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Terms and Conditions

Concordance Healthcare Solutions Terms and Conditions

GENERAL PURCHASE TERMS AND CONDITIONS

  1. Applicability and Entire Agreement.  
    • By purchasing products, goods, equipment, and/or services from Concordance Healthcare Solutions, LLC, its subsidiaries and/or affiliates, as may be applicable (collectively, “Concordance”), you (“Customer”) agree to be bound by and accept the general purchase terms and conditions (“Terms”) contained herein (this “Agreement”). (Concordance and Customer are referred to herein as the “parties.”)
    • These Terms are the only terms which govern the Customer’s purchase unless Customer has signed a prior formal written agreement governing your purchases with Concordance. This Agreement does not supersede, waive or otherwise alter any prior security agreements, guarantees, credit applications or other agreements between Customer and Concordance, none of which may be amended except in writing and signed by each party.
    • In the absence of such agreement or in the events such prior written agreement is silent as to a particular term or condition, the Terms contained in this Agreement shall control and apply to all Customer’s purchases, including, but not limited to online purchases from Concordance’s Order Site and via Purchase Orders, and may NOT be altered, supplemented, or amended by Customer through the use of any other document(s).
    • As such, any and all Concordance Purchase Order(s) comprise this Agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Fulfillment of an order or other performance under a Purchase Order constitutes acceptance of these Terms.
    • Orders are not binding upon Concordance until accepted by Concordance. Concordance will indicate its acceptance of an order by issuing a Purchase Order, Invoice and/or shipping the ordered products, goods, and/or equipment (“Goods”) to Customer.

  2. Delivery of Goods.  
    • All shipments are made F.O.B. from Concordance’s shipping point unless otherwise specified in the Purchase Order, Invoice, or as otherwise agreed in writing by the parties. In the absence of instructions, Concordance selects carrier.
    • Concordance shall ship Goods in the quantities and on the date(s) specified in the Purchase Order, Invoice, or as otherwise agreed in writing by the parties (the "Delivery Date"). If no delivery date is specified, Concordance shall deliver the Goods within 30 days of Concordance’s receipt of the Purchase Order.
    • Title to Goods and risk of loss pass to Customer upon delivery thereof by Concordance to the carrier or delivery service at the shipping point. Customer shall assume all risk of loss in shipping and all liability for loss or damages, whether direct, indirect, consequential or otherwise, due to delays once the products have been delivered.

  3. Performance of Services. Concordance shall perform Services to Customer as described and in accordance with the dates or schedule set forth on the Purchase Order or Invoice, or as otherwise agreed in writing by the parties and in accordance with the terms and conditions set forth in these Terms.
  1. Price. The price of the Goods and Services is the price stated in the Purchase Order (the "Price"). If no price is included in the Purchase Order, the Price shall be the price set out in Concordance's published price list in force as of the date of the Purchase Order. Prices are subject to change by Concordance without notice.
    • Additional Costs. Any additional costs incurred by Concordance in connection with or arising out of the manufacture, sale and/or distribution of product, including, but not limited to, increases in labor, freight, use, excise, gross, receipts, tariffs, or value-added taxes, or other federal, state, or local taxes or other surcharges or assessments (other than any tax imposed upon inventory held by Concordance at its distribution centers or based on the net income of Concordance) that Concordance is at any time obligated to pay or collect based on, or in any way levied on, the sale of Goods and/or services. In addition, Customer will be obligated to pay all interests or penalties assessed by Customer’s failure to comply with its obligations hereto. If Concordance pays any amounts that Customer is obligated to pay, then Customer must promptly reimburse Customer in the total amount paid by Concordance.
    • Pricing Errors. From time to time, pricing errors may occur on Concordance’s online Order Site on items sold by Concordance, or items sold by third-sellers. Concordance will attempt to promptly correct any pricing error after discovery or Concordance receives notice of such error. Concordance reserves the right to cancel any orders containing pricing errors even after Customer’s receipt of Concordance’s order confirmation or shipping notice. Concordance will refund any payments made by Customer for orders cancelled by Concordance due to pricing errors.
    • Discount Disclosure. If Customer receives and “discounts or other reductions in price” under Section 1128B(b)(3)(a) of the Social Security Act (42 U.S.C. 1320-7b(b)(3)(a)) from Concordance, Customer may be required by to disclose discounts or reductions in price under any state or federal program which provides cost or charge-based reimbursement to you for the products or services you buy from Concordance, or as otherwise requested or required by any governmental agency.

