VWR International, LLC Letter of Participation

Note: This letter of participation may be completed only by representatives of E&I member institutions. To determine whether your institution is a member, visit our Member Locator. To join E&I, complete a Membership Application.

A. On the first day of the month following the execution of this Letter of Participation (“LOP”) (“MEMBER”) will become a Basic participating member of the E&I/VWR International, LLC Master Agreement CNR01459 (“AGREEMENT”). MEMBER represents and warrants that it has reviewed the terms and conditions of the AGREEMENT. MEMBER agrees that by enrolling to participate under the AGREEMENT, MEMBER shall be bound by the terms and conditions of the AGREEMENT. Except as modified herein, all purchase orders issued by MEMBER will be governed only by the terms and conditions of the AGREEMENT, notwithstanding any conflicting, inconsistent, or additional preprinted terms or conditions of either party appearing elsewhere; provided, however, that the installation terms for purchase orders for the installation of scientific laboratory equipment or furniture will be as set forth on VWR International, LLC’s quotation form.

B. The E&I Program Participation Tiers, hereunder as Exhibit 1, outlines the services, commercial terms and pricing of the AGREEMENT. For the sake of clarity, Exhibit 1 is provided for ease of reference only and in the event of a conflict between Exhibit 1 and the Agreement, the Agreement shall govern. E&I and VWR International, LLC may, from time to time, agree to amendments that alter this AGREEMENT’s benefits and terms, and in such cases, MEMBER will receive the altered benefits, subject to the MEMBER’s right to termination as described in Section F below.

C. Pricing will be loaded for each member account specified upon the Effective Date of the signed LOP. Pricing will not be retroactive, and will supersede any existing pricing.

D. MEMBER hereby commits to utilizing VWR International, LLC as a Basic Tier Supplier for laboratory supplies, chemicals, equipment, and services distributed by VWR International, LLC as per tier requirements.

E. MEMBER hereby acknowledges and understands that the information provided to MEMBER that is contained in the AGREEMENT, including, but not limited to pricing information, is proprietary and confidential. MEMBER thereby commits to treating such information as confidential, to the extent permitted by local, state, and federal laws, and will use reasonable efforts to safeguard the information and to prevent unauthorized, negligent or inadvertent disclosure thereof. MEMBER shall provide VWR International, LLC with three (3) business days’ notice, or the maximum amount permitted by law, prior to disclosing any VWR International, LLC Information pursuant to a third-party request for disclosure under federal or state freedom of information law(s) or regulation(s).

F. In the event that VWR International, LLC’s relationship with E&I expires or terminates, MEMBER shall be granted the same terms, and this Agreement shall continue in full to remain in full force and effect, unless terminated by either party in accordance with the terms of this Section F. Both MEMBER and VWR International, LLC may terminate this LOP for convenience with thirty (30) days written notice to the non-terminating party. In the event of any termination or expiration of this LOP, MEMBER shall be billed immediately for products shipped through the effective date of such termination or expiration.



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