Exhibit 6.3
United States Distribution Agreement
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Retractable Technologies, Inc., a Texas corporation ("Manufacturer"),
and ______________________________________, a ________________ corporation
("Distributor"), enter into this Distribution Agreement (the "Agreement") and
agree as follows:
1. Term of Agreement. The "Term" of this Agreement shall commence
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upon execution by both Manufacturer and Distributor and shall automatically
terminate in one year.
2. Territory. Distributor has the non-exclusive right, and shall
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employ its best efforts, to promote and sell Products to: end users in the
following portion of the continental United States, Alaska and Hawaii:
________________________________________________________________ (the
"Territory"). Distributor shall not: i) sell Products outside the Territory,
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either directly or indirectly; ii) sell Products to another who may resell them
outside the Territory; or iii) purchase Products from outside the United States.
3. Products and Pricing. The products that Manufacturer will sell to
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Distributor under this Agreement (the "Products"), and the prices at which
Manufacturer will sell the Products to Distributor, are set forth in Exhibit A
to this Agreement. These prices are subject to change by Manufacturer upon
90 days written notice. The prices set forth in Exhibit A do not include any
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applicable shipping costs, sales taxes, or other taxes or duties. Distributor
must provide Manufacturer with the appropriate Resale Certificate in order to
avoid having any applicable sales tax added to the purchase price.
4. Volume. Distributor shall upon execution of this Agreement place an
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initial stocking order of at least 12,000 units and shall during the Term of
this Agreement order a minimum total volume of at least $10,000 worth of
Products. This performance standard has been negotiated in good faith and at
arms length and is stipulated by the parties to be fair, reasonable, and
consistent with their current perception of market demand. Distributor
understands that the Products embody a new technology which may be subject to
great demand, and shall therefore endeavor to place orders for Products
sufficiently in advance that its own inventory of Products does not become
exhausted.
5. Orders. In the event of any conflict between the terms of this
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Agreement and the terms of Distributor's purchase orders or Manufacturer's
invoices or confirmations, the terms of this Agreement shall prevail. All
purchase orders, in order to be binding on Manufacturer, must be accepted by
Manufacturer by the end of the tenth business day following receipt. Orders may
be accepted by written confirmation or by actual Delivery. Any purchase order
not so accepted will be deemed rejected. This Agreement is not a contract for
all requirements that Distributor may have; Manufacturer retains the right to
allocate production to any distributor or customer and to reduce or reject other
orders. Orders shall be placed for full cases and not partial cases and shall be
placed for a minimum of one (1) case. Case sizes are currently 250 units for
blood collection tube holders and 600 units for syringes. Case sizes are subject
to reasonable change by Manufacturer at any time.
6. Payment. Invoices shall be due and payable in full at
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Manufacturer's offices in Little
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Distribution Agreement 119 Page 1 of 10 Mfr:_____ Dist:_____
Elm, Texas within thirty (30) calendar days from the date of original invoice.
Past due balances will bear interest at the rate of one and one-half percent (1-
1/2%) per month, or at the highest rate allowed by law, if lower. Manufacturer
may in its sole discretion establish a maximum credit limit to be extended to
Distributor and may revise same from time to time. Manufacturer may in its sole
discretion refuse to extend further credit if Distributor fails to remit payment
for invoices when due or exceeds the credit limit established by Manufacturer.
7. Delivery, Risk of Loss and Transport. "Delivery" shall be deemed to
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occur for all purposes, and title, possession and risk of loss shall pass to
Distributor, when the Products are loaded for transport at the dock of
Manufacturer's manufacturing facility. This Agreement is performable solely in
Xxxxxx County, Texas. Manufacturer will use its best efforts to Deliver all
accepted orders within a commercially reasonable time, but Manufacturer shall
not be liable for any loss or damage to Distributor arising out of delay or
failure of Delivery. Distributor shall have the right to cancel any such delayed
order at any time prior to Delivery. Manufacturer shall pay the cost of standard
ground delivery (not expedited or priority) on orders of at least 12,000 units.
Distributor shall be responsible for the cost of transporting the Products from
Manufacturer's dock on orders of less than 12,000 units and on orders for
expedited or priority delivery. Manufacturer may add 5% to the applicable
freight charges of any order for which Manufacturer prepays freight charges for
later reimbursement by Distributor.
