Headquarter Office and Distribution Center location:
10315 USA Today Way
Miramar, FL 33025
Main Phone Number: (800) 328-0266
Supplier Relations: Nick Manitzas, Director of Strategic Partnerships; ext. 6752, firstname.lastname@example.org
Supplier Relations: Howard Jagoda, Director of Strategic Partnerships; ext. 6737, email@example.com
Product Programs: Owen Parr, Inside Sales Director; ext. 6779, firstname.lastname@example.org
Supplier Relations (general): email@example.com
Please provide the Name, Title, Phone, and E-mail information for the primary contacts in each of the below areas.
National Accounts/Multi-Healthcare Systems
American Medical Depot does not accept minimum order quantities for stock purchase orders.
DROP SHIPMENTS TO THE END-USER
Invoices prices will be based on the date of the purchase order.
Cost changes require 90 day advance written notice. Notices should be sent to firstname.lastname@example.org. All cost decreases are subject to an inventory re-evaluation deduction.
American Medical Depot uses an auto-debit system where rebate dollars are automatically deducted from a supplier's payables balance upon the sale to the end customer. Rebate dollars are accumulated until a specificed period of time (generally one month) and then the deduction is made.
Suppliers will notify American Medical Depot of new products via the Excel Product Upload Template.
Suppliers will provide product images labeled with their corresponding product code for publication of the American Medical Depot website upon request for such information.
Supplier will accept any salable excess/no move inventory of products, with no restocking fee. Excess/no move inventory is any inventory of products that exceeds three (3) months. Salable product is defined as undamaged product in its original sealed shipping carton.
Payment terms are 2% 30 days, or net 90 days.
American Medical Depot shall deduct an administrative fee of 3% at time of invoice payment to cover costs of the end customer, the rebate process, master merchandise file costs and other costs to administer the procurement of inventory and other associated processes. The 3% administration fee combined with the 2% cash terms will result in a total cash term of 5%, 30 days.
The use of Electronic commerce is a requirement of doing business with American Medical Depot. The three transactions required are the Purchase Order (EDI #850), Invoice (EDI #810) and PO Acknowledgement (EDI #855). To pursue a direct connection through American Medical Depot, please contact our Information Technology-EDI Implementation team at 305-364-0888 ext. 6748.
In the event Supplier does not utilize the above referenced EDI transactions within 90 days, American Medical Depot will have the right to deduct 1% per transaction not in full production. This deduction is taken quarterly and is calculated by using one quarter’s purchases to American Medical Depot.
Neither party will make any press release or other public disclosure regarding this arrangement or the transactions contemplated hereby without the other party’s express prior written consent, except as required under applicable law or by any governmental agency, in which case the party required to make the press release or public disclosure shall use commercially reasonable efforts to obtain the approval of the other party as to the form, nature and extent of the press release or public disclosure prior to issuing the press release or making the public disclosure.
American Purchasing Services, LLCd/b/a American Medical Depot10315 USA TODAY WAYMiramar, FL 33025
1. Compliance with Laws: Vendor guarantees that each product shipped to, or on the order of, American Medical Depot, or any affiliated corporation ("American Medical Depot") is as of the date of shipment in compliance with all federal, state and local laws, regulations, rules and orders and agrees to provide American Medical Depot with such additional certifications of Vendor’s compliance with laws and regulations as American Medical Depot shall from time to time reasonably request to fulfill its obligations as a government contractor. Without limiting the foregoing, Vendor specifically guarantees that the products are not adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended and the regulations issued thereunder, or within the meaning of any applicable state or municipal law in which the definitions of adulteration and misbranding are substantially identical to those contained in the Federal Food, Drug and Cosmetic Act, or products that may not under the provisions of Sections 404, 505, 514, or 515 of said Act be introduced into interstate commerce, and are not banned devices under Section 516 of said Act, and the products are not products that may not under any state or municipal law, ordinance, regulation or order be introduced into commerce.
2. Child Labor Laws: Vendor represents and warrants that it complies with all federal, state, local and other applicable laws, regulations, conventions or treaties prohibiting any form of child labor or other exploitation of children in the manufacturing and delivery of Vendor’s products or services.
