Common use of Supply of Products Clause in Contracts

Supply of Products. Distributor will place orders for the Products from time to time by written notice to Company or by such other method as agreed upon by the parties and Company will sell and supply all Products so ordered by Distributor. Except as otherwise expressly provided for herein, all of the terms and provisions appearing on the front and reverse sides of Distributor’s order forms (as revised by Distributor from time to time in its sole judgment) shall govern the sale by Company and the purchase by Distributor of the Products under this Agreement. With respect to all purchases by Distributor under this Agreement, the parties agree to comply with, be bound by and subject to all of said terms and provisions contained in said purchase order forms in addition to the following: (a) Distributor will pay Company for conforming and non-defective Products sold hereunder based upon payment terms of “2% 20 net 45” days after the later of receipt of said conforming Products by Distributor or receipt by Distributor of Company’s invoice to Distributor for said conforming Products. (b) Any sales taxes imposed by applicable governmental authorities on or measured by the transactions between Distributor and Company shall be paid by Distributor in addition to the prices invoiced. In the event Distributor is required to pay any other taxes, fees or charges, Company shall reimburse Distributor therefor. (c) Distributor shall not be held responsible for any failure to pay resulting in whole or in part from riots or civil strife, or other disorders, wars, acts of enemies, strikes, labor conditions or restrictions, accidents, acts of Company, weather conditions, acts of God or by any other cause not within the control of Distributor. (d) DISTRIBUTOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONTINGENT OR CONSEQUENTIAL DAMAGES OR EXPENSES OF ANY KIND OR CHARACTER. (e) All sales of the Products hereunder shall be F.O.B. Distributor’s warehouse locations as designated by Distributor from order to order or as otherwise specified by Distributor or, if another method of delivery is specified by Distributor, the freight costs will be paid in accordance with standard Company freight policies. However, in all cases, Distributor reserves the right, in its discretion, to determine the exact method of shipment. Distributor reserves the right to require deliveries to be made in installments, all such installments to be separately invoiced and paid for when due in accordance with the terms hereof, without regard to subsequent deliveries. Delay in delivery of any installment shall relieve Distributor of Distributor’s obligations to accept remaining deliveries. Distributor shall notify Company of any claims for shortages, defects or damages and shall hold the Products for Company’s written disposition. With respect to the obligations of Company to deliver Products on the dates specified by Distributor, time is of the essence. (f) All of the Distributor’s orders for the Products are subject to acceptance and approval by Immuron. If the Products are in limited supply or otherwise unavailable in the quantities requested by the Distributor, Immuron may elect to cutback the Distributor’s order and instead allocate such limited supply or availability among the Distributor and its other customers in a commercially reasonable manner. Without limiting the foregoing, the Distributor shall have no obligation to accept automatic shipments of any Product.

Supply of Products. Distributor (a) All orders are subject to acceptance or rejection by ECHO in whole or part. ECHO will place use commercially reasonable efforts to fill accepted orders for Products. All accepted orders will be subject to delay or change occurring in manufacture, shipment or delivery. The terms of purchase applicable to any purchase of Products by a Participating Franchisee will be those set forth in the Products from time to time by written notice to Company or by such other method as agreed upon by the parties and Company will sell and supply all Products so ordered by Distributor. Except as otherwise expressly provided for herein, all of the terms and provisions appearing on the front and reverse sides of Distributor’s related ECHO order forms (as revised by Distributor from time to time and those set forth in its sole judgment) shall govern the sale by Company and the purchase by Distributor of the Products under this Agreement. With respect to all purchases by Distributor under this AgreementIn the event of discrepancy, the parties agree to comply with, be bound by and subject to all of said terms and provisions contained in said purchase order forms this Agreement will prevail, unless ECHO otherwise agrees in addition to the following: (a) Distributor will pay Company for conforming and non-defective Products sold hereunder based upon payment terms of “2% 20 net 45” days after the later of receipt of said conforming Products by Distributor or receipt by Distributor of Company’s invoice to Distributor for said conforming Productswriting. (b) Any sales taxes imposed by applicable governmental authorities on or measured by the transactions between Distributor and Company shall be paid by Distributor in addition ECHO will notify Participating Franchisees from time to time of the prices