8. Product Overstocks & Returned Goods. Distributor may at
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Manufacturer's expense return incorrect order fills within 10 days following
arrival at Distributor's facility and defective Product within 10 days after
discovery of the defect; in all such cases Distributor must obtain an
authorization code from Manufacturer's purchasing department and affix the code
to the returned Product. Distributor may also adjust its company-wide Overstock
of Products two times in each twelve month period upon the following terms:
i) an "Overstocked" Product is that portion of Distributor's inventory of the
Product (individual catalog number) which exceeds Distributor's sales volume
for the Product during the preceding four months; ii) Distributor must not have
taken Delivery of the Product which is Overstocked (individual catalog number)
during the preceding four months; iii) the Overstocked Product must be returned
to Manufacturer in saleable case cartons which are unopened and untampered with
no broken seals; iv) Distributor will be granted a credit which may be used only
to purchase other Products from Manufacturer, the credit to be in the amount of
the invoice price of the returned Products less a 10% restocking fee which will
be assessed against Distributor's second and subsequent adjustments of
Overstocked Product; v) Distributor must obtain an authorization code from
Manufacturer's purchasing department and affix the code to the returned
Product; and vi) Distributor shall bear the cost of shipping the returned
Products to Manufacturer.
9. Lot Tracking and Sales Information. Distributor shall enter into
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its reporting and information system all participating institutions identified
in any GPO membership list distributed by Manufacturer to Distributor. Not later
than the twentieth day of each calendar month Distributor shall provide to
Manufacturer lot tracing and sales information for the preceding month detailing
for each purchase: i) the quantity and lot number(s) of each Product sent to the
end user under each purchase; ii) the GPO, government, or other contract, if
any, under which each purchase was made;
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Distribution Agreement 119 Page 2 of 10 Mfr:_____ Dist:_____
iii) the member identification assigned by the GPO under whose contract each
purchase was made, if Manufacturer or the GPO has provided same to Distributor
in a GPO membership list; and iv) the name, location, telephone number and
contact person of the end user. Distributor shall supply this information
electronically (e.g. computer floppy disk) using the Sales Data Sheet described
in Exhibit B attached to this Agreement. These records are subject to audit by
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Manufacturer at any time upon seventy-two (72) hours prior notice.
10. Relationship of Manufacturer and Distributor. Distributor buys
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and sells for its own account, is an independent contractor of Manufacturer, and
is solely responsible for all expenses of Distributor. Manufacturer has not
instructed Distributor in the manner of conducting Distributor's business, and
Manufacturer will not be liable therefor. Neither Distributor nor anyone acting
on its behalf shall for any purpose or under any circumstance be deemed or hold
themselves out as Manufacturer's employee, agent, representative, franchisee,
joint venturer or partner. Distributor shall not make any representation or
commitment or enter into any contract in the name of or on behalf of
Manufacturer. Distributor acknowledges that it has not and will not pay any sum
to manufacturer in consideration for entering into this Agreement.
Distributor warrants that: i) operation of its business is not and
will not become substantially associated with any Proprietary Xxxx of
Manufacturer (as defined in Section 13 of this Agreement); ii) operation of its
business is not and will not become substantially reliant on Manufacturer; and
iii) Distributor's sales arising from this Agreement do not represent more than
10% of its total sales in dollar volume and will not do so during the Term of
this Agreement. Manufacturer will not provide Distributor with a marketing or
promotional plan, but instead relies on Distributor's status as a professional
sales organization possessing substantial contacts and experience in the
distribution of medical products to the healthcare industry.
Although Manufacturer may voluntarily provide sample marketing
materials, Distributor shall be responsible to develop and pay for printing and
distribution of any marketing materials used by Distributor; all such marketing
materials must be approved by Manufacturer prior to use solely to ensure the
factual accuracy of any statement regarding the Products and the absence of any
unapproved representations regarding the Products.
