MASTER SERVICES

 

MASTER SERVICES & PURCHASE AGREEMENT (MSPA)

Ford Medtech, LLC

This Master Services & Purchase Agreement (“Agreement”) is entered into as of [Effective Date] (“Effective Date”) by and between:

Ford Medtech, LLC, a New York limited liability company (“Supplier”), and
[Customer Legal Name], a [State] [entity type] (“Customer”).

Supplier and Customer may be referred to individually as a “Party” and collectively as the “Parties.”

 

1. Scope of Agreement

This Agreement governs the purchase and use of Supplier’s medical devices (“Products”), as well as any related services provided by Supplier.

Orders may be placed via:

  • Supplier’s e-commerce platform
  • Purchase orders issued by Customer
  • Written agreement between the Parties

Each accepted order constitutes a “Order” governed by this Agreement.

 

2. Product Use and Restrictions

Customer agrees that:

  • Products are to be used only by qualified healthcare professionals
  • Products will be used strictly in accordance with:
    • Instructions for Use (IFU)
    • Labeling and regulatory clearances
    • Applicable laws and standards of care

Customer shall not:

  • Modify, alter, or misuse the Products
  • Use Products for unapproved or investigational purposes unless permitted by law

 

3. Pricing and Payment Terms

  • Pricing shall be as set forth in Supplier quotations, website listings, or executed Order documents
  • Payment terms:
    • Default: payment due at time of order (e-commerce)
    • Approved accounts: Net [30] days from invoice date

Late payments may incur interest at 1.5% per month (or maximum permitted by law).

Customer is responsible for all applicable taxes (excluding Supplier’s income taxes).

 

4. Shipping, Title, and Risk of Loss

  • Shipping terms: FOB Shipping Point (unless otherwise agreed)
  • Title and risk of loss transfer to Customer upon shipment
  • Delivery dates are estimates and not guaranteed

 

5. Inspection and Acceptance

Customer shall inspect Products upon receipt and notify Supplier of any nonconformity within 10 business days.

Failure to provide timely notice constitutes acceptance.

 

6. Regulatory Compliance

Supplier represents that:

  • Products are cleared by the U.S. Food and Drug Administration as applicable
  • Products are manufactured in accordance with applicable regulatory requirements

Customer agrees to:

  • Use Products in compliance with all applicable laws and regulations
  • Maintain appropriate internal controls and clinical oversight

 

7. Product Traceability and Recall

Supplier may contact Customer regarding:

  • Product recalls
  • Safety notices
  • Field corrections

Customer agrees to reasonably cooperate with such actions.

 

8. Data Privacy and HIPAA

The Parties acknowledge:

  • Supplier does not collect or process patient health information (PHI) through its ordering systems
  • Supplier is not a Business Associate under the Health Insurance Portability and Accountability Act for purposes of this Agreement

Customer agrees not to submit PHI through Supplier systems.

 

9. Warranty

Supplier warrants that Products:

  • Conform to labeled specifications at the time of delivery
  • Are manufactured in accordance with applicable regulatory requirements

Disclaimer:
EXCEPT AS EXPRESSLY PROVIDED, PRODUCTS ARE PROVIDED “AS IS.”
SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

10. Indemnification

10.1 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Supplier from any claims arising out of:

  • Use of Products outside intended use
  • Failure to follow IFU or applicable clinical standards
  • Modification or misuse of Products
  • Submission of PHI or regulated data
  • Customer’s violation of applicable laws

10.2 Supplier Indemnification

Supplier shall indemnify Customer against third-party claims arising from:

  • Defective Products (as manufactured by Supplier)
  • Supplier’s violation of applicable law

 

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • SUPPLIER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
  • SUPPLIER’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS GIVING RISE TO THE CLAIM

 

12. Insurance

Supplier shall maintain commercially reasonable insurance coverage, including:

  • General liability
  • Product liability

Certificates of insurance available upon request.

 

13. Term and Termination

This Agreement shall remain in effect until terminated.

Either Party may terminate:

  • For convenience upon 30 days’ written notice
  • Immediately for material breach if not cured within 15 days

Termination does not affect outstanding Orders.

 

14. Confidentiality

Each Party agrees to maintain the confidentiality of non-public information disclosed in connection with this Agreement.

 

15. Governing Law

This Agreement shall be governed by the laws of the State of [New York], without regard to conflict of law principles.

 

16. Dispte Resolution

The Parties shall attempt to resolve disputes in good faith.

If unresolved, disputes shall be brought in the state or federal courts located in [New York].

 

17. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements.

No additional or conflicting terms in purchase orders shall apply unless expressly agreed in writing.

 

18. Amendment

This Agreement may only be amended in writing signed by both Parties.

 

19. Assignment

Customer may not assign this Agreement without prior written consent of Supplier, except to an affiliate or in connection with a merger or sale.

 

20. Force Majeure

Neither Party shall be liable for delays caused by events beyond reasonable control.

 

21. Notices

All notices shall be sent to the addresses designated by each Party.

 

SIGNATURES

Ford Medtech, LLC
By: __________________________
Name:
Title:
Date:

[Customer Legal Name]
By: __________________________
Name:
Title:
Date:

 

Exhibit A (Optional): Ordering Terms for E-Commerce

Orders placed through Supplier’s website are deemed accepted upon confirmation and are subject to this Agreement.