Direct Supply Professional Services – Standard Terms and Conditions

Warranties & Services

We warrant that all services will be performed in a professional manner by experienced staff, consistent with industry standards. In the event that you are dissatisfied for any reason with any of the services we provide, please promptly notify our authorized representative. Because we do not have control over the cost of labor, materials, or equipment, contractors’ methods of determining bid prices, or market or negotiating conditions, we cannot and do not warrant or represent that bids or negotiated prices will not vary from your budget for the project or from any estimate of the Budget. You understand that we may perform some or all of the services through qualified contractors and consultants. You warrant that we may rely upon the accuracy of the information provided by you and your agents. If the facility is leased, you represent that you have authority to engage in this Agreement and undertake the envisioned project work. You either own the premises on which the services are being performed or represent that you have the necessary permission from the owner of such premises to perform the services.

Payment

Credit, payment, and collection services may be performed for us by our affiliated companies. Payment is due upon receipt of our invoice and is not subject to setoff or reduction without our prior written consent. We will add to your invoice(s) and you agree to pay us any applicable sales tax in addition to the purchase price. We may charge you a one percent late charge per month for payments that are 30 or more days past due, and you agree to pay all costs of collection including all reasonable attorney’s fees should you fail to pay any amounts due us. Payment terms and our offer to provide services are contingent on your qualified credit. In the event of termination which is not our fault, we shall be compensated for all services performed prior to termination, together with Reimbursable Expenses then due and all expenses directly attributable to termination for which we are not otherwise compensated, plus an amount for our anticipated profit on the value of the services not performed by us.

Termination

Either party may terminate this Agreement for a material breach which is not cured after 10 days prior written notice. Upon termination you agree to pay us within 15 days for all services performed and a pro-rated portion of the fees outlined above for work in progress. All obligations and duties which, by their nature survive the termination of this contract will remain in effect following such termination, including but not limited to your obligation to pay us, protection of Confidential Information, and the Sections entitled “Warranties & Services,” “Medicare Discounts & Access to Records”, “Copyright & Promotional Materials,” “Hazardous Materials,” “Legal Disclaimers, Limitations & Exclusions,” and “Miscellaneous.” In the alternative, we may elect to suspend services should you fail to pay us or otherwise breach your obligations under this Agreement; we will give 7 days prior written notice of such suspension and we shall have no liability for any delay or damage caused by such suspension of services or otherwise. You shall pay all sums due before we resume services, and our fees for the remaining services and time schedules shall be equitably adjusted.

Change Orders

Should you desire to make changes or additions to the services identified, or should we encounter certain hazards or obstacles that could not have been reasonably foreseen, we will be entitled to an extension of time to complete our portion of the project and we will promptly submit a change order (“Change Order”) to you. Change Orders will closely estimate all additional costs and time we anticipate. You will have no obligation to pay for such Change Order services and we will have no liability for delays or may suspend all work on the project until the parties agree to the Change Order.

Government Funding & Access to Records

Discounts, rebates or other purchase incentives provided on the products may constitute “discounts” under the Social Security Act. The parties each agree to use their best efforts to comply with requirements imposed on “sellers” and “buyers” under the Act and the “safe harbor” regulations regarding discounts set forth in 42 C.F.R. § 1001.952(h). You may have an obligation to: (a) claim the benefit of the discount(s) in the fiscal year in which the discount(s) are earned; (b) fully and accurately report the discount(s) and actual price paid for products and services in any applicable cost report, to third party payors and patients; and (c) provide upon request by the Department of Health and Human services or any state agency access to this contract and information regarding all discounts received and the actual price you pay. If required by law, the Comptroller General, DHHS and their duly authorized representatives shall have access to this document and records to verify the nature, extent and costs of services provided by us and included in your cost report, both during and for four (4) years after this contract terminates or expires. This access shall be provided in accordance with the provisions of Public Law 96-499, Omnibus Reconciliation Act of 1980, as amended. The Comptroller General and its duly authorized representative shall have similar access to agreements subject to 42 USC § 1395 between us and our contractors and to books, documents and records of us and such organizations solely as they relate to the performance under this contract. The products bid or offered may include non-domestic end products. Please contact us if you need additional information prior to accepting any order or if you are using federal funds (not including Medicare or Medicaid) to pay for any products or services.

Confidential Information

Except to fulfill its obligations under this contract or as required by law, neither party (each a “Receiving Party”) will disclose or use any of the other party’s (“Disclosing Party”) nonpublic information which the Receiving Party receives or learns and: (a) which is protected by law as confidential (e.g. protected health information (“PHI”)) or (b) which is marked as confidential or words to that effect, during the term of and for three (3) years following termination of this contract unless another law provides for a longer period of protection (e.g. PHI, trade secrets). “Confidential Information” includes but is not limited to: PHI, finances, pricing, computer systems, software marketing plans, designs, this Agreement, the Proposal, and these Standard Terms & Conditions. Confidential Information does not include information that is lawfully available in the public domain prior to disclosure by the Disclosing Party or that is lawfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party.

Entire Agreement

This Agreement represents the entire and integrated contract between the parties with respect to the subject matter described herein and supersedes all prior negotiations, representations, or agreements, whether written or verbal. This Agreement may be amended only by a written document signed by authorized representative of both parties. Nothing contained in this Agreement creates a contractual relationship, benefit, or cause of action in favor of a third part against either party.