  2. Payment Terms. Concordance shall issue an Invoice to Customer on or any time after the completion of delivery in accordance with these Terms. Customer shall pay all invoiced amounts in full due to Concordance within 30 days after Customer’s receipt of such invoice.
    • All payments hereunder must be in US dollars by check, wire, or ACH (automatic clearing house) payment. Paper checks should be made payable to Concordance Healthcare Solutions, LLC and are to be mailed to lockbox Concordance Healthcare Solutions, P.O. Box 94631, Cleveland, OH 44101 or overnighted to Huntington Lockbox OPC833 Re: Concordance Healthcare Solutions, LLC – Lockbox 94631, 295 Huntington Circle, Akron, OH. 44307. Customer can send an ACH or wire from their bank.
    • If Customer’s payment to Concordance is declined, in whole or in part, due to non-sufficient funds, Concordance will charge Customer a $25 non-sufficient fund fee plus any additional costs incurred by Concordance.
    • At any time, Concordance, in its sole discretion, may limit the amount of credit to be extended to the Customer and cancel any order with respect to all or any undelivered Goods or non-performed Services if Concordance shall deem such action advisable for credit reasons. Customer hereby represents and warrants that it is solvent and agree that such representation and warranty shall be deemed repeated upon each order and/or delivery herein.
    • Until order is paid for in full, Concordance retains, and Customer hereby grants to Concordance, a security interest in the order Goods. Concordance may assess as service charge calculated at 1.5% per month (or the maximum rate allowed by law, if such rate is less than 1.5% per month) on any amount not paid to Concordance when due. Failure or delay by Concordance to invoice Customer for any such service charge will not waive Concordance’s right to receive same.
    • In the event of Customer default in payments on any invoices, Concordance shall have the right to declare all invoices immediately due and payable. Customer agrees to pay all out-of-pocket expenses, including attorneys’ fees and costs, incurred by Concordance to collect any amounts due from Customer or to enforce any terms stated herein. Concordance may exercise a set-off against any and all amounts due Customer. Concordance shall be deemed a single creditor for purposes of this section.

  3. Change Orders. Customer may issue order changes in writing (each a "Change Order") to Concordance the Services. Concordance shall within 30 days of receipt of a Customer’s written Change Order submit to Customer a firm cost proposal for the Change Order. If Customer accepts such cost proposal, Concordance shall proceed with the changed services subject to the cost proposal and the terms and conditions of this Agreement.

  4. Order Limits; Product Changes; Generic Substitutions. Concordance reserves the right, in its sole discretion, to accept or reject the quantity of a Customer’s order for any reason without penalty or liability. Concordance may discontinue or modify products at any time. Customer hereby authorizes Concordance to substitute on generic manufacturers for the equivalent product of another generic manufacturer without prior notice to Customer.

  5. Product Use. Customer warrants that it has all required governmental licenses, permits, and approvals required to purchase, use, and/or store Goods purchased from Concordance.
    • Own Use. Customer agrees that all products are for its “own use,” as such term is defined in the judicial or legislative interpretation. Concordance may immediately terminate Customer’s ability to make purchases if Concordance determines that Customer or any facility owned, operated, or managed by Customer, directly or indirectly, has breached this “own use” limitation. Customer will comply with all laws, rules, and regulations applicable to products purchased herein.

