EXHIBIT 10.16
DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, LLC
AND EDUDATA CORPORATION (D&M)
AND
IMAGING CONCEPTS N.V. (IC)
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DISTRIBUTOR AGREEMENT
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THIS AGREEMENT is made this 1st day of June, 1996
BETWEEN
DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, L.L.C.
AND EDUDATA CORPORATION (D&M)
000 X. Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
U.S.A.
AND
MICHEL VAN GERVEN
IMAGING CONCEPTS N.V.
Xavier XxXxxxxxxx 00/0
X-0000 Xxxxxx
Xxxxxxx
INTRODUCTION
A. D&M manufactures and markets a range of hardware and associated software
having applications in dentistry and other areas.
B. D&M is desirous of having IC as a distributor of its products in a
territory described herein and to contract with any sub-distributors
that IC so desires for the territories herein described and under the
terms and conditions herein described.
C. IC is desirous of marketing, selling, and supporting the sale of D&M's
products in the territory and represents that it possesses the
structural facility and the ability to promote and sell the product.
1. PRELIMINARY
1.1 DEFINITIONS
"D&M" means Dental/Medical Diagnostic Systems, L.L.C. and
Edudata Corporation.
"The Distributor" means Michel Van Gerven.
"Products" means the products listed by D&M in Appendix "A",
particularly the TeliCam IntraOral Camera and D&M's full range
of software.
"Territory" shall mean the countries and areas listed in
Appendix "B".
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1.2 COMMENCEMENT
This Agreement shall commence on the 1st day of June 1996.
1.3 TERM
This agreement shall continue for a term of five (5) years and for such
further term or terms as the parties shall agree.
2. APPOINTMENT
D&M hereby appoints the Distributor as its exclusive distributor of the
products in the Territory. The Distributor may designate their
affiliated subsidiaries and successors in interest to receive the
benefits of and to carry out the rights of the Distributor under this
Agreement.
3. DISTRIBUTOR'S OBLIGATIONS
3.1 The Distributor shall promote and develop sales of the products
in the Territory upon such terms and conditions as it shall
determine from time to time.
3.2 The Distributor shall maintain sales of the product in the
Territory at the following volumes: 750 TeliCam IntraOral
Cameras in Year One to be purchased at 175 units per quarter for
the first two quarters and 200 units per quarter for the second
two quarters. 1250 TeliCam IntraOral Cameras in Year Two to be
purchased at 300 units per quarter for the first two quarters
and 325 units per quarter for the second two quarters. 1750
TeliCam IntraOral Cameras in Year Three to be purchased at 400
units per quarter for the first two quarters and 475 units per
quarter for the second two quarters.
In the event that the Distributor's sales are less than the
minimum quota set forth above for any year, D&M shall have the
right to terminate this Agreement, if after giving notice of its
intent in writing to the Distributor, the Distributor fails to
rectify any shortfall within ninety (90) days from the time that
such notice is given. If the minimum quota is met, D&M cannot
terminate this agreement.
No minimum quotas are established under this Agreement for
software or any other items.
3.3 The Distributor shall maintain in the Territory, adequate
facilities and sales personnel to undertake its obligations
under this Agreement, as shall its sub-distributors.
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3.4 The Distributor shall maintain a place of business, display
rooms, installation and training department which shall, subject
to reasonable prior notice, be available for inspection by D&M.
4. D&M'S OBLIGATIONS
4.1 D&M shall sell to the Distributor during the term of this
Agreement the products described in Appendix "A".
4.2 D&M shall make available, at its cost, to the Distributor such
films, video tapes, brochures, marketing material, samples,
etc., as it shall have available from time to time and which may
assist the Distributor in the promotion and sales of the
products.
4.3 D&M shall fill and ship all the Distributor's purchase orders
in a timely manner.
4.4 D&M shall warrant and indemnify the Distributor against any
patent copyright or trademark violation or alleged violation and
hold the Distributor harmless and defend the Distributor against
any such claims.
4.5 All products supplied by D&M must meet the standards and
requirements of the country into which the products will be
ultimately sold to by the Distributor.
5. PRICE AND PAYMENT
5.1 The Distributor shall pay to D&M the sum of two thousand and
three hundred dollars ($2,300 U.S.) net 30 days per TeliCam
IntraOral Camera purchased pursuant to this Agreement.
5.2 D&M shall provide current price lists to the Distributors but
may change the prices for any of its products upon sixty (60)
days prior written notice, provided that any change will not
affect any existing orders placed by the Distributor.
5.3 The Distributor shall pay for products (other than software) by
letter of credit or telegraphic transfer of the purchase money
at the time of the order, or other method acceptable to D&M.
5.4 All prices quoted and payments made shall be in the currency of
the United States of America.
5.5 Should D&M or any associated companies develop new products not
listed in Appendix "A", Distributor will be given a right of
first refusal to become the exclusive Distributor of such
products in the Territory.
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5.6 Prices offered to the Distributor shall be no greater than the
price offered to others by D&M related companies.
6.0 MISCELLANEOUS
6.1 The Distributor shall be entitled to appoint sub-distributors
and agents to assist with the promotion and sales of the product
in the Territory.
6.2 Any notice or communication required or permitted hereunder
shall be deemed to be properly given when forwarded by prepaid
ordinary mail or by facsimile to the other party at the address
shown herein.
6.3 This Agreement does not constitute the Distributor as an agent
or legal representative of D&M.
6.4 This Agreement shall be binding upon and applicable to any and
all subsidiaries or related or controlled affiliates of D&M, its
successors and assigns.
6.5 In the event of termination of this Agreement, D&M agrees not to
contact for the purpose of soliciting sales and shall not
directly utilize the services of any sub-distributors to
distribute the products which the Distributor has advised its
utilized.
6.6 This Agreement shall be governed by and subject to the laws of
the State of California.
IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first herein above written.
Attest: Dental/Medical Diagnostic Systems,
LLC and Edudata Corporation
/s/ XXXXXX X. XXXXXXXXX
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By: Xxxxxx X. Xxxxxxxxx
Attest: Imaging Concepts, N.V.
/s/ MICHEL VAN GERVEN
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By: Michel Van Gerven
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APPENDIX "A"
"Products"
TeliCam IntraOral Camera System consisting of camera, handpiece, illumination
system and lens.
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APPENDIX "B"
"Territory"
Iceland; Norway; Sweden; Finland; Denmark; The Netherlands; U.K., which includes
Ireland, Scotland and Great Britain; Belgium/Luxembourg; France; Spain;
Portugal; Germany; Austria; Switzerland; Italy; Greece; Cyprus.
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