NDC MSV Terms & Conditions
TERMS AND CONDITIONS
DESCRIPTION OF SERVICE
Group purchasing programs will be established and communicated to NDC MSV, Inc. Members allowing purchases directly from third-party vendors at prices negotiated by NDC MSV, Inc. (each, a “Program”). Use of each Program is voluntary by Member.
AUTHORITY
Member hereby authorizes and designates NDC MSV, Inc.to act as a purchasing agent for Member to enter into contracts with third-party vendors to furnish goods or services to Member. Member authorizes NDC MSV, Inc. as its agent to negotiate and enter into agreements with vendors in order to make agreements available to Member. Member authorizes NDC MSV, Inc.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. NDC MSV, Inc.’s agency under this agreement is limited to the purposes of (i) negotiating, entering into and managing Program agreements with third-party vendors and Affiliate GPOs; and (ii) collecting and retaining administrative fees that are paid under the third-party vendor agreements.
ACCESS TO VENDOR PROGRAMS
Normally, access to individual third-party vendor programs will occur within 45 days after the effective date of this Agreement. Some individual programs also require a Letter of Commitment by the vendor in addition to evidence of this Agreement before access will be granted. Vendors in the Program generally agree to accept each Member submitted by NDC MSV, Inc., but may require a reasonably satisfactory report of credit worthiness on the Member. NDC MSV, Inc. cannot provide any assurance that Member will be accepted by any third-party vendor. Vendor denials will be promptly communicated to NDC MSV, Inc. by the third-party vendor. NDC MSV, Inc. will, in turn, communicate the denial to Member. Termination of participation may also be initiated by NDC MSV, Inc. in the event any actions of Member adversely affect pricing and benefits available to the other NDC MSV, Inc. members.
COMMITMENT TO THE PROGRAM
NDC MSV, Inc. uses commercially reasonable efforts to negotiate agreements with third-party vendors with favorable terms and provisions. Programs with the greatest savings are often those with a large number of members purchasing items through the Program. Failure to meet compliance metrics under any third-party vendor contract may affect future pricing through that vendor. NDC MSV, Inc. does not guarantee any of the following: specific terms or conditions in any third-party vendor contract or arrangement; any specific savings or procurement outcomes; an agreement with a particular third-party vendor; or that any particular product or service will be offered under the NDC MSV, Inc. agreements.
OWN USE
Member acknowledges and agrees that any goods or services purchased under any Program contract with a third-party vendor are subject to own-use restrictions. These restrictions generally require that purchases may not be made for the purpose of reselling the goods or services offered under this Agreement. Pricing negotiated in violation of these terms, Including, but not limited to attempting to use NDC MSV, Inc. pricing to leverage better pricing with a competing vendor or co-op, will result in immediate exclusion of the Member from further purchases through this group purchasing Program and immediate termination of this Agreement, in NDC MSV, Inc.’s sole discretion.
NONDISCLOSURE TO OUTSIDE PARTIES
Member understands and agrees that pricing and other benefits and terms contained in pricing agreements/programs with third-party vendors shall be considered confidential and not disclosed outside NDC MSV, Inc. membership and its vendors. This provision shall survive any termination of this Agreement. 4852-2907-3323.4
HISTORICAL PURCHASING ACTIVITIES
NDC MSV, Inc. may solicit and receive certain data regarding Member’s current and historical purchasing activities. This data may come directly from Member or directly from suppliers and third-party vendors. NDC MSV, Inc. may use this data to determine sourcing or negotiation strategies. Member grants NDC MSV, Inc. permission to solicit and receive this information directly from suppliers and third-party vendors.
DISAGREEMENT WITH VENDOR
If any dispute pertaining to products or services offered by or purchased from any third-party vendor arises between Member and a third-party vendor, then Member must work directly with the applicable third- party vendor to resolve the dispute, including, but not limited to, disputes involving invoices, payments, warranty, product returns, claims, product defects, sufficiency of service, etc.
TERMINATION / CANCELLATION
Unless otherwise stipulated, this Agreement will renew annually on July 1. It is AGREED that either party may terminate this Agreement at any time, with or without cause. Member will not be entitled to receive any benefits accrued after the most recent renewal of Member’s Agreement.
ASSOCIATED COSTS / ADMINISTRATIVE FEES
The parties acknowledge that NDC MSV, Inc. incurs costs in the management and administration of the NDC MSV, Inc. Group Purchasing Program. NDC MSV, Inc. charges administrative fees to third-party vendors furnishing goods and services under the Program to Program Members. NDC MSV, Inc. retains these fees to cover its cost and Member is not entitled to any portion of these administrative fees unless otherwise agreed by NDC MSV, Inc. and Member. Except as provided herein, each vendor agreement provides for administrative fees that are fixed at three percent or less of the purchase price of the goods or services covered by the vendor agreement. With respect to vendor agreements providing for fees that are not so fixed, Member will have access to a web-based report on NDC MSV, Inc.’s website indicating the maximum amount of fees that NDC MSV, Inc. may receive from each such vendor. By law, records of administrative fees collected by NDC MSV, Inc. from each third-party vendor shall be disclosed at least annually to all Program Members and, upon request, to the Secretary of the United States Department of Health and Human Services.
SAFE HARBOR COMPLIANCE
The parties intend to conduct their relationship and activities performed under this Member Agreement in accordance with the requirements of the group purchasing organization safe harbor and discount safe harbor to the federal Anti-Kickback Statute (42 C.F.R. § 1001.952(h) and (j)). Member acknowledges that it may be required to report the discounts or rebates it receives under this agreement to Medicare, Medicaid, or other federally funded healthcare programs. NDC MSV, Inc. will refrain from doing anything that would impede Member from meeting its reporting requirements.
ACCESS TO INFORMATION
Member grants NDC MSV, Inc. access to individual and summary sales data provided by vendors, including, but not limited to, Sanofi Pasteur and/or Merck, as applicable, to ensure participation compliance.
EFFECTIVE DATE
This Member Agreement shall be effective as of the date of the last signature hereon.
Main Street Vaccines does not manufacture, distribute or warranty vaccines. It bears no liability for their delivery, safety, or efficacy. Vaccines and prices may be modified by manufacturer. Rebates and bonus percentages may be subject to modification by Main Street or manufacturer. Under Federal Safe Harbor regulations, Main Street Vaccines is authorized to accept administrative fees from vendors. Information contained in this document is strictly confidential and intended for the private use of members only; any other use is expressly forbidden and may be subject to prosecution under the law. Main Street Vaccines is the trademark of NDC MSV, Inc., a Delaware corporation.