1.1 Enrollment. Member hereby enrolls in Pipeline, as of the Effective Date. This Agreement shall auto-renew on an annual basis unless earlier terminated. Either party may terminate this Agreement, for any reason, upon ninety (90) days’ written notice on an annual basis. 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.
1.2 Preferential Pricing. 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.
1.3 Order Management. Pipeline, its affiliates and partners shall manage and maintain the ordering process of all Member orders placed through Pipeline. Member agrees that, in connection with any and all Member orders placed via Pipeline, Pipeline shall exclusively manage all Group Purchasing Organization (“GPO”), manufacturer, and distributor relations, communications, and transactions that are proprietary to Pipeline on behalf of Member. Pipeline disclaims any and all liability in connection with temporary service outages or system unavailability on any orders.
Fees and Invoicing
2.1 Product Fees. Member agrees that all orders placed through Pipeline Portal or on behalf of Member by Pipeline shall be paid for by Member under this Agreement. Pipeline shall retain GPO, manufacturer and distributor rebates to Pipeline in connection with purchases.
2.2 Annual Membership Fee. (premium members only). If Member wishes to join a Premium Membership Member shall be billed a monthly membership fee (“Monthly Fee”) in the amount identified in Schedule B. Member agrees to timely payment of Monthly Fee. Premium Members receive additional benefits identified in Schedule B. Member does not need to have premium membership to join Pipeline.
2.3 Invoicing. Member shall be invoiced for all orders under this Agreement. Member shall pay Pipeline within fifteen (15) days of invoicing. 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. Payments made by credit card will be subject to a 2% processing fee.
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 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 shall not disclose any information concerning Pipeline pricing, contracts, product portfolio or strategies to any third party without the written consent of Pipeline.
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 attorneys’ fees, arising out of or resulting from Member’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.
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 Pipeline’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 unenforceable, 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.
PIPELINE MEDICAL, LLC
Name: Zachary Ducharme
Title: Chief Executive Officer
Member authorizes Pipeline Medical, LLC to sign GPO, distributor, manufacturer and necessary third-party Letters of Participation, on behalf of Member.