This Member Agreement("the Agreement") is entered into effective by and between Pipeline Medical,LLC , a New Jersey limited liability company (â€śPipelineâ€?) and (the â€śMemberâ€?).
WHEREAS, Pipeline purchases medical and office supplies and pharmaceuticals (the â€śSuppliesâ€?) from distributors and manufacturers on behalf of its plan members, utilizing group ordering and related strategies to obtain preferential pricing for such members (the â€śServicesâ€?) via an annual membership plan (the â€śMembership Planâ€?) including access to its exclusive online member portal and related ordering technology (the â€śPortalâ€?), and Member wishes to receive the Services;
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby covenant and agree as follows:
Member hereby enrolls in the Membership Plan, as of the Effective Date. Membership is autorenewing, on an annual basis, unless this Agreement is earlier terminated in accordance with Section 4.
Pipeline shall employ commercially reasonable efforts to provide the Services to Member. Pipeline does not guarantee any medical supply pricing, including preferential pricing, in connection with any order or group of orders, Supplies, or the Membership Plan
Pipeline shall provide Member access to the Portal. Pipeline, its affiliates and partners shall manage and maintain the ordering process, including group purchase pricing, of all Member orders placed through the Portal. Member agrees that, in connection with any and all Member orders placed via the Portal, Pipeline shall exclusively manage all Group Purchasing Organization (â€śGPOâ€?), manufacturer, and distributor relations, communications, and transactions on behalf of Member. Pipeline disclaims any and all liability in connection with temporary service outages or system unavailability in connection with the Portal or any order(s) placed via the Portal.
Member agrees to pay service fees (the â€śService Feesâ€?). Member agrees that all orders placed by or on behalf of Member shall be subject to Service Fees under this Agreement. Member acknowledges and agrees that Service Fees are not limited to Portal orders, and all such Service Fees shall be billed to, and immediately due and owing by, Member. Pipeline shall retain GPO, manufacturer and distributor rebates to Pipeline in connection with the Services.
Member shall be billed an annual membership fee (the â€śAnnual Feeâ€?) in the amount identified in Schedule B. Member agrees to timely payment of the Annual Fee. Premium tier Members shall receive the additional benefits identified in Schedule B.
Member shall be invoiced for all orders under this Agreement. Member shall pay Pipeline within fifteen (15) days of invoicing with late payments subject to Section 2.4.
In the event of invoiced amounts past due, a prorated finance charge will accrue at the rate of one and a half percent (1.5%) per month. Finance charges will automatically be added to Member invoices. In the event of invoiced amounts past due for a period of ninety (90) days or greater, Member hereby authorizes Pipeline to charge Member via its credit card information on file for all outstanding invoice amounts in full plus all applicable finance charge(s). Member agrees to promptly pay any and all late payment charges under this Agreement.
Member shall bear sole responsibility for any and all bills, costs and expenses related to the purchase of any Supplies. Member agrees that it shall not offer for sale, sell or distribute any Supplies purchased DocuSign Envelope ID: C11B4E16-30B4-4B56-948F-930D89B1ACDA Pipeline Medical, LLC 31 River Road | Highland Park, New Jersey 08904 | Ph: (732) 846-1169 | Fax: (732) 862-11692 under this Agreement. Member agrees that it shall not use Pipeline contracts, relationships, access codes, or other preferential pricing mechanisms or information in connection with any GPO, manufacturer or distributor with which Pipeline does business.
Member shall not circumvent or evade any fees due and owing under this Agreement to deprive Pipeline of any fees or the benefit of this Agreement. Member acknowledges and agrees that it does not have any current contractual arrangements with any GPO. Member shall not disclose any information concerning Pipeline pricing, contracts, product portfolio or strategies to any third party without the written consent of Pipeline. Member shall provide Pipeline with access, on a quarterly basis, to (a) consultation with Memberâ€™s ordering staff; and (b) completeMember order histories. Member agrees that Pipeline is permitted to identify Member by name in its marketing materials and literature.
In the event of any such circumvention, Pipeline shall be entitled to recover, and Member agrees to pay, all fees and charges that it would have otherwise realized from such transaction(s), had the circumvention not occurred, together with all costs of collection. To the fullest extent permitted by law, Member shall defend, indemnify and hold harmless Pipeline, its agents and employees from and against all claims, damages, causes of action, losses and expenses, including, but not limited to attorneysâ€™ fees, arising out of or resulting from Memberâ€™s use of the Services or this Agreement, except in the event that such loss or expense is due to the gross negligence or willful misconduct of Pipeline.
The term of this Agreement is one year. This Agreement shall auto-renew on an annual basis unless earlier terminated under this Section. Either party may terminate this Agreement, for any reason, upon ninety (90) daysâ€™ written notice. Upon termination, Member will cease to be a Member, have access to the Portal or the pricing obtained under this Agreement, or receive the benefits of the Services. Upon notification of termination, Member agrees to pay all outstanding invoices in full. No fees paid under this Agreement at the time of termination shall be subject to refund.
This Agreement fully expresses the agreement of the parties and all prior understandings or agreements, written or oral, are superseded by this Agreement. This Agreement may not be modified except by written agreement executed by each of the parties. This Agreement shall be construed in accordance with its terms and no ambiguity shall be resolved against any party as drafter of the Agreement. Section and subsection headings in this Agreement are included for convenience only and shall not constitute a part of this Agreement. Member may not assign this Agreement or any of its obligations without the prior written consent of Pipeline, which consent may be given in Pipelineâ€™s sole and absolute discretion. This Agreement shall be freely assignable by Pipeline, without the consent of Member. The waiver or modification of, or failure to insist on, any term or condition shall not void, waive, or modify any of the other terms or conditions nor be construed as a waiver or relinquishment of the right to performance of any such term or terms. If any provision of this Agreement shall be declared illegal, void, or nenforceable, it shall not affect the validity of the remaining provisions, and all other provisions shall continue in full force and effect to the fullest extent permitted by law. This Agreement shall be governed by the laws of the State of New Jersey, without regard to its conflicts of law rules. Any action brought hereunder shall be commenced in a court of competent jurisdiction in the County of Middlesex, State of New Jersey.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.
Member authorizes Pipeline Medical, LLC to sign GPO, distributor, manufacturer and necessary third-party Letters of Participation, on behalf of Member.
Member affirms the above information is true and accurate and agrees to maintain updated contact and credit card information.
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