Eye and Ear – Group Purchasing AUTHORIZATION FORM
Business Name _____________________________________________________
Business Address _____________________________________________________ _______________________________________________________ _______________________________________________________
Business Phone _______________________________________________________
Authorized Signer (Print) __________________________________________
Signature ___________________________________ Date ____________________
To Whom It May Concern: The above-named business has authorization Eye and Ear (owned and operated under Your Complete Source, LLC) to act as their purchasing agent for hearing instruments and any related products for a 1 year duration. Please continue to deliver these items to the above-named business as in the past. Invoices and monthly statements from your company regarding these purchases, however, should be mailed directly to the administrative services provider for Your Complete Source, LLC at the address below: Eye and Ear Post Office Box 945 Chandler, AZ 85224. If you have any questions, please contact Eye and Ear at (888) 439-3327. Thank you in advance for your cooperation and prompt attention to the matter. Eye and Ear Purchasing MANUFACTURERS LIST Please check off the manufacturers with which you would like us to establish accounts. We can also request order & shipping supplies, software, cables, and coordinate training from the manufacturer representatives. Please make a notation next to the manufacturer. Hearing Instrument Manufacturers: Oticon, Phonak, Resound, Rexton, Hearite (Hearite OTC’s) Supply Manufacturers Batteries: Signia Sonic Innovations Starkey Unitron Hearing Widex Equipment: Rayovac Audiology Systems Phonak/ PowerOne Emtech WarnerTech Care Oaktree Westone Software: SYCLE Pro SYCLE Classic BluePrint Solutions Location #1 Addresss: Suite: City: State: Zip Code: Email: Phone: Location #2 Addresss: Suite: City: State: Zip Code: Email: Phone: Location #3 Addresss: Suite: City: State: Zip Code: Email: Phone: Location #4 Addresss: Suite: City: State: Zip Code: Email: Phone: Location #5 Addresss: Suite: City: State: Zip Code: Email: Phone: Location #6 Addresss: Suite: City: State: Zip Code: Email: Phone: Location #7 Addresss: Suite: City: State: Zip Code: Email: Phone: SHIP-TO ACCOUNT LOCATIONS FORM *Please list all locations you wish to receive orders from the manufacturer 1211 E. Springfield Pl. Chandler AZ 85286 Toll Free: (888) 439-3327 Your Complete Source LLC APPLICATION FOR CREDIT City State Zip Code Email Address Partnership Fed Tax ID # Date Business Started Fax Business Legal Business Name Business Address Business Phone Type: Corp. Sole Proprietorship Title: Title: Audiologist Other: Social Security Number (Sole Proprietorship) List of Officers/Major Shareholders/Owners/Partners: Name A: Name B: Contact List: Accounts Payable Phone Number: Banking Bank References Savings Checking Name Acct # Address Phone # ‐ ‐ Buying References (Hearing Aid Companies) 1) 2) Billing Address for One Source Hearing, LLC to send your consolidated bill: Use Business Address Use Address Below 3) Shipping Address for manufacturers: Use Business Address Use Address Below Multiple Locations (Please list on attached sheet) _ This application for credit is true and correct and constitutes an agreement by application to pay for all merchandise received, within terms granted; upon approval of membership the undersigned applicant will be eligible to purchase services through Your Complete Source, LLC. Signed: Title: Date: Date: Personal Guaranty If you are opening an account as an individual owner, we require a personal guaranty. If you are a guarantor and married, your spouse must also sign the guaranty. If you are opening an account on behalf of practice (and not individually) all practice owners must sign a personal guarantee. Legal Business Name: Doing Business As Street Address: City: State: Zip: Personal Guaranty By clicking all or signing here, and in consideration of Your Complete Source PLLC extending credit at my request to the above-listed company, the undersigned (if married, both spouses must sign) hereby personally guarantees to Your Complete Source LLC, if the company fails to pay when due, the payment of any obligation of the company arising out of the relationship created by this account application that is owed to Your Complete Source LLC. It is understood that this guaranty will be a continuing and irrevocable guaranty and compensation for such debt of the company. The undersigned hereby waive notice of default and nonpayment and consent to the enforcement of this obligation before any court of competent jurisdiction in Maricopa County, Arizona, waiving and objection to personal jurisdiction. This guarantee will be interpreted and construed under Illinois law without regard for choice of law principles. eSign Signature: eSign Signature: Name: Name: Date: Date: Home Address: Home Address: City: State: Zip: City: State: Zip: -1- GROUP PURCHASING AGREEMENT & AUTHORIZATION This GROUP PURCHASING AGREEMENT & AUTHORIZATION (hereinafter the "Agreement") is made and effective on this day of, 20 (the “Effective Date”) by and between Your Complete Source LLC, an Arizona limited liability company (“Eye and Ear”), and, (“PROVIDER”). a. Individual Provider Product Orders. PROVIDER may from time to time during the term of this Agreement contact any of the manufacturers or distributors from the Your Complete Source, LLC vendor list to place an order for any product available through such manufacturer's then-current catalog (the “Products”). PROVIDER will be required to furnish to the Manufacturer PROVIDER’S unique Your Complete Source, LLC Account Number (to be assigned to PROVIDER by YCS). b. Acceptance of Orders; Shipping and Billing. Each Manufacturer may accept or refuse any order from PROVIDER. Upon acceptance of an order, the Manufacturer shall ship the product directly to PROVIDER, and bill Your Complete Source, LLC for the shipment. c. Billing and Payment. (a) On behalf of PROVIDER, Your Complete Source, LLC shall make payment to each Manufacturer for orders placed by PROVIDER. PROVIDER shall be responsible for payment to Your Complete Source, LLC (in the manner described below) for the aggregate purchase price of all orders placed and accepted by Manufacturers, all delivery charges and applicable federal, state, and local taxes relating to such order. PROVIDER shall be responsible for the payment of any costs associated with canceling or returning any orders, including without limitation, return delivery costs. d. (b) Your Complete Source, LLCs shall bill PROVIDER on a monthly basis for all orders placed by PROVIDER. The bill will take the form of a consolidated invoice for purchases from all Manufacturers, accompanied by detailed reports giving a breakdown of orders (including returns and credits) by the Manufacturer. In order for Your Complete Source, LLC to make payments to the Manufacturer on a timely basis, PROVIDER shall remit full payment to Your Complete Source, LLC by the last day of the month following the date of the invoice from Your Complete Source, LLC(NET 30 Days). It is understood that PROVIDER will have had the products for an average of 45 days under this plan. If PROVIDER fails to make timely payment in accordance with this provision, PROVIDER agrees and understands the actions as described in the following paragraph “Late Payments”. e. Refunds. All returns or exchanges must comply with the policies of the Manufacturer; provided, however, that such return policy shall not alter the requirements set forth above that payment for products and services is due on the last day of the month following the invoice date. Any credit balances due to returns or exchanges by PROVIDER to a Manufacturer shall be applied to future month(s) purchases. If there is a credit balance in PROVIDER’s account for three (3) or more consecutive months, upon written request by PROVIDER, Your Complete Source, LLC shall issue to PROVIDER a refund check in the full amount of any such credit balance. -2- f. Late Payments. Failure by PROVIDER to make any payment hereunder when due shall constitute a default. Upon the happening of such default, all sums due from PROVIDER to Your Complete Source, LLC hereunder shall forthwith become due and payable without further notice, and Your Complete Source, LLC may, at its option, terminate this Agreement immediately upon notice to PROVIDER. Your Complete Source, LLC may proceed at once to effect collection by any available means, and PROVIDER promises to pay all costs of collection, including, without limitation, all reasonable attorneys’ fees incurred by Your Complete Source, LLC whether or not suit is actually filed, in addition to all other amounts due to Your Complete Source, LLC from PROVIDER, including a 1.5% interest charge per month on the balance over 60 days. g. Guaranty. If PROVIDER is a corporation, limited liability company, partnership or other forms of entity, then a principal of PROVIDER (“Guarantor”), by his or her signature below, 1) agrees to unconditionally guarantee and pay on demand to Your Complete Source, LLC the amount of any and all obligations of PROVIDER hereunder; 2) agrees such personal guaranty shall be continuing and irrevocable; and 3) consents to the terms and conditions set forth herein this Agreement. h. Product Delivery. All products ordered by PROVIDER shall be delivered directly to PROVIDER by each Manufacturer. Your Complete Source, LLC shall not be responsible for the delivery of any product order pursuant to this Agreement. Title to the products ordered and risk of damage or loss shall pass to PROVIDER at the time that the individual order is placed and accepted. Your Complete Source, LLC assumes no risk of loss, nor obligation to pursue remedies on behalf of PROVIDER. i. Representations and Warranties. Your Complete Source, LLC makes no representations or warranties of any kind, express or implied, written or oral, or statutory, relating to the products, the order, distribution