  6. Compliance.
    • DSCSA Compliance. For Pharmaceutical orders, Customer's Global Location Number (GLN) is required for Federal Drug Supply Chain Security Act (DSCSA) compliance, and Concordance reserves the right to hold a shipment until Customer provides GLN.
    • CA PROP 65 WARNING. For all Goods shipped into the State of California, in compliance with California Proposition 65, also known as the Safe Drinking Water and Toxic Enforcement Act of 1986, the Concordance hereby provides the following warning: WARNING: This product contains chemicals known to the State of California to cause cancer and/or birth defects or other reproductive harm. By purchasing or using any products shipped or supplied by Concordance, Customer acknowledges that they have been notified of this warning and agrees to comply with all applicable regulations under Proposition 65. Concordance makes no representation as to whether the product contains any chemicals that would trigger Proposition 65 requirements unless specifically stated herein. Customer agrees to indemnify, defend, and hold harmless Concordance from any claims or damages arising from Customer’s failure to comply with Proposition 65 or any other applicable law, regulation, or ordinance.
    • PFAS (Per- and Polyfluoroalkyl Substances) Statement. Concordance acknowledges the growing concerns surrounding the use of Per- and Polyfluoroalkyl Substances (PFAS), which are synthetic chemicals that may persist in the environment and human body. The supplier makes no representations regarding whether the products supplied contain any PFAS unless specifically disclosed in writing. By purchasing and using any products from Concordance, Customer agrees to assume all risks and responsibilities regarding the potential presence of PFAS, and agrees to comply with all applicable laws and regulations regarding PFAS, including any applicable state or federal restrictions. Customer further agrees to indemnify, defend, and hold harmless Concordance from any liability, loss, or damage arising out of or related to PFAS content, if any, in the products.
    • 3TG Minerals Disclosure and Compliance. Concordance acknowledges and expressly informs Customer that it is not the manufacturer of the products supplied under this Agreement. Concordance solely provides the products and is not responsible for the direct manufacture, assembly, or production of such products. While Concordance is not a publicly traded manufacturing company and is not directly subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), it agrees to assist manufacturers in complying with the Act’s provisions concerning the use of 3TG minerals (tin, tantalum, tungsten, and gold) by identifying, to the best of its knowledge, whether the 3TG minerals used in the supplied products may have originated from the Democratic Republic of the Congo (DRC) or any adjoining countries (the "Conflict Region"). Concordance will make commercially reasonable efforts to conduct due diligence in accordance with the Organization for Economic Co-operation and Development’s (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. Customer shall indemnify and hold harmless Concordance from any liabilities, penalties, or damages resulting from its failure to comply with the obligations outlined in this clause.
    • Compliance with Health Insurance Portability and Accountability Act (HIPPA). Parties agree that individually identifiable health care information shall not be exchanged between the parties and that Concordance is not a business associate of Customer. In the event of an incidental disclosure in the course of services being provided on-site, both parties acknowledge and agree individually identifiable health care information is to be protected as required by the Health Insurance Portability and Accountability Act for 1996 (HIPAA), regulations issued thereunder and other laws to the extent applicable. Customer shall indemnify and hold harmless Concordance from any liabilities, penalties, or damages resulting from its failure to comply with the obligations outlined in this clause.
    • Parties shall comply with all applicable Federal, state and local laws, regulations and orders in the performance of this Agreement, including but not limited to the Ethics in Patient Referrals Act, 42 U.S.C. § 1395nn and accompanying regulations (42 CFR Part 411), more commonly known as the Stark Law, and the Medicare and Medicaid Anti-Fraud and Abuse Law, 42 U.S.C. § 1320a 7b, more commonly known as the Anti-Kickback Law. Customer shall indemnify and hold harmless Concordance from any liabilities, penalties, or damages resulting from its failure to comply with the obligations outlined in this clause.
  7. Defective Product. Any Customer reports of defective Goods must be communicated to Concordance Customer Service Department within 24 hours. The following information must be provided: Customer name, mailing address, phone and email address; PO or Invoice number; product catalog number and description; Lot number, if applicable; and nature of problem and quantity involved.