invoicedand charges (including, but not limited to, packing, handling and delivery charges) relating to Products sold under this Agreement. In ECHO reserves the event Distributor is required right to pay change such prices and charges at any other taxestime, fees or charges, Company shall reimburse Distributor thereforand will invoice a Participating Franchisee at the prices and charges in effect as of the date Products are shipped to that Participating Franchisee. (c) Distributor shall not be held responsible A Participating Franchisee will pay ECHO for Products on the terms stated on any failure to ECHO invoice. ECHO may charge a Participating Franchisee, and the Participating Franchisee will pay resulting in whole or in part from riots or civil strife, or other disorders, wars, acts interest of enemies, strikes, labor conditions or restrictions, accidents, acts of Company, weather conditions, acts of God or 2% per month on any late payments by any other cause not within the control of DistributorServicer. (d) DISTRIBUTOR SHALL NOT BE LIABLE FOR ANY SPECIALProducts sold to a Participating Franchisees under this Agreement will be shipped for the account of that Participating Franchisee by carriers selected by ECHO. Regardless of to whom Products are consigned, INCIDENTALhow they are shipped or paid for, CONTINGENT OR CONSEQUENTIAL DAMAGES OR EXPENSES OF ANY KIND OR CHARACTERor where or when shipping documents are endorsed or delivered, the property, control, beneficial ownership, risk of loss or damage and legal title in and to all Products sold by ECHO will pass to the Participating Franchisee Ex Works at ECHO’s shipment location (as such term is defined in Incoterms 2010 published by the International Chamber of Commerce). Notwithstanding the foregoing, ECHO retains a purchase money security interest in all Products sold to a Participating Franchisee to secure payment for Products sold until payment in full for all Products has been received by ECHO. Servicer use commercially reasonable efforts to see that Participating Franchisees authorize ECHO to file appropriate financing statements to perfect such security interest. (e) All sales Claims for any alleged shortage, defect, damage or error in shipments of the Products hereunder shall must be F.O.B. Distributor’s warehouse locations as designated made by Distributor from order a Participating Franchiee to order or as otherwise specified by Distributor or, if another method of delivery is specified by Distributor, the freight costs will be paid ECHO in writing in accordance with standard Company freight policiesECHO's written instructions within ten (10) days after the bxxx of lading date. However, in all cases, Distributor reserves the right, in its discretion, to determine the exact method of shipment. Distributor ECHO reserves the right to require deliveries disallow, in whole or in part, any claim which is submitted after such period or not adequately substantiated. Upon ECHO's request, a Participating Franchisee will submit for inspection by ECHO or its insurance agents any Products alleged to be made in installments, all such installments to be separately invoiced and paid for when due in accordance with the terms hereof, without regard to subsequent deliveries. Delay in delivery of any installment shall relieve Distributor of Distributor’s obligations to accept remaining deliveries. Distributor shall notify Company of any claims for shortages, defects damaged or damages and shall hold the Products for Company’s written disposition. With respect to the obligations of Company to deliver Products on the dates specified by Distributor, time is of the essencedefective. (f) ECHO may apply towards the payment of any amount due from a Participating Franchisee to ECHO, or to any of its subsidiaries, associated or controlled companies, any credit owing to that Participating Franchisee, and ECHO at its option may collect any sums owing by a Participating Franchisee to ECHO by drawing on any credits or amount which may be owed to that Participating Franchisee by ECHO or by any of said companies. All collection charges involved in the drawing of such credits will be for the account of the Distributor’s orders Participating Franchisee. In no event will a Participating Franchisee have the right to retain any properties or monies belonging to or owed to ECHO, or to set off against any amounts owing to ECHO, for whatever reason, any amounts claimed to be owed by ECHO to the Participating Franchisee. (g) No warranties express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose, are made or will be deemed to have been made by ECHO except the warranty by ECHO to a Participating Franchisee set forth in the applicable ECHO or manufacturer's warranty policy manual, bulletin or other publication in effect at the time ECHO sells the Products are subject in question to acceptance and approval by Immuron. If the Products are in limited supply or otherwise unavailable in the quantities requested by the Distributor, Immuron may elect to cutback the Distributor’s order and instead allocate such limited supply or availability among the Distributor and its other customers in a commercially reasonable manner. Without limiting the foregoing, the Distributor shall have no obligation to accept automatic shipments of any ProductParticipating Franchisee.