or delivery of the products, or the condition of such product upon delivery. j. Indemnification. PROVIDER hereby agrees to indemnify, defend and hold harmless Your Complete Source, LLC and its respective affiliates, directors, officers, managers, members, employees, agents, customers, and insurers (collectively, the “Indemnitee(s)”) from and against any and all third‐party claims, demands, actions, losses, expenses, damages, liabilities, costs (including without limitation, interest, penalties, and reasonable experts’ and reasonable attorneys’ fees) and judgments arising out of or substantially related to: (a) alleged bodily injury, property damage or any other damage or injury to the extent allegedly caused by, or associated with any of the Products covered by this Agreement; (b) any alleged acts or omissions of PROVIDER and its employees and agents acting under its control or supervision, (c) the alleged direct or contributory infringement of any intellectual property right, including any patent, trademark, copyright or trade secret right; and (d) PROVIDER’s performance or failure to perform under this Agreement. Your Complete Source, LLC and PROVIDER shall mutually defend, indemnify and hold the other party and its directors, officers, employees, and agents, harmless from any and all claims, including without limitation, third party claims, arising out of the manufacture or distribution of the products ordered on behalf of PROVIDER where such claim is based on acts or omissions of such party, or such party’s employees or agents. In no event shall Your Complete Source, LLC has any liability for any action or omission of any manufacturer or distributor of the product(s). k. Warranty of Authority. Each party whose signature is affixed hereto in a representative capacity represents and warrants that he or she is authorized to execute this Agreement on behalf of and to bind the entity on whose behalf his/her signature is affixed. l. Independent Contractors. For purposes of this Agreement, both parties to this Agreement are independent contractors. This Agreement does not create any employment, agency, franchise, joint venture, partnership, or other similar legal relationship between Your Complete Source, LLC, and PROVIDER. Neither party is the agent or representative of the other party; neither party has the authority to bind or act on behalf of the other party except as otherwise specifically stated herein. -3- m. Insurance. PROVIDER shall maintain adequate professional, Products Liability, general public liability, workers’ compensation, and property damage insurance against any claim or claims which might or could arise regarding the Products purchase by PROVIDER under this Agreement. PROVIDER shall make Your Complete Source, LLC a named additional insured in PROVIDER’s insurance policy or policies containing the required coverage. When requested by Your Complete Source, LLC an insurance certificate indicating the foregoing coverage, issued by an insurance company licensed to do business in the relevant state or states and signed by an authorized agent, shall be furnished to Your Complete Source. PROVIDER shall provide Your Complete Source, LLC with at least thirty (30) days prior written notice of any cancellation or material modification of such insurance. (10 days in case of cancellation for non‐payment of premiums). n. Governing Laws, Jurisdiction, Venue, Service of Process, and Waiver of Trial by Jury. This Agreement shall for all purposes be deemed to be made in and shall be governed by the laws of the State of Illinois. PROVIDER hereby 1) consents and submits itself to the jurisdiction and venue of any courts in the County of DuPage, State of Illinois; 2) waives any objection to improper venue and forum non-conveniens; 3) consents to be subject to personal jurisdiction in and service of process by certified mail to the attention of the undersigned at the address first above set forth herein; and 4) waives trial by jury. o. Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and sent by United States mail, registered or certified mail, postage prepaid, return receipt requested, or by facsimile, or by personal delivery (by overnight courier or otherwise), and addressed as follows: If to YOUR COMPLETE SOURCE: Your Complete Source, LLC 1211 E. Springfield Pl. Chandler AZ 85224 Attn: Scott Lineweaver Phone No. (888) 439-3327 If to PROVIDER: , Attn: Phone No. (_ _ _) _ _ _‐_ _ _ _ Fax No. (_ _ _) _ _ _‐_ _ _ _ or such other address as either party may from time to time specify in writing to the other in the manner aforesaid. If sent by facsimile or personally delivered (by overnight courier or otherwise), such notices or other communications shall be deemed delivered upon delivery. If sent by United States mail, registered or certified mail, postage prepaid, return receipt requested, such notices or other communications shall be deemed delivered upon delivery or refusal to accept the delivery as indicated on the return receipt. p. Severability. If any provision of this