Orders from a customer (”Customer”) are subject to acceptance by Moore Medical LLC (”Moore”) at its executive office only. Acceptance by Customer of any goods from Moore will constitute acceptance of these terms and conditions. No terms and conditions appearing in Customer‘s order that are in variance with or contrary to Moore‘s terms and conditions will be binding upon Moore unless specifically agreed to in a writing signed by Moore.
Amendments, Reschedule, Additional Quantities
These terms and conditions may be amended only by a subsequent writing that specifically
refers to these terms and conditions and that is signed by both parties.
All of the terms herein will apply to additional quantities of Products ordered
by Customer, except to the extent those additional quantities are covered by a new
written signed agreement.
Notwithstanding anything in this Agreement to the contrary, the pricing and terms of this Agreement will be proprietary and confidential to Moore, and Customer and each Customer will not disclose such pricing and terms without the prior written consent from Moore. Moore will have the right to share any Confidential Information (as defined in Section 3.2 below) with its affiliate companies.
3.1. Notwithstanding anything in this Agreement to the contrary, the pricing and terms of this Agreement will be proprietary and confidential to Moore, and Customer and each Customer will not disclose such pricing and terms without the prior written consent from Moore. Moore will have the right to share any Confidential Information (as defined in Section 3.2 below) with its affiliate companies.
3.2. Return of Confidential Information. The Recipient will return to the Discloser, and destroy or erase all of the Discloser‘s Confidential Information in tangible form, upon the expiration or termination of this Agreement, and the Recipient will promptly certify in writing to the Discloser that it has done so. The Recipient may retain one (1) copy of Confidential Information for its legal archives, provided that such Confidential Information will remain subject to the provisions of this Agreement unless and until the Confidential Information is returned to the Discloser. For purposes of this Agreement, (i) the "Recipient" means the party receiving the Confidential information from the Discloser; (ii) the "Discloser" means the party disclosing the Confidential information to the Recipient; and (iii) "Confidential Information" means non-public information relating to the Discloser‘s business, including technical, marketing, financial, personnel, planning, medical records and other information that is marked confidential or which the Recipient should reasonably know to be confidential given the nature of the information and the circumstance of disclosure, including the information set forth in Section 3.1 above. Notwithstanding the foregoing, Customer acknowledges that Moore will provide information and reports to GPOs, Suppliers, and other third parties relating to Buyer‘s purchases from Moore. Customer hereby waives any rights of confidentiality with respect to such information to the extent necessary to allow Seller to provide such information to GPOs, Suppliers, and other third parties.
Invoices will be dated as of the date of the shipment, and unless otherwise agreed in writing, are payable on an open account net thirty (30) days basis from the date of invoice.
Late charges may be charged on past due accounts at the rate of the lower of one and a
half percent (1.5%) per month or the highest rate permitted by law.
All payments will be made in United States dollars and may be made by check, wire
transfer, Visa, MasterCard or American Express. A Twenty-Five Dollar ($25.00)
fee will be assessed for each returned check. Moore may suspend shipment of
Products to Customers who are not credit worthy or whose accounts are past due,
at no liability to Moore. Due to Supplier‘s price increases or decreases or
other events outside of Moore‘s reasonable control, pricing is subject to change
without prior notification. Customer is responsible for all federal, state or
local sales, use or excise tax imposed with respect to the Products.
Delivery and Associated Charges
Moore will use its reasonable efforts to deliver Products on or before the estimated delivery date, but will not be liable in damages or otherwise for failure to do so, regardless of the cause. All backordered items will be shipped immediately upon receipt from a Supplier. Moore reserves the right to cancel any item from Customer‘s order if the item is not received within thirty (30) days from the date of the backorder. Moore has the sole right to select the form of transportation. Shipment of Products per routine order to Customer and subsequent backorders related to the original shipment will be shipped FOB Destination, except for drop shipments, which will be shipped in accordance with the supplier‘s shipping policies. The cost of shipment, if any, will be paid by Moore and added to Customer‘s invoice Any freight charges for special handling or for shipments involving export sales are the responsibility of Customer and will be added to Customer‘s invoice. Shipping charges are subject to change without notice. Customer will pay all shipping charges on special order drop shipments. Furniture and large equipment is shipped to Customer‘s dock. Additional charges will be applied for lift gate service, inside delivery, or set up. Certain products may be subject to different or additional shipping terms including those Products described below:
5.1. Drop Shipments. Drop shipped items will be shipped directly from the Supplier. Since delivery times may vary, please ask Moore‘s representative for details when placing an order.
5.2. Refrigerated Shipments. Any item requiring refrigeration may be shipped separately from the rest of an order. Items are shipped on ice Monday through Wednesday only, and will arrive in two (2) business days. Add Six Dollars and Ninety-Five Cents ($6.95) per order to cover additional handling. Refrigerated items cannot be returned.