Supply of Products. Distributor will 7.1 The Business Dealer can purchase all its requirements for GSM products from CENTRAVOICE directly or indirectly from its affiliated approved product distributors for all device and terminal equipment, handsets for all connectivity to the Network Operator Service Providers to sell through its outlets and/or the sub-Business Dealer to customers in the territory. 7.2 The Business Dealer shall place all orders for products (which defined term shall exclude Virtual Vouchers for the Products remainder of this clause 7) in writing on an order form reasonably acceptable to CENTRAVOICE and/or the Network Operator Service Providers by facsimile or e- mail, to the designated facsimile line or e-mail address nominated by CENTRAVOICE from time to time. As at the effective date CENTRAVOICE nominates the following, e-mail addresses, and fax numbers: Email: Fax: 7.3 Acceptance by CENTRAVOICE and/or its affiliated approved product distributors, the Network Operator and Service Providers of orders placed by the Business Dealer for the supply of products will be subject at all times to the availability thereof and to credit clearance and credit limits as determined by CENTRAVOICE and/or its affiliated approved product distributors, from time to time. 7.4 Delivery of the products will be made by CENTRAVOICE and/or its affiliated approved product distributors. The Network Service Providers or its freight agent to the Business Dealer. 7.5 The Business Dealer or their outlets as the case may be, shall, upon delivery return to CENTRAVOICE and/or its affiliated approved product distributors and the Network Operator Service Providers a duly authorised signed, dated and officially stamped delivery note, which delivery note shall constitute prima facie proof of delivery. Such returned delivery note should also note any quantity shortages or other discrepancies of the delivered products. 7.6 CENTRAVOICE and/or the Network Operator Service Providers will use its reasonable endeavours to comply with delivery dates requested by the Business Dealer, however the Business Dealer acknowledges that all delivery dates are estimates only and accordingly CENTRAVOICE and/or the Network Operator Service providers shall have no liability towards the Business Dealer or any customer for any delay in delivery. 7.7 Risk in the products (other than the Virtual Vouchers) supplied by CENTRAVOICE and/or its affiliated approved product distributors, the Network Operator Service Providers to the Business Dealer shall pass to the Business Dealer upon collection alternatively upon delivery thereof by CENTRAVOICE and/or its affiliated approved product distributors. 7.8 CENTRAVOICE and/or its affiliated approved product distributors, the Network Operator Service Providers shall be entitled to vary their methods of supply, delivery or to discontinue the supply of products from time to time. 7.9 CENTRAVOICE and/or its affiliated approved product distributors, Network Operator Service Providers shall be entitled to add further products to this agreement by means of New Product Schedules upon written notice to Company or by such other method as agreed upon by the parties and Company will sell and supply all Products so ordered by Distributor. Except as otherwise expressly provided for herein, all of the terms and provisions appearing on the front and reverse sides of Distributor’s order forms (as revised by Distributor from time to time in its sole judgment) shall govern the sale by Company and the purchase by Distributor of the Products under this Agreement. With respect to all purchases by Distributor under this Agreement, the parties agree to comply with, be bound by and subject to all of said terms and provisions contained in said purchase order forms in addition to the following: (a) Distributor will pay Company for conforming and non-defective Products sold hereunder based upon payment terms of “2% 20 net 45” days after the later of receipt of said conforming Products by Distributor or receipt by Distributor of Company’s invoice to Distributor for said conforming Products. (b) Any sales taxes imposed by applicable governmental authorities on or measured by the transactions between Distributor and Company shall be paid by Distributor in addition to the prices invoicedBusiness Dealer. In the event Distributor is required to pay of any other taxesconflict between the terms and conditions contained in this agreement and any New Product Schedules, fees or charges, Company the latter shall reimburse Distributor thereforprevail. (c) Distributor 7.10 Ownership in respect of all products shall not be held responsible for any failure to pay resulting in whole or in part from riots or civil striferemain with CENTRAVOICE and/or its affiliated approved product distributors, or