EXHIBIT 10.2
AMERICAN ASSOCIATION FOR HOMES & SERVICES FOR THE AGING
WOUND AND SKIN CARE PURCHASE AGREEMENT
THIS WOUND AND SKIN CARE PURCHASE AGREEMENT (the "Agreement")
is made and entered into as of the 27th day of August, 1998 by
and between American Association for Homes & Services for the Aging
("AAHSA"), a Delaware corporation, on its own behalf and on behalf of the
"AAHSA" membership (the "Buyer") and Xxxxxxxxxx Laboratories, Inc.,
having its principal place of business at 0000 Xxxxxx Xxxx Xxxx,
Xxxxxx, XX 00000 , ("Seller").
AGREEMENT:
1. Agreement to Purchase. Upon receipt of a Purchase Order, Seller
agrees to sell and deliver to Buyer, and Buyer agrees to purchase from
Seller, the following described Wound and Skin Care products or services
at the prices set forth herein, subject to and in accordance with the
terms and conditions, covenants and agreements of the Terms and
Conditions attached hereto as Exhibit A and incorporated herein by
reference. This is a Wound and Skin Care Purchase Agreement.
2. Products and Prices. See Exhibit B. Pricing firm from August
27, 1998 to October 31, 1999, then not more than a five percent (5%)
increase per year for subsequent two years.
F.O.B.: Destination per Distributor of choice, i.e., Xxxxxx
Corporation, McKesson, General Medical, or others if requested.
Payment Terms: Per Distributor of choice, i.e., Xxxxxx
Corporation, McKesson, General Medical, or others if requested.
3. Term. The term of this Agreement shall be for a period
commencing on the 27th day of August, 1998 and expiring on the
26th day of August , 2001. Terms and condition for this Agreement are
firm for this period, unless specifically provided herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
AMERICAN ASSOCIATION FOR XXXXXXXXXX LABORATORIES, INC.
HOMES & SERVICES FOR THE AGING
By: /s/Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxx
Title: Director Group Purchasing Title: Vice President, Sales & Marketing
("Buyer") ("Seller")
EXHIBIT A
TERMS AND CONDITIONS
1. Contract period: August 27, 1998 to August 26, 2001.
2. Prices will be firm from August 27, 1998 to October 31, 1999, then
not more than a five percent (5%) increase per year for subsequent
two years.
3. Contract includes a short-term cancellation clause: 30 days
Termination. Either party may terminate this Agreement for any
reason upon 30 days written notice. Seller shall discontinue work
under this Agreement immediately upon receipt of such notice and
shall take all necessary steps to protect work completed. At Buyer's
election, Seller shall deliver any portion of the goods, with all
warranties, or shall dispose of such goods as Buyer may reasonably
direct. Seller shall be entitled to (a) the agreed price of all
goods delivered pursuant to this Agreement; (b) all actual costs
incurred by Seller in connection with goods not completed or
delivered to Buyer (except that there shall be no allowance for such
goods that are Seller's standard stock); and (c) reasonable
termination fee intended to compensate Seller for unrecoverable costs
incurred, provided that the total of such amounts shall not exceed
the total price stated in this Agreement.
4. All goods must be delivered FOB destination. (Per Distributor of
Choice, i.e., Xxxxxx Corporation, or McKesson, General Medical, or
others if requested.
5. Payment terms are: (Per Distributor of choice, i.e., Xxxxxx
Corporation, McKesson, General Medical, or others if requested.)
6. Products are provided for evaluation at no charge as needed for
evaluation for conversion to Xxxxxxxxxx products.
7. Fill rate is guaranteed at 99 percent. (Refers to Back Orders)
8. Manufacturer will fill back orders with approved substitutes at no
additional cost to facility.
9. Liability Insurance Certificate will be provided.
10. Value added services include:
Xxxxxxxxxx offers the Xxxxxxxxxx SmartOutcomes System Program. This
program is being established to assist long term care facilities with
the implementation of the Medicare changes. See attached brochure
and seminar schedule.
CONTACT PERSON FOR "AAHSA": Name, Address, Phone & Fax Number
Xxxx Xxxxxxxx, Sales Operations Manager
Xxxxxxxxxx Laboratories, Inc.
0000 Xxxxxx Xxxx Xxxx
Xxxxxx, XX 00000
Phone: 000-000-0000, ext. 1222; Fax (000) 000-0000
