MANUFACTURING AND SUPPLY AGREEMENT
Exhibit
10.6
MANUFACTURING
AND SUPPLY AGREEMENT
This
Manufacturing and Supply Agreement (this “Agreement”) is effective as of
the 30th day of March, 2007 (the “Effective Date”), by and between
Baywood International, Inc., a Nevada corporation (“Customer”), and
Ultimate Formulations, Inc. dba Best formulations, a California corporation
(“Supplier”). In consideration of the mutual covenants
contained herein and for other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
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1.
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MANUFACTURE
OF PRODUCTS; ORDERS;
SHIPMENT
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1.1 Manufacture
of Products. Supplier agrees to manufacture for, and to
sell and deliver to, Customer, such number of the products described on Appendix
A, as the same may be amended from time to time by mutual agreement (the
“Products”), and having the product specifications for such Products set
forth on Appendix B, as the same may be amended from time to time by mutual
agreement (the “Product Specifications”), as Customer may order pursuant
to this Agreement. Customer shall have no obligation to order any
Products. Supplier shall manufacture, handle, package, label and ship
the Products in strict conformity with (a) all applicable Product
Specifications and (b) all applicable laws and regulations. Subject
to the terms and conditions of this Agreement, Supplier shall be Customer’s
exclusive supplier of the Products.
1.2 Purchase
Orders. Customer shall order the Products by written
purchase orders of Customer that shall specify (i) the quantity of the
Products, (ii) the addresses to which the Products are to be delivered; and
(iii) the shipment date for the Products. Supplier shall accept
all purchase orders that comply with the terms and conditions of this Agreement,
and use commercially reasonable efforts to accept all other purchase
orders. All purchase orders and invoices for Products are subject to
the terms and conditions of this Agreement, which terms and conditions shall
supersede any and all conflicting terms and conditions on Customer’s order form
in effect from time to time. All orders by Customer shall be subject
to Supplier's approval and acceptance, and no order shall be binding on Supplier
until accepted in writing by a duly authorized officer or employee of
Supplier.
1.3 Shipment. All
Products delivered by Supplier shall be suitably packed and labeled for
shipment. All shipments shall be F.C.A (as defined in Incoterms 2000) Supplier’s
facilities. Customer may change the delivery address for the Products
ordered, at any time prior to shipment of such Products at no additional
charge,
provided that Customer shall reimburse Supplier for any additional storage
or
freight costs incurred as a result of any such change. No early
shipment of Products is permitted without Customer’s consent. Supplier shall
promptly notify Customer in writing describing any delay in Product
delivery. Once approved and accepted, orders may be cancelled in
whole or in part or deliveries deferred by Customer only with the prior written
consent of Supplier and only upon such terms as will reimburse Supplier for
any
loss in connection therewith. Customer shall pay a reasonable charge
for such cancellation or delay which shall cover the expense of any direct
and
indirect commitments Supplier has made to any third party, including any
of its
suppliers, and further providing a reasonable allowance for overhead and
profit.
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2.
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PRICE
AND PAYMENT; RIGHT TO
MANUFACTURE
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2.1 Price
and Payment. The unit prices for the Products shall be
as set forth in the applicable purchase order, and shall be in U.S. dollars,
inclusive of all costs associated with Supplier’s manufacture, packaging and
shipment of the Products. Supplier shall issue invoices to Customer
no sooner than the shipment date for such Products, and Customer shall pay
all
such invoices within forty-five (45) days of receipt of the invoice or the
applicable Products, whichever is later. In the event that Supplier’s
invoices to Customer are not paid when due, Customer agrees to pay an amount
equal to 1.5% of the invoice(s) total for each month past the due date on
which
payment was due. Customer further agree to pay reasonable attorney’s
fees and costs incurred in connection with any legal action to collect any
invoice(s) not paid when due in which Supplier is the successful
party.
