MEMBERSHIP TERMS & CONDITIONS
By completing and signing the membership letter of participation (“LOP”) and related authorization you are representing that you are authorized to enroll the business identified as a member of the Buyers Edge Platform, LLC or one or more of its affiliates (collectively the “Platform”). A list of the affiliates can be found at www.buyersedgeplatform.com/our-members. In addition, you hereby agree that the operator shall be subject to the Platform’s membership terms and conditions as set forth below:
As a member of the Platform you hereby agree to provide the Platform with sufficient authorization to access your purchase level data so that the Platform may secure for you the benefits of membership in a Platform program. Membership benefits include, but are not limited to, preferred pricing with manufacturers and distributors as well as rebates on Member’s purchases, when available (the “Membership Benefits”). In the event your distributor or other supplier requires Member to sign an authorization that the Platform determines to unreasonably restrict the use of Member’s purchase level data, we will advise you of the same and supply you with an authorization directing your distributor or other supplier to release such data under terms that you and the Platform determine are appropriate. In addition, Member agrees to work with its distributor to ensure that any deviated price contracts available through the Platform are loaded into distributor’s order catalog to ensure that this valuable membership benefit is available to Member.
The individual completing the membership registration (the “Applicant”) and executing the related documentation hereby states that he or she is an authorized agent, owner or employee of the business identified in the registration and acknowledges that they have the requisite authority to enter into a membership relationship with the Platform. To the best of Applicant’s knowledge, all information provided with respect to Member is correct. If the Platform should discover that the information provided was not correct, the Platform has the right to cancel or amend Member’s participation in any and all Membership Benefits and other programs available through the Platform.
The Applicant acknowledges that any current programs that Member wishes to continue through a direct relationship have been disclosed and Member understand that they will not be able to participate in the Membership Benefits relative to those direct programs. Further, if the Platform discovers that a Member has a direct program that has not been disclosed, Member hereby authorizes the Platform to keep the Member on the Platform program with respect to the same. Once notified of the conflicting direct program, Member hereby agrees to cancel such direct program five (5) business days and agrees to repay any rebates monies Member may have earned related to such direct programs. If, after notification, Member fails to issue a termination notice of such direct program within (5) five days, Member hereby authorizes the Platform to issue such termination on Member’s behalf.
By signing the Platform membership registration, Applicant authorizes the Platform to enroll the Member in all Membership Benefits and related programs. Member authorizes the Platform to contact all suppliers listed within Member’s registration in order to obtain product level data and reporting for the purpose of price verification, volume allowances, opportunity analysis and any further purposes for which the Platform uses such data as outlined in these Membership Terms and Conditions. Applicant agrees to an acknowledges that the Platform may receive financial consideration from certain program providers based upon Applicant’s participation through the Platform Membership Benefits.
In order to secure the respective Membership Benefits, the Platform must ensure that Member is in compliance with its Membership requirements with respect to the purchases Member makes. One of the Membership requirements is that Member is purchasing products manufactured by the Platform’s preferred manufacturers and are doing so consistent with Platform’s minimal compliance requirements (“the Platform Compliance Requirements”). Specifically, in order to continue to secure the Membership Benefits, the Platform must assure its strategic partners that Member is buying pursuant to their programs. Member agrees to comply with the Platform Compliance Requirements, which the Platform reserves the right to change from time to time. In addition, Member agrees to participate in periodic compliance reviews conducted by the Platform’s Compliance Department, to review and receive savings opportunities as they are identified, in support of the Platform’s strategic partners’ products. Member agrees to consider, sample and convert a portion of its purchasing to products presented as determined by Member based upon its total market basket purchases. Member further agrees to request that their distributor or other suppliers stock such products when necessary.
Member acknowledges that while some of the Platform Membership Benefits, including deviated pricing and preferred pricing through distributors are made available to Member at the time it purchases qualifying products, where applicable, it takes the Platform approximately six (6) to (9) months to secure those rebates available on Member’s purchases. In this regard, the Platform traditionally remits rebates to Members on either a quarterly or annual basis depending on the volume of qualified purchases made by the Member.
