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This Purchasing Policy (“Policy”) governs the sale of Products by ABMRC, LLC. (“ABMRC”) to customers for distribution in the United States. This policy supersedes all prior policies, understandings, or agreements between purchaser and ABMRC regarding the distribution of its products unless otherwise stated in this Policy.
From time to time, ABMRC may engage one or more third party agents (“Agents”) to act on its behalf to provide warehousing, inventory management, shipping, billing, or other services related to the commercialization or distribution of Products. All references in this Policy to “ABMRC” also shall be deemed to refer to any such Agents acting on ABMRCs behalf.
ABMRC reserves the right to amend this Policy from time to time, upon written notice to Customers (which notice may be delivered by mail, or electronic mail).
“Consumer” shall mean an individual end-user of Product.
“Counterfeit Goods” shall mean Product made by a party other than the legitimate manufacturer or a third-party authorized by such manufacturer.
“Customer” shall mean a DME supplier that has been approved as such by ABMRC and that purchases Products directly from ABMRC in accordance with this Policy solely to sell or dispense to Consumers.
“Defective” shall mean Product that is damaged or unsalable, meaning a given Product fails to meet ABMRC quality and packaging standards and is, therefore, unacceptable for offering to Consumers.
“Diverted Product” shall mean Product that is expired, defective, out of specification (e.g., due to degradation, impurities) and diverted from planned destruction, or Product intended for one market/purpose and diverted to another in violation of applicable laws, regulations, ABMRC policies or contracts. Diversion includes Product theft from anywhere within the distribution/supply chain, Products acquired, repackaged, and sold in any size or unit, including any standard or customary size or unit currently offered by ABMRC, Products sold by ABMRC at any additional discount for a specific channel of distribution that are resold outside the authorized channel and Products sold by ABMRC in one country and exported to another country.
“Product” or “Products” shall mean any ABMRC-labeled products available for purchase.
“Product Specialist” shall mean Customer personnel that have completed the necessary Product training and certification process as determined by ABMRC.
The Customer’s primary “Ship To” and “Bill To” locations must be in the geographical boundaries of the U.S.
All Customers must meet the criteria as indicated in this Policy. Any new Customers must submit an ABMRC Customer Credit Application and approval will be granted to the Customer based on meeting ABMRC credit approval criteria. Approved Customers agree to provide additional credit information which ABMRC may reasonably require from time to time.
Each Customer will train at least one Product Specialist per location that sells and supports Products. A Product Specialist may oversee multiple locations. If any Customer experiences a change in personnel, written notice will be provided to ABMRC, and a new Product Specialist will complete the required training within thirty days of this change.
Training necessitated by new Products shall be determined and conducted as necessary. ABMRC reserves the right to limit Products to be shipped to locations where Customer has met the staffing requirements set forth in this Policy.
The prices and fees to be paid by Customers for Products shall be as set forth in Price Lists issued by ABMRC from time to time. ABMRC will determine the effective date of any Price change.
Prices do not include and are not net of any sales, use, value-added and other taxes, duties, or charges of any kind. Each Customer shall pay all taxes and duties assessed in connection with its purchase of Products from ABMRC, except for taxes payable on ABMRC’s net income. In the event such taxes or duties are applicable and ABMRC has the legal obligation to collect such taxes or duties, ABMRC will be entitled to add to the Customer’s invoice the amount of such taxes or duties, and the Customer will pay such amount unless the Customer has previously provided ABMRC with a valid tax exemption certificate authorized by the appropriate taxing authority. All payments by a Customer to ABMRC shall be made free and clear of any reduction.
Each Customer shall pay all charges due within thirty (30) days after the date of receipt of invoice. Payment shall be made by wire transfer, check or other instrument approved by ABMRC in U.S. dollars. ABMRC holds and retains a security interest in Products until payment in full for such Products has been received by ABMRC. All exchange, interest, banking, collection, and other charges shall be at the Customer’s expense. Any invoiced amount not subject to a good faith dispute between the parties which is not paid when due shall be subject to a late payment service charge of one and a half percent (1.5%) per month (or the maximum rate permitted by law, if less).
If any Customer fails to make full payment to ABMRC of any such undisputed amounts when due, ABMRC may cancel or delay any future shipments of the Products to such Customer until amounts are paid.
