dvmGRO Terms and Conditions

Recitals

Practice is a licensed veterinary practice. dvmGRO is a Veterinary Group Purchasing Organization (“GPO”). Practice desires to join dvmGRO to use dvmGRO as its preferred GPO, and dvmGRO desires to add Practice to its GPO.

Agreement

In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1. dvmGRO Membership

• The dvmGRO membership fee is $58 per month (“Fee”) per practice location. This charge will appear on Practice’s Patterson Veterinary  monthly statement, which is run on the  25th of each month. If a practice signs up before the 20th of the month, the Fee will appear on that month’s statement. If a practice signs up after the 25th, it will be reflected on the following month’s statement.

• dvmGRO membership fees are processed through Patterson Veterinary, Practice must maintain good standing with Patterson’s payment terms. Patterson statements operate on a 30-day net term, and failure to meet payment obligations may result in suspension or termination of dvmGRO membership at the sole discretion of dvmGRO.

• Notwithstanding anything herein to the contrary, dvmGRO retains the right to modify (i) the Fee no more than annually upon written notice provided to Practice, including an opportunity to opt – out, and (ii) the payment schedule for rebates set forth in Section 3 below.

2. dvmGRO Program Benefits

• dvmGRO negotiates with manufacturers, providers, and suppliers (“Providers”) of medications, foods, sundry items, and services to secure benefits including, but not necessarily limited to, upfront discounts and post – purchase rebates (collectively, “Benefits”) for member practices.

• Key vendor partners include, but are not limited to:
  – Merck Animal Health
  – Patterson Veterinary
  – Antech Diagnostics
  – Purina Veterinary Diets

• Additional vendor partnerships exist beyond those listed above, and Benefits may extend beyond those named partners. dvmGRO reserves the right to add or remove partners at its discretion.

3. Rebates and Discounts

• Rebates earned by Practice through dvmGRO vendor partners will be paid annually by the end of the first quarter of the following year. Rebates will be sent to the practice at the address used at signup unless otherwise directed by Practice.

• Rebates will start accruing for Practice for the remainder of the calendar year in which Practice joins dvmGRO and they shall be paid by the end of the first quarter of the following year. Thereafter, rebates shall accrue annually.

• If a practice terminates its dvmGRO membership either by (i) by designating another GPO practice works with as its preferred GPO for benefits, or (ii) contacts dvmGRO to directly terminate its relationship with dvmGRO, any rebates accrued but not yet disbursed will be forfeited.

• With each annual rebate Payment, dvmGRO shall provide practice with a statement of rebates collected and other Benefits realized by Practice during the past year.

4. Conditions of Membership

• Practice does not need to withdraw from other GPOs to be a dvmGRO member; however, Practice must be coded as “Preferred dvmGRO” with participating vendor partners.
  • However, Practice acknowledges that it may take up to four (4) weeks for a vendor partner to update its coding to designate Practice in vendor partner’s system as coded to “Preferred dvmGRO.” During this time, any pre – existing GPO preferred coding will remain in place with an applicable vendor until vendor processes the change.

• Benefits secured by dvmGRO may exceed those offered by other GPOs, but this is not guaranteed, and Practice may only obtain any particular rebate from one GPO that it is participating in. Which GPO secures a rebate for Practice is determined by Practice’ designation of which GPO is its Preferred GPO.
• Practice must maintain its license to practice veterinary medicine to retain membership.
• Practice authorizes dvmGRO to share identifying information with its vendors to establish purchasing eligibility.
• By accepting membership in dvmGRO, Practice acknowledges that dvmGRO is its preferred GPO with dvmGRO’s vendor partners.
• Practice authorizes dvmGRO and its vendor partners to share blinded general sales data of Practice as part of gross similar data from all dvmGRO members, for the purpose of optimizing Benefits, including rebate qualification, sales incentives, and marketing campaigns.
• Lastly, Practice acknowledges that, notwithstanding anything herein to the contrary, dvmGRO, at its sole discretion, can terminate Practice’ membership if it fails to code dvmGRO as its preferred GPO with any of the major vendor partners listed above in Section 2.

5. Term and Termination

This Agreement begins on the Effective Date and automatically renews on January 1 of each calendar year for successive one (1) year terms. Either party may terminate membership at any time for any or no reason, but no portion of the Fee is refundable. Reasons that dvmGRO may terminate a Practice’ membership include, but are not limited to, non-compliance with membership conditions, failure to maintain good financial standing with Patterson Veterinary, or other violations of this Agreement.

6. Confidentiality

The parties acknowledge that the existence of this Agreement, all information related to it, and anything conspicuously marked confidential is confidential and proprietary (“Confidential Information”). Confidential Information shall not be disclosed for any purpose unrelated to this Agreement without the prior written consent of the other party. Confidential information is not:

• Information that publicly becomes known through no fault of a party hereto.
• Information received from a third party authorized to disclose it.
• Information developed independently by a party.
• Information a party is required to disclose by government authority or a court of competent jurisdiction.

7. Representations and Warranties

Each party represents and warrants that it is authorized to enter into this Agreement, will carry out its terms promptly and professionally, and will comply with all applicable laws and regulations applicable to it.

8. Term and Termination

The parties are independent entities. Nothing in the Agreement is intended to create an agency, partnership, joint venture, or fiduciary relationship between the parties, and neither party has the authority to act for or on behalf of the other except as provided in the Agreement.

9. Term and Termination

This Agreement begins on the date of Agreement, as established in Section 12, continues through December 31 of that year, and automatically renews for subsequent annual terms upon the conclusion of the prior Term.

10. Notice

Notice required or permitted in the Agreement shall be in writing and sent by electronic mail, subject to confirmation receipt requested to dvmGRO’s ‘Contact Us’ email address provided at www.dvmGRO.com and to Practice’ email address provided during online registration. All such notices shall be deemed received the following business day from the date it was sent.

11. Term and Termination

This Agreement constitutes the entire understanding of the parties and supersedes all prior communications and understandings. It may only be amended in a writing executed by both parties. Practice may not assign it without the written consent of dvmGRO. The Agreement shall be governed and construed under the laws of the state of Ohio. Any dispute regarding the Agreement shall take place in the state or district courts of Franklin County, Ohio. If any provision is found invalid or unenforceable by a court of authority, the remaining provisions are valid.

12. Date of Agreement; Execution

This Agreement, by its presence on the website, is executed by dvmGRO and becomes a binding Agreement when Practice accepts it and completes their registration on the website.