Соглашение на услуги по снабжению лекарственными средствами рецептурного отпуска
Prescription Drugs Supply Services Agreement
(на английском языке)
Схема сделки - поставщик является оптовым продавцом и дистрибьютором отпускаемых по рецепту лекарств, фармацевтических препаратов, товаров для здоровья и косметических продуктов, обычно продаваемых в розничных аптеках. Покупатель желает организовать сбыт таких товаров через свой интернет-магазин. Предметом контракта является поставка определенной продукции покупателю, причем поставщик принимает на себя обязательства по упаковке товаров определенным образом, для ее дальнейшей доставки конечным потребителям.
This Agreement is made and entered into this XX day of X, 20XX, by and between <Part 1>, having a principal place of business at <> (hereinafter referred to as "Supplier"), and <Part 2>, having its principal place of business at <> (hereinafter referred to as "Buyer").
WHEREAS, Supplier is a wholesale supplier and distributor of prescription drugs, pharmaceuticals, health and beauty care products and other over the counter products customarily sold in retail pharmacies; and
WHEREAS, Buyer is in the process of establishing an internet based on-line shopping site for the retail sale of products customarily sold in retail pharmacies; and
WHEREAS, Buyer desires to purchase from Supplier certain items, to furnish other items from sources other than Supplier, and to provide for the packaging for both such products by Supplier for shipment by Buyer to its customers who order said products from its internet based on-line shopping site; and
WHEREAS, Supplier desires to sell specified products to Buyer, to package said products together with products provided by Buyer and deliver the same to Buyer for sale by Buyer to its customers through Buyer's internet based on-line shopping site;
NOW, THEREFORE, in consideration of the mutual obligations and promises and additional consideration set forth herein, Supplier and Buyer agree as follows:
The following terms shall have the definitions as set forth below.
(a) Supplier Inventory - those items, products and goods owned by Supplier to be sold to Buyer consisting initially of approximately XXX shelf keeping units (SKU), currently purchased as inventory by Supplier for its own account together with those additional line items which Supplier agrees to add to its inventory at the request of Buyer.
(b) Buyer Inventory - those items, products and goods owned by Buyer and supplied to Supplier with the approval of Supplier (which shall not be unreasonably withheld) for packaging for shipment to Buyer's on-line customers consisting initially of approximately
(c) Line - means one or more items of the same shelf keeping unit (SKU) as that term is customarily used in the pharmaceutical and health and beauty care products wholesale industry.
(d) Deadnet Cost - means the manufacturer's wholesale list price reduced by applicable vendor allowances and cash discount, if any.
(e) Delivery Point - the staging area in the building located at <>, where packaged and sealed goods, labeled and ready for shipment, are delivered by Supplier to Buyer. Supplier shall determine and designate the staging area.
2. Supplier inventory
Supplier agrees to sell and Buyer agrees to buy Supplier Inventory to supply orders of goods made by customers of Buyer on its internet based on-line shopping site during the term of this agreement upon the following terms:
(a) The price to be paid by Buyer for items of Supplier Inventory shall be the current Deadnet Cost plus XX of Deadnet Cost for each item purchased by Buyer.
(b) Supplier shall bill Buyer daily for Supplier Inventory purchased by Buyer.
(c) Buyer shall pay Supplier within 15 days of invoice date by electronic funds transfer to the following account:
Account Name: XXX
Account #: XXXXXXXXXXXXXXXX
(d) Buyer shall deposit the sum of $XX,000.00 with Supplier as security for payment of amounts owed to Supplier by Buyer for purchases of Supplier inventory. If any invoice remains unpaid on the 18 day after the date of the invoice, Supplier may deduct from the deposit the amount necessary to pay said invoice. The deposit amount shall be replenished by Buyer within 2 days of receipt by Buyer of notice from Supplier. If at any time, and each time, that monies owed by Buyer to Supplier for purchases of Supplier inventory exceed the deposit amount by 10% of the deposit amount, Buyer shall increase the deposit to a sum equal to 100% of the monies owed to Supplier; provided, the security deposit shall not be less than $XX,000.00 during the period of time for which a deposit is required.
(e) If Buyer remains current in its payment of invoices owed to Supplier for Supplier inventory without any material invoices becoming past due during the first 6 months commencing with the date of the first purchase by Buyer from Supplier, the requirement for a deposit shall be terminated and the deposit amount shall be applied by Supplier to the next occurring invoices until the deposit has been exhausted. However, should any invoice not be paid when due (thus, requiring payment made from the security deposit), during the first 6 months, the requirement for the security deposit shall continue until such time as 6 months have expired without any past due invoices.
(f) Upon termination of this agreement, either at the expiration of the term or the expiration of any extended or carry over term or for any other reason, after payment of all sums owed by Buyer to Supplier under the terms of this Agreement, including but not limited to invoices for purchases of Supplier inventory and handling charges, the security deposit, or such portion thereof remaining, if any, shall be paid by Supplier to Buyer. Upon termination of this Agreement, either at its original term or any extended or carry over term or for any other reason, the security deposit may be applied by Supplier upon any and all amounts owed by Buyer to Supplier under the terms of this Agreement.