2.2 Right
of Manufacture. Subject to the terms of this Section
2.2, Customer agrees to purchase the Products exclusively from Supplier as
long
as Supplier is not in default under this Agreement. If Customer
receives an offer from a Qualifying Third-Party (as defined below) to provide
any of the Products at a per-item cost lower than that currently offered
by
Supplier (a “Third Party Offer”), Supplier shall have the right to match
the terms of such Third Party Offer for a period of ten (10) days from
Supplier’s receipt of the terms of such Third Party Offer from
Customer. In the event Supplier agrees to match the Third Party
Offer, Customer and Supplier shall enter into an amendment to this Agreement
to
conform to the terms of the Third Party Offer, except for such terms which
are
less favorable to Customer. If Supplier does not agree to match the
Third Party Offer, Customer shall be free to enter into an agreement with
such
Qualifying Third Party to purchase the Product or Products in quantities
and at
the prices contained in the Third Party Offer and on payment terms no less
favorable than those in the Third Party Offer, and this Agreement shall remain
in full force and effect as to any other Products and purchases. For
purposes of this Agreement, “Qualifying Third Party” shall mean a contract
manufacturer registered with the U.S. Food and Drug Administration and holding
GMP certification.
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3.
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WARRANTY,
SERVICE AND TECHNICAL
SUPPORT
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3.1 Products
Warranty. Supplier hereby warrants and covenants that
all Products, and all materials and components incorporated therein which
are
sourced or provided by Supplier, and supplied by Supplier under this Agreement
shall: (i) conform with all applicable Product Specifications and all
applicable laws and regulations; (ii) be of good and merchantable quality,
free
from defects in materials and workmanship; (iii) be fit for their intended
purposes; (iv) not be adulterated or misbranded in any way. All
Products covered by terms and conditions stated herein shall be subject to
the
standard manufacturing and commercial variations and practices of
Supplier. Products manufactured by Supplier may have permissible
variations and deviations as stated in the USP24 and NF19 <1161> which
states “…each unit shall be not less than 90% and not more than 110% of the
theoretically calculated weight for each unit.” Said permissible
variations and/or deviations shall apply to net and gross weights of goods
or
products, and shall also apply to active ingredient
potencies. Supplier reserves the right to ship overages and underages
of weight, length, size, and/or quantity in accordance with Suppliers’s standard
practices, but not to exceed 10% of Customer’s original amount ordered under
purchase order. EXCEPT AS STATED IN THIS AGREEMENT, SUPPLIER IS
PROVIDING NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER STATUTORY
OR OTHERWISE, WITH RESPECT TO THE PRODUCTS INCLUDING, BUT NOT LIMITED TO,
ANY
WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. THIS
SECTION 3 STATES THE ENTIRE LIABILITY OF SUPPLIER WITH RESPECT TO THE WARRANTY
GIVEN HEREIN.
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3.2 Inspection
Period. Within thirty (30) days from the date of receipt
by Customer of any Products (the “Inspection Period”), Customer may
reject and return to Supplier any Products which fail to meet the applicable
Product Specifications (“Defective Products”), or all of a given lot of
Products if the lot contains a statistically
significant sample of Defective Products as determined by
the application of the square root of lot size plus one sampling
rule. Unless otherwise agreed to in writing by Supplier, the Products
covered hereunder may be inspected or tested by Customer only at the place
of
manufacture or at any qualified third party testing facility or at such other
place or done in accordance with any reasonable conditions and rules specified
by Supplier. Customer further must notify Supplier of any claimed
rejection of Products so tested by any reseller of Customer within ten (10)
calendar days after their receipt of such reseller’s claim by
Customer. All analytical and/or physical test protocols must adhere
to standards established by the United States Pharmacoepia 24 (hereinafter
referred to as “USP24”) or higher, National Formulary 19 (hereinafter referred
to as “NF19”) or higher and/or another standard which is agreed to in writing by
Supplier. Thereafter, Customer shall be deemed to have waived and
further to be prohibited from asserting any rejection or seeking the return
of
any such goods or products.
