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SutureCenter Agreement

This Commitment Agreement (the “Agreement”) is entered into as of the day of your acceptance to the Agreement’s terms and conditions hereinbelow (the “Effective Date”) by and between SutureCenter, LLC with address of 7 Lefferts Court, East Brunswick, New Jersey 08816 (“SutureCenter”) and your surgical practice (the “Account”) whose name and address has been submitted by Account to SutureCenter as part of the application process.

Account Authorization. Account authorizes SutureCenter to enter into Group Purchasing Organization (GPO), Distributor, Manufacturer and necessary third-party Letters of Participation on Account’s behalf (the "Relationships"), which is necessary to make this Agreement operable.

Role of SutureCenter. On behalf of the Account, SutureCenter purchases sutures and related products (the "Sutures") and manages associated transaction processes. To enable the purchase of Sutures under this Agreement, SutureCenter rosters the Account with the Relationships necessary to deliver Sutures at the pricing specified.

SutureCenter has the financial responsibility to the distributor to pay for Account’s purchases. Upon distributor’s shipment to Account, SutureCenter shall invoice the Account electronically. Such invoice will include a separate line item with a fixed percentage of the pre-tax purchase amount to compensate SutureCenter for its service delivery under this Agreement (the “Service Fee”). SutureCenter will apprise Account of the Service Fee applicable to each purchase prior to finalizing an order with SutureCenter.

Pricing. Relationships set the pricing that the Account pays for Sutures. Thus, SutureCenter has no control of or changes in Suture pricing. For certain manufacturers, the GPO may offer distinct pricing tiers for which the Account may qualify. In such cases, the manufacturer may contact Account to confirm eligibility for an applicable tier. SutureCenter does not represent or warrant the time it takes for a manufacturer to carry out said process or the conclusion that the manufacturer reaches. Until the validation process is concluded, manufacturers require that list pricing be charged for the manufacturer’s Sutures.

Exclusivity and Non-Circumvention. Management of the Relationships is within the exclusive domain of SutureCenter. The Account shall not circumvent SutureCenter to establish direct business relationships with those entities having originally rostered the Account under SutureCenter’s group of accounts. The period of non-circumvention period shall be in effect for twenty-four (24) months subsequent to termination of this Agreement.

Account’s Obligations. The Account warrants that it has authorized the signatory to enter into this Agreement, on behalf of this Account. Account orders directly from SutureCenter’s website at Account agrees to purchase a minimum of eighty percent (80%) of its annual Suture purchases through SutureCenter as well as meet any pricing tier eligibility requirements put forth by a manufacturer. Account accepts sole liability for any bills, costs, expenses, taxes, and penalties related to its purchase of Sutures through SutureCenter. Account also agrees not to resell any Sutures that it purchases through SutureCenter. Sutures are for Account’s “own use” as such term is defined in judicial or legislative interpretation.

Delivery Terms. Shipments occur according to distributors’ delivery terms. Presently, Sutures ordered before 2:30 p.m. CST will be shipped for delivery the next business day (exception: Hawaii and Alaska are second-business day). Non-stock or manufacturer backordered products will ship after receipt from manufacturer. Drop ship products will ship direct from the manufacturer per manufacturer’s delivery terms.

Freight Charge. There is no charge for regular deliveries within the Continental United States. There is a freight charge for deliveries to HI and AK, which will be posted on SutureCenter’s website. Expedited orders will be charged to Account at SutureCenter’s cost.

Return Goods & Recall Policy. Product returns from Account are subject to restocking fees and processes that distributors set. The terms and conditions of distributors’ “Returned Products” policies are available on the SutureCenter website. Should the return be due to the mistake of SutureCenter or the distributor, then SutureCenter will arrange, at no cost to the Account, for the exchange of the incorrect product and/or quantity with the ordered product and/or the correct quantity.

