TERMS AND CONDITIONS

This Membership Agreement (the “Agreement”) effective from the date of being submitted online is between Maxx Purchasing and the undersigned member (the “Member”) for the purposes of permitting Member and its facilities to obtain certain products and services under Vendor Contracts between Maxx Purchasing and Vendors.

Definitions, as used herein, the following terms have the following meanings:

  • “Facility” or “Facilities” means the Member facilities which are either owned or managed by Member and will be purchasing products and services under vendor contracts negotiated by Maxx Purchasing.
  • “Program” means the group purchasing program conducted by Maxx Purchasing, pursuant to which Member and its Facilities are provided access to the Vendor Contracts.
  • “Vendor Contracts” means the purchasing agreements between Vendors and Maxx Purchasing (& its GPO Partners) for the purchase of products and services, and any agreements between Vendors and third parties that have agreed that Members may purchase under such agreements.
  • “Vendor” or “Vendors” means the supplier of products and services under the Vendor Contracts.

Engagement

Subject to the terms and conditions set forth in this Agreement, Member hereby engages Maxx Purchasing (& its GPO Partners) to act as its independent group purchasing organization.  Maxx Purchasing operates a group purchasing program (the “Program”) in which Members and its Facilities may purchase products and services from participating vendors at discounted prices.

  1. Participation in the Program. Member agrees to Program participation and understands and agrees that the participating vendors and available products change from time to time. Member shall place orders for products with and make payments to the participating vendors.
  2. Compensation to Maxx Purchasing. Member understands and acknowledges that as compensation for operating & maintaining the Program, Maxx Purchasing shall receive compensation from the participating vendors. Upon request from Member, Maxx Purchasing shall provide written disclosure to Member as to the amount of such compensation received by Maxx Purchasing from each participating vendor during the prior year with respect to purchases made by Member.
  3. Authorization for Velocity / Connection Reports and Price Activation. By signing below you are hereby authorizing Maxx Purchasing to obtain from your suppliers/distributors velocity reports and, contract connection reports. You are also authorizing Maxx Purchasing (& its GPO Partners including Premier and Synergy Dental Partners), as Members agent for such purposes to
    1. Negotiate the terms of and enter in Vendor Contracts, and to cancel or modify any Vendor Contracts as it deems necessary, advisable or appropriate;
    2. Price Activate contracts for the products you are currently using or contracts you shall use in the future, where applicable; and
    3. Receive from Vendor, distributors, and e-commerce companies, data relating to purchases of products and services under Vendor Contracts by Member and its Facilities.
  4. Dental Providers will automatically be enrolled in Synergy Dental Partners.
    1. All Synergy members will be automatically enrolled in the Synergy Preferred Brands program. (Synergy Preferred Brands Program provides additional discounts for 3M, Septodont, Microflex, Medicom, Sultan Healthcare, and Crosstex.) Members choosing to opt-out of Synergy Preferred Brands should speak with Darby Dental Supply; opting-out will not impact your Synergy membership and ability to use our partners. Once opted-out of the Preferred Brands program, however, it will be very difficult for members to opt back in.
    2. Members have the right to request that their membership be voided and their business information be deleted from Synergy records at any time.
    3. Members agree to review, from time-to-time, material and service information as provided by Synergy to determine if opportunities have been created by Synergy that are beneficial to them and their practice.
    4. Synergy does not guarantee any specific terms and conditions in any contract or arrangement, and does not promise or guarantee any specific outcomes. Synergy is neither a supplier nor merchant of products, and does not own, control, or invest in any suppliers.
  5. Term and Termination. The term of this Agreement shall be for a period of 1 year commencing on the Effective Date, with automatic renewals thereafter for terms of one (1) year each unless either party gives written notice of non-renewal of this Agreement at least (90) days prior to the end of the initial term or any subsequent renewal term. Member has the right to cancel membership at any time with a 30 day notice.
  6. Refund Policy. Member may request a full refund of any fees paid within 30 days of paying fees. After 30 days, if Member is not satisfied with the contracts Member may request a refund within 90 days of joining.
  7. Savings Guarantee. We guarantee member will save more money than annual fees paid. If member does not save more than the annual fee we will refund the difference.  Member must actively use 2 or more contracts to qualify for the savings guarantee.

Member and Child Sites

Member will provide a list of all child sites that will access the benefits subject to this agreement.  Member represents that it has authority over all purchases, including liability for payment of invoices, for each child site listed and that it has the authority to sign and bind each child site to the terms of this membership Application.