3.3 Replacement
of Defective Products by Supplier. In the case of such
rejection during the Inspection Period, Supplier shall, at Customer’s option:
(i) replace the Defective Products with new Products and ship the
replacement Products to Customer, at Supplier’s expense, as soon as reasonably
practicable following Supplier’s receipt of the Defective Products; or
(ii) provide a full refund to Customer for such Defective
Products. All replacement Products furnished by Supplier pursuant to
this Section 3.3 shall be at no charge to Customer, and Supplier shall bear,
or
promptly credit or reimburse Customer for, all shipping costs in connection
therewith. In addition to the foregoing, Supplier shall, at its sole
expense, perform and complete a Root Cause Analysis within thirty (30) days
after such Defective Products are identified. Upon completion of each
Root Cause Analysis, Supplier shall promptly implement a corrective action
plan
to prevent further Defective Products and shall communicate to Customer,
in
writing, the results of the Root Cause Analysis and the corresponding corrective
action plan.
3.4 Warranty
Claim Disputes. If Supplier determines that a Product
returned, pursuant to Section 3.2 hereof is not a Defective Product, Supplier
may notify Customer in writing of such determination (a “Warranty Claim
Dispute”); provided, however, that a Warranty Claim Dispute
must be received by Customer no later than thirty (30) days after the earlier
of
Supplier’s receipt of the returned Product or warranty claim
report. Each Warranty Claim Dispute shall contain all information
necessary for Customer to evaluate its validity. Warranty Claim
Disputes containing insufficient information may be rejected by
Customer. Within thirty (30) days of receipt of a Warranty Claim
Dispute, Customer shall evaluate the validity of the Warranty Claim Dispute,
and
shall accept or reject the Warranty Claim Dispute by written notice to
Supplier. If Customer accepts a Warranty Claim Dispute, Customer
shall promptly reimburse Supplier for the costs (if any) of the replacements
and
related shipping costs incurred by Supplier in connection with the Product
subject to the Warranty Claims Dispute. If Customer rejects a
Warranty Claim Dispute, Customer shall have the right to refer the Warranty
Claim Dispute to an independent party for testing. The decision of
the independent party shall be final and binding. The cost of testing
will be borne by the party whose contention is not upheld by the independent
party. A Warranty Claim Dispute shall not relieve Supplier of its
obligations under Sections 3.1 and 3.3 hereof. The procedures for
Warranty Claim Disputes shall also apply in the event of a recall by
Customer.
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3.5 RMA
Procedure. All Defective Products returned to Supplier
by Customer in accordance with this Agreement shall include a Return
Merchandise Authorization Number (a “RMA Number”) on the outside
packaging of such returned Defective Product. Supplier shall issue
RMA Numbers upon request from Customer. Supplier shall provide
Customer with a designated telephone number for the purpose of providing
RMA
Numbers.
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4.
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TERM
AND TERMINATION This Agreement shall
commence on the Effective Date and continue for an initial term
of three
(3) years. This Agreement shall automatically renew for two (2)
additional one (1) year terms, unless a party provides the other
party
notice of its intent to terminate this Agreement at least three
(3) months
prior to the end of the then current term. Either party may, at
its option, terminate this Agreement, if the other party has breached
any
provision of this Agreement and has failed to cure such breach
within
thirty (30) days of delivery of written notice describing the
breach. Notwithstanding the foregoing, either party may
terminate this Agreement, without opportunity to cure, if the other
party
files for bankruptcy or similar action or is in breach of its
confidentiality obligations hereunder. Termination of this
Agreement, for whatever reason, shall not affect the obligations
of either
party that exist as of the date of expiration or
termination. Upon termination of this Agreement for any reason
other than the default of Supplier, unless Customer purchases all
of the
Products on order, either finished or in progress, all costs incurred
by
Supplier with respect to such orders in process which Supplier
cannot
resell to its other customers (including without limitation shipping
and
delivery costs, packaging, label design, and cost of raw, work-in-process
and finished product with respect to the Product) shall be borne
by
Customer.
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5.
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REPRESENTATIONS
AND
WARRANTIES Each
party represents and warrants to the other party that (i) it is
duly
organized and validly existing under the laws of its jurisdiction
of
incorporation or formation, and has full corporate power and authority
to
enter into this Agreement and to carry out the provisions hereof
and (ii)
this Agreement is legally binding upon it, enforceable in accordance
with
its terms.
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6.
