1
EXHIBIT 10.132
WILSHIRE TECHNOLOGIES, INC.
DISTRIBUTOR AGREEMENT
This Distributor Agreement ("this Agreement") is made effective and
entered into this 1st day of January, 1999 ("Effective Date") by and between
Wilshire Technologies, Inc. a corporation organized and existing under the laws
of California with its head office and principal place of business at 0000
Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 ("Wilshire")
and
VWR Scientific Products Corporation, a corporation organized and existing under
the laws of Pennsylvania with its head office and principal place of business at
Goshen Corporate Park West, 0000 Xxxxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx,
00000 ("DISTRIBUTOR") ("VWR").
1. APPOINTMENT AND ACCEPTANCE.
1.1 Wilshire hereby appoints DISTRIBUTOR on an exclusive basis to
purchase and resell the Products in the Territory. DISTRIBUTOR accepts this
appointment on the terms and conditions set forth herein and obligates itself to
the requirements of this Agreement.
1.2 The term "Products" shall mean the Wilshire products listed on
Exhibit A attached hereto. Wilshire reserves the right to delete discontinued
Products upon thirty (30) days prior written notice to DISTRIBUTOR.
1.3 The term "Territory" shall mean the geographic area defined on
Exhibit B attached hereto. DISTRIBUTOR shall not reexport the Products from the
territory without the express written authorization of Wilshire.
2. DISTRIBUTOR'S REPRESENTATIONS.
In order to induce Wilshire to enter into this Agreement DISTRIBUTOR,
and its undersigned officer, warrant and represent that:
2.1 DISTRIBUTOR is a corporate entity duly organized and in good
standing, and will remain in compliance with all applicable laws in the
Territory.
2.2 DISTRIBUTOR is and will remain an independent contractor with
respect to its relationship with Wilshire. DISTRIBUTOR agrees that Wilshire has
granted it no authority to make changes to Wilshire's terms and conditions of
sale, to extend Wilshire warranties or, in general, to enter into contracts or
make quotations on behalf of or to bind Wilshire in any transactions with
DISTRIBUTOR's customers or any governmental agencies or third parties. No
relationship of employment shall arise between Wilshire
2
and DISTRIBUTOR, or between Wilshire or any employee or representative of
DISTRIBUTOR. DISTRIBUTOR is at all times acting for its own account, and at its
own expense.
3. TERM.
3.1 Subject to the provisions of Section 14 below, the term of this
Agreement shall be for three (3) years, commencing on the Effective Date, unless
renewed as provided in Section 3.2 below.
3.2 If Wilshire and DISTRIBUTOR expressly agree in writing to renew this
Agreement prior to the foregoing expiration date, this Agreement shall continue
in full force and effect for one or more successive one (1) year renewal
periods. Notwithstanding the foregoing, if Wilshire or DISTRIBUTOR elect not to
renew or extend the Agreement, such party shall provide notice of its intention
to the other party no later than 90 days prior to the expiration date of the
applicable duration period.
4. PRICES AND TERMS.
4.1 The Product prices and discounts shall be those listed in Wilshire's
domestic and/or international distributor price list and in Exhibit E. The
prices quoted are exclusive of any national, state or local sales value added or
other taxes, customs duties, or similar tariffs and fees which shall be the
responsibility of DISTRIBUTOR. In the event that Wilshire is required to pay any
such taxes, duties or fees, such items will be added to the invoice to be paid
by DISTRIBUTOR.
4.2 Wilshire may change the prices of the Products as set forth in
exhibit A upon ninety (90) days prior written notice to DISTRIBUTOR.
4.3 All payment shall be made in United States dollars. Unless otherwise
agreed by Wilshire in writing, terms of payment for all international sale
transactions shall be by irrevocable letter of credit acceptable to Wilshire, or
prepayment by wire transfer. Terms of payment for all domestic sale transactions
shall be determined by Wilshire based on a review of the DISTRIBUTOR'S credit
history.
5. WILSHIRE OBLIGATIONS.
Wilshire will, during the term of this Agreement:
5.1 Provide training for a reasonable number of DISTRIBUTOR'S
representatives in the application, use, and sale of the Products. DISTRIBUTOR
agrees to pay all expenses of its representatives to attend such training
sessions, including salaries and transportation;
2
3
5.2 Render periodic assistance to DISTRIBUTOR on technical and sales
problems and on technical support of the Products through Wilshire personnel and
through a national network of manufacturer sales representatives located in
strategic markets throughout the United States; The manufacturer sales
representatives are highly skilled professionals with many years of experience
in the equipment maintenance area of the semiconductor and microelectronics
industry.