5.3. Hazardous Materials. The Department of Transportation has determined that shipment of hazardous materials requires special handling. Hazardous material charges will be the responsibility of Customer and will be added to Customer‘s invoice. Please see important information in the Returns Section.
5.4. Licensure/DEA License Required. In order to ship prescription drugs and devices and other controlled substances to a Customer, a copy of Customer‘s current medical and DEA License must be on file with Moore.
Force Majeure Except for the obligation to pay money, a party will not be liable to the other party for any failure or delay in performance caused by fires, shortage of materials or transportation, government acts, acts of terrorism, or any other matters beyond the first party‘s reasonable control, and such failure or delay will not constitute a material breach of this Agreement.
Governing Law; Consent to Jurisdiction
These terms and conditions are governed by the laws of the Commonwealth of Virginia, U.S.A. (without regard to its conflicts of laws). The United Nations Convention on Contracts for the International Sale of Goods will not apply to these terms and conditions and the sale of the Products hereunder. Customer hereby consents to the jurisdiction of the federal and state courts located in the Commonwealth of Virginia in connection with any dispute that may arise hereunder, and Customer herby waives any objections it may have to the jurisdiction or venue of the Virginia courts.
Government Contracts Unless specifically notified and agreed to in writing by Moore, Moore will not be bound by the terms of any government contracts to which Customer may be a party.
Limitation of Actions No action, regardless of form, arising out of these terms and conditions may be commenced more than one (1) year after the cause of action has occurred, except an action for nonpayment.
Limitation of Liability IN NO EVENT WILL MOORE BE LIABLE TO CUSTOMER UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHETHER OR NOT MOORE IS ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES WHETHER BASED ON BEACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE (INCLUDING LOST PROFITS) FROM ANY CAUSE. MOORE‘S LIABILITY ON ANY CLAIM FOR LOSS, COST, DAMAGE, EXPENSE OR OTHER LIABILITY ARISING OUT OF OR CONNECTED WITH THESE TERMS AND CONDITIONS, OR ANY OBLIGATION RESULTING THEREFROM, OR THE MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR, SERVICE, OR USE OF ANY PRODUCT (INCLUDING, BUT NOT LIMITED TO, LOSS LIABILITY ARISING FROM BREACH OF CONTRACT) WILL IN NO CASE EXCEED THE PRICE OF SUCH PRODUCTS INVOLVED IN SUCH CLAIM.
To the extent 42 U.S.C. Section 1395 x(v)(1)(I) and 42 C.F.R. Subpart C of Part 405, 42 C.F.R. Subpart D of Part 420, or 42 C.F.R. Subpart B of Part 455 apply to this Agreement, Moore will maintain records of all purchases made by Customer for a period of four (4) years and will make same available for inspection by the Secretary of Health and Human Services or the Controller General of the United States, or their duly authorized representatives, upon request.
In the event any Product hereby sold is used by Customer in a manner causing unauthorized patent infringement, Customer will hold harmless and indemnify Moore as to any and all damages and costs for which Moore may become liable because charged with contributing to or inducing such infringement.
Product Changes Factors beyond Moore‘s control and the need for continuing improvements of Products require the making of changes in Products from time to time. Moore reserves the right to make reasonable changes in Moore Brand Products of any kind without notice, and to deliver revised versions of such Moore Brand Products against any order, unless this right is specifically waived by it in writing. Moore will have no responsibility whatsoever with respect to the changes made by the Supplier of Products sold by, but not manufactured by, Moore and Customer acknowledges that such Products are subject to change at any time and from time to time.
Reporting of Discounts, Rebates or Other Price Reduction Programs
CUSTOMER WILL BE RESPONSIBLE FOR REPORTING ALL PRICES, DISCOUNTS, AND REBATES TO REIMBURSING AGENCIES TO THE EXTENT REQUIRED BY LAW OR REGULATION, INCLUDING MEDICARE AND MEDICAID, AND OTHER ENTITIES, MAINTAINING RECORDS THEREOF, AND PROVIDING INFORMATION TO REIMBURSING AGENCIES, IN ACCORDANCE WITH ALL APPLICABLE LAWS. ANY PRICE REDUCTIONS OR DISCOUNT PROGRAMS DESCRIBED IN THE INVOICE ARE INTENDED TO BE A DISCOUNT WITHIN THE MEANING OF APPLICABLE FEDERAL AND STATE ANTI-KICKBACK LAWS, INCLUDING, 42 U.S.C. 1320A-7B(B) AND THE DISCOUNT SAFE HARBOR PROMULGATED THEREUNDER AND CURRENTLY FOUND AT 42 C.F.R. 1001.952(H). CUSTOMER UNDERSTANDS THAT THE INVOICE MAY NOT REFLECT THE NET COST OF A PRODUCT DUE TO A REBATE OR OTHER DISCOUNT PROGRAM.