Member agrees to and shall keep Maxx Purchasing advised, in writing, of any material changes pertaining to the following:

  • any change in ownership of Member or any Facility;
  • any change in address of Member, Child Site or any Facility;

Compliance with Laws

The parties shall comply with all applicable federal, state and local laws and regulations (“Applicable Laws”). It is the intent of the parties that this arrangement comply with all Applicable Laws including without limitation, the federal Anti-Kickback Statute, set forth in 42 U.S.C. 1320a-7b(b) and the statutory exceptions applicable to group purchasing organization and discount arrangements and, further, that this arrangement satisfy each of the group purchasing organizations safe harbor regulation set forth in 42 C.F.R. 1001.952(j) and discounts safe harbor regulation set forth in 42 C.F.R. 1001.952(h). Administrative Fees

 Termination

Maxx Purchasing may terminate this Agreement on ninety (90) days’ notice to Member if (i) Member or any of its Facilities fails to comply with the terms and conditions of any of the Vendor Contracts, or (ii) Member or any of its Facilities otherwise breaches any provision of this Agreement and Member fails to cure such breach within fifteen (15) days after notice of such breach.

Maxx Purchasing shall also have the right to terminate this Agreement upon ninety (90) days’ prior notice upon the transfer, directly or indirectly, by sale, merger or otherwise, of substantially all of the assets of Member or its ultimate parent or any permitted assignee (upon assignment to such assignee) or in the event that more than 49% of Member capital stock or the capital stock of its ultimate parent or any such permitted assignee is transferred to an independent third party entity.

Member may terminate this Agreement on thirty (30) days’ notice to Maxx Purchasing.

 Confidential and Disclosure Agreement

Maxx Purchasing and Member agree that they may participate in certain meetings. It is contemplated that in the course of such meetings, Maxx Purchasing and Participant will have access to certain confidential information and that such information constitutes valuable, special and unique property of Maxx Purchasing or Member. In consideration of the mutual benefits derived or that may be derived by each party as the result of attendance at such meetings, Maxx Purchasing and Member hereby agree, covenant and warrant as follows:

  1. Maxx Purchasing and Member:
    1. Recognize and acknowledge that they will have access to certain confidential information including, but not limited to, Maxx Purchasing and Member business operations, customer relationships, financing, pricing and marketing data, and that such information constitutes valuable, special and unique property of Maxx Purchasing or Member.
    2. Agree to maintain the confidentiality of the Program and all Program materials, including, but not limited to, price information, contract terms and vendor lists, that they will not, for any reason or purpose whatsoever, disclose any such confidential information to any party external to Maxx Purchasing and Member without expressed authorization of Maxx Purchasing or Member to do so. This obligation shall survive termination of this Agreement. Upon such termination, Member shall promptly return all Program materials to Maxx Purchasing.
  1. Maxx Purchasing and Member further agree that it will not make use of, either directly or indirectly, for the benefit of any third party any such information in a manner that would be detrimental to Maxx Purchasing or the Member or its subsidiaries or affiliates.
  2. Maxx Purchasing and Member acknowledge that the restrictions contained in paragraphs 1 and 2 hereof are necessary and important.
  3. Paragraphs 1 and 2 of this Statement shall be effective to the full extent permitted by law.

Applicable Law. This Agreement shall be governed by Utah law.

 Maxx Purchasing Disclaimer and Member Release

MAXX PURCHASING DOES NOT MAKE AND EXPRESSLY DISCLAIMS, ANY WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, AS TO ANY PRODUCTS AND SERVICES SOLD BY ANY VENDOR; AND MEMBER AND ITS FACILITIES HEREBY EXPRESSLY RELEASE MAXX PURCHASING FROM ANY AND ALL LIABILITY AND CLAIMS RELATING TO THE PRODUCTS AND SERVICES, AND ANY BREACH OR ALLEGED BREACH OF WARRANTY IN CONNECTION WITH THE PRODUCTS AND SERVICES.

 Representations, Warranties and Covenants of Member

Member, for itself and for each of its Facilities that purchase products and services under the Vendor Contracts hereby covenants with Maxx Purchasing as follows:

Member and its Facilities shall indemnify and hold harmless Maxx Purchasing, its respective affiliates, agents, officers, directors and employees from and against any and all losses, liabilities, damages, costs and expenses (whatsoever, including, without limitation, reasonable attorney’s fees), suffered or incurred by Maxx Purchasing, Member, or Facilities, resulting from or in any way connected with Member’s and/or Facilities’ acts or omissions, negligence or willful misconduct; breach of this Agreement; or any claims resulting from a failure to pay for any products and services purchased by Member or any of its Facilities.

Member agrees to cause each of its Facilities (i) to comply with all terms of this Agreement as if a party hereto, (ii) to comply with all terms of the Vendor Contracts including without limitation, payment terms and own use requirements and (iii) to execute separate agreements or acknowledgements as requested by Maxx Purchasing or any particular Vendor evidencing such Facility’s agreement to comply with the terms of relevant Vendor Contract.

Member warrants that all products and services purchased by it or its facilities under the Vendor Contracts will be for its own use by the Member or Facilities, and not for resale or distribution to third parties.

Copyright – Revision Date – July 1, 2018