Supplier Agreement - Draft

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    SUPPLIER AGREEMENT

    THIS AGREEMENT made. ____________Day of_____________ ,2000

    BETWEEN:

    TRAYS CORPORATION a dulyincorporated company having itsregistered office in the City of Muntinlupa(hereinafter TC")

    -and-

    Name:____________________________Address:_________________________

    (Referred to as "Vendor")_

    WHEREAS:

    (a) The Vendor agrees to provide products and/or services to TC according tothe terms and conditions contained in this agreement as well as the pricingand products/services structure

    (b) TC hereby engages the Supplier and the parties mutually acknowledge thatit is their common intention that they will work together throughout theTerm to continuously seek improvements in value, efficiency and productivityin connection with the supply of goods under this Agreement to the mutualbenefit of both parties.

    NOW THEREFORE THIS AGREEMENTthat for in consideration of the premises andcovenants of the parties hereto as hereinafter set forth and other good and valuableconsideration (the receipt and sufficiency of which is hereby acknowledged), it is herebyagreed as follows;

    1. TERM

    1.1 This agreement shall commence on _______and terminate on________which maybe extended in writing by the parties hereto.

    1.2 During the term of this agreement, or any extension thereof, the Vendor will notenter into a separate or individual contract covering the products and/or services listedin Schedule B with any member of CMSL. This agreement supersedes all existing

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    contracts with groups or individual members of CMSL unless otherwise agreed to byCMSL.

    2. PRODUCTS OR SERVICES COVERED

    2.1 The Vendor will supply the products and/or services listed in Schedule B andamendments thereto for the prices set forth therein. Refer to Schedule B for vend orstatus and estimated contract value information. An explanation of Vendor statusclassifications is as follows:

    Primary vendor - A primary vendor is expected to enjoy 85% market shareof CMSL members purchases for the product/servicecategory listed in Schedule B.

    Secondary vendor-

    A secondary vendor status is indicated when productsand/or services provided by the Vendor are deemed tobe niche or unique to that vendor.

    Value added -

    Value added products and/or services are provided toCMSL members on an optional basis with no compliancecommitment from CMSL members. Value addedcomponents of the agreement are offered in good faithby the Vendor over and above any products and/orservices which may be identified under the Primaryand/or Secondary classifications in Schedule B.

    2.2 The Vendor shall monitor the actual volume of sales to CMSL members and reportsame on a quarterly basis commencing with the first quarter of the agreement, as per

    Section 8.1.

    2.3 If the Vendor is unable to provide any product listed in Schedule B, the Vendorguarantees to reimburse CMSL members the difference in cost between what themember would have paid under this agreement and what it had to pay a competitor.

    2.4 No product/service listed in the attached Schedule B shall be substituted foranother without the consent of CMSL and/or the CMSL member who would bepotentially affected by the substitution.

    3. CMSL MEMBERS

    3.1 CMSL will actively encourage and promote the full participation of each current andfuture CMSL member listed in Schedule A.

    3.2 CMSL shall not be liable for non-performance or delays on the part of its memberscaused by a decrease in their average quarterly census of patients, delivery or laborproblems, Acts of God or causes beyond its or their control.

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    4. ASSOCIATED PARTIES OF VENDOR

    4.1 Each of the Vendors franchises, divisions, or associated companies listed inSchedule C (the companies) hereto that manufacture or provide the products and/orservices listed in Schedule B shall participate in this agreement and the Vendor may

    amend Schedule C if there are company consolidations, company divestitures,company dissolutions, or withdrawals, or to include additional franchises, divisions orassociated companies.

    4.2 The Vendor hereby confirms that it has the authority to execute this agreement onbehalf of and to bind the companies.

    4.3 The Vendor agrees and covenants that CMSL will be notified of any amendments toSchedule C within 30 days.

    4.4 If a company acquired by the Vendor has previously contracted pricing agreements

    with CMSL, said contracts will be honored to their expiry date, unless mutuallyotherwise agreed to at the outset of the acquisition by CMSL and the Vendor.

    5. PRICING

    5.1 Vendor hereby warrants to CMSL and its members that the prices and terms ofproducts and/or services listed on Schedule B hereto under this agreement shall be asgood as or better than the prices and terms offered by the Vendor to any of theVendors customers, with similar volume and commitment, including any national orregional association, alliance, or group of hospitals or other health care providers.

    5.2 Prices and price changes are limited to that identified in Schedule B,notwithstanding Sections 5.3 - 5.4.

    5.3 CMSL and the Vendor agree that:

    (a) if there is an industry-wide price fluctuation on any product in Schedule B,during the term of this agreement, either CMSL or the Vendor may request sixty(60) days in advance of the anniversary date of this agreement a justifiableadjustment in the price accordingly for the product and/or service, through writtennotice, or remove the product and/or service from this agreement as per Section5.4(a);

    (b) should the actual volume of business vary by more than 10% of anticipatedvolume as per Schedule B, either the Vendor or CMSL may request, sixty (60)days in advance of the anniversary date of this agreement through written notice,that prices and/or discounts be re-negotiated to reflect such changes;

    (c) in the event that both parties cannot agree to a mutually acceptable outcome

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    in Section 5.3(a) or 5.3(b), either party will be entitled to terminate this agreementwithout penalty by sending sixty (60) days written notice to the other party.