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CONFIDENTIALITY
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a.
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Confidential
Information. For purposes of this Agreement,
“Confidential Information” means any information disclosed by
either party to the other party, either directly or indirectly,
in
writing, orally or by inspection of tangible objects, which is
confidential, trade secret or proprietary to the disclosing party
or any
third party that has furnished it to the disclosing party. The
parties agree during the term of this Agreement and all times thereafter
to use the Confidential Information of the disclosing party only
for its
performance under this Agreement, and to not to use the Confidential
Information for any other purpose. Each party shall take at
least the same degree of care that it uses to protect its own most
highly
confidential and proprietary information of similar nature and
importance
(but in no event less than reasonable care) to protect the confidentiality
of the Confidential Information of the disclosing
party.
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b.
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Exclusions. The
foregoing obligations in Section 5.1 shall not apply to any
Confidential Information to the extent the party receiving such
Confidential Information can prove such Confidential
Information: (i) was publicly known prior to the time of
disclosure by the disclosing party; (ii) becomes publicly known
through no act or omission of the receiving party; (iii) was
rightfully known by the receiving party, without restriction, prior
to the
time of first disclosure by the disclosing party; (iv) was
independently developed by the receiving party without the use
of the
Confidential Information; or (v) was rightfully obtained by receiving
party, without restriction, from a third party who has the right
to make
such disclosure and without breach of any duty of confidentiality
to the
disclosing party. In addition, a party receiving Confidential
Information may disclose such Confidential Information to the extent
such
party is required by law to disclose such Confidential
Information.
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7.
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INDEMNIFICATION.
Supplier shall indemnify, hold harmless and defend Customer, its
successors and assigns, and their respective officers, directors,
employees and agents, from any and all claims, losses, liabilities,
damages, judgments, penalties, settlements, expenses and costs,
including
without limitation reasonable attorneys fees, professional fees
and court
costs brought by third parties arising out of or related to (i)
Supplier’s
negligence, willful misconduct or omission or breach of this Agreement,
and the warranties contained herein,
and (ii) the infringement or alleged infringement by any
of the
Products of the intellectual property rights of a third
party. Customer shall promptly notify Supplier of any
claims. Supplier shall not settle any claims without the prior
written approval of Customer, which approval shall not be unreasonably
withheld or delayed. Customer shall have the right, but not the
obligation, to participate in the defense of any claim at its sole
expense
through counsel of its choosing without forfeiting, reducing or
otherwise
affecting Customer’s right to indemnification
hereunder. Without limiting the generality of the foregoing
indemnity, in the event any Product is held to have infringed the
intellectual property rights of any third party, or Supplier is
prevented
from delivering such Product to Customer as a result of a claim
of such
infringement, then Supplier, as promptly as possible, will either
(a) take
such action as is necessary to make the Product non-infringing,
or (b)
substitute a comparable, non-infringing Product acceptable to Customer,
failing which Customer shall no longer have any obligation under
this
Agreement to purchase the infringing Product from
Supplier.
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8.
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LIMITATION
OF LIABILITY. NEITHER PARTY WILL BE LIABLE
FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT HOWEVER
ARISING, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH
DAMAGES. Except for liability arising from Supplier’s breach of
its obligations under Section 7(ii), neither party’s liability arising out
of or relating to this Agreement shall exceed the aggregate amounts
payable to Supplier by Customer under this
Agreement.
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9.
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TITLE
AND OWNERSHIP OF PRODUCTS. Supplier owns
and shall continue to at all times own title to: (i) all formulas,
recipes, other proprietary information and specifications, and
all
intellectual property rights, relating to the Products, (ii) the
brand
name of the Products (except for those of which are Customer trademarks),
and (iii) the label design and all associated intellectual property
rights
(other than any Customer trademarks). Supplier may, at any
time, sell products with formulas, recipes and specifications similar
to
or exactly like the Products to other Supplier customers.
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10.
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GENERAL
PROVISIONS
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a.
