By submitting a Supplier Application Form on our website, or by accepting a purchase order or supply agreement from Zagarx, you agree to be bound by these Supplier Terms. If you do not agree, please do not submit an application or accept orders from Zagarx.
These Supplier Terms should be read in conjunction with Zagarx’s general Terms & Conditions and Privacy Policy, both available at www.zagarx.com.
01
Supplier Eligibility & Application
- Be a legally registered business entity in their country of operation
- Hold all required licenses, permits, and certifications applicable to the products they supply
- Be in good standing with applicable regulatory authorities (e.g., FDA, ISO, CE, or equivalent)
- Provide accurate, complete, and truthful information in the Supplier Application Form
- Not be subject to any active government sanctions, debarment, or exclusion orders
Submission of a Supplier Application does not guarantee acceptance into the Zagarx supplier network. Zagarx reserves the right to approve, decline, or defer any application at its sole discretion without being required to provide a reason. Zagarx may conduct background checks, reference checks, or verification of submitted documentation as part of the review process.
02
Supplier Verification & Onboarding
- Execution of a formal Supplier Agreement or Non-Disclosure Agreement (NDA) where required
- Submission and verification of all required compliance documentation (W-9, EIN, FDA registration, ISO certificates, COI, etc.)
- Review and approval of product catalogues and pricing schedules
- Completion of any additional due diligence required by Zagarx
Suppliers must promptly notify Zagarx of any material changes to their business, ownership, certifications, or regulatory status that may affect their eligibility or ability to fulfill orders.
03
Product Quality & Compliance Standards
All products supplied to Zagarx clients through the Zagarx network must meet the following standards:
- Products must comply with all applicable U.S. federal and state regulations, including but not limited to FDA requirements for medical devices and consumables
- Products must meet the specifications, standards, and certifications represented by the Supplier at the time of application and in product documentation
- Medical products must be sourced from FDA-registered facilities where applicable, and must carry applicable CE marks or ISO certifications as required
- Products must not be counterfeit, adulterated, misbranded, expired, or tampered with
- Products must be properly labeled, packaged, and stored in accordance with manufacturer specifications and applicable regulations
- Suppliers must be able to provide full documentation of product provenance and supply chain traceability upon request
Zagarx reserves the right to reject, return, or refuse payment for any products that do not meet the agreed specifications or applicable regulatory standards.
04
Pricing, Quotes & Purchase Orders
Suppliers agree to the following pricing and order terms:
- All pricing submitted to Zagarx must be accurate, competitive, and inclusive of all applicable fees unless otherwise stated
- Suppliers must honor quoted prices for the duration specified in the quote or, where no duration is specified, for a minimum of 30 days from the date of the quote
- Price changes must be communicated to Zagarx in writing with a minimum of 14 days' advance notice
- A purchase order (PO) issued by Zagarx constitutes a binding order — suppliers must confirm acceptance of each PO in writing within 2 business days
- Suppliers may not modify, substitute, or partially fulfill a confirmed PO without prior written approval from Zagarx
- Any changes to confirmed orders — including quantity, specification, or delivery timeline — must be agreed in writing by both parties
05
Delivery, Fulfillment & Lead Times
- Suppliers must communicate realistic and accurate lead times at the time of quoting
- Any delay in fulfillment must be communicated to Zagarx as soon as practicable, with a revised expected delivery date
- Suppliers are responsible for ensuring products are properly packaged for safe transit and arrive in the condition described
- Delivery must be made to the address specified in the purchase order
- Risk of loss or damage transfers in accordance with the shipping terms (FOB Origin or FOB Destination) stated in the applicable purchase order
Repeated or material failures to meet agreed delivery timelines may result in removal from the Zagarx supplier network.
06
Invoicing & Payment
- Invoices must reference the applicable Zagarx Purchase Order number
- Invoices must be accurate and submitted only after goods have been shipped or services rendered
- Payment terms will be specified in the applicable purchase order or supplier agreement — standard terms are Net 30 days from receipt of a valid invoice, unless otherwise agreed in writing
- Zagarx reserves the right to dispute invoices that contain errors, do not match the purchase order, or relate to products that have not been received or accepted
- Disputed invoices will be communicated to the Supplier within 10 business days of receipt
Zagarx shall not be liable for late payment where delays are caused by inaccurate, incomplete, or incorrectly submitted invoices.
07
Representations & Warranties
- Your business is legally registered and in good standing in its country of operation
- You hold all licenses, certifications, and permits required to manufacture, distribute, or sell the products you supply
- All information provided in your application and in product documentation is accurate, complete, and not misleading
- Products supplied will conform to the specifications, quality standards, and certifications represented
- You have full legal authority to sell and transfer ownership of the products you supply
- Your participation in the Zagarx network does not violate any agreement, law, or regulatory obligation to which you are subject
- You are not listed on any government sanctions list, debarment registry, or excluded party list (including the U.S. SAM.gov exclusions list)
These representations and warranties are ongoing and must remain accurate throughout your participation in the Zagarx supplier network. You must immediately notify Zagarx if any of these representations become inaccurate.