other disorders, wars, acts of enemies, strikes, labor conditions or restrictions, accidents, acts of Company, weather conditions, acts of God or the Network Operator Service Providers until full payment has been received by any other cause not within CENTRAVOICE and/or its affiliated approved product distributors and the control of DistributorNetwork Operator Service providers. (d) DISTRIBUTOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONTINGENT OR CONSEQUENTIAL DAMAGES OR EXPENSES OF ANY KIND OR CHARACTER. (e) All sales of the Products hereunder 7.11 The Business Dealer shall only be F.O.B. Distributor’s warehouse locations as designated by Distributor entitled to return products purchased from order to order or as otherwise specified by Distributor or, if another method of delivery is specified by DistributorCENTRAVOICE and/or its affiliated approved product distributors, the freight costs will be paid in accordance with standard Company freight policies. However, in all cases, Distributor reserves Network Operator Services Providers if full payment has been received by CENTRAVOICE and/or its affiliated approved product distributors the right, in its discretion, to determine the exact method of shipment. Distributor reserves the right to require deliveries to be made in installments, all such installments to be separately invoiced and paid for when due in accordance with the terms hereof, without regard to subsequent deliveries. Delay in delivery of any installment shall relieve Distributor of Distributor’s obligations to accept remaining deliveries. Distributor shall notify Company of any claims for shortages, defects or damages and shall hold the Products for Company’s written disposition. With respect to the obligations of Company to deliver Products on the dates specified by Distributor, time is of the essenceNetwork Operator Service Providers. (f) All of the Distributor’s orders for the Products are subject to acceptance and approval by Immuron. If the Products are in limited supply or otherwise unavailable in the quantities requested by the Distributor, Immuron may elect to cutback the Distributor’s order and instead allocate such limited supply or availability among the Distributor and its other customers in a commercially reasonable manner. Without limiting the foregoing, the Distributor shall have no obligation to accept automatic shipments of any Product.

Supply of Products. a. CytoCore or its designee shall sell and Distributor will place orders shall purchase such quantities of Products (as are agreed herein) for sale in the Products Area. CytoCore may from time to time change the source of supply of Products and, if CytoCore or its designated supplier shall discontinue the manufacture, sale or promotion of any Product, CytoCore shall delete such Product Schedule A and cease selling the Product to Distributor upon ninety (90) days prior written notice. Distributor shall be entitled to continue selling such Product in the Area until such time as the stocks of such Product held by written notice Distributor have been exhausted unless CytoCore advises Distributor to Company return such inventory to CytoCore. b. CytoCore or by such other method as agreed upon by the parties and Company will its designee shall sell and supply all Distributor shall purchase Products so ordered at prices established in accordance with Schedule A. c. Risks for Products shall pass to Distributor when Products are delivered into the Area covered by this agreement and Distributor shall thereafter be responsible for any damage to or loss of Products. Distributor shall notify CytoCore of the details of any incorrect delivery or of any damage to or shortage in any delivery within ten (10) working days of the receipt thereof by Distributor. Except as otherwise expressly provided for herein, all Title in and to the Products shall pass to Distributor upon receipt of the terms and provisions appearing Products by Distributor in accordance with clause 2(e) of this Agreement. d. Distributor shall not knowingly re-export or sell Products for sale outside the Area without the prior written consent of CytoCore, except that nothing in this Agreement shall prevent Distributor from accepting unsolicited orders from outside the Area for the Products, as long as there is no exclusive distributor for the Area. e. Distributor shall pay the price stated on the front and reverse sides of Distributor’s order forms invoice by a net ninety (90) days on open account for the Initial Term (as revised by defined below at clause 6a). Distributor shall make payment to CytoCore in the currency of Euros ( ) at such place as CytoCore shall from time to time in its sole judgment) writing. CytoCore may direct Distributor to make payment through wire transfer, in which case CytoCore shall