January 6, 1999
[Coverletter of Xxxxxx Diagnostics, Inc]
Pretory
000 Xxx xx Xxxxxxxx XX00
Xxxxx Cedex 20, 00000
Xxxxxx
Distributor Agreement
We, Cortrez Diagnostics, Inc., hereafter referred to as Xxxxxx, hereby certify
that Pretory, or the above mentioned address, is our exclusive distributor of
the Drugs of Abuse Rapid tests in France. The exclusivity right will remain in
place for six months from the date of this contract and after six months the
distributor's activities will be evaluated. If the sales volume for the first
six months is satisfactory the contract will be renewed for a period of six
months. The distributor's activities will be evaluated at the beginning of each
subsequent six-month periods and the parties will agree in writing for the
volume of sales for the following six-month period and renew the contract
accordingly.
Pretory is authorized with the right to sell and register the products, supply
technical services on behalf of Xxxxxx, exporting outside of the United States.
Pretory agrees not to distribute similar rapid tests from Xxxxxx'x competitors
during the period specified by this agreement, except for tests that are not
available from the Xxxxxx product list. Pretory is authorized to use our
business and brand name to advertise our products via mass media.
In cases where individual buyers demand to buy directly from Xxxxxx, Xxxxxx will
inform Pretory about such a proposal. Xxxxxx will allow Pretory to negotiate the
selling price - this is in order to keep a consistent pricing policy - and the
margin between Pretory's cost and the selling price will be split 50-50 with
Xxxxxx. Xxxxxx will not sell and ship Xxxxxx Drugs of Abuse test directly to any
other customer located in France. However, Xxxxxx will not be held responsible
for any OEM buyers and distributors worldwide who might intend to sell the same
products under their own company name in France.
Xxxxxx accepts to carry out the supply of tests for Pretory for upcoming orders.
Pretory will be fully supported and promptly supplied by Xxxxxx for as long as
the signed contract is valid. The prices quoted to Pretory will remain for 6
months from the above date.
SAMPLE POLICY; Pretory is expected to pay for the samples (20% discount) and pay
for the freight. PAYMENT POLICY: Payment terms will be cash in advance by wire
transfer, check or confirmed, irrevocable, and sight letter of credit. Pretory
must pay the L/C fees for their bank and Xxxxxx'x bank. The quoted prices are
based on the payment method of wire transfer and do not include L/C costs. These
agreements must be determined before any upcoming order pro forma will be
prepared.
Initials /s/ X.XX /s/ JG
------------ ----------------
Xxxx Xxxx Jacques Gaussens
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SHIPMENT: Approximately two days to 2 weeks after receipt of firm order
depending upon the diversity and the volume of the order. This also depends on
the payment plan. If the delivery time needed is longer than 2 weeks, then
Xxxxxx will inform the distributor about the expected delivery date.
WARRANTY: Xxxxxx warrants that diagnostics supplied to the distributor are free
from defects In material, design and workmanship. All diagnostics shall show
their expiration date on the label. The stated warranty does not apply in the
event of improper storage and/or handling of diagnostics or in other
circumstances beyond the control of Xxxxxx. In the event that a shipment of such
diagnostics from Xxxxxx is confirmed by Pretory as defective with respect to
workmanship or quality and if written notice thereof is duly given to Xxxxxx,
Pretory shall at Xxxxxx'x request and cost return or destroy the products in
question, whereupon Xxxxxx shall at its discretion, either reimburse any amounts
paid to Xxxxxx as purchase price for the products in question or deliver an
equivalent amount of such products to Pretory. Any further warranties or
remedies whether express or implied, including without limitation - any warranty
of merchantability or fitness for any particular purpose with respect to
products or any claim for loss of profit or other damages resulting from
defective products are expressly excluded. The risk of expiry shall be borne
exclusively by the distributor.
LIABILITY: Xxxxxx shall be liable for only the cost of the defective products
paid to Xxxxxx. The distributor will accept any other liability. The distributor
will indemnify and hold Xxxxxx harmless against any and all claims, Lawsuits,
proceedings, recoveries, and damages arising out of, based on, or caused by
defects in material or workmanship of the products.
The faxed copy of this document is legitimate and legal. It can be renewed
before the expiration date.
Signed by:
/s/ Xxxx Xxxx /s/ Jacques Gaussens
--------------------- -------------------------
Xxxx Xxxx Jacques Gaussens
Marketing Manager President
This certificate expires 12 months from the date notarized.
State of California/County of Los Angeles
Subscribed and sworn to before me this ____ day of __________ month ________year
_____________________________
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