11. Warranties, Directions for Use. Distributor shall not make any
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warranties or representations regarding the Products beyond those warranties and
representations which are expressly issued or approved by Manufacturer in
writing or which are included in Manufacturer's promotional or informational
materials. Manufacturer hereby warrants that: i) the Products are fit for
medical use as generally defined within the boundaries of United States FDA
approval; ii) the Products are not defective; and iii) the Products will conform
to the descriptions set forth in their respective labeling provided that they
are used in accordance with such labeling and Manufacturer's written directions
for use. Products which conform to these three warranties shall be deemed to
conform to the requirements of this Agreement. The foregoing warranties are
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exclusive and are in lieu of all other warranties of any kind (whether
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statutory, written, oral, express or implied) including any warranty or
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requirement of merchantability, fitness for ordinary use, or fitness for a
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particular purpose. Manufacturer shall include directions for Product use in
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each unopened box of Product;
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Distribution Agreement 119 Page 3 of 10 Mfr:_____ Dist:_____
Distributor shall include a copy of those directions with every opened box or
portion thereof which is distributed by Distributor. Distributor shall sell only
complete and unopened boxes of Products; Distributor may distribute opened or
partial boxes only as free samples. Distributor shall distribute Products in
their original individual wrappers as packaged by Manufacturer.
12. Notice of Defects and Claims, Indemnification. Distributor shall
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promptly convey to Manufacturer all information obtained by Distributor relating
to any complaint or to any claimed or actual defect or deficiency regarding any
Product and shall in all such cases proceed as instructed by Manufacturer.
Distributor shall promptly convey to Manufacturer all information obtained by
Distributor relating to any legal proceeding involving Manufacturer, involving
any Product, or involving Distributor in connection with Distributor's
relationship with Manufacturer. Distributor shall, to the extent allowed by law,
keep confidential all matters referenced in this paragraph.
Any party seeking indemnification under this Agreement must, as a
condition of indemnification, provide the party from whom indemnification is
sought with: i) prompt notice of the reported or alleged defect, infringement,
injury or claim; ii) the opportunity to investigate such claim, control the
defense of such claim, and settle such claim at its discretion; iii) such
information and assistance as the indemnifying party may reasonably require to
defend against such claim; and iv) the obligations required of Distributor by
the preceding paragraph.
Manufacturer shall, if the conditions of this section have been met by
Distributor, indemnify, defend and hold Distributor harmless from and against
any claim asserted against or liability incurred by Distributor (including cost
of defense and reasonable settlement) arising out of use of the Products: i) for
injury to person or property arising from breach of any express warranty made in
Section 10 of this Agreement, ii) for products liability, or iii) for
infringement of intellectual property by the Products; provided, however, that
such claim does not result in whole or in part from the negligence, willful
misconduct, breach of this Agreement, or making of any unauthorized
representation regarding the Products by Distributor. Manufacturer shall:
i) carry product liability insurance with a minimum limit of five million
dollars ($5,000,000); ii) list Distributor as an additional insured of the
policy throughout the Term of this Agreement; and iii) provide Distributor with
a certificate evidencing such insurance within thirty (30) days after execution
of this Agreement. Manufacturer's liability for failure of the Products to
conform with any other implied warranty, express warranty or specification
required for conformance with this Agreement shall be limited to a return of the
purchase price paid by Distributor.
Distributor shall, if the conditions of this section have been met by
Manufacturer, indemnify, defend and hold Manufacturer harmless from and against
any claim asserted against or liability incurred by Manufacturer (including cost
of defense and reasonable settlement) arising in whole or in part out of the
negligence, willful misconduct, breach of this Agreement, or making of any
unauthorized representation regarding the Products by Distributor.
13. Proprietary Marks and Goodwill. "Manufacturer's Proprietary Marks"
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include all trademarks, trade names, logotypes and trade dress employed by
Manufacturer and include, but are not limited to: i) the name "VanishPoint";
ii) the letters "RT" surrounded by an oval; iii) the graphic
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Distribution Agreement 119 Page 4 of 10 Mfr:_____ Dist:_____
depiction of a needle surrounded by a spring; iv) a colored spot on the exposed
end of the syringe plunger; v) the appearance and arrangement of information on
the wrapper containing each individual Product; and vi) all other marks which
are sufficiently similar to the foregoing to cause confusion regarding the
source of goods.
Distributor hereby: i) acknowledges the validity of Manufacturer's
Proprietary Marks; ii) acknowledges that Manufacturer is the owner of
Manufacturer's Proprietary Marks and of all goodwill associated with
Manufacturer's Proprietary Marks or with the Products; iii) agrees not to
acquire any interest in, infringe upon, contest, or take any other action to
injure or to assist another to injure Manufacturer's rights in Manufacturer's
Proprietary Marks; and iv) agrees that any interest which may be acquired by
Distributor during the Term of this Agreement or within one year thereafter in
Manufacturer's Proprietary Marks or in the goodwill associated with
Manufacturer's Proprietary Marks or the Products, whether in the Territory or
elsewhere, shall be acquired on behalf of and for the benefit of Manufacturer
and shall be assigned to Manufacturer upon request at no charge.