5.3 Invoice DISTRIBUTOR for each Product sold on the day it is shipped
or in accordance with the terms of the accepted order;
5.4 Participate in trade shows, open houses or exhibits in the Territory
as Wilshire deems appropriate in its discretion.
5.5 Prepare and provide to the DISTRIBUTOR, at Wilshire's expense,
product specifications, product information bulletins, testing/stability
certification and any other information required for initial product
registration and maintaining registration compliance.
5.6 Pay part of the promotion costs as outlined in Exhibit C.
5.7 Include in all Wilshire Sales Representative Agreements a provision
that the Representative shall not, without the prior written consent of
Wilshire, undertake to promote or solicit orders for competitive products of the
type, specification and capability of the Products, or for competitive clean
room consumable products (not equipment) of the type, specification and
capability of the products sold by DISTRIBUTOR at the Effective Date of this
Agreement.
6. DISTRIBUTOR OBLIGATIONS.
In order to induce Wilshire to enter into this Agreement, and as a
condition of this continuation in force, DISTRIBUTOR agrees that it shall;
6.1 Actively use its best efforts to promote and penetrate the market
for the Products in the Territory;
6.2 Maintain adequate premises and facilities within the Territory, at
its own expense, from which to inventory, demonstrate and sell the Products;
6.3 Sell the annual minimum quantity of Products as outlined in Exhibit
D; If quantities are not achieved, Wilshire can terminate this Agreement subject
to paragraphs 3.2 and 13.1.2.
6.4 Employ an adequate number of capable personnel to engage in the sale
of the Products;
3
4
6.5 Require its sales personnel from time to time, as may be mutually
agreeable, to visit Wilshire's facility (or other facility designated by
Wilshire) at DISTRIBUTOR's expense, for the purpose of developing expertise in
the application, capabilities, competitive advantages, and use of the Products;
6.6 Pay part of the promotion costs as outlined in Exhibit C;
6.7 Cooperate with Wilshire in obtaining marketing and competitive data;
6.8 Provide Wilshire an itemized account of sales on a monthly basis.
This report will be provided no later than the 15th day of the month following
the sale. This report will include the following fields of information, VWR
manager name and ID number, VWR sales representative name and ID number,
customer number, city, state, zip code, invoice date, vendor number, vendor
catalog number, VWR catalog number, unit of measure, unit sold and extended
cost.
6.9 Submit to Wilshire regular quarterly status reports reflecting sales
activities and anticipated requirements of customers in the Territory;
6.10 Shall submit purchase orders for product(s) to Wilshire in writing
by mail, courier, or telefax, which shall set forth (a) an identification of
product(s) ordered, (b) quantity, (c) requested delivery dates and (d) shipping
instructions and shipping address.
6.11 Not undertake to represent, distribute, or otherwise handle
competitive products of the type, specification and capability of the Products.
6.12 Furnish Wilshire copies of DISTRIBUTOR's certain public financial
information and any updates which Wilshire personnel may request from time to
time.
6.13 Register this Agreement with any government authority if required,
and shall be responsible for payment of any required tax, fee, fine, or duty
levied thereon.
6.14 On an ongoing basis, use best efforts to convert its existing foam
wiper and swab products from competitive suppliers to foam wiper and swab
products supplied by Wilshire on items where there is a direct cross reference.
The only exception will be customers who decide to maintain their current
product.
6.15 DISTRIBUTOR agrees to follow the list price guidelines as set forth
on the attached price list and Exhibit A.
7. FORECASTS/PURCHASE ORDERS.
7.1 During the first week of each quarter, DISTRIBUTOR shall forward to
Wilshire a three (3) month forecast of Product purchases designating the
quantities of each model of the Products which DISTRIBUTOR intends to sell in
this period. In
4
5
addition, DISTRIBUTOR will provide Wilshire with a quarterly projection for the
period of one year for each of the Products.
7.2 Any purchase orders issued by DISTRIBUTOR are subject to acceptance
by Wilshire and will not be deemed accepted until a written confirmation has
been dispatched by Wilshire.
