SOW.docx

SOW

Initial Stocking Inventory; Modifications to Inventory Levels. Vendor shall provide NMCP with an initial inventory of consigned breast implants and tissue expanders products listed below. Stocking Inventory levels shall be based on good faith reasonable estimates of NMCP’s use of the products for a typical one-month period. During the term of this agreement, the parties may agree to modify levels of inventory for the product and/or additional plastic surgery products to more closely match NMCP’s then current actual need for products. Any agreement to increase stocking inventory levels shall be in accordance with vendor’s then current policies for establishing and revising stocking inventory levels. Vendor shall provide NMCP with new list of stocking inventory and modification to this BPA will be issued to reflect any products added (and such products shall then be included in the definition of “Products”) or the parties have agreed to modify the level of Products in the stocking inventory.

Shipment of Products. Breast implants and tissue expanders shall be sent via an overnight delivery service for next business day delivery. NMCP will be responsible for overnight shipping charges. All other products shall be sent for delivery within two (2) business days after the time of receipt of notification by NMCP to the vendor. Vendor shall pay for 2nd day shipping charges incurred for products provided under this agreement.

Title to Products in the Stocking Inventory shall remain with vendor until removed from Stocking Inventory for use by NMCP. NMCP controls the Stocking Inventory, and therefore, NMCP bears the risk of loss and costs to replace Products in the Stocking Inventory in the event of sterilization expiration, loss or damage of Products. The vendor shall replace all damaged and defective products. The vendor’s liability is expressly limited to the replacement of goods damaged as a result of shipping or goods with manufacturing defects.

Ordering Replacement Products. NMCP shall order and pay for replacement Products in the Stocking Inventory as Products are used so that the Product levels remain consistent with the Stocking Inventory levels in the then current agreement. All such purchases and all payments for Products made under this agreement shall be as stated in this BPA agreement and be ordered against the current BPA call number. The replacement item shall be the same size and model of the product being replaced to maintain an exact consignment inventory. The vendor agrees to maintain the specified quantities of products set forth under the schedule at all times during the term of the agreement by promptly replacing like quantities of items that may be used, thus assuring instant availability of all such products specified by this BPA

Tracking Audit. NMCP shall properly trace all Products in the Stocking Inventory and maintain all records and documentation by and/or consistent with applicable law and vendor. At least annually, representatives from vendor and NMCP shall meet at the location where NMCP maintains the Stocking Inventory to count the number of Products (by Product category) that NMCP has in inventory under this agreement. If the audit determines that the actual inventory of Products is less than the Stocking Inventory levels set out in this agreement, NMCP shall either: (a) order and pay for sufficient quantities of each Product to restore the Stocking Inventory to the Stocking Inventory levels; or (b) issue a purchase order and pay for the Products representing the shortfall and in such case, the Stocking Inventory levels will be reduced accordingly.