EXHIBIT 10.11
DISTRIBUTION AGREEMENT
THIS AGREEMENT, made and entered into by and between
Haemofix Medical Products AB, with the postal address X.X. Xxx 000, 000 00 Xxxxx
Xxxxxxx, Xxxxxx, Marketing company for Arta Plast AB, with the postal address
Xxxxxxxxxxx 0X, 00000 Xxxxxx, Xxxxxx, hereafter to be referred to as the Vendor,
and
CHRONIMEB INC, with the postal address 00000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxxx 00000, XXX, hereafter to be referred to as the Distributor.
WHEREAS, the Vendor is engaged in manufacturing, distributing and sales of
certain Products, for which the Vendor desires an assured market opportunity;
and
WHEREAS, the Vendor recognizes that the execution of this Agreement with the
Distributor will enable the Vendor to effectively distribute these Products in
due Territory specified herein and which should increase its share in
MARKETPLACE; and
WHEREAS, the Distributor has familiarized itself with and has determined the
clinical performance and sales potential of the Vendor's Products and now wishes
to utilize its special knowledge, expertise, and contacts to establish itself as
a Distributor of the Products and specially desires to engage in sale and
distribution with the Vendor in order to assure itself an adequate supply;
NOW, THEREFORE, the Vendor and Distributor ENTER INTO this Agreement and agree
as follows:
ARTICLE I DEFINITIONS
In this Agreement each of the terms listed below has the following meaning:
1.1 The term "Product" (or "Product") shall mean the US Products and the
Haemofix Blood Lancet Products and all modifications, improvements and additions
thereof.
1.2 The term "US Products" (or "US Product") shall mean the Haemofix Blood
Lancet Product line as specified in Appendix 1 of this Agreement.
1.3 The term "Haemofix Blood Lancets Products" (or "Haemofix Blood Lancet
Product") shall mean all goods in the Haemofix Lancet Product line as specified
in Appendix 1 of this Agreement.
1.4 The term "Trade Xxxx" (or "Trade Marks") shall mean the intellectual
property rights including patents, trade names, trade marks and logotypes and so
on of the Vendor related to or used in connection with the Products.
1.5 The terns "Territory" shall mean North America. (USA, Canada and Mexico).
The Vendor will not operate in Central and South America the first six (6)
months. After six (6) months will tire Distributor have a right to market the
product in Central and South America, but not exclusive.
1.6 "Appendix" incites any agreed appendix of this Agreement necessary for
understanding this Agreement arid its effectiveness. All appendices shall be
deemed to be incorporated into and form part of this Agreement.
ARTICLE 2. GRANTS OF RIGHTS
2.1 The Vendor grants to the Distributor and the Distributor hereby accepts the
exclusive rights to sell the Products within the Territory to Sub Distributors
and end users, with the exceptions stated in thus Agreement.
2.2 The exclusive right to sell the Haemofix Blood Lancet in the Territory is
granted to the Distributor on the Effective Date of this Agreement. The Parties
agree that the first twelve (12) month minimum quantity period, as described in
Appendix 2, will commence ninety (90) days after receiving of the first
shipment.
ARTICLE 3. CONDITIONS PRECEDENT
3.1 The right to obtain the exclusive distribution right and the right to sell
the US Products in the Territory will be available to the Distributor upon the
effective termination of the existing distribution contract of Haemofix Lancets
type for the US Products which is in EFFECT WITH the Vendor's current
distributor. All terms and conditions regarding the US Products referenced in
this Agreement are contingent upon termination of the existing distribution
contract.
3.2 THE EXCLUSIVE right to sell means, except as otherwise stated in any
compulsory law applicable to this Agreement, that the Vendor will refrain from
- selling the Products in the Territory
- granting to any other person the representation of the Products in the
Territory
3.3 The Distributor shall refrain, outside the Territory, from seeking customers
for the Products, from establishing any branch, or from maintaining any
distribution depot for the Products. Any orders outside the Territory shall be
SENT to the Vendor.