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Integration
/ Modification. This Agreement and the appendices
hereto are both a final expression of the parties’ Agreement and a
complete and exclusive statement with respect to all of its
terms. This Agreement supersedes all prior and contemporaneous
agreements and communications, whether oral, written or otherwise,
concerning any and all matters contained herein. This Agreement
may be modified or supplemented only in a writing signed by all
parties
hereto.
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b.
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Relationship
Between the Parties. The relationship of the
parties shall be that of independent contractors. Nothing
contained in this Agreement shall be construed to create a partnership,
joint venture or agency relationship between Customer and
Supplier.
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c.
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Insurance. Supplier
shall obtain and keep in force a commercial general liability policy
with
coverage amounts not less than $2,000,000. Supplier shall name
Customer as an additional insured on such policy or policies of
insurance. Supplier shall, prior to the Effective Date of this
Agreement, deliver to Customer and thereafter keep current valid
certificates of insurance or copies of insurance binder evidencing
the
existence and amounts of the required
insurance.
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d.
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Non-Waiver. The
failure of a party to insist upon strict performance of any provision
of
this Agreement or to exercise any right arising out of this Agreement
shall neither impair that provision or right nor constitute a waiver
of
that provision or right, in whole or in part, in that instance
or in any
other instance.
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e.
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Remedies. Except
as otherwise expressly provided herein, no remedy in this Agreement
is
intended to be exclusive, but each shall be cumulative and in addition
to
any other remedy referred to herein or otherwise available at law,
equity
or otherwise.
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f.
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Assignment. Customer
shall have the right to assign this Agreement without the consent
of
Supplier. Supplier may not assign this Agreement without
Customer’s consent. Any assignment, delegation or transfer, or
attempt at the same, in violation of the foregoing shall be void
and
without effect.
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g.
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No
Third Party Beneficiaries. This Agreement is
neither expressly nor impliedly made for the benefit of any party
other
than those executing it.
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h.
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Severability. If,
for any reason, any part of this Agreement is adjudicated invalid,
unenforceable or illegal by a court of competent jurisdiction,
such
adjudication shall not affect or impair, in whole or in part, the
validity, enforceability or legality of any remaining portions
of this
Agreement. All remaining portions shall remain in full force
and effect as if the original Agreement had been executed without
the
invalidated, unenforceable or illegal
part.
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i.
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Notices. Any
notice to be given under this Agreement shall be in writing and
shall be
presumptively deemed given (i) when personally delivered;
(ii) when sent by facsimile, with confirmation of receipt;
(iii) one (1) day after having been sent by commercial overnight
courier with written verification of receipt; or (iv) five (5) days
after having been sent by registered or certified mail, return
receipt
requested, proper postage prepaid. All such notices shall be
addressed to the receiving party at the address or addresses set
forth
below or at such other addresses as either party may specify from
time to
time by written notice in accordance
herewith.
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If
to Supplier, notices must be addressed to:
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Ultimate
Formulations, Inc.
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dba
Best Formulations
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00000
Xxxxxxx Xxxxxx
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Xxxx
xx Xxxxxxxx, XX 00000
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Fax:
(000) 000-0000
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If
to Customer, notices must be addressed to:
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With
a copy to:
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Baywood
International, Inc.
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Meltzer,
Lippe, Xxxxxxxxx & Breitstone, LLP
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00000
Xxxxx 00xx
Xxxxx, Xxxxx
0
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000
Xxxxxx Xxxxxx
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Xxxxxxxxxx,
XX 00000
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Xxxxxxx,
XX 00000
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Attention:
Xxxx Xxxxxxxxxx, President & C.E.O.
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Attention: Xxxxx
X. Xxxxxxxx, Esq.
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Fax:
(000) 000-0000
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Fax: (000)
000-0000
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j.
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Force
Majeure. Neither party shall be liable for the
failure or delay in performance of any obligation under this Agreement
by
reason of any event beyond such party’s reasonable control, including
without limitation Acts of God, fire, flood, earthquake or other
natural
forces, war, civil unrest, actions or decrees of governmental bodies,
accident, casualty, freight
embargoes.
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k.