Each Customer must maintain a cumulative outstanding accounts payable balance below approved credit limit as indicated by ABMRC. ABMRC reserves the right, in its sole discretion, to adjust credit limits or to require payment in advance at any time.
All pricing is quoted as F.O.B. shipping point, standard ground shipments to destinations within the continental U.S. Customer will be responsible for shipping and handling charges as set forth on the invoice. Title and risk of loss shall pass to Customer as soon as the goods have been placed on board the carrier at the point of shipment. Customer shall submit to ABMRC all claims for shortages in shipment within 15 calendar days of receipt of such shipment by Customer detailing part number, lot number and quantities received. Any special shipping and/or packing expense shall be paid by Customer, and Customer shall bear all applicable taxes, duties, and similar charges that may be assessed against the Products upon or after their shipment from the shipping point. Where Customer requests expedited or special handling of shipments, ABMRC reserves the right to charge Customer a reasonable surcharge.
Each Customer must meet individual minimum order requirements of no less than $200 per invoice. Customers must order only in case quantities as defined in price purchase schedule.
Each Customer will transmit orders for Products to ABMRC. All orders for Products are subject to acceptance by ABMRC, and ABMRC shall have no liability to any Customer with respect to purchase orders that are not accepted. Partial acceptance of a purchase order shall not constitute the acceptance of entire order. Each Customer shall submit purchase orders to ABMRC in accordance with ABMRC’s lead times then in effect which shall be communicated to the Customer upon its request. Notwithstanding the foregoing, each Customer acknowledges and agrees that the shipment and delivery dates are estimates only. Each Customer expressly agrees that this Policy shall govern the terms and conditions of the purchase and sale of Products. In the event any Customer’s purchase order contains any provisions that conflict with any provision of this Policy, the conflicting provisions in the purchase order shall be deemed to be void, notwithstanding ABMRC’s acceptance of the order, and the provisions of this Policy shall control.
ABMRC will employ its best efforts to fill a Customer’s orders promptly on acceptance but reserves the right to allot available inventories among Customers at its discretion. Except for ABMRC’s Products that are Defective at the time of sale to the Customer, ABMRC shall not be obligated to accept any Products that are returned. In the event such returns are accepted, ABMRC may impose a reasonable restocking charge.
Purchase orders for Products may be canceled or rescheduled prior to shipment with confirmation between the Customer and ABMRC.
Customer shall inspect all Products promptly upon receipt thereof and may reject any Product that is Defective as a result of an act or omission by ABMRC, provided that Customer shall (i) within 15 calendar days after receipt of such alleged Defective Product, notify ABMRC of its rejection and request a Return Material Authorization (“RMA”) number, and (ii) within 30 days of receipt of the RMA number from ABMRC, return such rejected Product to ABMRC. Products not rejected within the foregoing time periods shall be deemed accepted by Customer. In the event ABMRC determines that the returned Product is Defective and properly rejected by Customer, ABMRC shall at its option repair or replace such Defective Product or accept return for credit of such Defective Product. ABMRC shall return to Customer, freight prepaid, all repaired or replaced Products properly rejected by Customer. In the event any rejected Product is determined by ABMRC to not be Defective or to have been modified or subjected to unusual electrical or physical stress, misuse, abuse or unauthorized repair, Customer shall reimburse ABMRC for all costs and expenses related to the shipping, insurance, inspection, repair, if any, and return of such Product to and from Customer.
ABMRC reserves the right from time to time in its sole discretion, without incurring any liability to Customer with respect to any previously placed purchase order, to discontinue or to limit its production of any Product; to allocate, terminate or limit deliveries of any Product in time of shortage; to alter the design or construction of any Product; to add new and additional products to the “Products;” and upon at least 30 days prior written notice to Customer, to change its sales and distribution policies. ABMRC reserves the right, in its sole discretion, to immediately terminate purchase activity with a Customer buying or selling Product in a manner that is inconsistent with this policy or any other policies of ABMRC or with Local, State, Federal, and International statutes and regulations.
Each Customer will use commercially reasonable efforts to rotate its inventory based on Product lot number and expiration date.
Each Customer agrees to comply with the ABMRC U.S. Customer Return Goods Policy set forth on Appendix A. ABMRC reserves the right to amend such policy in its sole discretion at any time upon written notification to Customers.
