What Is a Prime Vendor Contract

Lawyers with experience in blue-chip supplier contracts work with clients to help them. Need help with a Prime Vendor contract? When negotiating a primary supplier contract, an operator must be aware of the conditions that apply to the distributor to bring the product to the facility. Dealers face challenges in delivering products beyond their control, such as weather, fuel costs, road conditions, and route changes. Any part of these components may affect the cost of the products, the dates or times of delivery, or possibly the quantity of the product delivered. 9.1 Force majeure. When ABDC`s performance is prevented, delayed or otherwise compromised by industrial action. Fire, terrorism, acts of force majeure or other causes beyond its control, including unavailability of products, transportation, materials or fuel, delays caused by suppliers, loss of facilities, Internet, telecommunications or electrical systems or interruptions, voluntary waiver of any right to comply or comply with government orders or requests, compliance with laws or other external causes under its control (“Force Majeure”), (i) ABDC may reduce or eliminate the Products during the Force Majeure Period without liability or obligation, and (ii) to the extent ABDC reduces or eliminates the Products, Customer shall have no obligation to maintain ABDC as the primary supplier of all requirements of Customer`s facilities for Products during the Force Majeure Period. If a Force Majeure Event affects ABDC`s operating costs and Customer decides to use ABDC as a supplier of Products at Customer`s facilities during the Force Majeure Period (provided Customer is not required to maintain ABDC as the primary supplier to such extent), ABDC may, in its sole discretion, add any cost increases to the price of the Products. including taxes, where force majeure affects these costs.

Primary supplier agreements are often structured with provisions for penalties if one of the parties fails to meet its contractual obligations. There are two types of primary supplier agreements: exclusive and non-exclusive. Exclusive means that a supplier must provide all products or services, while non-exclusive means that multiple sources can provide them. A seasoned executive with experience leading the legal and compliance functions of healthcare companies during periods of high growth. I have experience managing large-scale litigation while handling all pre-litigation investigations related to labour, health and compliance. I have also led several M&A teams through buying and selling processes, including due diligence and contract negotiation. Finally, I have extensive experience reviewing contracts in all areas, including debt and equity financing, health care payer contracts, provider and employment contracts, and service and supply contracts. C. Contract Management. In the administration of Customer`s supplier contracts, including those entered into by Customer itself or by a GPO in which Customer participates, Customer shall (i) provide a copy of new contracts, (b) comply with Supplier`s terms, (iii) use all Products for its “own use” (as defined in judicial and statutory interpretations), (iv) notify ABDC at least * days prior to switching suppliers, and (v) in the event of a change of supplier, assist ABDC in disposing of excess inventory purchased for Customer. In addition, prior to the cessation of the purchase of special inventory, the customer will inform ABDC that it has requested ABDC (whether or not it is a contract) and assist ABDC in disposing of any excess inventory.

Immediately upon receipt of notice of rejection or non-payment of GPO or manufacturer/supplier chargebacks, ABDC will notify Customer in writing of any unpaid chargebacks and, if charged, Customer will promptly refund to ABDC any unpaid chargebacks that (x) are rejected by a GPO or manufacturer/supplier or (y) are not paid within * days and both, Customer will only contact this GPO or the manufacturer/vendor to remedy the situation; provided that the unpaid chargeback is processed according to ABDC`s standard credit and chargeback procedures. 9.5 Miscellaneous. The prevailing party in a dispute, including in insolvency proceedings, may recover all costs, including reasonable attorneys` fees. This Agreement shall be governed by and construed in accordance with the laws of Pennsylvania, without reference to its conflict of law provisions. Any waiver or delay in enforcing this Agreement will not deprive either party of the right to act at any other time or in response to any other breach. All provisions are separable. In the event of any conflict between any prior document between the Parties and this Agreement, this Agreement shall prevail. This Agreement supersedes the parties` previous oral or written statements concerning its subject matter, with the exception of the security right, which is in addition to, but not a substitute for, any security right created in other agreements.

Legends are provided for reference purposes only. The Parties may amend this Agreement or its Annexes only by a subsequent letter signed by each Party. This Agreement shall be construed as if it had been drafted jointly by the Parties. The parties are independent contractors. Whether you`re thinking about starting your own business and don`t know how to bring your vision to life, or you`re a business owner, creative professional, creator, influencer, artist, musician, startup, nonprofit, or entrepreneur looking to grow your business and protect your content and brand, I can help.