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Choice
of Law, Forum and Jurisdiction. THIS AGREEMENT IS
MADE WITHIN THE STATE OF CALIFORNIA AND SHALL BE GOVERNED BY AND
CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT
REGARD TO
ITS CONFLICT OF LAWS PRINCIPLES. THE PARTIES AGREE THAT THE
UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE
OF GOODS
SHALL NOT APPLY TO THIS AGREEMENT. THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY: (i) AGREE THAT ANY AND
ALL ACTIONS, SUITS OR OTHER LEGAL PROCEEDINGS, WHETHER OR NOT ARISING
UNDER THIS AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH
THE
CLAIMS ARE BASED, MAY BE BROUGHT AGAINST THE OTHER PARTY ONLY IN
THE
COURTS OF THE STATE CALIFORNIA FOR THE COUNTY OF ORANGE OR THE
SOUTHERN
DIVISION OF THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT
OF
CALIFORNIA, AND CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS
IN
ANY SUCH LEGAL PROCEEDING; (ii) AGREE THAT SERVICE OF PROCESS IN ANY
SUCH LEGAL PROCEEDING SHALL BE EFFECTED IN ACCORDANCE WITH THE
XXXXXXXX XX
XXXXXXXXXX XXX XXX XXXXXX XXXXXX, AS APPROPRIATE; AND (iii) WAIVE ANY
OBJECTION EITHER PARTY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF
ANY SUCH
LEGAL PROCEEDING IN SUCH
COURTS.
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l.
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Jury
Waiver. TO THE EXTENT PERMITTED BY LAW, THE
PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY
ACTION, SUIT OR OTHER LEGAL PROCEEDING BETWEEN THEM, WHETHER OR
NOT
ARISING UNDER THIS AGREEMENT, AND REGARDLESS OF THE LEGAL THEORY
UPON
WHICH THE CLAIMS ARE BASED.
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m.
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Attorney
Fees. In the event any litigation or other
proceeding is brought by either party arising out of or relating
to this
Agreement, the prevailing party in such litigation or other proceeding
shall be entitled to recover from the other party all reasonable
costs,
attorney fees, professional fees and other expenses incurred by
such
prevailing party in such litigation or
proceeding.
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n.
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Ambiguities. Ambiguities
and uncertainties in this Agreement, if any, shall not be interpreted
against either party, regardless of which party may be deemed to
have
caused the ambiguity or uncertainty to
exist.
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o.
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Counterparts. This
Agreement may be executed in one or more counterparts, each of
which shall
be deemed an original document and all of which together shall
be deemed
one instrument.
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p.
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Further
Assurances. Each party to this Agreement shall, at
its own expense, furnish, execute, and deliver all documents and
take all
actions as may reasonably be required to effect the terms and purposes
of
this Agreement.
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q.
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Survival. In
addition to any term which expressly provides for survival beyond
the term
hereof, Sections 2.1 (to the extent applicable), 3, 5, 6, 7, 8,
10(k) and
10(l) shall survive expiration or termination of this
Agreement.
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IN
WITNESS WHEREOF, the Parties, intending to be bound hereby, have executed
this
Agreement as of the date first set forth above.
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Baywood
International, Inc.
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Ultimate
Formulations, Inc.,
Dba
Best Formulations
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By:
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/s/
Xxxx Xxxxxxxxxx
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By:
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/s/
Xxxxxxx Xxx
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Name:
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Xxxx
Xxxxxxxxxx
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Name:
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Xxxxxxx
Xxx
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Title:
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President
& C.E.O.
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Title:
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President
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APPENDIX A
PRODUCTS
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Acidophilus
5-billion capsules
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Acidophilus
500-million capsules
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Vital
Hair tablets
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Acidophilus
chewable tablets
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MSM
1000 mg tablets
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Glucosamine/Chondroitin
tablets
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Advanced
Joint Support tablets
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Co
Q10 100 mg softgels
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Co
Q10 120 mg softgels
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Co
Q10 30 mg softgels
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Co
Q10 60 mg softgels
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Ginkgo
Biloba capsules
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Cal-Mag-Zinc
softgels
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00
XXXXXXXX X
PRODUCT
SPECIFICATIONS
See
Attached Zip File Named LifeTime Product Specs
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