08
Confidentiality
Suppliers acknowledge that in the course of their relationship with Zagarx, they may receive access to confidential and proprietary information, including but not limited to:
- Client identities, procurement requirements, and order details
- Pricing strategies, sourcing processes, and supplier network details
- Business plans, financial information, and strategic plans
- Any information marked as confidential or that a reasonable person would understand to be confidential
Suppliers agree to:
- Keep all Zagarx confidential information strictly confidential
- Not disclose Zagarx confidential information to any third party without prior written consent
- Use Zagarx confidential information only for the purpose of fulfilling supply obligations
- Return or destroy confidential information upon request or upon termination of the supplier relationship
These confidentiality obligations survive the termination of the supplier relationship for a period of three (3) years.
09
Product Recalls & Regulatory Actions
In the event of a product recall, safety alert, or regulatory action affecting any products supplied to Zagarx or its clients, the Supplier must:
- Notify Zagarx in writing immediately upon becoming aware of the recall or regulatory action
- Provide full details of the affected products, lot numbers, and quantities supplied to Zagarx
- Cooperate fully with Zagarx to identify and retrieve affected products from Zagarx clients
- Bear all costs associated with product retrieval, replacement, or disposal where the recall or action is attributable to the Supplier
Zagarx reserves the right to seek indemnification from the Supplier for any losses, claims, or expenses incurred as a result of a supplier-caused product recall or regulatory action.
10
Indemnification
Suppliers agree to defend, indemnify, and hold harmless Zagarx LLC, its officers, directors, employees, agents, and clients from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
- Any breach of these Supplier Terms or any purchase order
- Any product defect, safety issue, or non-compliance with applicable regulations
- Any inaccuracy or misrepresentation in the Supplier's application or product documentation
- Any infringement of third-party intellectual property rights by the Supplier's products
- Any product recall or regulatory action caused by the Supplier
- The Supplier's negligence, misconduct, or violation of applicable law
11
Limitation of Zagarx Liability
To the fullest extent permitted by applicable law, Zagarx’s total liability to any Supplier shall not exceed the total value of purchase orders placed with that Supplier in the 12 months preceding the event giving rise to the claim. Zagarx shall not be liable for any indirect, incidental, consequential, or punitive damages in connection with the supplier relationship.
12
Termination of Supplier Relationship
Either party may terminate the supplier relationship at any time by providing written notice to the other party. In addition, Zagarx may immediately suspend or
terminate a Supplier’s participation in the network if:
- The Supplier breaches these Supplier Terms or any purchase order
- The Supplier provides false or misleading information in their application or documentation
- The Supplier loses required licenses, certifications, or regulatory approvals
- The Supplier is subject to government sanctions, debarment, or exclusion
- The Supplier's products are subject to a recall, regulatory action, or safety alert
- The Supplier becomes insolvent, files for bankruptcy, or ceases business operations
- Zagarx determines, in its sole discretion, that the Supplier no longer meets its quality or compliance standards
Termination does not affect any rights or obligations that accrued prior to termination, including pending purchase orders and payment obligations.
13
Non-Solicitation
During the term of the supplier relationship and for a period of twelve (12) months following its termination, Suppliers agree not to directly solicit or contract with
Zagarx clients that were introduced to the Supplier through the Zagarx network, without Zagarx’s prior written consent.
14
Governing Law & Dispute Resolution
These Supplier Terms shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to conflict of law provisions.
In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation within 30 days of the dispute being raised in writing. If unresolved, disputes shall be submitted to binding arbitration in New York, New York under the rules of the American Arbitration Association (AAA).
15
Changes to These Supplier Terms
Zagarx reserves the right to update these Supplier Terms at any time. Updated terms will be posted on the Zagarx website with a revised effective date. Continued participation in the Zagarx supplier network following the posting of updated terms constitutes acceptance of the revised terms. Zagarx will make reasonable efforts to notify active suppliers of material changes by email.
16
Entire Agreement
These Supplier Terms, together with any executed Supplier Agreement, Non-Disclosure Agreement, and individual Purchase Orders, constitute the entire agreement between Zagarx and the Supplier with respect to the supplier relationship. They supersede all prior communications, representations, or understandings — whether oral or written — on the same subject matter.
Contact Information
For questions related to these Supplier Terms or your supplier application, please contact:
Zagarx LLC — Supplier Relations
- info@zagarx.com
- Call Procurement Team : +1 (347) 355-2081
- www.zagarx.com/supplier-terms
- New York, NY, United States