3. Insurance: Without limiting any other obligation or liability of Supplier under this Agreement, Supplier agrees that upon execution of this Agreement and through its entire effective period, Supplier shall procure and maintain Commercial General Liability insurance with a per occurrence limit of not less than Two Million Dollars ($2,000,000) and Products and Completed Operations Liability insurance with a per occurrence limit of not less than Three Million Dollars ($3,000,000). In the event that any of the required insurance policies are 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. American Medical Depot and its subsidiaries and affiliates shall be named as additional insureds on the required policies and Supplier’s insurance policy(ies) shall be primary, with respect both to any insurance issued to American Medical Depot and to any self-insurance amount retained by American Medical Depot, for the additional insureds’ liability for damages arising out of Supplier’s products and completed operations under this Agreement and Supplier’s errors or omissions in the performance of this Agreement. Before Supplier supplies any Products to American Medical Depot under this Agreement, and upon renewal of the required insurance policies, Supplier will provide to American Medical Depot a Certificate of Insurance evidencing the insurance required in this Agreement and the required additional insured status. The certificate shall state that the insurer shall endeavor to provide thirty (30) days written notice to American Medical Depot of any cancellation prior to the policy(ies) expiration date(s). Each insurance policy shall be obtained from an insurance carrier with an A.M. Best Rating of at least A- VII or its equivalent.
4. Indemnification: Vendor agrees to defend, indemnify and hold harmless American Medical Depot from any liability, loss, expense, cost, claim or judgment (including attorneys fees), arising out of: (a) any claim for property damage, or personal injury or death where the product is alleged to have caused or contributed to the damage, injury or death, provided that this indemnification does not extend to injuries, damages or death to the extent caused by gross negligence or reckless disregard on the part of American Medical Depot or any of its employees; and (b) any claim that the products infringe the patent, trademark or other proprietary rights of any other party.
5. Corrective Actions and Product Complaints: Vendor agrees that it will reimburse American Medical Depot for all costs associated with product corrective actions (including recalls), except those recalls that result from gross negligence or reckless disregard on the part of American Medical Depot or any of its employees. Vendor shall be responsible for 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, evaluating all complaints and responding to American Medical Depot in writing on the resolution of any complaints from American Medical Depot or its customers.
6. Private Label Products: If Vendor private labels any product for American Medical Depot, Vendor agrees: (a) to make no changes in the product, labeling, packaging, actual manufacturer, or location of manufacture of product without first obtaining American Medical Depot’s (i) written approval if American Medical Depot owns product specifications or (ii) written acknowledgement if Vendor owns product specifications, (b) to allow duly authorized representatives of American Medical Depot to enter and inspect facilities where vendor’s products are manufactured during normal business hours to determine Vendor’s adherence to quality assurance and regulatory compliance standards, and (c) upon request, to provide American Medical Depot with product specifications and quality control specifications to include testing methods, sampling procedures, and acceptance levels.
7. Survival of Guaranty: This guaranty shall be continuing and shall be binding upon the Vendor and his or its heirs, executors, administrators, successors and/or assigns and shall inure to the benefit of American Medical Depot, its successors and assigns and to the benefit of its officers, directors, agents and employees.
1. AGREEMENT: This Purchase Order (“Order”) is American Medical Depot’s (“Buyer”) offer to Seller and becomes a binding contract subject to the terms hereof, when accepted by acknowledgment or commencement of performance by Seller. Buyer objects to all additions, exceptions, or changes to these terms or this Order, unless approved by Buyer in writing. This Order constitutes the entire agreement between the parties with respect to the goods and/or services reflected in this Order and all prior understandings between the parties related to such goods and/or services are superseded except to the extent that the terms of this Order are in conflict with a written agreement signed by both the parties. There may be no substitutes or variations from specifications or instructions, or partial shipments, without the prior written approval of Buyer. Buyer may at any time make changes in the scope or quantity of the goods or services covered by this Order or in other terms hereof, in which event an equitable adjustment will be made to any price, time of performance, and other provisions of this Order if appropriate. Claims for such an adjustment must be made within fifteen (15) days from the date of receipt by Seller of notice of the change. Seller will immediately give notice to Buyer of any actual or potential interruption in the timely performance of this Order.
2. PRICE AND PACKING: Unless otherwise specified on this Order, the prices stated on the front of this Order are F.O.B. Destination and, if applicable, include all charges for packing, hauling, storage, insurance, and transportation. Sales and use taxes not subject to exemption shall be stated separately in Seller’s invoice. The goods shall be packaged and shipped by Seller in accordance with good commercial practice to ensure that no damage will result from weather, transportation or handling. Risk of loss or damage to the goods shall be on Seller until the goods have been delivered to and accepted by Buyer.