Distributor shall use Manufacturer's Proprietary Marks only to identify
the Products sold by Distributor, only in connection with Manufacturer's
Products, and only during the Term of this Agreement. Distributor shall seek to
benefit from the goodwill associated with Manufacturer's Proprietary Marks or
the Products only during the Term of this Agreement and only within the
Territory. Distributor shall promptly report to Manufacturer any violation of
Manufacturer's rights in Manufacturer's Proprietary Marks or goodwill.
14. Default, Termination, Renewal. Either party may terminate this
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Agreement for any cause whatsoever upon 90 days' written notice.
If either party shall fail to remedy a default of this Agreement within
thirty (30) days following written notice of the specific default involved, the
non-defaulting party may immediately terminate this Agreement for good cause by
giving written notice to the defaulting party within fifteen days following
expiration of the 30-day period permitted for cure. If either party provides a
written notice of default, such event of default shall be conclusively deemed to
have occurred unless the party alleged to be in default provides written notice,
in the same degree of detail as the notice alleging the default, of either:
i) the reasons why it is not in default; ii) the reasons why its default is
excused; or iii) how the default has been timely cured.
Manufacturer may immediately terminate this Agreement for good cause if
Distributor buys or sells Products in violation of Section 2 of this Agreement.
This Agreement will automatically terminate if either party: i) discontinues or
dissolves its business; ii) becomes insolvent; iii) makes an assignment for the
benefit of creditors or other arrangement pursuant to any bankruptcy law;
iv) institutes or permits to be instituted against it legal proceedings seeking
receivership, trusteeship, bankruptcy, reorganization, readjustment of debt, or
any similar legal proceedings; or v) if a receiver is appointed for the for the
business and such receiver is not discharged within thirty (30) days.
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Distribution Agreement 119 Page 5 of 10 Mfr:_____ Dist:_____
Either party may refuse to renew this Agreement for any cause
whatsoever. Failure of the parties to agree on volume requirements or other
performance standards for a subsequent term shall constitute good cause for
refusal to renew this Agreement. Placement of orders by Distributor and
acceptance of same by Manufacturer after giving notice of termination or after
the effective date of termination shall not operate to reinstate or renew this
Agreement nor to create a new relationship of manufacturer and distributor on
any other terms. This Agreement may be reinstated following termination or
notice thereof, and may be renewed or extended beyond the date set for its
automatic termination, only by an explicit statement to that effect which sets
forth the reinstated, renewed or extended date of automatic termination and is
signed by both parties. Should a court of competent jurisdiction nevertheless
find a reinstatement or renewal of this Agreement or otherwise find a continuing
relationship as manufacturer and distributor in the absence of such a writing,
the period of such reinstatement, renewal or relationship (and of any renewals
thereof) shall be limited in duration to thirty (30) days.
An explicit statement signed by both parties is required to reinstate
this Agreement following notice of termination or to renew this Agreement.
Placement of orders by Distributor and acceptance of same by Manufacturer after
giving notice of termination or after the effective date of termination shall
not operate to reinstate or renew this Agreement. Should a court of competent
jurisdiction nevertheless find a reinstatement or renewal of this Agreement by
implication or by operation of law, the period of such reinstatement or renewal
(and of any renewals thereof) shall be limited in duration to thirty (30) days.
Neither termination of this Agreement in the manner set forth in this
Agreement nor failure to renew this Agreement shall entitle the other party to
receive damages, indemnification or compensation by reason of such termination
or nonrenewal. Termination of this Agreement shall not affect the right of
Distributor to place orders which are to be delivered prior to the effective
date of such termination, shall not affect the right of Manufacturer to receive
payment for Products accepted by Distributor, and shall not relieve either party
of any liability incurred prior to termination. Sections 9-16 of this Agreement
shall survive termination of this Agreement.