(g) Buyer is not required to send any orders to Supplier for Supplier Inventory or Buyer Inventory, or purchase any Supplier Inventory beyond the requirements set forth in Section 6(c).
3. Buyer Inventory
Buyer shall order and have shipped to the premises of Supplier at <>, the Buyer Inventory in accordance with the following terms:
(a) For so long as Buyer uses Supplier services to fulfill orders of Buyer inventory, Buyer may use the inventory purchase and management system that is currently used by Supplier. In the event Buyer elects not to use the Supplier inventory purchase and management system, Supplier shall create the interface to accept the completed purchase order data from Buyer's system to Supplier's system.
(b) In the event Buyer elects to use Supplier's inventory and management system, Buyer shall coordinate the purchase of all Buyer inventory through Supplier; however, all such purchasing shall be in the name of Buyer, billed to Buyer and paid by Buyer directly to the manufacturers and/or distributors. At no time shall Supplier be responsible for the mis-ordering, mis-shipment or other errors relating to the ordering and receipt of Buyer Inventory. Buyer shall have Buyer Inventory shipped to the premises of Supplier at <>.
(c) In the event Buyer elects to use Supplier's inventory purchase and management system and Supplier incurs any fees or other charges for allowing such use by Buyer, Buyer will reimburse Supplier for any and all such charges or fees within 15 days of the date of the invoice from Supplier to Buyer for said charges or fees.
(d) In the event Buyer elects to use Supplier's inventory purchase and management system, Buyer shall be responsible for, and bear the expense of, maintaining the integrity of the Buyer Inventory files.
4. Product Orders
Orders by customers of Buyer shall be forwarded by Buyer to Supplier. Upon Supplier's receipt of confirmation of the purchase from Buyer, the order shall be handled in the following procedure:
(a) Supplier shall pick those items of Supplier Inventory from its product inventory;
(b) Supplier shall pick those items of Buyer Inventory from the Buyer Inventory stored on the Supplier premises;
(c) Supplier shall validate order accuracy (using hardware and software supplied by Buyer and in accordance with reasonable Buyer approved procedures), pack the ordered items in boxes and/or other packaging materials provided by Buyer, seal and label the package for shipment;
(d) Supplier shall deliver the package to the Buyer employees at the Delivery Point;
(e) Buyer shall accept the goods at the Delivery Point at which time title to the Supplier Inventory in the package passes to Buyer, and the wholesale sale of the Supplier Inventory items is completed.
5. Shipping of Products
(a) All materials required for shipment of products, including but not limited to all boxes, packages, packing materials, tape, and labels shall be provided by Buyer at its own expense.
(b) Buyer shall be fully responsible for all packaged products once they have been delivered to Buyer or its agents at the Delivery Point by Supplier. Buyer shall provide and make arrangement for shipping of packaged products and shall pay all shipping charges from the Delivery Point except as hereinafter provided.
6. Handling Fees and Bonus Payments
Buyer shall pay to Supplier handling fees and bonus payments for the handling, picking and packaging for shipment of both Supplier Inventory and Buyer Inventory in accordance with the following terms:
(a) Buyer shall pay to Supplier a basic handling charge of XXX per order of goods which shall include up to ZZZ Lines of product regardless of the quantity of items of any one particular line of product. In addition, for each Line of product in excess of 000 for each order, Buyer shall pay to Supplier an additional YYY per Line. In determining the number of Lines of product in an individual order, both Supplier Inventory and Buyer Inventory shall be included. The picking and packing of samples, leaflets and other marketing materials shall not be considered a Line. However, if the picking and packing of such items materially increases the cost of fulfillment to Supplier, Supplier shall notify Buyer. The parties will, within five days of such notice, discuss methods to reduce or eliminate the additional cost to Supplier, including reducing the picking and packing requirements for such materials or paying Supplier its cost for picking and packing such materials. In the event the parties fail to reach an agreement, to reduce or eliminate the additional costs to Supplier within ten days from the date of Supplier's notice to Buyer, Supplier may discontinue the picking and packing of samples, leaflets and other marketing materials until such time the parties may so agree; and any such failure by Supplier to pick and pack any such samples, leaflets or other marketing materials shall not be considered a terminable event by either party under the terms of this Agreement.
(b) Supplier shall invoice Buyer for handling charges daily. Invoices are due on the fifteenth (15th) day after the date of the invoice (net 15 days) and must be paid by electronic funds transfer to the account specified in paragraph 2(c) above.
(c) Buyer hereby guarantees a minimum of 00 customer orders for product to be handled by Supplier during the three-year term of this Agreement. If Buyer (1) ceases business for any reason and/or this Agreement is terminated for any reason other than default or breach by Supplier, or (2) does not send XXX.000 orders to Supplier during the initial three-year term, Buyer shall pay to Supplier a sum calculated as follows: