This Group Purchasing Agreement is entered into by and between Veira Medical Group “Veira” and “Member” indicated below. Veira and Member agree as follows:
Additional Locations
Member warrants that it owns and/or manages each of the practices listed on the attached Schedule 1 and that it has the legal authority to enter into this Agreement on their behalf. This Agreement shall apply collectively to the practices identified above and in Schedule 1 of this Agreement. Member shall provide prompt written notice to Veira of all additions and changes to Schedule 1, and Veira has the authority to roster additional practices from notice from the Member or distributors who the Member is a customer of.
Group Purchasing Agency
Member authorizes Veira as its agent to negotiate and enter into agreements with vendors in order to make agreements available to Member. Member authorizes Veira as its agent to negotiate and enter into affiliation agreements with other group purchasing organizations (“Affiliate GPOs”) and to enroll Member in Affiliate GPOs in order to make their agreements available to Member.
Vendor Agreements
The agreements made available to Member whether entered into by Veira or any Affiliate GPO shall be cumulatively referred to as “Vendor Agreements”. Member agrees to comply with the terms and conditions of any Vendor Agreement through which it chooses to make any purchase.
No Obligation to Purchase
Member is not obligated to make any purchase under this Agreement.
Own Use
Member represents and warrants that any purchase made through any Vendor Agreement under this Agreement will be for Member’s “Own Use” and not for resale.
Rebates
Any rebates due to Member based on Member’s purchases through any Vendor Agreement, if received by Veira or its Affiliate GPO’s, will be forwarded to Member at least quarterly. Member is solely responsible for reporting any such rebate as required by law.
Administrative Fees
Veira discloses to Member that it and its affiliate GPO’s receive administrative fees from contracted vendors based on purchases made by Member. The administrative fee varies according to each Vendor Agreement and is generally (3%) or less of the purchase price of the goods or services purchased by Member; Veira or its Affiliate GPO will report to Member any administrative fee that is greater than three percent (3%). Veira and its Affiliate GPOs will report to Member the fees received under each Vendor Agreement for purchases made by member.
Confidentiality
Member agrees to keep strictly confidential, hold in trust, and not disclose any Confidential Information (defined below) received from Veira and its Affiliate GPOs. “Confidential Information” means any trade secrets or proprietary information including but not limited to programs, services, systems, pricing, agreements or information technology shared with Member by Veira and its Affiliate GPOs.
Administrative Fee and Purchases Disclosure
Member may access purchase volume reported to Veira from contracted suppliers and GPO partners at anytime on Veira’s website (www.veiragpo.com) through the Contact Section.
Warranties
Veira and its Affiliate GPOs make no express or implied representation or warranties under this Agreement including but not limited to any Vendor Agreement, the products or services offered thereunder, or their suitability for any purpose. Any analysis, pricing, or product information is provided as is with no guarantee of accuracy or completeness.
Limitation of Liability
Member acknowledges that Member is solely responsible for deciding which if any products or services to purchase through the Vendor Agreements. Accordingly, Member acknowledges and agrees that Veira, its Affiliate GPOs and their respective officers, directors, shareholders, employees, agents and contractors shall not have any liability of any nature or kind whatsoever for any personal injury, property damage, lost profits, attorney’s fees, court costs or any other damages, legal, equitable or otherwise, caused either directly or indirectly by or related to the products or services offered or sold under the Vendor Agreements. Member agrees to hold Veira and its Affiliate GPOs harmless from all losses, damages and costs, of any nature or kind whatsoever (including, but not limited to attorney’s fees and court costs) incurred by Veira or its Affiliate GPOs from Member’s breach of any of the terms and conditions of this Agreement or in any other way relating to this Agreement.
Compliance with Law
Each party agrees that it shall at all times during the term of this Agreement observe and comply with all applicable federal, state, and local laws and regulations in connection with its performance under this Agreement.
Term & Termination
The initial term of this Agreement will be for one year for the General Program commencing on the date it is signed by Veira. Thereafter, the Agreement automatically renews for one-year periods on each anniversary of the Effective Date unless terminated: (i) at any time for a breach; or (ii) for any reason by providing the other party 90 days written notice.