Upon termination of this Agreement, Manufacturer shall have the option
to repurchase from Distributor all or any portion of Manufacturer's Products
remaining in Distributor's inventory, FOB Distributor's facility, at the price
paid for those Products under First In First Out accounting. Manufacturer may
insist that any Products tendered for repurchase be in new and original
condition in unopened cases. Distributor may make a good faith effort to sell
any inventory not so repurchased at prices not higher than those which were
charged by Distributor prior to termination.
15. Notices. All communications required or permitted under this
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Agreement shall be in writing and shall be considered to have been duly given if
delivered to the other party at its address given below in any of the following
ways (or, in the case of communications relating to default or termination, by
fax and any other of the following ways): i) fax; ii) personal delivery;
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iii) certified mail, return receipt requested; or iv) national overnight
delivery service. Either party may change the address at which it receives such
communications upon ten (10) days' notice to the other party.
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Distribution Agreement 119 Page 6 of 10 Mfr:_____ Dist:_____
Correspondence to Manufacturer Correspondence to Manufacturer
regarding orders regarding default or termination
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Purchasing Department Xxxxxx Xxxx
Retractable Technologies, Inc. Retractable Technologies, Inc.
X.X. Xxx 0 X.X. Xxx 0
000 Xxxx Xxxx 000 Xxxx Xxxx
Xxxxxx Xxx, Xxxxx 00000 Xxxxxx Xxx, Xxxxx 00000
000-000-0000 000-000-0000
000-000-0000 - fax 000-000-0000 - fax
Correspondence to Distributor Correspondence to Distributor
regarding orders regarding default or termination
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__________________________ __________________________
__________________________ __________________________
__________________________ __________________________
__________________________ __________________________
16. General.
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A. Assignment. Any attempt by either party to assign, sell, or
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otherwise transfer this Agreement or any of its rights or obligations hereunder
without the express written consent of the other party shall be void. As used in
this paragraph an assignment shall include: i) a change in the ownership of at
least 33% of the stock or other voting interest in a party; or ii) the
acquisition of any ownership or profit-sharing interest in Distributor by a
manufacturer of needle products.
B. No Third Party Beneficiaries. This Agreement is made for the
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exclusive benefit of Manufacturer and Distributor and is not made for the
benefit of any other person or entity.
C. Confidentiality. The parties may openly disclose: i) that
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Distributor is an authorized distributor of Manufacturer's Products within the
Territory and the effective Term of this Agreement; ii) that Distributor is an
independent contractor and the limitations on Distributor's authority; and
iii) Manufacturer's three express warranties regarding the Products. The
remaining terms of this Agreement, including but not limited to pricing and
payment terms, are to be kept confidential by the parties for a period of three
years following termination of this Agreement, except as may be required by law
or required by Manufacturer to raise equity or debt financing.
D. Observance of Laws. Distributor agrees to operate its business in a
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lawful manner. Distributor further agrees that for a period of four years
following expiration of this Agreement, Distributor shall make available, upon
written request of an authorized representative of the Secretary of the U.S.
Department of Health and Human Services or the U.S. Comptroller General, this
Agreement and such of Distributor's books, documents and records as are
necessary to certify
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Distribution Agreement 119 Page 7 of 10 Mfr:_____ Dist:_____
compliance with the Medicare Anti-Kickback statute including the nature and
extent of the costs of Products purchased and sold under this Agreement.
E. Governing Law. The rights of the parties shall be governed by, and
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this Agreement shall be interpreted in accordance with, the laws of the State of
Texas and the federal law applicable therein; provided, however, that the law of
Texas regarding choice of law shall be disregarded to the extent that it would
apply the law of a different jurisdiction.
F. Legal Proceedings. Any legal proceeding relating to this Agreement
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shall be settled in a court of general jurisdiction in the State of Texas. No
recovery in any legal proceeding relating to this Agreement may be based in
whole or in part upon conduct which occurred more than two years prior to the
filing of such legal proceeding, but a shorter time may be specified by
applicable law.
G. Waiver. One or more waivers of any breach of any term of this
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Agreement by either party shall not be construed as a waiver of any subsequent
breach of the same or any other term nor as an implied modification of this
Agreement.