3.4 The Vendor will not sell the Products to customers outside the Territory who
Vendor has reason to believe exports or intends to export the Products to the
Territory.
3.5 The Vendor shall be free to extend its assortment of US Products to be sold
in the Territory and, if necessary, to discontinue the manufacture of any US
Products.
3.6 The Distributor shall have the right to sell to Original Equipment
Manufacturers, (OEM) in the Territory, but the Vendor will have the right to
sell to other OEM company in rest of the world, even if the product should be
included in a kit sold to the Territory.
ARTICLE 4. NON-COMPETITION
4.1 Except as otherwise stated in any compulsory law applicable to this
Agreement, the Distributor shall refrain from selling products that are
identical or similar to the Products in the Territory, unless prior written is
given by the Vendor.
4.2 The Distributor shall give reasonable notice to the Vendor if the
Distributor directly or indirectly, enters into, or becomes engaged in any
business or undertaking WHICH compete an any matter with the Vendor in
connection with the marketing, distribution, or sale of the Products in the
Territory. Such action will grant the Vendor the option to terminate this
Agreement.
ARTICLE 5. RELATIONSHIPS
5.1 At all times during the duration of this Agreement shall the Distributor act
as an independent contractor and neither shall the making of this Agreement nor
the performance of any of the provisions thereof be corm to constitute
Distributor as agent or legal representative of Vendor for any purpose, nor
shall this Agreement be deemed to establish a Joint Venture or Partnership or
Franchise Arrangement. Each purchase of tiny Products by the Distributor from
the Vendor pursuant to this Agreement, each sale of the Products made by the
Distributor, and each Agreement or commitment made by the Distributor to arty
person, firm or corporation with respect thereto shall made by Distributor for
its cum account as principal and its own expense.
5.2 Neither Party has authority to make any agreements on behalf of or in any
way binding opt the other Party.
ARTICLE 6. SUB REPRESENTATIVES
6.1 The Distributor acknowledges that it will primarily use its own sales
representatives or Sub Distributors to market and promote the Products. Vendor
acknowledges that in limited cases, at the request of a customer, Distributor
may sell the Products through sub-distributors who will perform routine
distributor tasks only. This has to be agreed with the Vendor.
ARTICLE 7. MARKETING AND SALES
7.1 The Distributor shall actively market and promote the sales of the Products
through the efforts of its Management, regional sales manager mud staff of sales
representatives within the Territory by
advertising, distribution of technical and sales matters, personal calls upon
prospective customers and other activities, all of which shall be undertaken by
the Distributor at its sole cost and expense. The target shall be to reach the
best result as possible.
ARTICLE 8. MINIMUM QUANTITY
8.1 The Distributor shall buy US Products for at least eighty (80) per cent of
the total value of the agreed forecast as mentioned in Appendix 2.
8.2 If the Distributor does not comply with its obligation in this Article 8,
Clause 8.1 above, the Vendor shall be entitled to convert the exclusive rights
for the US Products as mentioned under Article 2 ABOVE TO A NONexclusive right
by registered letter within ninety (90) days after each forecasting period on
giving thirty (30) days notice. Failure to comply with the obligations in
Article 8, Clause 8.1 shall not be a material breach of this Agreement and the
Vendor sole and exclusive remedy for such failure is set forth in this Clause
8.2.
8.3 The Distributor shall purchase Haemofix Blood Lancet within the term of this
Agreement an accordance to the schedule in Appendix 2. At no time during the
first two twelve (12) month time periods, as stipulated in Appendix 2, can the
order quantities of the Products fall below the minimum quantities set forth in
the APPENDIX 2. AT NO TIME during the twelve months periods, three (3) through
four (4) inclusive, as stipulated an Appendix 2, can the order QUANTITIES OF the
Products fall more than twenty (20) per cent below the minimum quantities set
forth in Appendix 2.
