable to HPG for payment by HPG to Participants/Purchasers, shall be based on purchases by Purchasers under this Agreement made during each calendar quarter during the Term, and shall be paid within thirty (30) days from the end of the calendar quarter. The payment of rebates is intended to be in compliance with the exception to the Medicaid and Medicare Anti-Kickback Statute set for at 42 USC ? 1320a-7b(b)(3)(A) and the "Safe Harbor" regulations set forth in 42 CFR ? 100 1. 952(h). Vendor shall provide electronic reports with each rebate payment that contain sufficient detail to permit HPG to accurately allocate the appropriate amounts to each Participant/Purchaser. | |
| 3.3 | The Vendor reports submitted pursuant to Paragraph 3.1 and 3.2 shall include a listing of each Purchaser by the Purchaser "COID" number supplied with HPG's list of eligible Purchasers. If Vendor uses its own customer identification number, then Vendor shall also provide a cross-reference to each Purchaser by the Purchaser "COID" number. | |
| 3.4 | Vendor acknowledges that failure to promptly pay rebates or to submit accurate reports will delay HPG's payment of rebates to Participants and Purchasers, thereby potentially causing Participants and Purchasers to be unable to accurately complete cost reports required under United States government reimbursed healthcare programs. | |
| 3.5 | HPG shall have the right to charge, and Vendor agrees to pay, a fee equal to one percent (1%) per month (or the maximum allowed by law, whichever is less) of the amount of any GPO Fees and Rebates not paid in accordance with the above time requirements. Timely payment without the required reports shall be considered as non-payment until reports meeting the above requirements have been delivered to HPG. | |
| 3.6 | GPO Fees and Rebates shall be sent to HPG as follows: |
| For wire payments: | Healthtrust Purchasing Group | |||
| C/o Wachovia Bank | ||||
| ABA #053100494 | ||||
| Account #8739009157 | ||||
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