H. Force Majeure. The timely performance of obligations under this
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Agreement shall be excused during each period of delay caused by an event or
condition which is reasonably beyond the control of the party obligated to
perform such as unusually severe weather, flood, fire, shortage of power or
qualified materials, strike, civil commotion, riot, terrorism, sabotage, war,
revolution, or act of government ("Force Majeure Event"). In the event of a
delay exceeding three days caused by a Force Majeure Event, the party obligated
to perform shall: i) immediately give the other party written notice of the
cause and expected duration of the delay; and ii) take all reasonable steps to
recommence performance of its obligations under this Agreement as soon as
possible. In the event that performance is so delayed for more than thirty days,
the other party may give written notice immediately terminating this Agreement
without liability. This paragraph shall not excuse any obligation relating to
payment or indemnification.
I. Severability and Reformation. If any provision of this Agreement is
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held by a court to be invalid, void or unenforceable in any jurisdiction, then:
i) the offending provision shall be deleted only to the extent required by the
law of the offended jurisdiction and (if allowed by law) only in its application
to transactions involving the offended jurisdiction; ii) the Parties shall
cooperate in reforming this Agreement to effectuate the intent of the offending
provision to the fullest extent allowed by the law of the offended jurisdiction;
and iii) any such reformations as well as the remaining provisions of this
Agreement shall survive and continue in full force and effect without being
impaired or invalidated in any way.
J. Entire Agreement; Modification. This Agreement is in addition to
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and does not replace any agreement regarding the confidential treatment of
information. As to all other matters, this Agreement contains the entire
agreement between Manufacturer and Distributor and supersedes any and all prior
agreements, understandings and arrangements, whether oral or written, between
Manufacturer and Distributor. Manufacturer and Distributor each represent and
warrant to the other that it is not relying upon, and has not been induced to
execute or deliver this Agreement by, any
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Distribution Agreement 119 Page 8 of 10 Mfr:_____ Dist:_____
statement, promise, agreement, understanding, arrangement or inducement other
than those which are specifically set forth in this Agreement. No modification
of this Agreement shall be effective unless made in writing and signed by the
party against whom enforcement of the modification is sought. Distributor
understands that no employee or representative of Manufacturer is authorized to
modify this Agreement orally or in any other manner except in writing.
K. Authority to Execute. The individuals signing this Agreement on
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behalf of Manufacturer and Distributor each represent and warrant individually
that he or she is duly authorized to execute this Agreement on behalf of
Manufacturer or Distributor as indicated below.
L. Multiple Counterparts. This Agreement is executed in two
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counterparts, each of which shall be deemed an original for all purposes.
In WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date written below.
MANUFACTURER DISTRIBUTOR
Retractable Technologies, Inc. Name
By:____________________________ By:____________________________
Xxxxxx X. Xxxx Name
President and Chief Executive Officer Title
Date: ________________ Date:________________
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EXHIBIT A
Products and Pricing
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Product Distributor Price
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VanishPoint(R) 3cc syringe $0.50 each
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VanishPoint(R) 5cc syringe $0.60 each
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VanishPoint(R) 10cc syringe $0.65 each
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VanishPoint(R) blood collection tube holder $0.40 each
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VanishPoint(R) small tube adapter $0.15 each
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Distribution Agreement 119 Page 9 of 10 Mfr:_____ Dist:_____
Lot Tracing Information
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The accompanying floppy diskette contains a file called Dist Tracking.xls
which can be opened in Excel version 5.0 higher. Following each month
Distributor should complete and provide the Sales Data sheet to Manufacturer by
email at xxx@xxxxxx.xxx or by regular mail at 000 Xxxx Xxxx, Xxxxxx Xxx, Xxxxx
00000. This file must be provided by the 10th of the month following the month
of sale in order for any applicable chargeback credits to be applied in the
month following sale. Comments and questions should be directed to 972-294-1010.
Pressing Ctrl-S to save the file will also activate a macro which prompts
the user for information needed to distinguish such tracking file. The macro
will first prompt the user for the month in which the sales occurred. For
example, if the month in which the sales occurred is July, then the user should
enter the number 7. The macro will automatically add a leading 0 for the month,
add the year, and add Retractable's internal number for the distributor (which
has already been coded into the file) to generate a file identifier consisting
of the six digit distributor number + the two digit sales month + the two digit
year. The macro will then prompt the user for the directory path where the file
should be saved. It is imperative that the last character for the directory be
\. For example, if the directory where the user wants to save the file is
C:\Sales\ then this should be entered.