Taxes. All taxes and assessments levied by any governmental authority relative to the purchase of Sutures under this Agreement are the sole responsibility of the Account.  All amounts due for taxes and assessments will be added to SutureCenter's invoices to Account WHEN the distributor has invoiced SutureCenter for such taxes and assessments.  Where the distributor has no physical presence in the State in which Account is located, the distributor has no legal obligation to collect or inform SutureCenter or the Account of any taxes and assessments due on a Suture purchase by Account via SutureCenter.  In such cases, Account is solely responsible for taking the steps required to ensure proper payment(s) to the appropriate governmental authority(ies).

Payment Terms. Standard payment terms are by credit card at purchase. On Account order submittal, SutureCenter will authorize credit card payment for the expected purchase cost, Service Fee, plus a ten percent (10%) set-aside to cover sales tax(es) or other miscellaneous charges. On distributor shipment confirmation, SutureCenter will then capture payment from the credit card processor for the actual order amount, subject to the Backorder section immediately succeeding this section, the Service Fee, and related taxes and/or miscellaneous charges, if incurred. For clients purchasing more than twenty-five thousand dollars annually from SutureCenter, a pre-approved net twenty-five (25) day from Invoice Date (“Net 25”) term is available.

Backorders. Backorders can and do occur for reasons of either distributor or manufacturer supply shortages.  In those cases, where the distributor has specified a future delivery date for the backordered Sutures, SutureCenter shall treat those Sutures, in terms of payment, as if they had been shipped to Account.  For backordered Sutures with no shipment date identified, SutureCenter will not charge for those Sutures and immediately cancel with the distributor the portion of the order related to the backordered Sutures, unless otherwise requested by Account.

Non-Payment. If SutureCenter does not receive payment in accordance with the payment terms described above, then SutureCenter reserves the right to refuse to deliver product and accept additional orders, modify payment terms, require pre-payment for future orders, and/or limit or terminate the extension of credit to Account and will be entitled to any other remedies available by law.

Personal Guarantee. Those with fiduciary duties for the Account hereby agree to be jointly and severally liable for events of financial injury to SutureCenter resulting from Account’s actions, such as, but not limited to, non-payment.

Warranty. Manufacturers warranty Sutures, not GPOs, distributors, or SutureCenter. Therefore, no other expressed or implied warranties exist, including any warranty of merchantability, non-infringement or fitness for a particular purpose. SutureCenter’s sole and exclusive remedy would be, at SutureCenter’s sole option, to request that the relevant distributor repair or replace the product. SutureCenter will not be liable for incidental, consequential, or punitive damages resulting from Account's purchases via SutureCenter.

Term, Renewal & Termination. This Agreement begins on the Effective Date and ends five (5) years thereafter (the “Term”). At the end of the Term, this Agreement renews automatically for one (1) year periods. Either SutureCenter or Account can terminate this Agreement, at any time during the Term, with thirty (30) days’ written notice or immediately upon a material breach of this Agreement by the other party. All contract terms hereof survive for any orders made prior to this Agreement’s termination.

Indemnification. To the fullest extent permitted by law, Account shall defend, indemnify and hold harmless SutureCenter, its owners, agents and employees from and against claims, damages, losses and expenses, including, but not limited to attorneys’ fees, arising out of or resulting from any of SutureCenter’s obligations hereof, to the extent that such damage, loss or expense is not due to the gross negligence of SutureCenter.

Authorized Third-Party Agent.  Account may utilize a third-party agent to:  enter into this Agreement; manage Suture transactions with SutureCenter; and/or make payment for such transactions (the "Agent").  Account must authorize an Agent's involvement in writing.  The written authorization must state that the Account and Agent agree to abidy by this Agreement and then be delivered, upon authorization, to SutureCenter at  Account is solely responsible for the Agent's performance relative to this Agreement.  Furthermore, an Agent does not relieve the Account, in any way, of its obligations hereof.

Governing Law & Disputes. This Agreement shall be governed by the laws of the State of New Jersey, without regard to its conflicts of law rules. Any controversy or claims arising from this Agreement, or the breach thereof, shall be settled by the state or federal courts of New Jersey.

Miscellaneous. This Agreement is the entire agreement between the parties and may not be modified or amended except by written agreement executed by authorized individuals of the parties to be bound. Account shall not assign its interest in this Agreement.