govern provide Distributor with wire transfer instructions. f. Distributor shall not be entitled by reason of any set off, counter claim, abatement, or other similar deduction to withhold payment of any invoiced amount due to CytoCore. If Distributor fails to pay by the sale due date any amount payable by Company and the purchase by Distributor of the Products under this Agreement. With respect to all purchases by Distributor it under this Agreement, CytoCore shall be entitled, but not obliged, to charge Distributor interest on the parties agree to comply withoverdue amount payable by Distributor immediately on demand, be bound by and subject to all of said terms and provisions contained in said purchase order forms in addition from the due date up to the following: date of actual payment, after as well as before judgment at the rate of two (a2%) Distributor will pay Company for conforming per cent per annum above the US prime rate of interest offered by CitiBank to its preferred customers and non-defective Products sold hereunder based upon payment terms fixed sum compensation under the Late Payment of “2% 20 net 45” days after Commercial Debts Regulations 2002. Such interest shall accrue on a daily basis and be compounded quarterly. CytoCore may increase the later of receipt of said conforming Products by Distributor or receipt by Distributor of Company’s invoice Base Rate to Distributor for said conforming Productsreflect then market conditions. (b) Any sales taxes imposed by applicable governmental authorities on or measured by g. During the transactions between Distributor and Company shall be paid by Distributor in addition to the prices invoiced. In the event Distributor is required to pay any other taxes, fees or charges, Company shall reimburse Distributor therefor. (c) term of this Agreement Distributor shall not be held responsible for any failure to pay resulting in whole or in part from riots or civil strife, or other disorders, wars, acts of enemies, strikes, labor conditions or restrictions, accidents, acts of Company, weather conditions, acts of God or by any other cause not within the control of Distributor. provide CytoCore every quarter with a written twelve (d12) DISTRIBUTOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONTINGENT OR CONSEQUENTIAL DAMAGES OR EXPENSES OF ANY KIND OR CHARACTER. (e) All sales month forecast containing its best estimates of the Products hereunder shall number of units of each Product which will be F.O.B. Distributor’s warehouse locations as designated by Distributor from order to order or as otherwise specified by Distributor or, if another method of delivery is specified required by Distributor, the freight costs will production and delivery of which shall be paid in accordance with standard Company freight policiessubject to approval by CytoCore (“Forecast”). However, in all cases, Distributor reserves The Forecast for the right, in its discretion, to determine the exact method immediate next three (3) months shall be binding on Distributor. If notice of shipment. Distributor reserves the right to require deliveries to be made in installments, all such installments to be separately invoiced and paid for when due termination of this Agreement has been served by either party in accordance with the terms hereofof this Agreement, without regard to subsequent deliveries. Delay in delivery of any installment the Forecast shall relieve be binding on Distributor of Distributor’s obligations to accept remaining deliveries. until such time as this Agreement terminates. h. Distributor shall notify Company submit written purchase orders to CytoCore or its designee stating both the quantities of any claims for shortagesProducts to be purchased and delivery schedules therefore in accordance with the purchasing procedures mutually agreed upon by CytoCore and Distributor from time to time. CytoCore, defects or damages and upon acceptance of the purchase order from Distributor, shall hold the Products for Company’s written disposition. With respect to the obligations of Company use its reasonable endeavors to deliver Products on the dates specified by Distributor, time is of the essence. (f) All of the Distributor’s orders for the Products are subject or cause to acceptance and approval by Immuron. If the Products are in limited supply or otherwise unavailable in be delivered to Distributor the quantities requested by of Products set forth in such purchase orders at the Distributor, Immuron may elect to cutback the Distributor’s order and instead allocate such limited supply or availability among the Distributor and its other customers in a commercially reasonable manner. Without limiting the foregoing, the Distributor shall have no obligation to accept automatic shipments of any Producttimes specified therein.