3. COMPETITIVE PRICE: Seller warrants that the prices set forth herein are as low as any net price now given by Seller to any other customer for like goods and quantity and/or services and agrees that if, during the term of this Order, lower net prices are quoted by Seller to any other third party for similar goods or services such lower net price shall be from that time substituted for the prices contained herein.
4. OVER SHIPMENTS: Over shipments of goods not approved by Buyer in writing may be returned by Buyer, at Buyer's sole discretion. All such returns shall be at Seller’s risk and expense or held by Buyer at Seller's risk and expense, and Buyer shall not be obligated to pay for such over shipments of goods that exceed 5% of the total quantity ordered hereunder.
5. WARRANTY: Seller makes all warranties contained in the Uniform Commercial Code. Further, Seller warrants that the goods delivered or services performed:
(a) shall be merchantable; shall conform to this Order, to specifications, drawings, and other descriptions referenced in this Order, and to any accepted samples; shall be free from defects in design, materials and workmanship unless the design was pursuant to a design supplied by Buyer; and shall be fit and safe for the intended purpose. Seller warrants that it has clear title to the goods and that the goods shall be delivered free and clears of liens and encumbrances;
(b) to the extent applicable, the goods (1) are not adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act as amended (the “Act”), or within the meaning of any applicable state or municipal law in which the definitions of “adulteration” and “misbranding” are substantially identical with those contained in the Act; (2) are not goods which may not under the provisions of Sections 404, 505, 512, 515, or 516 of the Act, be introduced into interstate commerce, or which may not under substantially similar provisions of any state or municipal law be introduced into commerce; and (3) are in full compliance with the Biological Products section of the Public Health Service Act;
(c) do not infringe on any United States or foreign patent, trademark, copyright or other right of any third party; and
(d) all these warranties and other warranties as may be prescribed by law shall extend to Buyer, its successors, assigns, and customers and to users of the goods.
6. INSPECTIONS; TESTING; REJECTION: Goods or services purchased under this Order are subject to Buyer’s reasonable inspection, testing, and approval at final destination. Buyer reserves the right to reject and refuse acceptance of goods or services which are not in accordance with this Order or Seller’s representations or warranties, express or implied. Buyer will charge Seller for the cost of inspecting rejected goods or services. Rejected goods or services may be returned to Seller, or held by Buyer, at Seller’s risk and expense. Payment for any goods or services under this Order shall not be deemed acceptance of the goods or services. Upon the request of Buyer, if Seller fails to promptly replace or correct any goods or services so returned to Buyer’s satisfaction, Buyer may purchase or replace same and Seller shall be liable to Buyer for any additional costs thereby incurred by Buyer.
7. CORRECTIVE ACTIONS AND PRODUCT COMPLAINTS: Seller agrees that it will reimburse Buyer for all costs associated with product corrective actions (including recalls), except those recalls that result from gross negligence or reckless disregard on the part of Buyer or any of its employees. Seller shall be responsible, except in case where Buyer is the owner of the specifications, for 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, evaluating all complaints and responding to Buyer in writing on the resolution of any complaints from Buyer or its customers.8. COMPLIANCE WITH LAWS: Seller certifies, represents and warrants that it shall:
(a) comply with all federal, state and local laws and regulations applicable to its operations, including but not limited to, those dealing with employment opportunity and affirmative action including Executive Order 11246 (Equal Opportunity), 38 U.S.C. § 4212(a) (Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era), and 29 U.S.C. § 793 (Affirmative Action for Workers with Disabilities), and any amendment and applicable regulations pertaining thereto;
(b) comply with all terms of 48 C.F.R. § 52.244-6 (Subcontracts for Commercial Items and Commercial Components) (including the requirement of including this provision in subcontracts awarded under this contract), 15 U.S.C. § 637 (d) (2) and (3) (Utilization of Small Business Concerns), and such provision is hereby incorporated into this Order as if fully set forth herein;
(c) in accordance with the provisions of 48 C.F.R. § 52.209-6, certify that neither it nor its principals was or is debarred, suspended, or proposed for debarment by the Federal Government;
(d) comply with all federal, state, local and other applicable laws, regulations, conventions or treaties prohibiting any form of child labor or other exploitation of children in the manufacturing and delivery of Seller’s goods or services; and
(e) comply with all import/export laws and restrictions and regulations of the United States Department of State, Department of Commerce or other United States or foreign agency or authority.