Each Customer takes full responsibility to meet Product storage requirements per ABMRC’s Instructions for Use for the applicable Product and shipping requirements provided by ABMRC.
The warranty for each Product will be as set forth in the product package insert for such Product. Except to the extent required by applicable law, No Customer shall pass on to its customers a warranty of greater scope, duration, or protection than the warranty (including the limited remedy, exclusions, and limitation of liability) set forth in ABMRC’s package inserts for any Product. ABMRC MAKES NO WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, AND ABMRC SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING THE FOREGOING, ABMRC DOES NOT EXCLUDE LIABILITY TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE EXCLUDED OR LIMITED BY LAW.
By purchasing Products pursuant to this policy, each Customer agrees that it will not purchase Products from any entity other than ABMRC or an authorized distributor of ABMRC. Furthermore, each Customer agrees that it shall only sell or dispense Products directly to Consumers.
Customers and their affiliates may not purchase or sell Counterfeit Goods. Any such purchase of Counterfeit Goods constitutes a breach of this Policy and will result in forfeiture of status as a Customer of ABMRC and may result in criminal and civil charges.
Customers may not divert Products, knowingly except for return Diverted Product, knowingly distribute Diverted Product accepted by it on return and stocked for resale, or otherwise distribute Diverted Product.
No Customer will use, authorize, or permit the use of, the name or any other trademark or trade name owned by ABMRC as part of its firm, corporate or business name in any way. No Customer shall contest the right of ABMRC to exclusive use of any trademark or trade name used or claimed by ABMRC. A Customer may, subject to ABMRC’s approval regarding reproduction of same, utilize ABMRC’s name, trademarks, and logos in advertising, on stationery and business cards, or on its website.
Each Customer agrees to pay promptly all amounts due to ABMRC in accordance with terms of sale extended by ABMRC.
Each Customer will provide, at ABMRC’s request, a detailed reconciliation of ABMRC’s statements of account with such Customer’s records, listing all differences, and showing net amount Customer acknowledges due to ABMRC. This may be required in the event of chargeback discrepancies, etc. In addition to any other right or remedy to which ABMRC may be entitled, shipments may be suspended at ABMRC’s discretion in the event any Customer fails to discharge promptly and faithfully each obligation in this Policy.
ABMRC shall have the right, upon reasonable notice and during regular business hours, to audit a Customer’s relevant records to determine whether such Customer is in compliance with this Policy. ABMRC reserves the right to its sole discretion to limit or restrict shipment to a Customer unable or unwilling to provide requested documentation.
Such audits shall be limited to one in any twelve-month period, except that ABMRC shall have the right to conduct an audit sooner than every twelve months in the event ABMRC has a reasonable basis for suspecting that a Customer has breached this, Policy. Each Customer shall maintain the relevant records for at least a period of five (5) years (or longer, to the extent required by regulatory requirements) following the last date of shipment of Products. Each Customer shall keep and maintain accurate records with respect to the shipment of Products reported by such Customer.
Each Customer agrees to permit ABMRC to be present during any federal, state, or local regulatory agency inspections directly related to Products.
During the Term, the Customer shall maintain comprehensive and up-to-date records in connection with its purchases of the Products from the Manufacturer and sales of the Products to customers, including reports identifying the relevant Products sold by serial number, customer’s name, contact person’s name, sold date and ship date at a minimum ensuring there is no data loss or deterioration.
Upon termination of the agreement between ABMRC and the Customer, ABMRC requests that Customer provide all sales tracing documents related to products sold pursuant to the agreement. Sales tracing documents include, but are not limited to, invoices, purchase orders, shipping records, and any other records or documentation necessary to trace the sale and distribution of the products. The Customer shall provide such documents within 5 days of the termination.
Each Customer agrees to promptly notify ABMRC of the following: (i) in the event a federal, state or local regulatory agency contacts such Customer inquiring about Products; (ii) any investigation or inspection, excluding normal or customary audits, by federal, state or local regulatory agency directly related to Products and that could reasonably be expected to have a material impact on such Customer’s ability to distribute Products; (iii) regarding Product complaints that are deemed reportable to any federal, state or local regulatory agency.
Each customer agrees to notify ABMRC within 24 hrs. of the reportable complaints may include the occurrence of any adverse event or any serious incident. When the Manufacturer requires additional information for internal investigations to determine the underlying cause, the Customer shall assist the Manufacturer in liaising with the end user of any such reportable complaint.