8. DELIVERY/TITLE/RISK OF LOSS.
8.1 Delivery of all Products ordered by DISTRIBUTOR for domestic
shipment shall be made FOB point of shipment (e.g., Wilshire's Carlsbad,
California facility). Delivery of all Products ordered by DISTRIBUTOR for
international shipment shall be made EX Works (e.g., Wilshire's Carlsbad,
California facility). ICC Incoterms (1990 editions) shall apply to all
international shipments, except insofar as these Incoterms may be inconsistent
with the terms of this Agreement.
8.2 Risk of loss to the Products shall pass to DISTRIBUTOR at the point
of shipment (e.g., Wilshire's Carlsbad, California facility).
8.3 All Products ordered pursuant to accepted purchase orders will be
scheduled for delivery in accordance with Wilshire's then current and normal
delivery times. Wilshire shall not be responsible for failure to deliver or
comply with any provision of this Agreement if such non-performance is due to
causes beyond its reasonable control such as, but not limited to, acts of God,
fire or explosions, civil and labor disturbances or delays in transportation. In
such event, the time for performance hereunder shall be extended by the period
of time attributable to the delay.
9. PRODUCT WARRANTY.
9.1 DISTRIBUTOR understands and acknowledges that this Product Warranty
is made to DISTRIBUTOR only and shall not be passed through to DISTRIBUTOR's
customer.
9.2 Wilshire warrants the Products to be free from defects in material
and workmanship for thirty (30) days from date of shipment to VWR customer.
9.3 The sole responsibility of Wilshire under the foregoing warranty
shall be limited, at its option, to the repair or replacement of defective
Products returned by DISTRIBUTOR to Wilshire, at Wilshire's expense.
9.4 All Wilshire warranties hereunder are conditioned upon proper
storage, handling and use of the Products in the application for which they are
intended.
9.5 THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED
5
6
(INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).
REPAIR OR REPLACEMENT IN THE MANNER PROVIDED ABOVE SHALL BE THE SOLE AND
EXCLUSIVE REMEDY OF PURCHASER FOR BREACH OF WARRANTY AND SHALL CONSTITUTE
FULFILLMENT OF ALL LIABILITIES OF Wilshire WITH RESPECT TO THE QUALITY AND
PERFORMANCE OF THE PRODUCTS.
9.6 In no event shall Wilshire's liability to DISTRIBUTOR, whether in
contract or in tort (including negligence and strict liability), exceed the
price of the Product from which such liability arises.
9.7 Wilshire shall add DISTRIBUTOR as an "additional insured" under the
coverage of its general liability policy which shall have the coverages and
policy limits as set forth in the certificate of insurance attached hereto as
Exhibit F. Further, Wilshire shall maintain such coverage during the term of
this Agreement. DISTRIBUTOR understands and acknowledges that such general
liability coverage is written on an "occurance" basis. In the event of a
termination of this Agreement, Wilshire shall continue to maintain such general
liability coverage (including additional insured coverage for the benefit of
DISTRIBUTOR) for a period of two (2) years from the effective date of
termination.
10. COMPLIANCE WITH LAWS IN THE TERRITORY.
DISTRIBUTOR and Wilshire shall strictly comply with all applicable laws,
rules, regulations and other governmental requirements governing the
manufacture, packaging, labeling, distribution and sale of the Products in the
Territory. Such compliance shall include, but shall not be limited to, the
following:
10.1 DISTRIBUTOR shall keep Wilshire informed of the particular
requirements imposed on such products by the laws and regulations of the
Territory;
10.2 DISTRIBUTOR shall distribute, promote and sell the Products only
for the uses and applications approved by Wilshire and as permitted under the
applicable laws and regulations in the Territory;
10.3 DISTRIBUTOR shall comply with any recalls of the Products initiated
by Wilshire or governmental authorities; and
10.4 DISTRIBUTOR shall promptly disclose to Wilshire all reports, data
and other information received by DISTRIBUTOR relating to the unfavorable
(including physiological or psychological) effects or toxicity of the Products.
Wilshire will promptly address all reports received and reply in writing to
DISTRIBUTOR.
6
7
11. WILSHIRE'S PROPRIETARY INFORMATION AND RIGHTS.
11.1 Each party acknowledges and understands that all information
disclosed by one party to the other not generally known concerning Wilshire and
DISTRIBUTOR and the Products, including but not limited to a party's
organization and business affairs, customer lists, sales information, operating
procedures and practices, technical data, designs, know-how, trade secrets, and
processes (the "Proprietary Information"), whether owned by such party or
licensed by such party from third parties, is subject to valuable proprietary
interest of the disclosing party, and that the receiving party is under an
obligation to maintain the confidentiality of such Proprietary Information.