Supply of Products. Distributor (a) Servicer will place maintain a reasonable and mutually agreed upon inventory of Products for service of Echo Kit. Servicer will submit to ECHO firm orders for Products. All orders are subject to acceptance or rejection by ECHO in whole or part. ECHO will use commercially reasonable efforts to fill accepted orders for Products. All accepted orders will be subject to delay or change occurring in manufacture, shipment or delivery. The terms of purchase applicable to any purchase of Products by Servicer will be those set forth in the Products from time to time by written notice to Company or by such other method as agreed upon by the parties and Company will sell and supply all Products so ordered by Distributor. Except as otherwise expressly provided for herein, all of the terms and provisions appearing on the front and reverse sides of Distributor’s related ECHO order forms (as revised by Distributor from time to time and those set forth in its sole judgment) shall govern the sale by Company and the purchase by Distributor of the Products under this Agreement. With respect to all purchases by Distributor under this AgreementIn the event of discrepancy, the parties agree to comply with, be bound by and subject to all of said terms and provisions contained in said purchase order forms this Agreement will prevail, unless ECHO otherwise agrees in addition to the following: (a) Distributor will pay Company for conforming and non-defective Products sold hereunder based upon payment terms of “2% 20 net 45” days after the later of receipt of said conforming Products by Distributor or receipt by Distributor of Company’s invoice to Distributor for said conforming Productswriting. (b) Any sales taxes imposed by applicable governmental authorities on or measured by the transactions between Distributor and Company shall be paid by Distributor in addition ECHO will notify Servicer from time to time of the prices invoicedand charges (including, but not limited to, packing, handling and delivery charges) relating to Products sold under this Agreement. In ECHO reserves the event Distributor is required right to pay change such prices and charges at any other taxestime, fees or charges, Company shall reimburse Distributor thereforand will invoice Servicer at the prices and charges in effect as of the date Products are shipped to Servicer. (c) Distributor shall not be held responsible Servicer will pay ECHO for any failure to pay resulting in whole or in part Products within 30 days from riots or civil strife, or other disorders, wars, acts receipt of enemies, strikes, labor conditions or restrictions, accidents, acts of Company, weather conditions, acts of God or by any other cause not within the control of DistributorECHO invoice. (d) DISTRIBUTOR SHALL NOT BE LIABLE FOR ANY SPECIALProducts sold to Servicer under this Agreement will be shipped for the account of Servicer by carriers selected by ECHO. Notwithstanding the foregoing, INCIDENTAL, CONTINGENT OR CONSEQUENTIAL DAMAGES OR EXPENSES OF ANY KIND OR CHARACTERECHO retains a purchase money security interest in all Products sold to Servicer to secure payment for Products sold until payment in full for all Products has been received by ECHO. Servicer authorizes ECHO to file appropriate financing statements to perfect such security interest. (e) All sales Claims for any alleged shortage, defect, damage or error in shipments of the Products hereunder shall must be F.O.B. Distributor’s warehouse locations as designated made by Distributor from order Servicer to order or as otherwise specified by Distributor or, if another method of delivery is specified by Distributor, the freight costs will be paid ECHO in writing in accordance with standard Company freight policiesECHO's written instructions within ten (10) days after the bxxx of lading date. However, in all cases, Distributor reserves the right, in its discretion, to determine the exact method of shipment. Distributor ECHO reserves the right to require deliveries disallow, in whole or in part, any claim which is submitted after such period or not adequately substantiated. Upon ECHO's request, Servicer will submit for inspection by ECHO or its insurance agents any Products alleged to be made in installments, all such installments to be separately invoiced and paid for when due in accordance with the terms hereof, without regard to subsequent deliveries. Delay in delivery of any installment shall relieve Distributor of Distributor’s obligations to accept remaining deliveries. Distributor shall notify Company of any claims for shortages, defects damaged or damages and shall hold the Products for Company’s written disposition. With respect to the obligations of Company to deliver Products on the dates specified by Distributor, time is of the essencedefective. (f) All No warranties express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose, are made or will be deemed to have been made by ECHO except the Distributor’s orders for warranty by ECHO to Servicer set forth in the applicable ECHO or manufacturer's warranty policy manual, bulletin or other publication in effect at the time ECHO sells the Products are subject in question to acceptance and approval by Immuron. If the Products are in limited supply or otherwise unavailable in the quantities requested by the Distributor, Immuron may elect to cutback the Distributor’s order and instead allocate such limited supply or availability among the Distributor and its other customers in a commercially reasonable manner. Without limiting the foregoing, the Distributor shall have no obligation to accept automatic shipments of any ProductServicer.