    5.4 The Vendor agrees and covenants that:

    (a) if the Vendor removes the product and/or service from this agreement, CMSLshall be notified sixty (60) days prior to such action and any anticipated volumewill be adjusted downward in an amount equivalent to the value of anticipatedpurchases of the canceled product and/or service to the expiry date of thisagreement;

    (b) pricing for additions to Schedule B and new products/services released bythe Vendor will be negotiated at a price level consistent with the prices of theproducts/services already covered by this agreement and will be subject toCMSL approval.

    6. MARKETING AND SALES SUPPORT

    6.1 The Vendor shall:

    (a) provide representatives to call on CMSL members on a mutually agreed uponfrequency;

    (b) provide in-service and technical training as required by CMSL members andmaintain a staff to aid with technical understanding of the products or services asnecessary;

    (c) provide a reasonable number of product samples to CMSL members at nocharge to ensure conformance to the individual members standards andrequirements;

    (d) meet with CMSL and CMSL members to share new product information andtechnology, to discuss opportunities of mutual interest, and shall work with CMSLand CMSL members in developing new products and exploring opportunities forclinical trials.

    7. NEW TECHNOLOGY

    7.1 If new technology that improves outcomes and/or operational efficiencies isintroduced during the term of this agreement the Vendor shall have an opportunity tosupply comparable technology within 180 days of notification to the Vendor.

    7.2 If, in CMSLs opinion, the Vendors technology is not comparable to its competitors,CMSL and CMSL members may purchase products incorporating the new technologyfrom third parties and the anticipated volume shall be reduced if necessary.

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    8. REPORTING AND COMPLIANCE INCENTIVE REBATES

    8.1 The Vendor must provide CMSL with:

    (a)a summary recap of all products and/or services invoiced to each CMSLshareholder, and

    (b) payment by cheque of the compliance incentive rebate as enumerated inSchedule B.

    The summary report and payment shall be delivered on a quarterly basis to CMSLsoffice no later than 30 days following the end of each quarter of the agreement. Theinitial quarter for reporting and calculating the compliance incentive rebate ends on

    ____

    8.2 The Vendor shall meet with CMSL at least on a semi-annual basis to discuss thestatus of the agreement to ensure expectations of the Vendor and CMSL are met.

    8.3 Reporting requirements stipulated in Section 8.1 are extremely important andnecessary for the management of this agreement. Delinquency in reporting at therequired frequency may be considered just cause for termination of the agreement asper Section 13.1.

    9. COMPLIANCE WITH LAWS AND REGULATIONS

    9.1The Vendor must comply with all laws, rules and regulations whether municipal,provincial or federal, applicable to the sale of the products and/or services listed inSchedule B.

    10. INDEMNIFICATION

    10.1 The Vendor hereby agrees to indemnify and to defend and hold harmless CMSLand each CMSL member and their respective directors, officers, employees, agents,and insurers from and against any and all claims, demands, actions, losses, expenses,damages, liabilities, costs, (including without limitation, interest, penalties, andreasonable solicitors fees), and judgments arising out of bodily injury, property damage,or any other damage or personal injury caused by the Vendors negligence or willfulmisconduct. CMSL hereby agrees to indemnify and to defend and hold harmlessVendor and its respective directors, officers, employees, agents, and insurers from andagainst any and all claims, demands, actions, losses, expenses, damages, liabilities,costs, (including without limitation, interest, penalties, and reasonable solicitors fees),and judgments arising out of bodily injury, property damage, or any other damage orpersonal injury caused by CMSLs negligence or willful misconduct. The indemnificationobligations set forth herein shall survive the expiration or termination of the Agreement

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    for any reason.

    11. JURISDICTION

    11.1 This agreement shall be governed by the laws of the Province of New Brunswick

    and the parties hereby attorn to the jurisdiction of the Courts of New Brunswick.

    12. WARRANTIES

    12.1 The vendor represents and warrants that all products and/or services listed inSchedule B will be delivered and supplied to CMSL members in such quantities and atsuch times as CMSL members normally require without impact from any year 2000problem. For greater certainty, the vendor hereby agrees that any year 2000 problemshall not be a force majeure.

    13. BINDING EFFECT

    13.1 The rights, privileges and duties created by this Agreement are personal and maynot be assigned without the unanimous consent of the parties hereto and shall ensureto the benefit of and binding upon the parties hereto and their respective heirs,administrators, executors, legal personal representatives successors, and assigns.

    14. TERMINATION

    14.1 This Supplier Agreement can be terminated by either party with written notice ofcause allowing sixty (60) days for a process of discussion and potential rectification.

    15. AMENDMENTS

    15.1 This agreement constitutes the entire agreement between the parties. Anyamendments to this agreement shall become effective only when reduced to writing andsigned by authorized agents of both parties.

    IN WITNESS WHEREOFthe parties have executed this agreement.

    CONTRACT MANAGEMENTSERVICES LIMITED/SERVICES DEGESTION DE CONTRATS LIMITEE

    Per: ______________________________

    Per:______________________________

    Jim NicolsonPresident & CEO

    Name:__________________________________

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    Title: ______________________________

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