Builders Purchasing Group Terms & Conditions

Member hereby authorizes Builder’s Purchasing Group, LLC (“BPG”) to act as Member’s group purchasing agent. BPG agrees to provide Member with BPG vendor pricing and assist Member in the effective use of BPG’s group purchasing program (the “Program”). The Program will utilize BPG’s select group of approved vendors (the “Vendor” or “Vendors”). Member agrees to abide by the following terms and conditions:

1. BPG Vendor Agreements. Member agrees that BPG is authorized, but not obligated, to enter into agreements with Vendors (“Vendor Agreements”) in order to make the Vendors generally available to BPG’s members. The Vendor Agreements may require Member to either (i) comply with certain terms and conditions of Vendor in order to purchase the Vendor’s goods and/or services; or (ii) execute Vendor’s standard terms and conditions prior to the purchase. Member is not required to make any purchases from BPG’s vendors, but will make a good faith effort to utilize BPG vendors for 80% of their purchases where BPG has an available program. If Member does make purchases from BPG’s vendors through the Program, Member will comply with the applicable terms and conditions set forth in the Vendor Agreements, including the terms of the Program between BPG and Vendor. This provision shall supersede any provisions to the contrary in any agreements Member may enter with either BPG or any Vendor.

2. Own Use; Indemnification & Limitation of Liability. Member understands and agrees that every purchase made through the Program is for Member’s ultimate consumption or own use and that purchases are made directly from Vendors. Claims, warranties and purchases are all made directly with, and through, the Vendors. Member agrees to defend, indemnify, and hold harmless BPG and the officers, directors, members, employees, and successors and assigns of each of the foregoing, from any and all claims, including any any actions or omissions by the GPO concerning or related to products and services purchased from Vendors. IN NO EVENT WILL BPG BE LIABLE TO MEMBER, OR ANY OTHER PARTY, AND BPG WILL NOT BE LIABLE TO ANY MEMBER FOR ANY LOST PROFITS OR REVENUES, INTERRUPTION OF BUSINESS, CORRUPTED DATA, COST OF COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BPG’s liability to MEMBER OR VENDOR, OR ANY THIRD PARTY EXCEED THE PRICE OF THE PRICE OF THE PRODUCTS OR SERVICES EXCEED $1,000.00. Any advice BPG may provide does not relieve Member from its sole responsibility for proper product selection, use and maintenance. Products are subject to availability as well as manufacturer updates, changes, and discontinuation. This section shall survive the expiration or termination of the Agreement.

3. Confidentiality. Neither Member nor any of its employees or agents shall disclose to any third party or use any BPG Confidential Information during and for three years following the term of this Agreement. “BPG Confidential Information” means all nonpublic, proprietary information whether written, electronic, or in any form regarding BPG, the manufacturers of the products, Vendors, and BPG’s finances, operations, employees, proprietary computer systems, processes regardless of whether they are patented or patentable, the Program, or the product pricing and discounts BPG offers, and BPG’s marketing plans.

4. Administrative Fees. Company acknowledges that during the term of this agreement, most Program vendors will pay BPG an administrative fee as a percentage of the purchase price of the goods or services provided by the Vendors.

5. Member Direct Agreements with Vendors. In consideration of entering into this Agreement, Member (a) agrees to disclose in writing to BPG all agreements that Member has executed and/or otherwise entered into directly with all vendors/manufacturers providing goods and/or services for Member’s consumption or use which include (i) volume allowances, discounts, rebates or other discounted pricing, and (ii) goods/services that may otherwise be procured through the Program (the “Member Direct Agreements”); (b) certifies that an accurate, true and complete listing of each Member Direct Agreement, if any, will be provided to BPG; and (c) agrees to notify BPG, in writing, of any additions to (upon execution) or deletions from (upon expiration or termination) of the list of Member Direct Agreements.

6. Letter of Participation. Member agrees to the following “Letter of Participation” and provides BPG approval to send to suppliers on Member’s behalf. Letter of Participation, “Dear Builders Purchasing Group Vendor Partner, Our organization is a member of Builders Purchasing Group (BPG). As such, we wish to access the contract pricing, programs and services offered by your company under the terms and conditions of the Builders Purchasing Group (BPG) agreement, which include any and all agreements with Mission Group Purchasing, HPSI, Avendra and Aramark. Please consider this letter as our official notification to add our company to the BPG contract. All purchases made by our company and our facilities should be reported to BPG as per the terms of your agreement. This notification shall remain in full force and effect until expressly revoked by our company or upon notification from BPG that our membership has been terminated. Should you have any questions regarding this notification, please contact me as soon as possible.”

7. Term & Termination. The initial term of this Agreement shall be one-year from the date Member executes this Agreement. This Agreement shall automatically renew for additional one-year terms until terminated by either party upon 30 days’ prior written notice. Notice may be provided to Member at the address above. Notice to BPG shall be sent to: 825 Westbrooke Pkwy, Waukesha, WI, 53186.

8. Entire Agreement. This Membership Enrollment, together with the BPG approved Vendor Listing as revised from time to time by BPG, shall constitute the entire agreement between Member and BPG, and shall supersede any prior agreement(s) between Member and BPG.