Supply of Products. Distributor will place orders 8.1 Subject to availability, the Company shall use its reasonable efforts to supply the Distributor's requirements for the Products. No order shall be effective until approved and accepted in writing by the Company. The Company may, in its sole discretion, reject or cancel any order for any or no reason and the Company shall incur no liability of any kind for such action or for any delay or failure of delivery or performance. 8.2 Nothing in this Agreement shall prevent the Company from selling or supplying Products to third parties in or outside the Territory. [*****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS AND ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED INFORMATION. 8.3 The Company will provide free of charge Product literature as reasonably requested by Distributor. If the Company determines that the Distributor's requests for Products literature are in excess of Company 's reasonable capacity, then Company and the Distributor shall mutually agree upon a fee schedule for Product literature. 8.4 The Distributor hereby agrees that if it makes reference to or statements about the Products in the Distributor's own catalogues, promotional literature, advertisements or the like: 8.4.1 it will inform the Company in advance and take such steps as the Company may reasonably require to ensure the accuracy of any such references or statements; and [*****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS AND ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED INFORMATION. 8.4.2 it will incorporate such references to the Company and to the Company's patents, trademarks, copyrights and other Intellectual Property Rights as the Company may reasonably require. 8.5 Nothing in this Agreement shall require the Company to give the Distributor any right of priority over the Company's other distributors or customers. 8.6 Nothing in this Agreement shall require the Distributor to give the Company any right of priority over the Distributor's other contracted vendors. 8.7 Nothing in this Agreement shall prevent the Company from time ceasing to time by make or sell all or any of the Products at any time; or from modifying or replacing any of the Products at any time; or making or selling products which are competitive with the Products; all with a 60 day written notice to Company or by such other method as agreed upon by the parties and Company will sell and supply all Products so ordered by Distributor. Except as otherwise expressly provided for herein, all of the terms and provisions appearing on the front and reverse sides of Distributor’s order forms (as revised by Distributor from time to time in its sole judgment) shall govern the sale by Company and the purchase by Distributor of the Products under this Agreement. With respect to all purchases by Distributor under this Agreement, the parties agree to comply with, be bound by and subject to all of said terms and provisions contained in said purchase order forms in addition to the following: (a) Distributor will pay Company for conforming and non-defective Products sold hereunder based upon payment terms of “2% 20 net 45” days after the later of receipt of said conforming Products by Distributor or receipt by Distributor of Company’s invoice to Distributor for said conforming Products. (b) Any sales taxes imposed by applicable governmental authorities on or measured by the transactions between Distributor and Company shall be paid by Distributor in addition to the prices invoiced. In the event Distributor is required to pay any other taxes, fees or charges, Company shall reimburse Distributor therefor. (c) Distributor shall not be held responsible for any failure to pay resulting in whole or in part from riots or civil strife, or other disorders, wars, acts of enemies, strikes, labor conditions or restrictions, accidents, acts of Company, weather conditions, acts of God or by any other cause not within the control of Distributor. (d) DISTRIBUTOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONTINGENT OR CONSEQUENTIAL DAMAGES OR EXPENSES OF ANY KIND OR CHARACTER. (e) All sales of the Products hereunder shall be F.O.B. Distributor’s warehouse locations as designated by Distributor from order to order or as otherwise specified by Distributor or, if another method of delivery is specified by Distributor, the freight costs will be paid in accordance with standard Company freight policies. However, in all cases, Distributor reserves the right, in its discretion, to determine the exact method of shipment. Distributor reserves the right to require deliveries to be made in installments, all such installments to be separately invoiced and paid for when due in accordance with the terms hereof, without regard to subsequent deliveries. Delay in delivery of any installment shall relieve Distributor of Distributor’s obligations to accept remaining deliveries. Distributor shall notify Company of any claims for shortages, defects or damages and shall hold the Products for Company’s written disposition. With respect to the obligations of Company to deliver Products on the dates specified by Distributor, time is of the essence. (f) All of the Distributor’s orders for the Products are subject to acceptance and approval by Immuron. If the Products are in limited supply or otherwise unavailable in the quantities requested by the Distributor, Immuron may elect to cutback the Distributor’s order and instead allocate such limited supply or availability among the Distributor and its other customers in a commercially reasonable manner. Without limiting the foregoing, the Distributor shall have no obligation to accept automatic shipments of any Product.

