Source1 Purchasing – Terms & Conditions

By completing and signing the related membership letter of participation (“LOP”) and related authorization you are representing that you are authorized to enroll the business (“Member”) identified as a Member of Source1 Purchasing, LLC. (“Source1”).  In addition, you are agreeing that the Member shall be subject to Source1 membership terms and conditions as set forth below:

  1. Member hereby agrees to provide Source1 with sufficient authorization to access your purchase level data so that Source1 may secure for Member the benefits of membership in Source1. Benefits of Membership include, but are not limited to, preferred pricing with manufacturers and distributors as well as rebates on Member’s purchases, when available (the “Membership Benefits”).  In the event your distributor or other supplier requires Member to sign an authorization that Source1 determines to unreasonably restrict the use of Member’s purchase level data, Source1 will advise Member of the same and will supply Member with an authorization directing your distributor or other supplier to release such data under terms that the Member and Source1 determine are appropriate.  In addition, Member agrees to work with its distributor to ensure that any deviated price contracts available through Source1 are loaded into distributor’s order catalogue to ensure that this valuable Membership Benefit is available to Member.
  2. The Member completing the LOP (the “Applicant”) and executing any related documentation, (“Membership Document”), hereby states that he or she is an authorized agent, owner or employee of the business identified in the LOP and acknowledges that they have the requisite authority to enter into a membership relationship with Source1. To the best of Applicant’s knowledge, all information provided with respect to Member is correct.  If Source1 should discover that the information provided was not correct, Source1 has the right to cancel or amend Member’s participation in any and all Membership Benefits and other programs available through Source1.
  3. The Applicant acknowledges that any current programs that Member wishes to continue through a direct relationship have been disclosed and Member understands that they will not be able to participate in the Membership Benefits relative to those direct programs.  Further, if Source1 discovers that a Member has a direct program that has not been disclosed, Member hereby authorizes Source1 to keep the Member on the Source1 program with respect to the same.  Once notified of the conflicting direct program, Member hereby agrees to cancel such direct program five (5) business days and agrees to repay any rebate monies Member may have earned related to such direct programs.  If, after notification, Member fails to issue a termination notice of such direct program within (5) five days, Member hereby authorizes Source1 to issue such termination on Member’s behalf.
  4. By signing the LOP, Applicant agrees to consider authorizing Source1 to enroll the Member in all Membership Benefits and related programs.  Member authorizes Source1 to contact all suppliers listed within Member’s LOP in order to obtain product level data and reporting for the purpose or price verification, volume allowances, opportunity analysis and any further purposes for which Source1 uses such data as outlined in these Membership Terms and Conditions.  Applicant agrees to and acknowledges that Source1 may receive financial consideration from certain program providers based upon my participation through the Source1 Membership Benefits.
  5. In order to secure the Source1 Membership Benefits, Source1 must ensure that the Member is in compliance with its Membership requirements with respect to the purchases the Member makes.  One of the Membership requirements is that the Member is purchasing products manufactured by Source1’s preferred manufacturers and are doing so consistent with Source1’s minimal compliance requirements (“Source1 Compliance Requirements”).  Specifically, in order to continue to secure the Membership Benefits, Source1 must ensure its strategic partners that Member is buying pursuant to their programs.  Member agrees to comply with the Source1 Compliance Requirements, which Source1 reserves the right to change from time to time.  In addition, Member agrees to participate in periodic compliance reviews conducted by Source1’s compliance department, to review and receive savings opportunities as they are identified, in support of Source1’s strategic partners’ products.  Member agrees to consider converting a portion of its purchasing to products presented and when possible sampled as determined by Member based upon its total market basket purchases. Member further agrees to request that their distributor or other suppliers stock such products when necessary.