ARTICLE 9. MINIMUM STOCK
The Distributor shall maintain at its own cost a stock of the Products
responding to no less than twenty (20) per cent of the volume of the annual
total volume of the forecast according to Article 12, Clause 12.2. However, if
the Vendor tai has been able to deliver in time, the Parties should discuss this
Article.
ARTICLE 10. ADVERTISING AND FAIRS
10.1 The Distributor shall advertise the Pmts within the Territory at its own
cost.
10.2 Participation in fairs or exhibitions shall be the subject of prior
consultation between the Parties. All expenses and costs associated with
Distributor's participation in fairs an exhibitions within the Territory shall
be the sole responsibility of the Distributor.
10.3 if not otherwise agreed, arty artwork or printed matters regarding the
Products, that is produced by the Distributor shall be in conformity with the
Vet's recommended fonts, printing colors and general xxxxx for artwork. Vendor
agrees to allow the Distributor to use its current labeling practices.
ARTICLE 11. TRADE MARKS
11.1 If not otherwise agreed the Distributor shall sell the Products with the
Trade Xxxx.
11.2 The Distributor shall not use any registered or any unregistered Trade xxxx
owned by the Vendor at any time during the term of this Agreement except in
connection with the Products.
11.3 After termination of this Agent the Distributor shall not use the Vendor's
name or any of the Vendor's Trade Marks in any manner, except to sell remaining
Products in inventory.
11.4 The Distribute pray put trade xxxx of its own on any Product label or
advertising, in accordance with Vendor's agreement.
11.5 The Distributor shall have no rights under this Agreement in, or to, the
Trade Marks and shall not, during the term of the Agreement, or theta, represent
that it is the owner of the True Marks, whether or not tire Trade Marks are
registered, nor at any time register, or cause to be registered, any of the
Trade Marks in its name, or in name of another, except on behalf of and with
written instructions from the Vendor.
ARTICLE 12. REPORTS AND FORECASTS
12.1 The Distributor shall with due diligence keep the Vendor informed of market
conditions and the state of competition and shall supply a general report as
frequently as may be required but in no event less than every three (3) months.
Such report shall always include the number (and names or coded names) of
customers to whom the Products have been sold.
12.2 The Distributor shall submit to the Vendor, prior to the end of October
every year, a forecast for all Products for the following twelve (12) month
period.
ARTICLE 13. PURCHASE ORDER
13.1 The Distributor shall provide the Vendor with rolling purchase orders for
the Products. Each purchase order shall list three (3) separate calendar month
delivery dates for each respective Product. Each desired quantity FOR a given
Product, for each calendar month, shall be listed on the purchase order as a
separate "Line Item", even if the purchase quantity is zero (0). The Distributor
shall have no less than (3) such consecutive purchase orders placed with the
Vendor at all times. Each purchase order shall not be considered binding until
the Distributor has notified with a written order acknowledgement from the
Vendor.
13.2 The Distributor shall confirm to the Vendor in writing, no later than the
20th of each calendar month, to desired quantity of all not yet delivered Line
Items on any and all purchase orders scheduled
for delivery for the following third rolling calendar month. If confirmation
from the Distributor is not received by the 20th of a calendar month, the
quantity last submitted for that Line Item on any purchase order for delivery in
that following third rolling calendar month, shall automatically be considered
binding.
13.3 The Vendor may at any time make changes in, or discontinue the manufacture
of any US Product without any liability whatsoever to the Distributor. Tire
Vendor shall promptly notify the Distributor of any discontinuance or
significant change in the US Products. If the Vendor instructs the Distributor
not to sell a certain Product, the Distributor may return remaining inventory of
tier Product for credit by the Vendor.
ARTICLE 14. FORMS AND FORECASTS AND ORDERS
If agreed by the Parties, the Distributor shall use forms submitted by the
Vendor for the above reports, forecasts. Orders have to written on Distributors
own forms.
