YALE NEW HAVEN HEALTH SERVICES CORPORATION
STANDARD TERMS AND CONDITIONS
FOR THE PURCHASE of ALL GOODS and SERVICES

I. VENDOR OBLIGATIONS

VendorMate Registration. Vendors and their representatives serving Yale New Haven Health System must complete an online registration process by clicking on “New User Registration” at https://yalenewhavenhealth.vendormate.com prior to the commencement of the Services. Each Vendor will be charged a flat fee ranging from $25.00 to $250.00 per year to cover expenses such as continuous background checks and communication. This fee is based on the scope of the Vendor’s business relationship with Yale-New Haven Health System.

II. SUPPLIER DIVERSITY

The Yale New Haven Health System strives to provide opportunity to qualified businesses, including those owned by small, minority, women, local, veteran, servicedisabled veteran persons to be considered as supply partners for the corporation and its affiliations. YNHHS maintains information and reports quarterly on all spend with local and certified Minority Business Enterprises (MBEs). This includes minority, women, disabled veteran business enterprises.

If the VENDOR is not a certified MBE, the VENDOR must report all applicable Tier II sub-contracted certified MBE spend on a quarterly basis in an electronic format. This spend must be directly applicable to YNHHS.

If the VENDOR is a certified MBE, please provide all certification documentation with your proposal. In addition, all VENDORS are required to provide Tier II reports on a quarterly basis in an electronic format.

Yale New Haven Health System requirements for certified MBEs are as follows.

The company must provide certification of minority status via a valid and up to date certification from the Greater New England Minority Supplier Development Council (GNEMSDC) or another local or national council recognized by the National Minority Supplier Development Council. Absent such certification, the company must provide documentation stating an ownership of at least fifty-one percent (51%) by one or more minority individuals and agree to pursue said certification within the next year. Failure to become certified within that time frame shall cause the company to lose MBE status with YNHHS.

III. ENVIRONMENTALLY PREFERRED PURCHASING

Protection of the earth’s environment is essential for healthy communities. Yale-New Haven Health System (YNHHS) is committed to avoiding harm to human and
environmental health, and to improving environmental quality. 

Toward this end, YNHHS has identified environmental stewardship as one of the tenets of its definition of corporate citizenship. The purpose of environmental stewardship is to minimize waste, prevent pollution, conserve natural resources, reduce costs, and model environmental protection practices within the health care industry.

Environmentally Preferred Purchasing (EPP) is the purchase of products and services whose environmental impacts have been considered and found to be less damaging to the environment and human health when compared to competing products and services.

Specifically, environmentally preferable products and services are those that:

A. Reduce waste, such as through the reduction of material use, reusable or  recyclable products and packaging; recycled-content, remanufactured, or more  durable products and packaging; reduced use of disposables, or other methods.

B. Reduce energy use or utilize sustainable or renewable energy.

C. Reduce water use or reduce the creation of contaminated or polluted wastewater.

When selecting among products, Yale New Haven Health System will prefer products that address our environmental priorities listed above in addition to meeting our performance and cost goals. EPP principles may not be the sole factor in determining product selection but will be weighed with other quality, service, and total cost components.

IV. PRICING AND PAYMENT TERMS

A. YNHHS will pay the undisputed amount of each invoice within ninety (90) days of receipt or within sixty (60) days if Vendor agrees to participate in the JP Morgan Chase Program.

B. YNHHS is a member of VHA/Novation Group Purchasing Organization. If Vendor is a VHA/Novation supplier, they must report all applicable spend to VHA/Novation.

C. All prices shall be F.O.B. Destination, with freight absorbed by Vendor. No special handling charges will be accepted.

D. YNHHS participates in the OptiFreightSM program sponsored by Cardinal Health, Inc. If YNHHS approves any shipping charges, Vendor will comply with the process and instructions provided by Cardinal Health, Inc. for all products shipped to YNHHS. A copy of the current process and instructions are attached.

V. NEW TECHNOLOGY/PRODUCTS

A. New technology will only be accepted after following the established protocol. The general policy for introduction of new technology/products is to inform the YNHHS Contract Coordinator and the YNHHS entity Purchasing Department Buyer of any new or non-formulary product or service. These individuals will provide guidance relative to attaining approval for new technology/product introductions.

B. Unless explicitly agreed otherwise, YNHHS will not pay Vendor for products used in clinical research trials, in product evaluation trials or if brought into the organization without an authorized Purchase Order.

VI. SUBSTITUTIONS

A. Vendor will not make any product or component substitutions without prior approval from YNHHS.

B. In the event of a product backorder, Vendor shall provide to YNHHS notification of the backorder on the same day that the order is placed.

C. If an approved substitution is less costly, Vendor will pass on this reduction to YNHHS. If the approved substitution is more costly from the Vendor, Vendor shall reimburse YNHHS for the difference between the contracted price less the price paid for the substitution, inclusive of freight.

VII. INVENTORY MANAGEMENT

YNHHS requires all vendors to actively participate in the management of the inventory on-hand at all YNHHS sites.

A. Consignment of high end items and implants is a requirement of Yale New Haven Health System. Management of the consignment service must be part of the VENDOR services to all sites.

B. Management of YNHHS owned inventory must also be part of the VENDOR services to all sites.

C. Requirements of VENDOR for Consigned Inventory include:


i. Full responsibility for management of product expiration to include exchange of product without assessment of re-stocking/exchange fees


ii. Quarterly on-site physical inventory counts to be completed and validated by YNHHS department specific manager or designee


iii. Reconciliation of all inventory on-hand and detailed identification(description, item number) of products for exchange


iv. Establish and maintain par levels appropriate to utilization with adjustments based on changes to volume


v. Active management of inventory to ensure no products are on site with expiration sooner than 6 months into the future


vi. Provision, organization, and labeling of storage facility (ie: mobile or fixed cart, cabinet shelf) to facilitate identification/access by clinicians and FIFO

stocking


D. Requirements of VENDOR for YNHHS Owned Inventory include:

i. Return of product defined as excess inventory without assessment of restocking/exchange fees


ii. Return or exchange of product at YNHHS discretion for product defined as obsolete when alternate and/or competing product will be contracted for with same vendor


iii. Exchange of product with expiration in 6 months or less without assessment of re-stocking/exchange fees

VIII. INDEMNIFICATION

Vendor agrees to release, indemnify, hold harmless, and, if requested, defend YNHHS and its respective officers, directors, agents, subsidiaries, affiliates and
employees (collectively, “YNHHS”), from and against any claims, liabilities, damages, actions, costs and expenses (including, without limitation, reasonable
attorneys’ fees and expenses, expert fees and court costs) of any kind or nature, whether at law or in equity, to the extent arising from or caused by the act,
omission or negligence of Vendor including without limitation as to: (1) any breach of any representation, warranty, covenant or agreement of the Vendor as
contained in this Agreement; and, (2) any person, firm or corporation who may be injured or damaged by Vendor in the performance of this Agreement, and (3) any violation of proprietary rights, copyrights, or right of privacy. The obligations of Vendor as contained in this Section X shall survive the expiration or earlier
termination of this Agreement. The remedies set forth in this Section are in addition to and not a limitation on any other rights or remedies that may be available against the Vendor.

IX. MISCELLANEOUS

These terms and conditions constitute the entire Agreement between the parties and supersede all prior written and verbal negotiations, representations and
agreements, if any, between parties on such matters and shall be binding upon the parties and their successors.