  6. Member acknowledges that while some Source1 Membership Benefits, including deviated pricing and preferred pricing through distributors are made available to Member at the time it purchases qualifying products, where applicable, it takes Source1 approximately six (6) to nine (9) months to secure those rebates available on Member’s purchases.  In this regard, Source1 traditionally remits rebates to Members on either a quarterly or annual basis depending on the volume of qualified purchases made by the Member.
  7. Source1 reserves the right to change the Source1 Membership Terms & Conditions at any time. Source1 shall periodically advise Members of any changes to these Terms & Conditions when made. The current Source1 Membership Terms & Conditions shall be available at www.source1purchasing.com.
  8. Source1 reserves the right to suspend the Membership Benefits and/or terminate the Member’s membership to the extent Source1 becomes aware of a supplier’s discontinuance of a program or misconduct or is otherwise in breach of the Membership Terms & Conditions.
  9. In the event that Member wishes to terminate its membership with Source1, Member must provide ninety (90) days advance written notice of the termination to Source1. Such termination shall not be effective until the expiration of the ninety (90) days advance written notice to Source1.
  10. Member acknowledges that Source1 aggregates purchasing data collected from the Members, removes any personally identifying information related to Member or its location and uses the data to help educate manufacturers on purchasing trends and other relevant information regarding the purchase of their products. No personal identifying information that could be associated with the Member shall be provided in such instances. Member expressly consents to Source1’s use of the data for this purpose.
  11. Member acknowledges that some suppliers pay an administrative fee to Source1 with respect to its administration of the programs offered by Source1 and/or the supplier. Member further acknowledges that Source1 shares in a portion of the rebates processed and received on Member’s purchases in return for providing the Member access to Source1’s rebate programs, maintaining the rebate program and related contracts, collecting the Member’s purchase level data from its suppliers, reporting those purchases to Source1’s strategic partners and manufacturers, and remitting the rebate revenue to Members.
  12. To the extent, Member is a healthcare facility Member acknowledges (i) that Source1 will receive payment of fees for administrative services it provides to one or more vendors based on products or services purchased by Member and its facilities (“GPO Fees”), (ii) that the percentage of GPO Fees Source1 shall receive will be three percent (3%) or less, on an annual basis, Source1 shall disclose to the Member the amount of GPO Fees it received from each vendor as a result of Member’s purchases, and (iii) products purchased by Member may qualify for a rebate known as a “discount” pursuant to 42 CFR § 1001.952(h). While the amount of any such rebate is not known as this time, Member may have an obligation to disclose the receipt of any such discount to Medicare, Medicaid or other Federal programs utilized by Member in the purchase of the products.
  13. Member hereby releases and forever discharges any claims, demands, and damages (actual and consequential) of every kind and nature, it has against Source1, its officers, directors, shareholders, employees, agents, and assigns with respect to the Member’s membership in Source1, the Membership Benefits, any claims stemming from Source1’s receipt and/or use of Member’s purchase level data and/or any claims associated with Member’s purchases of products from distributors, suppliers and/or manufacturers.
  14. Source1 provides the services associated with the Membership Benefits on an “AS IS” basis and hereby disclaims all warranties express or implied with respect its services and the Membership Benefits, including the warranties of merchantability and fitness for a particular purpose.  Source1 shall have no indirect or consequential damages associated with any claims related to its services, Member’s membership in Source1, the Membership Benefits, any claims stemming from Source1’s receipt and/or use of Member’s purchase level data and/or any claims associated with Member’s purchases of products from distributors, suppliers and/or manufacturers.  In no event shall Source1’s liability for any claims asserted against it with respect to its services, the Membership Benefits, Source1’s receipt and/or use of Member’s purchase level data and/or any claims associated with Member’s purchases of products from distributors, suppliers and/or manufacturers.
  15. Member shall indemnify and hold Source1 and their respective affiliates, agents, representatives, officers, directors and employees (the “Indemnitees”) harmless from and against any and all claims, losses, liabilities, judgments, penalties, interest, damages, costs and expenses whatsoever (including reasonable attorneys’ fees,) relating to acts or omissions of Member which relate in any way to this Agreement. Source1 and Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created.

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