Agreement or the application thereof shall be deemed invalid or unenforceable by any court of competent jurisdiction, such event shall not affect or render invalid or unenforceable the remainder of this Agreement. q. Counterparts/Transmission. This Agreement may be executed by in counterparts each of which shall be deemed an original, and all of which when executed shall constitute one and the same agreement. Counterparts may be executed and delivered by facsimile or other electronic means of transmission, and upon receipt, such transmission shall be deemed delivery of an original. -4- r. Entire Agreement / Integrated Agreement. Except as provided herein, this Agreement contains the entire agreement of the parties and supersedes all existing negotiations, representations or agreements, and all other oral, written, or other communications between them concerning the subject matter of this Agreement. This is an integrated document. This Agreement may only be modified or amended by a mutually executed written agreement between Your Complete Source, LLC and the PROVIDER. This Agreement may be assigned by Your Complete Source, LLC to a corporation affiliate without the PROVIDER’s consent. s. Attorney’s Advice. Each party has been represented or has had the opportunity to be represented, by its own legal counsel in connection with this Agreement, and the parties agree that they have participated jointly in the drafting of this Agreement. Accordingly, the parties agree that the common‐law principles of construing ambiguities against the drafter shall have no application hereto. It should be construed fairly and not in favor of or against one party as to the drafter hereof. t. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. u. Confidential Information. All financial, marketing, pricing, design, research, product development, and other information, data and documentation of either party of any of its affiliates that is not generally known or available to the public or the hearing aid industry without breach of this Agreement including, without limitation, the existence of this Agreement and the terms and conditions hereof (“Confidential Information”) that is furnished by a party to another hereunder or otherwise learned or received by a party hereto, in any form, written or electronic, will remain the property of such party or its affiliate. A receiving party hereunder will protect and preserve Confidential Information that it obtains and agrees not to use or disclose Confidential Information for (a) the benefit of any third party or entity other than the other party hereunder, or its affiliate, or (b) any purpose other than the performance of its obligations or exercise of rights under this Agreement. A party hereunder may disclose Confidential Information to the extent required by applicable law, so long as such party provides sufficient notice to the other to object to the production. Each party agrees to cooperate with the other to resist production. Upon termination or expiration of this Agreement, each party hereto shall promptly, as directed by the other, either return or destroy all Confidential Information in its possession.. v. Term of Agreement. The initial term of this Agreement shall commence of the Effective Date and shall continue for a period of one (1) year thereafter. Thereafter, this Agreement shall automatically renew for four (4) consecutive additional terms of one year each, unless earlier terminated in accordance with the terms of this Agreement. After the fourth renewal term, this Agreement shall expire and shall not renew, unless otherwise agreed to by the parties hereto in writing. Notwithstanding the foregoing, either party may terminate this Agreement by providing 30 days’ prior written notice to the non‐terminating party. Payment of any outstanding accounts receivable and other sums, if any, are due and owing as of the effective date of termination, without further notice by Your Complete Source. In the event any outstanding sums are not paid in full by PROVIDER upon the effective date of termination, this Agreement shall remain in full force and effect until such outstanding balances are paid in full and Your Complete Source, LLC reserves its rights at law and in equity to effect collection by any available means, and PROVIDER promises to pay all costs of collection, including, without limitation, all reasonable attorneys’ fees incurred by Your Complete Source, whether or not suit is actually filed, in addition to all other amounts due to Your Complete Source, LLC from PROVIDER, including a 1.5% interest charge per month on the balance over 60 days. w. IN WITNESS WHEREOF, each of the parties has caused a duly authorized officer or agent to execute this Agreement as of the Effective Date.
Eye and Ear (Your Complete Source LLC):
By:_____________________
Print Name:________________________
Title: ________________________
PROVIDER: [insert name of Provider here]
By: ____________________________
Print name: _____________________
Title: ___________________________
