This Disclosure confirms the Member’s desire to participate in the group purchasing programs and/or other arrangements available through Synergy Dental Partners, Inc. (“Synergy”).
The Member’s participation in each of the individual Synergy programs is voluntary and independent from participation in any of the other Synergy programs.
Synergy negotiates and enters into Agreements with suppliers for products and services on behalf of Members according to Synergy’s standard procedures.
Synergy will provide information to the Member on its various programs and supplier contracts. Synergy may also from time to time provide suppliers with the Member’s contact information as necessary to permit suppliers to provide Member with pertinent information on its products and services.
Member and Synergy agree as follows:
1. There are no membership dues or fees of any kind required, members are under no obligation to purchase from any Synergy agreement, there are no minimum purchase quantities, and there are no hidden fees for the Member to participate in the Synergy Group Purchasing Organization. In consideration of administrative services provided, Synergy is paid by contracted suppliers based on the aggregate purchases of its members.
2. In consideration of administrative services provided, Synergy is paid by contracted suppliers based on the aggregate purchases of its members. The amount of these fees is genrally three percent (3%) but may vary depending on the agreement
3. Any information provided to Synergy by our Members will be kept in strict confidentiality and will not be shared with, nor sold to, any other parties. All information will be used strictly by the Synergy for communication purposes to Members.
4. Members have the right to request that their membership be voided and their business information be deleted from Synergy records at any time.
5. Members agree to review, from time-to-time, material and service information as provided by Synergy to determine if opportunities have been created by Synergy that are beneficial to them and their practice.
6. Synergy does not guarantee any specific terms and conditions in any contract or arrangement, and does not promise or guarantee any specific outcomes. Synergy is neither a supplier nor merchant of products offered under Synergy GPO Agreements, and does not own, control, or invest in any suppliers.
7. SYNERGY MAKES NO WARRANTY AS TO ANY PRODUCT’S FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, AND MAKES NO OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO ANY PRODUCTS AND SERVICES OFFERED FOR SALE, RENT, OR USE UNDER ANY SYNERGY GPO AGREEMENT.
8. NEITHER PARTY HAS LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THIS LIMITATION APPLIES DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SYNERGY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT DOES NOT EXCEED $10,000.00 EXCEPT IN THE EVENT OF SYNERGY’S INTENTIONAL MISCONDUCT.
9. This Agreement, and any disputes relating to this Agreement, must be construed and enforced under North Carolina law. For any dispute between Member and Synergy relating to this Agreement, the parties must work directly with each other in a good faith attempt to resolve the dispute for a period of 60 days before seeking other legal remedies.
10. Member represents and warrants that: (a) Member has full authority to enter into this Agreement; and (b) the execution, delivery, and performance of this Agreement is not prohibited by and does not violate any other existing contract, agreement, or exclusive arrangement to which Member is a party. The individual signing below represents and warrants that he or she is duly authorized and has the full power and authority to execute this Agreement on behalf of the individual or entity for whom he or she is signing.
The term of this Agreement commences upon receipt and acceptance of a completed Member application form. The term continues until either party terminates the Agreement. Either party may terminate the Agreement providing 30 days advance written notice to the other party. If Member continues to purchase through Synergy GPO Agreements after termination of this Agreement, Synergy remains Member’s purchasing agent with respect to those purchases.