Buyers Edge Platform and its affiliates reserve the right to change their respective Membership Terms & Conditions at any time. The current version of the Platform Membership Terms & Conditions shall be available at www.buyersedgeplatform.com and it shall be Member’s responsibility to be aware of and comply with the Platform Membership Terms & Conditions.
The Platform reserves the right to suspend the Membership Benefits and/or terminate the Member’s membership at any time with or without cause.
In the event that Member wishes to terminate its membership with the Platform, Member must provide ninety (90) days advance written notice of the termination to the Buyers Edge Platform affiliate company. Such termination shall not be effective until the expiration of the ninety (90) days advance written notice to the affiliate who provides services to the Member.
Member acknowledges that the Platform aggregates purchasing data collected from the Members, removes any personally identifying information related to Member or its location and uses the data to help educate manufacturers on purchasing trends and other relevant information regarding the purchase of their products. No personal identifying information that could be associated with the Member shall be provided in such instances. Member expressly consents to the Platform’s use of the data for this purpose.
Member acknowledges that some suppliers pay an administrative fee to the Platform via the affiliate that actually provides certain services to the Member with respect to its administration of the programs offered by the Platform and/or the supplier. Member further acknowledges that the Platform shares in a portion of the rebates processed and received on Member’s purchases in return for providing the Member access to the Platform’s rebate programs, maintaining the rebate program and related contracts, collecting the Member’s purchase level data from its suppliers, reporting those purchases to Platform’s strategic partners and manufacturers, and remitting the rebate revenue to Members.
To the extent that Member is a healthcare facility, Member acknowledges (i) that the Platform will receive payment of fees for administrative services it provides to one or more vendors based on products or services purchased by Member and its facilities (“GPO Fees”), (ii) that the percentage of GPO Fees the Platform shall receive will be three percent (3%) or less, on an annual basis, Platform shall disclose to the Member the amount of GPO Fees it received from each vendor as a result of Member’s purchases, and (iii) products purchased by Member may qualify for a rebate known as a “discount” pursuant to 42 CFR § 1001.952(h). While the amount of any such rebate is not known as this time, Member may have an obligation to disclose the receipt of any such discount to Medicare, Medicaid or other Federal programs utilized by Member in the purchase of the products.
Member hereby releases and forever discharges any claims, demands, and damages (actual and consequential) of every kind and nature, it has against the Buyers Edge Platform and any one or more of its affiliates, its officers, directors, shareholders, employees, agents, successors and assigns with respect to the Member’s membership in Buyers Edge Platform or an affiliate’s program, the Membership Benefits, any claims stemming from the Platform’s receipt and/or use of Member’s purchase level data and/or any claims associated with Member’s purchases of products from distributors, suppliers and/or manufacturers.
The Platform provides the services associated with the Membership Benefits on an “AS IS” basis and hereby disclaims all warranties express or implied with respect to its services and the Membership Benefits, including the warranties of merchantability and fitness for a particular purpose. The Platform shall have no indirect or consequential damages associated with any claims related to its services, Member’s membership in the Platform, the Membership Benefits, any claims stemming from the Platform’s receipt and/or use of Member’s purchase level data and/or any claims associated with Member’s purchases of products from distributors, suppliers and/or manufacturers. In no event shall the Platform’s liability for any claims asserted against it with respect to its services, the Membership Benefits, Platform’s receipt and/or use of Member’s purchase level data and/or any claims associated with Member’s purchases of products from distributors, suppliers and/or manufacturers exceed the rebate amount owed to that Member on a quarterly basis.
Member shall indemnify and hold the Platform and their affiliates, agents, representatives, officers, directors and employees (the “Indemnities”) harmless from and against any and all claims, losses, liabilities, judgments, penalties, interest, damages, costs and expenses whatsoever (including reasonable attorneys’ fees,) relating to acts or omissions of Member which relate in any way to this Agreement. The Platform and Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created.