2014-140 Health -NC Hospira to provide OCHD with specified products at a past through cost

Browse Search

DATA, BUSINESS INTERRUPTION, LOSS OF USE, LOST BUSINESS, LOST REVENUES OR LOST PROFITS HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. 3. Single Use. Hospira sells or distributes certain products as single-use products, as described in product instructions, package inserts, product labeling, product packaging, or contracts for such products. Hospira shall not be liable for any injuries to persons or property, or for any other damages, costs, or expenses relating to the re-use of such single-use products, and Customer hereby releases, discharges, and indemnifies Hospira and its affiliates from and against the same. 4. Confidentiality. The terms of this Contract are confidential. Except as required by law, neither party shall disclose its terms or make any public announcement about this Contract without the other's prior written consent 5. Use of Customer Name. Customer permits Hospira to utilize Customer's name, location and product selection on customer lists. This authorization supersedes any prior restrictions on use of Customer's name as may have been set forth in agreements between Customer and Hospira. 6. Sole Contract. No additional terms contained in any purchase order, acknowledgment form, or other document shall be binding unless approved in writing by the parties. This Contract shall supersede all prior oral and written agreements for the Products specified herein. 7. Sole Supplier. Hospira shall be the sole supplier to Customer as of the date hereof of products comparable to the type and nature to the Products during the term of this contract, unless terminated sooner by either party 8. Disclosure. The purchase prices under this Contract (including the value of any discounts, rebates, or other price concessions) are intended to reflect discounts or other reductions in price within the meaning of the discount exception to the federal anti-kickback statute 42 U.S.C. Section 1320a-7b(b)(3)(A). Customer shall properly report and appropriately reflect such discounted prices on cost reports or claims submitted to any state or federal program that provides reimbursement to Customer for the items to which the discount applies. Further, Customer shall retain invoices and other price documentation and make them available to federal or state officials upon request. 9. Compliance with Laws - Governing Law. Each party represents and warrants that it shall comply with all applicable federal, state and local laws, rules and regulations in the performance of its obligations hereunder. This Contract shall be construed, interpreted, and governed by the laws of the State ofNorth Carolina, except for its conflict of law provisions. 10. Product Availability. Hospira may(i) delay shipping or allocate supply of any Product in the event of a shortage or force majeure event, and/or (ii) upon 30 days prior written notice discontinue marketing and selling any product.Any such action shall not be deemed a breach of this Contract by Hospira. 11. Termination. This Contract shall expire on the End Date, provided that this Contract may be terminated as a result of a material breach upon not less than 60 days prior written notice if such breach is not cured within the 60 day period. Either party may pursue any and all additional remedies available to it at law and equity. Either party may terminate this Agreement upon sixty(60) days written notice to the other party. 12. Transportation Costs. Customer agrees to accept any pass-through cost increases due to any increase in fuel costs or other costs related to transporting Hospira products upon 30 days written notice. Any such price increase for transportation costs hereunder are limited to the actual increase in Hospira transportation costs and shall not be limited by or apply in the calculation of any aggregate annual price adjustment 2 SIP Req(06-07-12) ORANGE CO HLTH DEPT MVC 120913 Ver 02