THIS NURSING HOME SUPPLY AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into this [Insert Date], by and between [Your Company Name], with its principal place of business located at [Your Company Address] (hereinafter referred to as the “Nursing Home”), and [Supplier Name], with its principal place of business located at [Supplier's Address] (hereinafter referred to as the “Supplier”).

WHEREAS, the Nursing Home operates a facility providing care and services to its residents and requires a reliable supply of medical supplies to support its operations;

WHEREAS, the Supplier is engaged in the business of supplying medical supplies and has the capacity to meet the Nursing Home’s requirements for such goods and services;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Nursing Home and the Supplier (collectively, the “Parties”) agree as follows:

I. Supply of Goods and Services

A. Description of Goods and Services: The Supplier agrees to supply the Nursing Home with medical supplies, food products, and cleaning supplies necessary for the operation of the Nursing Home's facilities. The specific items to be supplied, along with their specifications and standards, are listed in Exhibit A attached to this Agreement.

B. Ordering Process: The Nursing Home shall place orders for goods and services by submitting a completed order form to the Supplier via email or through the Supplier’s online ordering platform. Each order shall specify the types and quantities of goods or services requested, along with the requested delivery date. The Supplier shall acknowledge receipt of each order within two (2) business days and confirm the delivery date.

C. Delivery Terms: The Supplier shall deliver the ordered goods and services to the Nursing Home at [Your Company Address] or such other location as may be specified in the order. Deliveries shall be made within seven (7) business days of the order confirmation unless otherwise agreed upon for specific goods or services. The Supplier is responsible for all shipping costs and shall ensure that goods are properly packed and secured to prevent damage during transport.

II. Prices and Payment

A. Pricing: The prices for goods and services supplied under this Agreement are listed in Exhibit B attached to this Agreement. Prices are fixed for the first twelve (12) months of the Agreement and may be adjusted annually thereafter based on the Consumer Price Index (CPI) but shall not increase by more than five percent (5%) per annum.

B. Invoicing and Payment Terms: The Supplier shall invoice the Nursing Home monthly for goods and services delivered during the preceding month. Each invoice shall itemize the goods and services provided, quantities, unit prices, and the total amount due. The Nursing Home agrees to pay all invoices within thirty (30) days of receipt. Payments shall be made by bank transfer to the account specified by the Supplier.

C. Late Payment: In the event that any invoice is not paid by the Nursing Home within thirty (30) days of receipt, the Supplier may charge a late payment fee of 1.5% per month on the outstanding balance until paid in full. The Supplier reserves the right to withhold further deliveries of goods and services until all outstanding invoices are paid.

III. Quality and Compliance

A. Quality Standards: The Supplier guarantees that all goods and services provided under this Agreement shall conform to the specifications outlined in Exhibit A, meet the Nursing Home's operational standards, and be free from defects in materials and workmanship. Any goods or services found to be non-compliant with the agreed specifications must be replaced or corrected by the Supplier at no additional cost to the Nursing Home within ten (10) business days of notification.

B. Regulatory Compliance: The Supplier ensures that all goods and services supplied will comply with applicable local, state, and federal laws and regulations, including those related to health, safety, and environmental standards. The Supplier shall maintain all necessary certifications and licenses and provide copies to the Nursing Home upon request.

IV. Term and Termination

A. Contract Duration: This Agreement shall commence on [Start Date] and shall continue in effect for a period of three (3) years, unless terminated earlier in accordance with the provisions of this section.

B. Termination for Cause: Either party may terminate this Agreement upon thirty (30) days written notice if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within the notice period.

C. Termination for Convenience: The Nursing Home may terminate this Agreement at any time without cause upon sixty (60) days written notice to the Supplier. In such case, the Nursing Home shall pay for all goods and services delivered up to the date of termination.

V. Confidentiality

A. Confidential Information: Both parties acknowledge that during the term of this Agreement, they may be exposed to or acquire information that is proprietary or confidential to the other party. Confidential Information includes, but is not limited to, pricing, specifications, business processes, and client data.

B. Protection of Confidentiality: Both parties agree to keep all Confidential Information in strict confidence and to use the information solely for purposes of performing under this Agreement. Neither party shall disclose any Confidential Information to any third party without the prior written consent of the other party. This obligation of confidentiality shall survive the termination of this Agreement for a period of five (5) years.

VI. Liability and Indemnification

A. Limitation of Liability: Except in cases of gross negligence or willful misconduct, neither the Nursing Home nor the Supplier shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, regardless of the form of action.

B. Indemnification: The Supplier agrees to indemnify, defend, and hold harmless the Nursing Home and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with the Supplier's breach of this Agreement, the provision of defective goods or services, or the violation of any law or the rights of a third party by the Supplier or its employees, agents, or subcontractors.

VII. Dispute Resolution

A. Negotiation: In the event of any dispute arising out of or related to this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiation within thirty (30) days from the date of written notice of the dispute.

B. Mediation: If the dispute cannot be resolved through negotiation, the parties agree to attempt to resolve the dispute through mediation before a mutually agreed-upon mediator within sixty (60) days from the date of the initial negotiation.

C. Arbitration: If mediation fails to resolve the dispute, either party may initiate binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [Specify Location], and the decision of the arbitrator(s) shall be final and binding upon the parties.

VIII. Miscellaneous Provisions

A. Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, government regulations, disaster, strikes, civil disorder, or other similar causes beyond its control, for the duration of such event.

B. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [Specify State], without regard to its conflict of laws principles.

C. Entire Agreement: This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.

D. Amendment: This Agreement may be amended or modified only by a written document executed by duly authorized representatives of both parties.

E. Notices: Any notices required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery, three (3) days after mailing by registered or certified mail, or one (1) day after transmission by email or facsimile, provided a confirmation of transmission is produced.

Signatures

IN WITNESS WHEREOF, the parties have executed this Nursing Home Supply Agreement as of the date first written above.

Nursing Home

[Name]

[Date]

Supplier

[Name]

[Date]

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