CUSTOMER REPRESENTS AND WARRANTS THAT IT WILL SATISFY ANY AND ALL REQUIREMENTS IMPOSED ON BUYERS, INCLUDING WHEN REQUIRED BY LAW, THE REQUIREMENT TO ACCURATELY REPORT, OR MAKE AVAILABLE UPON REQUEST BY A FEDERAL OR STATE HEALTH CARE PROGRAM, THE NET COST ACTUALLY PAID BY SUCH CUSTOMER FOR THE PRODUCTS AND SERVICES COVERED BY THE INVOICE. FOR PURPOSES OF COST REPORTING REQUIREMENTS UNDER A FEDERAL OR STATE PROGRAM WHICH PROVIDES COST BASED REIMBURSEMENT, CUSTOMER UNDERSTANDS THAT ANY SUCH DISCOUNTS, INCLUDING REBATES, SHOULD BE PROPERLY ALLOCATED ON A UNIT BASIS SO AS TO REPORT A NET SALE PRICE THAT ACCURATELY REFLECTS THE TOTAL AMOUNT OF THE DISCOUNT RECEIVED.
CUSTOMER MAY REQUEST INFORMATION FROM MOORE IN ORDER TO MEET CUSTOMER‘S REPORTING OR DISCLOSURE OBLIGATIONS BY CONTACTING MOORE IN WRITING AT THE FOLLOWING ADDRESS: 1690 NEW BRITAIN AVENUE, FARMINGTON, CONNECTICUT 06032.
Resale of Products
Customer hereby certifies that it is purchasing Products from Moore for its own use and will not resell or redistribute Products. A breach of this Section 15 will be deemed a material breach.
Return Goods Policy
Subject to applicable law, Moore will process returned goods for Products purchased from Moore, in accordance with its then standard Return Goods Policy. Moore‘s current Return Good Policy is as follows:
• Damaged Goods. All deliveries should be inspected for shipping damage before accepting delivery. If damage has occurred, Customer should note the extent of the damage on the freight bill and contact Moore immediately. Claims for loss or damage in transit must be entered and prosecuted by Customer. Moore‘s responsibility for loss or damage of Product to be returned to Moore ceases when the Products are accepted by the carrier. In no event will Moore be held liable for any damages or expenses caused by delay in delivery.
• Inspection/Returns; Shortages. Customer will have five (5) days from the date of delivery to inspect the Products and to reject any or all Products which are defective or nonconforming. Products rejected may be promptly returned to Moore at Moore‘s expense; provided however, such Products are returned no later than forty-five (45) days from invoice date. Credit will be given for incorrectly shipped, damaged, or defective products. In no event will Moore consider claims for damage or errors in shipment unless notice of such claims are transmitted to Moore within five (5) days after receipt of the allegedly damaged goods together with documentation substantiating the claim and unless made with the freight carrier in accordance with such carrier‘s policies and procedures. All return freight charges for Products that are deemed to be not defective or nonconforming are the responsibility of Customer. All Product shortages must be reported to Moore‘s Customer Relations department at 1-800-234-1464, within five (5) days of invoice date. The following Products have return restrictions or are not returnable and Customer should contact Moore‘s Customer Relations for further information:
• All pharmaceutical Product returns must be requested by Customer and approved by Moore‘s Customer Service Department within seven (7) days of date of invoice and such pharmaceutical Product must be returned to Moore within fifteen (15) days of such request and accompanied by a signed Prescription Drug Return Form.
• All over-the-counter and prescription medications that do not meet date requirements must be reported within five (5) days of receipt and will then be verified through warehouse for stocked merchandise dating.
• Controlled Substances
• Diagnostic Test Kits
• Discontinued Productss
• Drop Shipped or Special Order Products shipped from Supplier
• Expired Products
• Hazardous/ORM Materials call for details
• Items Shipped on Ice or Dry Ice
• Opened or Defaced Products
• Used Instruments
• Oxygen Tanks
• Exclusive Remedy. As Customer's exclusive remedy for any defect or nonconformity in the Product (referred to hereinafter as "Affected Products"), Moore will, in its sole discretion, either: (i) replace the Affected Product containing such defect or nonconformity; (ii) refund the price paid by Customer for the Affected Products; or (iii) credit Customer‘s accounts for the amount paid by Customer for the Affected Product. In furtherance of such undertaking, if Customer reasonably believes that any Product contains a defect or nonconformity for which Moore is responsible, Customer will inform Moore of the nature of such defect or nonconformity in reasonable detail and will request authorization from Moore to return the Affected Products to Moore or Moore‘s source for repair or replacement. All Products so returned will be shipped as so authorized, postage prepaid to Moore's facility or such other source specified by Moore.