  8. Returns. All standard saleable Products may be returned for credit subject to Concordance’s return approval. Credit is issued based upon the reason for the return. Returns are subject to a 30% restocking fee. Product must be in saleable condition, returned in original packaging with return label placed in an open area of package to receive credit. Return requests must be initiated within 90 days of invoice date. Concordance reserves the right to refuse any return. Credit is based on disposition at a Concordance distribution center. All Product returns must be sent freight prepaid unless Concordance approves otherwise. Large quantity returns must be pre-approved by Concordance Operations at the designated distribution center. Goods purchased that are not eligible for return include: Good purchased over 90 days before the return request; expired products and/or products within 6-months of expiration are not eligible for return; discounted products; divested products and products not listed in current price lists; used products; damaged products; opened products; products in unsalable condition; products not directly purchased from Concordance; products not manufactured by or on behalf of Concordance, including those shipped directly from the vendor; and regulated hazardous chemicals, reagents, or prescription devices, refrigerated, frozen or temperature-controlled Products.

  9. Product Recalls. Concordance will notify Customer of a Product recall. Customer shall promptly notify end-users impacted and instruct them to return affected Product. To facilitate any necessary Product tracing or recall, Customer shall maintain a written recall procedure and make available, upon request, the lot number (or serial number, if applicable) with Customer name, address shipped to, and date of shipment for each Product sold. Customer will send all recalled Product to Concordance. Upon receipt, Concordance will issue a credit to the Customer for the recalled Product and process a negative sale, and bill back, if appropriate.

  10. Insurance. Concordance shall maintain product liability insurance for a minimum of $5,000,000 each occurrence prim/agg pri. Concordance will provide Customer with proof of such insurance upon delivery of the executed Agreement. Customer shall maintain general liability insurance of $1,000,000 each occurrence, $2,000,000 in aggregate and automobile insurance for a minimum of $1,000,000 per occurrence with a $5,000,000 umbrella. Customer will provide Concordance with proof of such insurance upon delivery of the executed Agreement.

  11. Warranty. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PUPORSE, OR OTHERWISE, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREIN.

  12. Limitation of Liability. IN NO EVENT SHALL CONCORDANCE BE LIABILE, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY DIRECT, INCIDENTIAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OR LOSSES OF ANY NATURE OR FOR LOST REVENUE, LOST PROFITS, OR LOST BUSINESS ARISING OUT OF YOUR PURCHAES FROM CONCORDANCE, THE USE OF GOODS, PRODUCTS, EQUIPMENT, AND/OR SERVICES, OR CONCORDANCE’S FAILURE TO DELIVER ORDERED GOODS OR PERFORM SERVICES. IN NO EVENT SHALL CONCORDANCE’S LIABIITY FOR ANY ORDER(S) OR PRODUCT(S), GOODS, AND/OR EQUIPMENT UNDER THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER FOR SUCH ORDER.

  13. Force Majeure. Concordance shall be excused from its obligation herein in whole or in part to the extent of its performance is delayed or prevented by: (a) acts of God; (b) flood, fire, earthquake, OTHER POTENTIAL DISASTER(S) OR CATASTROPHE(S), SUCH AS EPIDEMICS, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages, raids, or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or shortages of material or labor, or the inability or delay in obtaining supplies of adequate or suitable materials; (i) taxes, assessments, duty or fee imposed by any government or government authority, domestic or foreign; or (j) any other event beyond Concordance’s control. In such circumstances, Concordance obligations herein shall be suspended for so long as any such continency continues, and Customer agrees to extend, and are deemed to extend for a corresponding period, any letters of credit or trade acceptance opened by Customer in respect to such shipment or delivery, by written notice to the other party.

  14. Amendment; Assignment; Waiver. Customer acknowledges and agrees that Concordance reserves the right to amend these Terms in its sole discretion as it sees fit from time to time. Parties shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other party. No assignment or delegation shall relieve the Customer of any of its obligations hereunder. Any purported assignment or delegation in violation of this Section shall be null and void. However, Concordance may at any time assign or transfer any or all of its rights or obligations under this Agreement without Customer's prior written consent to any affiliate or to any person acquiring all or substantially all of Concordance's assets.

  15. Governing Law; Jurisdiction. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Ohio. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio in each case located in the City of Columbus and County of Franklin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

  16. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the purchase order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. Notices sent to Concordance should be sent to: Concordance Healthcare Solutions, Attn: Legal, 85 Shaffer Park Drive, Tiffin, Ohio 44883, with a copy via email to: Legal@concordancehs.com