9. INDEMNIFICATION: Seller shall defend, indemnify and hold Buyer, its affiliates and their respective successors, assigns, officers, directors, employees, customers, and users of the goods or services harmless with respect to all claims, liability, damage, losses, and expenses, including attorney’s fees, incurred relating to or caused by, or arising from: (a) actual or alleged patent, copyright, or trademark, infringement or violation of other proprietary rights, arising out of the purchase, sale, or use of the goods or services covered by this Order; (b) actual or alleged defects in the services or in the design, manufacture or material of the goods; (c) actual or alleged breach of warranty; (d) failure of Seller to deliver the goods or services on a timely basis, including liquidated damages and costs to recover; or (e) failure of the goods or services to meet the requirements of applicable federal, state, and local laws, ordinances, regulations, rules, declarations, interpretations and orders issued thereunder.
10. INSURANCE: Seller agrees to procure and maintain commercial general liability and products liability (including completed operations) insurance covering bodily injury and property damage, in the amount of not less than Three Million Dollars ($3,000,000) per occurrence (or such higher limits as Buyer shall reasonably request) with endorsements for blanket contractual liability and vendor's liability. Seller shall, upon request, furnish a certificate of insurance evidencing the foregoing coverage and limits, stating that the insurer shall give Buyer thirty (30) days prior written notice of any cancellation or non-renewal in coverage. The certificate of insurance should also name Buyer and its ultimate parent company, American Medical Depot as additional insured.
11. PROPERTY FURNISHED TO SELLER AND CONFIDENTIALITY: Seller shall not use, reproduce, appropriate for or disclose to anyone other than Buyer, any goods, tooling, dies, drawings, designs, or other property or information furnished by Buyer (“Material”), nor shall Seller use the same to manufacture goods or provide services other than as required hereunder without Buyer’s prior written approval. Title to all Material shall remain with Buyer at all times, and where practicable, the Material shall be clearly marked or tagged to indicate Buyer's ownership. All Material shall be returned to Buyer upon termination or completion of this Order unless otherwise directed by Buyer. Seller shall bear the risk of loss or damage to the Material until it is returned to Buyer. Seller acknowledges and agrees that Buyer retains sole and complete ownership in, to and of any intellectual property, material or other works associated with, underlying and/or related to the Material, whether or not subject to copyright, trademark and/or patent and any improvements and/or enhancements thereto (collectively all such intellectual property is referred to herein as “Buyer IP”). Seller agrees to hold all Buyer IP confidential and not to disclose or use all or any of it other than as required hereunder without prior written consent from Buyer. Upon Buyer's request and expense, Seller will assist Buyer, or anyone it designates, in filing patent, trademark or copyright applications in any country in the world relating to the Buyer IP, including executing documentation evidencing Buyer’s ownership thereof. Seller shall make no reference, advertisement, or promotion regarding Buyer or Buyer’s placement of this Order without Buyer’s prior written consent.
12. TERMINATION: Buyer may terminate this Order, with or without cause, in whole or in part, at any time prior to shipment by giving written notice to Seller.
13. SETOFF: Without limiting Buyer’s rights under law or in equity, Buyer and its affiliates, may exercise a right of setoff against Seller for any and all amounts due to Seller or its affiliates, by Buyer or its affiliates, including, but not limited to, amounts under this Order or any subsequent agreement.
14. General: The validity and interpretation of this Order shall be governed by the laws of the State of Florida. The application of the United Nations Convention on Contracts for the International Sales of Goods (1980) is excluded. In no event shall Buyer be liable to Seller for any special, incidental or consequential damages arising out of this Order. Seller shall not delegate any duties, assign this Order (including without limitation the right to receive payment) or subcontract any portion of this Order without Buyer’s prior written consent. No waiver of a breach of any provision of this Order shall constitute a waiver of any other breach of that or any other provision.
Unless inconsistent with the terms above or those in any other written agreement signed by American Medical Depot, the terms and conditions of the Purchase Order will govern all purchases. The terms and conditions of the American Medical Depot Continuing Guaranty shall also govern all purchases.