Supply of Products. Distributor will place orders for Omrix shall supply the Products from time to time by written notice Ethicon on an exclusive basis in the Field in the Territory applicable to Company or by such other method Product as agreed upon by set forth in Section 2.3 (the parties "Applicable Territory") in accordance with and Company will sell and supply all Products so ordered by Distributor. Except as otherwise expressly provided for herein, all of subject to the terms and provisions appearing conditions of this Agreement. In addition, Omrix shall supply the Accessories to Ethicon on a non-exclusive basis in the front Applicable Territory for sale or distribution in connection with Primary Products in accordance with and reverse sides subject to the terms and conditions of Distributor’s this Agreement. Ethicon shall not solicit or accept orders for any Product from any prospective purchaser located outside of the Applicable Territory for said Product or for use outside the Field, subject to applicable law. Ethicon shall not engage in any advertising or promotional activities relating to the Products directed primarily to customers located outside the Applicable Territory for such Product or promoting the use of any Products outside the Field. Ethicon may not deliver or tender (or cause to be delivered or tendered) any Product outside of the Applicable Territory for such Product or outside the Field. Notwithstanding the preceding three sentences, if Ethicon receives an unsolicited order forms for Products from a prospective purchaser located outside the Applicable Territory for such Product and such purchaser is likely to resell such Products back into the Applicable Territory, then Ethicon may accept such order. Omrix agrees that it will not: (as revised by Distributor i) engage in an any advertising or promotional activities relating to any Product for use in the Field and directed primarily to customers located inside the Applicable Territory for said Product; (ii) solicit or accept orders for any Product from time any prospective purchaser located in the Applicable Territory for said Product for use in the Field, or (iii) deliver or tender (or cause to time be delivered or tendered) any Product for use in the Field in the Applicable Territory for said Product. Omrix will take all reasonable measures to ensure that all of its sole judgment) shall govern the sale by Company and the purchase by Distributor distributors of the Products under this Agreement. With respect comply with the exclusive rights granted by Omrix to all purchases by Distributor Ethicon in the Territory related to each particular Product under this Agreement, the parties agree to comply with, be bound by and subject to all of said terms and provisions contained in said purchase order forms in addition to the following: (a) Distributor will pay Company for conforming and non-defective Products sold hereunder based upon payment terms of “2% 20 net 45” days after the later of receipt of said conforming Products by Distributor or receipt by Distributor of Company’s invoice to Distributor for said conforming Productsapplicable law. (b) Any sales taxes imposed by applicable governmental authorities on or measured by the transactions between Distributor and Company shall be paid by Distributor in addition to the prices invoiced. In the event Distributor is required to pay any other taxes, fees or charges, Company shall reimburse Distributor therefor. (c) Distributor shall not be held responsible for any failure to pay resulting in whole or in part from riots or civil strife, or other disorders, wars, acts of enemies, strikes, labor conditions or restrictions, accidents, acts of Company, weather conditions, acts of God or by any other cause not within the control of Distributor. (d) DISTRIBUTOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONTINGENT OR CONSEQUENTIAL DAMAGES OR EXPENSES OF ANY KIND OR CHARACTER. (e) All sales of the Products hereunder shall be F.O.B. Distributor’s warehouse locations as designated by Distributor from order to order or as otherwise specified by Distributor or, if another method of delivery is specified by Distributor, the freight costs will be paid in accordance with standard Company freight policies. However, in all cases, Distributor reserves the right, in its discretion, to determine the exact method of shipment. Distributor reserves the right to require deliveries to be made in installments, all such installments to be separately invoiced and paid for when due in accordance with the terms hereof, without regard to subsequent deliveries. Delay in delivery of any installment shall relieve Distributor of Distributor’s obligations to accept remaining deliveries. Distributor shall notify Company of any claims for shortages, defects or damages and shall hold the Products for Company’s written disposition. With respect to the obligations of Company to deliver Products on the dates specified by Distributor, time is of the essence. (f) All of the Distributor’s orders for the Products are subject to acceptance and approval by Immuron. If the Products are in limited supply or otherwise unavailable in the quantities requested by the Distributor, Immuron may elect to cutback the Distributor’s order and instead allocate such limited supply or availability among the Distributor and its other customers in a commercially reasonable manner. Without limiting the foregoing, the Distributor shall have no obligation to accept automatic shipments of any Product.