Supplier Terms & Conditions

Payment Terms

• Concordance’s invoice payment terms are 2% 30, net 31 Days. If these payment terms are not  offered by Seller, Concordance reserves the right to either (i) not stock Seller’s products, (ii) or if Seller’s products are needed by a Concordance Distribution customer order, Concordance may apply a surcharge to the customer’s invoice equivalent to 2% of said invoice.

Freight

• All orders will ship F.O.B. Destination (including all 50 states and US territories). Seller acknowledges and agrees that the pricing for all products purchased by Concordance includes all transportation and delivery expenses.

Return Policy

• Non-saleable material received by Concordance shall be returned for full credit, including reimbursement of transportation charges for both inbound and outbound shipping and shall not be replaced except on receipt of Seller’s written instructions from Concordance. “Non-saleable  product” is defined as damaged, expired or product less than twelve (12) months of remaining dating shelf life.

Administrative Fee

• Seller will pay Concordance a fee of five percent (5%) calculated off of customer purchases valued at acquisition cost, to cover the costs of charge-back processing, contract administration,  operations management, maintenance of the master merchandise file costs, and other costs associated with the administration and procurement of inventory and other associated processes.

Sales Tracings

• Concordance will provide sales trace data for an additional two percent (2%) fee.

Product Sourcing

• Concordance will make every effort to purchase products directly from Seller. Concordance reserves the right to source Seller’s products from alternative sources if Seller cannot meet demand, shelf-life requirements, or required timing of delivery.

Purchase Order

• Seller expressly warrants that the goods are merchantable within the meaning of the laws (Uniform Commercial Code and applicable State and Federal laws) in effect on the date of the purchase order. In addition to all warranties that are prescribed by law, the goods shall conform
  to specifications, drawings, and other descriptions and shall be free from defects in materials and workmanship. Seller also warrants that to the extent the goods are not manufactured pursuant to detailed designs furnished by Buyer; such goods will be free from defects in design. Such warranties, including warranties prescribed by law, shall run to Buyer, its customers, and  to users of the goods, for a period of one (1) year after delivery unless otherwise stated.
• Concordance will only pay the price listed on the purchase order and shall not be obligated to honor any price increases not expressly reflected therein.

Shipping Requirements

• Concordance purchase orders shall specify the location of delivery, or the “ship-to” address. Concordance shall not be obligated to accept orders shipped to locations other than those specified on the purchase order.
• Seller will ship complete and correct purchase orders to the required location. A correct shipment is defined as the correct quantity of the product and product code specified by Concordance on the purchase order.

Price Notification

• Seller shall provide Concordance with no less than ninety (90) days’ written notice of any new contracts or existing contract price, item, customer eligibility, or end date changes. All price changes will be in Excel format and electronically sent to: contracts@concordancehs.com

• Seller shall provide Concordance with no less than ninety (90) days’ written notice of any acquisition pricing. For purposes of this Agreement, “acquisition price/pricing” means the price paid by Concordance for the product. All price changes will be in Excel format and electronically sent to: item@concordancehs.com The following information is required:
  • Product number
  • Product description
  • Ordering unit of measure
  • Product acquisition cost by ordering unit of measure
  • Effective date of the price change

Contracts and Chargeback Processing

• Seller shall provide Concordance with a response within forty-eight (48) hours when requested to provide the information, but not limited to, new product set-up information, resource contact information, and local or group contract pricing.
  

Electronic Data Interchange (EDI)

• Concordance will utilize the following EDI Transaction Sets to conduct business with Seller. Seller represents and warrants that it has the capability to engage in the following EDI Transaction Sets and shall maintain such capability throughout the term of this Agreement. Seller further agrees to:
  a) 850 - Purchase Order
  b) 855 - P.O. Acknowledgement
  c) 856 - Advanced Ship Notification
  d) 810 - Invoice

Product Recall & Safety Notices

• In the situation of a product recall or other corrective action (a “Recall”); Seller should notify Concordance’s Quality Department immediately. Communication should be directed to recallcoordinator@concordancehs.com.
• Seller shall be responsible for: 1) notifying the appropriate federal, state and local authorities of any customer complaints or other occurrences regarding the Products which are required to be so reported; 2) evaluating all complaints; and 3) responding to Concordance in writing on the resolution of any complaints from Concordance or its customers.
• Seller shall reimburse Concordance for all its costs and expenses, including reasonable legal and administrative fees, incurred by Concordance in connection with a Recall, and shall cooperate fully with Concordance in the management and resolution of any Recall.
  

Products Warranties, Indemnification, and Insurance

• Seller warrants and agrees that it has complied with all applicable State, Federal, and local laws and governmental rules and regulations with respect to the products. Seller further warrants to Concordance that the products are free from any and all defects, including defects in design, workmanship, packaging, labeling and materials, and are in compliance with the specifications and claims made by Seller for them.
• Seller agrees to indemnify, defend and hold harmless Concordance, its affiliates, officers, directors, and employees, from any liability, loss, expense, cost, claim or judgment, including attorneys’ fees, (collectively, “Claims”) arising out of the Products or any other product designed,  manufactured, or marketed by Seller and distributed by Concordance. Seller’s indemnity in this subsection shall include all Claims of any kind and on any theory of recovery, including but not  limited to product liability, intellectual property infringement, negligent or defective design or manufacture, and false or misleading claims or advertisements made by Supplier. However, Seller’s obligation to indemnify shall not apply to the extent that a Claim arises directly from Concordance’s gross negligence, breach of this Agreement, or violation of law.
• Seller shall maintain insurance in accordance with the Supplier Insurance Requirements set forth in Schedule A and provide proof of such insurance to Concordance upon request.

Schedule A

SUPPLIER INSURANCE REQUIREMENTS

1. Required Coverage. Supplier shall maintain the following insurance coverage during the terms of this Agreement: a) Commercial General Liability (“CGL”) insurance with a per occurrence limit of not less than One Million dollars ($1,000,000) b) Products and Completed Operations Liability insurance with a limit of not less than Two Million dollars ($2,000,000), in aggregate.
2. Insurance Carrier. Each insurance policy shall be obtained from an insurance carrier(s) with an A.M. Best Rating of at least A/VII or its equivalent during the term of this Agreement, without limiting any other obligation or liability of Supplier under this Agreement.
3. Claims - Made Policies. In the event that such coverage of the required insurance policies is written on a claims-made basis, then the policy(ies) shall be maintained for a period of five (5) years following the termination or expiration of this Agreement and provides Distributor for a retroactive date that precedes the date Distributor began distributing Supplier Product.
4. Additional Insured. Supplier shall: (i) Name Distributor and its subsidiaries and affiliates as additional insureds on the required policies and Supplier’s insurance policy(ies); (ii) Ensure that Supplier’s insurance be primary with respect to any insurance issued to Distributor for the additional insureds’ liability for damages arising out of Vendor’s products and completed operations under this Agreement.
5. Proof of Insurance. Before Supplier supplies any products to Distributor under this Agreement, and upon renewal of the required insurance policies, Supplier will provide Distributor with a Certificate of Insurance (“COI”) evidencing the insurance required in this Agreement and the required additional insured status as set forth above.
6. Survival. The obligations under this section shall survive the termination or expiration of this Agreement.

Notice

1. Method of Notice. Any notice, request, demand, or other communication required or permitted under this Agreement shall be in writing and delivered by:
   a) Certified or registered mail, return receipt requested;
   b) Overnight courier; or
   c) Email (with confirmation of receipt).