Each Customer agrees to notify ABMRC within 2 business days of the following: (i) any negative inspection by federal, state, or local agency that could reasonably be expected to have a material adverse impact on such Customer’s ability to distribute Products; (ii) any license, certifications, or the like, necessary for such Customer to distribute Products have been revoked or not renewed.
ABMRC agrees to promptly notify each Customer of any recall or voluntary market withdrawal, or field safety corrections of Products distributed by such Customer. Each Customer shall promptly contact ABMRC at 877-226-7201, in the event it becomes aware of any complaints regarding product quality, safety or performance.
At ABMRC’s request, each Customer shall provide ABMRC with all reasonable assistance in obtaining and receiving any Product distributed by such Customer that has been recalled or withdrawn.
As permitted by applicable laws, each Customer agrees to provide ABMRC with a first consignee list (including the list of end users) in the event of a Product recall. The first consignee list shall include the Consumer’s name, mailing address, contact information (phone number, email, etc.) and serial number (if possible, the UDI details). In the event a first consignee list cannot be provided, Each Customer agrees to forward applicable recall information/notices on behalf of ABMRC to the corresponding first consignees. Based on the recall or voluntary market withdrawal, if the federal, state, or local regulatory agency requests the data on consignee information and/or any other information required for full implementation of the actions mandated by the recall or withdrawal, the customer shall share the requested data with ABMRC within the expected timelines set by the federal or regulatory agencies.
Each Customer shall abide by all applicable Federal, State and Local statutes and regulations governing resellers of similar products.
Each customer agrees to comply (in so far as applicable) with all laws and regulations applicable to it and affecting the formulation, manufacture, packaging, labelling, promotion, use, sale, or supply of the Product.
From time to time, ABMRC may disclose to a Customer certain confidential or proprietary information (“Confidential Information”), including but not limited to product designs, procedures, specifications or other scientific or technical information, development, engineering and manufacturing information, clinical data, manufacturing or other process information, financial information, marketing, research or strategic information, and other similar information or data. In addition, any pricing information relating to Products shall be deemed to be Confidential Information. Each Customer shall keep such Confidential Information strictly confidential and shall refrain from using such Confidential Information except for the purposes set forth in this Agreement. This Policy does not replace or supersede any existing non-disclosure or confidentiality Agreements between ABMRC and its Customers.
“Confidential Information” shall include all information provided by ABMRC to a Customer in writing (or, if initially disclosed orally, visually and/or in another form, is thereafter confirmed in a writing marked “Confidential” within 30 days of initial disclosure). “Confidential Information” does not include information that: (a) at the time of disclosure is generally available to the public, or thereafter becomes generally available to the public through no act of the Customer in violation of this Policy; (b) was in the possession of the Customer prior to the time of disclosure; or (c) is independently disclosed to the Customer by a third party lawfully entitled to possess and disclose such Confidential Information.
Nothing shall restrict a Customer from disclosing Confidential Information to the extent required under applicable laws or regulations or a court or other governmental order, provided that the Customer provides ABMRC with reasonable advance notice of such disclosure requirement and affords ABMRC the opportunity to oppose or limit, or secure confidential treatment for, such required disclosure, and the Customer discloses only that portion of the Confidential Information that it is legally required to disclose.
This policy applies to all U.S. Customers that are approved and authorized to purchase directly from ABMRC in the U.S.
We recognize that neither ABMRC nor ABMRC’s Customers may have total control over each of the steps in the Product distribution cycle and we, therefore, endorse the following as reasonable returned goods Product guidelines and expenses.
Returned Product qualifies for credit if damaged and unsalable meaning a given ABMRC branded Product fails to meet quality and packaging standards and is, therefore, unacceptable for offering to customers or Product directed to be returned by an authorized ABMRC recall.
Returned Product does not qualify for credit that is included but not limited to the following list:
NOTE: ABMRC does not accept any deductions for returned product prior to the date the product is received at our location(s).
Obtain authorization from ABMRC for return (see phone number below).
Include the following information:
All returns must be assigned an RMA number by ABMRC prior to return. Items returned without an RMA will not be accepted.
Dornier Med Tech
1155 Roberts Blvd NW
Kennesaw, GA 30144
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