Time for Bringing Action
Any action of any kind arising out of or in any way connected with this Agreement, other than collection of outstanding payment obligations, must be commenced within one (1) year upon which the cause of action accrued.
EXCEPT FOR MOORE BRAND PRODUCTS, MOORE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OF ANY PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. CUSTOMER WILL LOOK TO THE MANUFACTURER OF PRODUCTS AND THE PROVIDER OF SERVICES (IF OTHER THAN MOORE) FOR ANY WARRANTY THEREON. NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF MOORE HAS ANY AUTHORITY TO MAKE ANY AFFIRMATION, REPRESENTATION, OR WARRANTY CONCERNING PRODUCTS NOT SET FORTH IN THIS AGREEMENT.
CUSTOMER WILL NOT HOLD MOORE LIABLE FOR ANY DEFECT IN PRODUCTS OR SERVICES, REGARDLESS OF KIND. CUSTOMER AND CUSTOMER AGREES TO FILE SOLELY WITH MANUFACTURER OF THE PRODUCTS OR PROVIDER OF SERVICES (IF OTHER THAN MOORE) ANY CLAIM OR LAWSUIT ALLEGING LOSS, INJURY, DAMAGE, OR DEATH ARISING OUT OF OR CAUSED BY THE USE, SALE, DISTRIBUTION, OR POSSESSION OF PRODUCTS OR SERVICES.
WITH RESPECT TO MOORE BRAND PRODUCTS, MOORE WARRANTS, SOLELY FOR THE BENEFIT OF CUSTOMER FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY CUSTOMER, THAT SUCH MOORE-LABELED PRODUCTS, WILL BE FREE IN MATERIAL RESPECTS FROM DEFECTS IN MATERIALS AND WORKMANSHIP ("MOORE BRAND WARRANTY"). MOORE‘S OBLIGATION UNDER THIS MOORE BRAND WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT OF, OR REFUND FOR THE AFFECTED PRODUCT AT MOORE‘S OPTION. MOORE WILL HAVE THE SOLE RIGHT TO SPECIFY THE MANNER IN WHICH, AND THE PERSON BY WHOM, REPAIR OF A MOORE BRAND PRODUCT IS TO BE CARRIED OUT. THIS MOORE BRAND WARRANTY IS SUBJECT TO THE FOLLOWING PROVISIONS:
A. THE DEFECTIVE MOORE BRAND PRODUCT MUST BE RETURNED FREIGHT PREPAID TO MOORE IN ACCORDANCE WITH THESE TERMS AND CONDITIONS AND WILL, IN THE EVENT OF REPLACEMENT, BECOME THE PROPERTY OF MOORE.
B. THIS MOORE BRAND WARRANTY DOES NOT INCLUDE THE COSTS OF REMOVAL OF THE DEFECTIVE MOORE BRAND PRODUCT.
C. THIS MOORE BRAND WARRANTY IS EXPRESSLY CONTINGENT (AND WILL OTHERWISE BE VOID) UPON USE OF THE MOORE BRAND PRODUCTS STRICTLY IN ACCORDANCE WITH ANY DIRECTIONS AND INFORMATION ACCOMPANYING SUCH MOORE BRAND PRODUCTS AND WITHOUT MISUSE, DAMAGE, ALTERATION, OR MODIFICATION THERETO, OR IF CUSTOMER RESELLS THE MOORE BRAND PRODUCT.
D. THE MOORE BRAND WARRANTY IS GIVEN BY MOORE SOLELY WITH RESPECT TO MOORE BRAND PRODUCTS.
Offers exclude vaccines, specific injectables, items list priced greater than $1000 and selected products, ask your rep for details. No more than one special offer, coupon or discount can be used in any one order. Special offers, coupons or discounts can only be applied at time of order and may not be applied to any previous order. Buyer is hereby advised that he/she may be obligated to fully and accurately disclose the amount of any discounts, rebates or other price reductions in cost reports or claims for reimbursement by buyer to Medicare or other health care programs requiring such disclosures. Prices and products are subject to change without notice.
Mail Preference Service
Occasionally, we may make a portion of our mailing list available to organizations whose products or activities we think may be of interest to our customers. If you do not wish to receive these mailings, please copy your mailing label exactly as it appears on the back of this publication and mail to:
Moore Medical LLC
Attn: List Manager
P.O. Box 4066
Farmington, CT 06034-4066
If you do not wish to receive these mailings, please copy your mailing label exactly as it appears on the back of the publication and mail to: Moore Medical LLC, Attn: List Manager, P.O. Box 4066, Farmington, CT 06034-4066. Please help us conserve our natural resources. If you are receiving more than one copy of the same publication, please send us all the mailing labels and indicate which one is correct. Operating in Oklahoma as Moore Medical McKesson LLC
These terms and conditions are subject to change without prior notice. Moore is not responsible for typographical errors.