1
EXHIBIT 10
SUPPLY AGREEMENT
This Supply Agreement is made the 27TH day of September 2000, by and
between Coast Dental Services, Inc. (the "Purchaser") and xxxxxxxxxxxxx.xxx,
Inc. (the "Seller").
WHEREAS, Purchaser is engaged in the business of managing dental
practices and in connection therewith is responsible for providing the dental
practices with products and supplies; and
WHEREAS, Seller is engaged in the distribution and sale of dental
products and supplies; and
WHEREAS, the parties wish to enter into a long-term mutually beneficial
relationship with respect to the purchase and sale of dental products, and in
consideration of the mutual covenants contained herein, Purchaser and Seller
agree as follows:
1. TERM OF THE AGREEMENT. The initial term of this agreement will
commence on the date set forth above and end on April 18, 2006. This agreement
shall automatically renew for subsequent periods of 5 years unless earlier
terminated by either party on six (6) months written notice.
2. SCOPE. Seller will supply to Purchaser and all of its affiliates,
managed locations and operations, their dental products and supplies needs
pursuant to the issuance of purchase orders in accordance with Section 4 hereof.
There will initially be no minimum purchase requirements. However, commencing on
April 18, 2001 and continuing thereafter for the term of this agreement,
Purchaser agrees to place with Seller one hundred percent (100%) of its annual
requirements of dental products and supplies. In the event Seller indicates to
Purchaser that Seller is unable to provide certain products or supplies to
Purchaser within a reasonable period of time, Purchaser may elect to purchase
such product or supplies from a third party.
3. PRICING. The initial prices and price formulas shall be as set forth
in the price list between the parties of even date herewith. All prices and/or
price formulas shall be adjusted based upon any increases or decreases of
products in the general market place. The parties shall meet on a quarterly
basis (or such other period as mutually agreed to by the parties) to review
proposed pricing adjustments. Seller warrants that it will maintain competitive
prices for products and supplies for the term of agreement. In the event the
parties are unable to reach an agreement on price adjustments or on the pricing
of new products or supplies, the parties agree that either party may submit the
dispute to binding arbitration pursuant to Section 16 of this agreement.
4. PURCHASE ORDERS. Purchase orders will be issued by the Purchaser and
subject to the Conditions of Purchase on the reverse side of the Purchase Order
unless there is a conflict with the provisions of the Purchase Order. If a
conflict exists, the terms of this agreement will take precedence. In addition,
Purchase Orders will contain the following data:
2
(a) Purchase order number and date.
(b) Location.
(c) FOB point and mode of shipment.
(d) Name and address of the person representing
Seller and Purchaser.
5. AGREEMENT ADMINISTRATION. Review meetings will be held on an
as-needed basis to mutually evaluate the performance of each of the parties.
Areas to be addressed will include, but not be limited to, the following:
(a) Pricing and price formulas.
(b) Information communication quality and accuracy.
(c) Purchase volume/payment history.
(d) Delivery/order lead time performance.
(e) Emergency order handling.
(f) Productivity teams status.
(g) Cost reductions implemented/documented.
At each review, the performance of each participant will be quantified
where applicable. Goals to be achieved before the next review will be mutually
established.
6. SCHEIN SUPPLY AGREEMENT. Purchaser acknowledges that a Supply
Agreement dated January 11, 2000 is currently in place between Purchaser and
Xxxxx Xxxxxx, Inc. and that such Supply Agreement will be terminated by
Purchaser effective April 17, 2001.
7. FORECASTING. Purchaser will provide as much forecasting information
as possible to assist Seller in establishing and maintaining adequate stocking
and availability levels.
8. TERMS OF PAYMENT. Payment by Purchaser will be in cash net 60 days
and/or 1/2% price reduction for immediate payment in electronic funds or as
otherwise mutually agreed to from time to time. Unpaid invoices will accrue
interest at the rate of one and one-half percent (1 1/2%) per month.
9. INVOICING. Invoices will be submitted by Seller to the Purchaser
location indicated on Purchase Order. Invoices will reference Purchaser's
Purchase Order number and will contain such other information as Purchaser may
reasonably request.
10. SHIPPING TERMS. Price basis and all shipments will be FOB
destination, title to said goods to pass to Purchaser upon shipping. Risk of
loss in transit lies with the Seller.
11. CONFIDENTIALITY AGREEMENT. The data and information which has been
or may hereafter be furnished to Seller by Purchaser in connection with Seller's
supply of products is the property of Purchaser, and has been furnished solely
to enable Seller to render service to Purchaser and with the understanding:
2
3
(a) that Seller will not use or reproduce such data and
information for any other purpose;
(b) that Seller will take all reasonable care to ensure that
such data and information is not disclosed to other parties, except to enable
such parties to render service to Purchaser provided that in all such cases
Seller will require acceptance of this provision by the other party;
(c) that Seller will not furnish, disclose, ship, export or
re-export, directly or indirectly, any Purchaser furnished data or information
and direct products thereof without first receiving the prior written consent of
Purchaser; and
(d) that upon request Seller will promptly return all such
data and information at any time during or after completion of such supply or
purchasing services. The foregoing restrictions on disclosure and use of
Purchaser's technical information and data will not apply to any technical
information and data which:
(i) is already in Seller's possession at the time of
first receipt from Purchaser;
(ii) is independently developed by Seller's employees
who had not had access to the technical information and data;
(iii) is or becomes part of the public domain without
breach of this agreement by Seller; or
(iv) is rightfully obtained by Seller from third
persons without restriction or breach of this agreement by Seller.
The provisions of this Section 11 shall survive termination or
expiration of this Agreement.
12. COMPLETE AGREEMENT. This Agreement, in combination with the
purchase orders issued pursuant hereto and all matters expressly incorporated
herein by reference, constitutes the entire Agreement between the parties
respecting the subject matter hereof, and there are merged herein all prior and
preexisting representations and agreements made by and between Purchaser and
Seller. This Agreement shall be binding on each party's successors and assigns.
13. NOTICES. Notices, reports, and other communications made with
respect to this agreement will be given in writing, addressed to the parties at
the following addresses or such other addresses as may be designated in writing
by either party to the other. All notices required to be given hereunder will be
effective when delivered by hand, by courier service or when deposited in the
United States Mail, with proper prepaid postage for First Class Mail.
3
4
To Purchaser: Coast Dental Services, Inc.
0000 Xxxxx Xxxxx Xxxxx Xxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxx
To Seller: xxxxxxxxxxxxx.xxx, Inc.
0000 Xxx-xx-Xxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attention: Xxx Xxxxxxx
14. AMENDMENTS AND WAIVERS. No terms or provisions of this agreement
may be changed, waived, discharged or terminated orally but only by an
instrument in writing signed by the party against whom the enforcement of such
change, waiver, discharge, or termination is sought.
15. GOVERNING LAW. This Agreement shall be construed in accordance with
the substantive laws of the State of Florida.
16. ARBITRATION. Any dispute or controversy arising out of this
Agreement that cannot be settled through negotiation shall be settled by
arbitration in accordance with the rules of the AAA, to be held in Tampa,
Florida before a single arbitrator and to commence within fifteen (15) days of
the appointment of the arbitrator by the AAA. The determination of such
arbitrator shall be final and binding.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed the date first above written.
COAST DENTAL SERVICES, INC.
By: /s/ XXX XXXXXX
-----------------------------
Its: CFO
----------------------------
XXXXXXXXXXXXX.XXX, INC.
By: /s/ XXX XXXXXXX
-----------------------------
Its: VP & CFO
----------------------------
4