Without limiting the generality of the foregoing obligations, the receiving
party agrees that for the term of this Agreement and thereafter until such time
as the Proprietary Information is in the public domain, such receiving party
will (i) not disclose, publish or disseminate any Proprietary Information, (ii)
not use any Proprietary Information for its own account, (iii) not authorize any
other person to disclose, publish or disseminate the Proprietary Information,
and (iv) treat all Proprietary Information in a confidential manner, including
appropriate marking and secure storage of written Proprietary Information.
11.2 During the term of this Agreement, DISTRIBUTOR is authorized to use
Wilshire trademarks for the Products in connection with DISTRIBUTOR's
advertisement, promotion and distribution of the Products in the Territory.
DISTRIBUTOR acknowledges that Wilshire owns and retains all patents, trademarks,
copyrights and other proprietary rights in the Products, and agrees that it will
not at any time during or after the termination of this Agreement assert or
claim any interest in or take any action which may adversely affect the validity
or enforceability of any patent, trademark, trade name, trade secret, copyright,
or logo belonging to or licensed to Wilshire.
11.3 DISTRIBUTOR agrees to use reasonable efforts to protect Wilshire's
proprietary rights and to cooperate in Wilshire's efforts to protect its
proprietary rights. DISTRIBUTOR agrees to notify Wilshire of any known or
suspected breach of Wilshire's proprietary rights and to cooperate with Wilshire
without making any charge therefore in any action by Wilshire to investigate or
remedy an infringement of such rights.
11.4 Neither DISTRIBUTOR nor its employees and agents, shall, without
Wilshire's prior consent, alter any of the Products or remove, alert, obliterate
or mar any notice or legend of Wilshire's patent, copyright, trademarks or trade
secrets.
12. INFRINGEMENT INDEMNIFICATION.
12.1 Wilshire shall defend any claim, suit or proceeding brought against
DISTRIBUTOR so far as it is based on a claim that the use, transfer or resale of
any Products delivered hereunder constitutes an infringement of a patent,
trademark or copyright registered in the United States, so long as Wilshire is
notified promptly in
7
8
writing by the DISTRIBUTOR of any such action and given full authority,
information and assistance at Wilshire's expense for the defense of any such
claim or proceedings. Wilshire shall pay all damages and cost awarded against
the DISTRIBUTOR but shall not be responsible for any settlement made without its
consent. In the event of final judgment which prohibits the DISTRIBUTOR or the
DISTRIBUTOR's customers from continued use of any Products by reason of
infringement of such patent, trademark or copyright, Wilshire may, at its sole
option and at its expense, obtain the rights to continued use of any such
Product, replace or modify such Product so that it is no longer infringing.
12.2 Wilshire shall have no liability to the DISTRIBUTOR under any
provisions of this Section 12 if any patent, trademark or copyright infringement
or claim thereof is based upon the use of Products delivered hereunder in
connection or in combination with equipment or devices not delivered by Wilshire
or use of any such Product in a manner for which the same was not designed.
13. TERMINATION.
13.1 Wilshire or DISTRIBUTOR may terminate this Agreement at any time
prior to the expiration of its stated term upon the occurrence of any of the
following events, each of which is expressly declared to be "Just Cause" for
termination of this Agreement:
13.1.1 DISTRIBUTOR defaults in any payment due Wilshire for
Products purchased under this Agreement and such default continues unremedied
for a period of fifteen (15) days following Wilshire's notice to default;
13.1.2 DISTRIBUTOR fails to meet the annual minimum quota agreed
to and set forth in Exhibit D;
13.1.3 DISTRIBUTOR or Wilshire fails to perform any other
material obligation, warranty, duty or responsibility under the Agreement, and
such failure or default continues unremedied for a period of thirty (30) days
following the other party's notice;
13.1.4 DISTRIBUTOR or Wilshire becomes insolvent; proceedings are
instituted by or against it in bankruptcy, insolvency, reorganization or
dissolution; or it makes an assignment for the benefit of creditors; or
13.1.5 DISTRIBUTOR or Wilshire is merged, consolidated, or
substantially changes the nature or character of its business, or substantially
changes its management ownership or principals, excluding an increase in
ownership of DISTRIBUTOR by E. Merck, who currently owns 49% of DISTRIBUTOR.