The accompanying field descriptions detail the information needed in each
record. For each invoice there should be one record per row per item showing the
number of units sold, the price, and the lot numbers. The units should be 100
for 1 box of syringes and 250 for 1 box of blood collection tube holders.
Retractable should be contacted if Distributor's system instead generates units
at the box level. When the Contract Code is entered in the field denoted as
CONTR_CODE, the Contract Number and Contract type will automatically appear,
this file will be updated as needed when new contracts are executed.
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CONTR CODE CONTR NAME CONTR TYPE CONTR NUM
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AMR AmeriNet GPO VH 126 00
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CAGE CAGE Code FEDERAL IBFK3
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CHW Catholice Healthcare West IDN N/A
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DAPA DAPA FEDERAL SPO200-98-H-5018
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DBPA DBPA FEDERAL VA-797-98-FIA-001
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FSS BCTH Federal Supply Sch. BCTH FEDERAL V797P-5370X
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FSS SYR Federal Supply Sch. Syringe FEDERAL V797P-3646K
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XXX Xxxxxx HMO N/A
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MED MedEcon GPO 900
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OTHER No Contract NO CONTRACT
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NYSTA NY State Contract STATE PGB-4068
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PRE Premier Purchasing GPO PP-EV-001
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PUC Purchase Connection GPO N/A
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TEN Xxxxx Healthcare IDN N/A
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XXSTA State Contract STATE N/A
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YYCTY County Contract COUNTY N/A
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Field Name Description
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DIST_NUM RTI Assigned Distributor Number
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DCUST_NUM Distributor Assigned Customer Number
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DCUST_NAME Distributor Customer Name
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DCUST_ADR_PHY "Physical/Street" Customer Address
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DCUST_ADR-MAIL "Mailing" Customer Address
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DCUST_CITY Customer City
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DCUST_STATE Customer State
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DCUST_PHY_ZIP Customer "Physical/Street" Zip
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DCUST_?? Customer "Mailing" Zip
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CONTR_CODE Abbreviated Code for Contract Name
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CONTR_NUM Contract Number
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CONTR_TYPE Type of Entity or Contract
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INV_NUM Invoice Number
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INV_DATE Invoice Date
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ITEM_NUM Item Number
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LOT_NUM Lot Number
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QTY_PURCH Quantity Purchased in units
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ITEM PRICE Item Price for GPO, Government
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Item# Description
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10301 Box of 100 VanishPoint 3cc Syringes 25G x 5/8"
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10311 Box of 100 VanishPoint 3cc Syringes 23G x 1"
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10331 Box of 100 VanishPoint 3cc Syringes 22G x 1"
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10341 Box of 100 VanishPoint 3cc Syringes 22G x 1 1/2"
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10351 Box of 100 VanishPoint 3cc Syringes 21G x 1"
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10361 Box of 100 VanishPoint 3cc Syringes 21G x 1 1/2"
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10371 Box of 100 VanishPoint 3cc Syringes 20G x 1"
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10381 Box of 100 VanishPoint 3cc Syringes 20G x 1 1/2"
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10391 Box of 100 VanishPoint 3cc Syringes 25G x 1"
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10531 Box of 100 VanishPoint 5cc Syringes 22G x 1"
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10541 Box of 100 VanishPoint 5cc Syringes 22G x 1 1/2"
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10551 Box of 100 VanishPoint 5cc Syringes 21G x 1"
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10561 Box of 100 VanishPoint 5cc Syringes 21G x 1 1/2"
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10571 Box of 100 VanishPoint 5cc Syringes 20G x 1"
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10581 Box of 100 VanishPoint 5cc Syringes 20G x 1 1/2"
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11031 Box of 100 VanishPoint 10cc Syringes 22G x 1"
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11041 Box of 100 VanishPoint 10cc Syringes 22G x 1 1/2"
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11051 Box of 100 VanishPoint 10cc Syringes 21G x 1"
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11061 Box of 100 VanishPoint 10cc Syringes 21G x 1 1/2"
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11071 Box of 100 VanishPoint 10cc Syringes 20G x 1"
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11081 Box of 100 VanishPoint 10cc Syringes 20G x 1 1/2"
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22701 Box of 250 VanishPoint Blood Collection Tube Holders
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22711 Box of 25 VanishPoint Small Diameter Tube Adapters
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Distribution Agreement Page 10 of 10 Mfr._____ Dist._____