13.1.6 DISTRIBUTOR or Wilshire is affected by a force majeure
event which continues for more than six (6) months.
8
9
13.2 Upon termination hereby by either party:
13.2.1 All sums due to either party from the other shall be
promptly paid;
13.2.2 DISTRIBUTOR orders received and accepted by Wilshire prior
to termination of this Agreement shall be fulfilled in accordance with their
terms;
13.2.3 All property belonging to one party but in the custody of
the other shall be returned;
13.2.4 DISTRIBUTOR shall cease all display, advertising and use
of Wilshire tradenames, trademarks, logos and designations, except uses on the
Products which remain in DISTRIBUTOR's possession; and
13.2.5 Wilshire shall have the option to repurchase any or all of
the Products in DISTRIBUTOR inventory which are new and unused at net price paid
originally by DISTRIBUTOR.
14. APPLICABLE LAW AND VENUE.
This agreement is made pursuant to, and shall be construed and enforced
exclusively in accordance with, the internal laws of the Commonwealth of
Pennsylvania )and United States federal law, to the extent applicable), without
giving effect to otherwise applicable principles of conflicts of l\aw. Any
lawsuit arising from or related to this agreement shall be brought exclusively
be fore the United States District Court for the Eastern District of
Pennsylvania or any Commonwealth court sitting in Xxxxxxx County, Pennsylvania
and each party hereby consents to the jurisdiction of any such court.
15. LIMITATION OF LIABILITY.
Neither Wilshire nor DISTRIBUTOR shall be liable to the other, or to
DISTRIBUTOR's customers, for any special, indirect, or consequential damages,
including but not limited to loss of profits, loss of business opportunities, or
loss of business investment.
16. INDEMNIFICATION.
DISTRIBUTOR agrees to indemnify and hold Wilshire harmless from any
costs, claims, damages, losses, liabilities or expenses (including reasonable
attorney's fees) asserted by any third party resulting from DISTRIBUTOR's breach
of this Agreement, inaccurate representation or warranty made by DISTRIBUTOR, or
failure to conform to local laws and regulations.
9
10
17. ASSIGNMENT.
Neither party may assign any of the rights or obligations set forth in
this Agreement without the prior written consent of the other, provided that
Wilshire shall have the right to assign any portion of the Agreement to its
subsidiaries and affiliated companies.
18. NOTICES.
All notices and demands under this Agreement shall be in writing and
shall be served by personal service or by mail at the address of the receiving
party first stated in this Agreement (or such different address as may be
designated by such party to the other in writing). All notices or demands by
mail shall be by facsimile, or by certified or registered airmail,
return-receipt requested, and shall be deemed complete upon receipt.
19. INTEGRATED AGREEMENT.
This Agreement (and attached Exhibits) constitutes the entire
understanding and agreement between Wilshire and DISTRIBUTOR and terminates and
supersedes all prior formal or informal understandings. Should any Section of
this Agreement be held unenforceable by a court of law or other tribunal having
jurisdiction over both parties, Wilshire or DISTRIBUTOR may elect to terminate
this Agreement.
20. LANGUAGE AND ORIGINALS.
This Agreement has been written in the English language. It may be
translated, for convenience, into other languages. However, in case of error or
disagreement, the executed English language version shall prevail.
This Agreement shall be executed in three (3) original copies, one for
each party, and one that DISTRIBUTOR can use for registration purposes as
needed.
21. PROMOTIONAL MATERIALS.
Both DISTRIBUTOR and Wilshire must agree on promotional materials used
in this alliance.
22. DECON OPPORTUNITIES.
In the event that DISTRIBUTOR enters the decon industries (off line
cleaning of process tools) Wilshire will be paid a 5% royalty based on sales in
return for bringing this opportunity to DISTRIBUTOR.
10
11
Entered into in West Chester, Pennsylvania, U.S.A.
WILSHIRE TECHNOLOGIES, INC. VWR SCIENTIFIC PRODUCTS
BY: /s/ Xxxxx Xxxxxxxxx BY: /s/ Xxxxx X. Xxxx
TITLE: Executive Vice President TITLE: Vice President
DATE: January 20, 1999 DATE: January 20, 1999
11
12
DISTRIBUTOR AGREEMENT
BETWEEN WILSHIRE AND VWR
EXHIBIT A
The Products
See attached UltraSOLV(TM) Chamber Cleaning Price List
EFFECTIVE DATE: January 1, 1999
WILSHIRE: /s/ Xxxxx Xxxxxxxxx
VWR: /s/ Xxxxx Xxxx
12
13
DISTRIBUTOR AGREEMENT
BETWEEN WILSHIRE AND VWR
EXHIBIT B
The Territory / Market
The United States of America
EFFECTIVE DATE: January 1, 1999
WILSHIRE: /s/ Xxxxx Xxxxxxxxx
VWR: /s/ Xxxxx Xxxx
13
14
DISTRIBUTOR AGREEMENT
BETWEEN WILSHIRE AND VWR
EXHIBIT C
Wilshire and DISTRIBUTOR Promotion Plan
INTRODUCTION
In order to establish brand identity for DISTRIBUTOR and Wilshire and to become
the market leader, various marketing and advertising projects must be
undertaken. The projects and their associated costs are estimated in the
following table.
1999 2000 2001
---- ---- ----
Direct Mail
Magazine Advertising
Trade Show Attendance
DISTRIBUTOR Representative
Training
Literature
Technical Seminars _______ _______ ______
Total $62,000 $80,000 $95,000
------- ------- -------
1. DISTRIBUTOR and Wilshire agree to split the costs on a 50/50 basis. The above
costs are estimates only. All costs and projects have to be agreed to in writing
prior to the costs being incurred. DISTRIBUTOR shall have the right to approve
all joint publications. The costs for 2000 and 2001 may be revised by
DISTRIBUTOR or Wilshire if the sales by DISTRIBUTOR to end-users is less than
$360,000 in 1999.
2. DISTRIBUTOR will not charge Wilshire any customary fees for booth space at
DISTRIBUTOR'S national sales meeting during the term of this Agreement.
3. DISTRIBUTOR will give Wilshire the opportunity to make a presentation at the
DISTRIBUTOR'S national sales meeting at no cost to Wilshire during the term of
this Agreement.
4. DISTRIBUTOR will invite Wilshire to attend DISTRIBUTOR'S regional sales
meetings at least twice per year at no cost to Wilshire during the term of this
Agreement.
14
15
5. DISTRIBUTOR will give Wilshire's products a priority position in
DISTRIBUTOR'S product catalog and web site within the designated product
category at no cost to Wilshire during the term of this Agreement.
6. DISTRIBUTOR will give Wilshire's products space at all of DISTRIBUTOR'S local
and regional trade shows in which Wilshire participates at no cost to Wilshire
for the duration of this Agreement.
EFFECTIVE DATE: January 1, 1999
WILSHIRE: /s/ Xxxxx Xxxxxxxxx
VWR: /s/ Xxxxx Xxxx
15
16
DISTRIBUTOR AGREEMENT
BETWEEN WILSHIRE AND VWR
EXHIBIT D
Minimum Purchase Quantities
1999 $1,000,000
2000 $2,000,000
2001 $4,000,000
16
17
DISTRIBUTOR AGREEMENT
BETWEEN WILSHIRE AND VWR
EXHIBIT E
Commission Schedule
From the Effective Date until two years after the Effective Date
Representation Territory Commission
------------------------ -----------
With a Manufacturer's Sales Representative 25% Discount off Suggested Resale
Price shown in Exhibit A.
Without a Manufacturer's Sales Representative 25% Discount off Suggested Resale
Price shown in Exhibit A,
plus
a Rebate of 15% of Suggested Resale
Price shown in Exhibit A.(Note 1)
From the beginning of the third year after the Effective Date until
Termination
Representation Territory Commission
------------------------ ----------
With a Manufacturer's Sales Representative 28% Discount off Suggested Resale
Price shown in Exhibit A.
Without a Manufacturer's Sales Representative 28% Discount off Suggested Resale
Price shown in Exhibit A,
plus
a Rebate of 12% of Suggested Resale
Price shown in Exhibit A.(Note 1)
Note 1: Rebate will be paid monthly to DISTRIBUTOR after verification of the
monthly sales reports provided by DISTRIBUTOR.
EFFECTIVE DATE: January 1, 1999
WILSHIRE: /s/ Xxxxx Mulvihll
VWR: /s/ Xxxxx Xxxx
17