ARTICLE 15. TIME OF DELIVERY
The Vendor shall deliver the ordered Products within plus/minus ten (+/- 20)
days from acknowledged date of delivery, in accordance with Article 13.
ARTICLE 16. TERMS OF DELIVERY
16.1 The Products shall be delivered by the Vendor to the Distributor FOB (free
on board) Arta Plast, Tyreso, Sweden.
ARTICLE 17. PRICES
17.1 If not otherwise agreed, THE Distributor shall pay the prices for US
Products in accordance with the latest price-list in Appendix 3.
17.2 if the Vendor decides to change the said price-list, the Vendor shall
notify the Distributor of such change sixty (60) days in advance The Vendor will
honor the prices on orders placed prior to, or written that sixty (60) days
period, at the previously stated prices. Provided that the delivery is requested
by the Distributor within eighty (80) days from the effective date of prices
change. The prices shall be firm for a minimum of twelve (12) months.
17.3 The Distributor shall be free to determine the prices and other conditions
to the customers and should on request inform the Vendor about the contents of
these.
17.4 The Distributor shall at all times pay the prices listed in Appendix 3 for
the Haemofix Blood Lancet.
17.5 All Product price lists will be quoted in United States US dollars (USD).
17.6 A relation of USD 1/SEK 8 is set. If the value will change more than +-15%,
the Parties have the right to take up negotiations.
17.7. The Distributor will every year receive 1% of the total VOLUME free, to be
use! for exhibitions e.t.a. The Distributor agrees however that these samples
shall be used for promotion only, and not for sales.
ARTICLE 18. TERMS OF PAYMENT
18.1 The Distributor shall pay to the aunt and bank per 34 days net. However, if
FDA will delays a shipment, the Distributor has the right to delay the payment
with a time as long as FDA has delayed the shipment.
18.2 If not otherwise agreed all payments relating to this Agreement shall be
made in Sweden and in US dollars (USD).
ARTICLE 19. INSPECTION OF PRODUCTS
The Distributor shall thoroughly inspect the Products within 30 days from the
date of landing at the port designated by him and will lodge, within SUCH period
any claim in respect of any deliveries, found to be deficient or damaged. Within
10 days from the date on which the above mentioned period of time for inspection
has expired, the Distributor shall submit to the Vendor a report concerning all
warranty claims based on that delivery. The claim will not prejudice or suspend
the Vendor's right to receive payment in full for such delivered Products.
Failure by the Distributor to submit any such Warranty claims within the
specified period shall constitute a waiver of any such claim which could be
found at an inspection arid shall be deemed as an unconditional acceptance of
the Products by the Distributor which may not thereafter be revoked.
ARTICLE 20. WARRANTY
20.1 The Vendor warrants that the Products are free from faults in material in
that the Products correspond to the Product specification as set cant in
Appendix 4. and as set out below THE VENDOR agrees to remedy such faults. The
warranty is contingent upon proper use, handling and service of the Product and
does not apply to damage which has been caused, for example by misuse,
negligence, alteration or tampering, to damage incurred in transit, by normal
wear and tear, improper or unauthorized use or storage of the Product by the
Distributor or customer, causes external to the Products or resulting from the
Distributor's incorrect implementation or interpretation of the Vendor's advice.
The warranty is made directly by the Vendor to the Distributor and Sub
Distributors is not applicable or transferable to other purchasers of the
Product or any other party.
20.2 The Vendor will in no case warrant the Products at a date past the
expiration date of three (3) years or more from date of packaging, ref to Lot.
no. written on the package of the Products.
20.3 The Distributor shall take complete responsibility, including but not
limited to all claims four third parties, arising from the Distributor's
activities concerning the Products and the Distributor hereby undertakes to hold
the Vendor harmless from any responsibility, liability and expense ton. In case
of claims from third parties or customers the Dish agrees to provide the Vendor
with all information available to the Distributor relating to any complaint from
or dispute with such parties and to notify the Vendor immediately in writing of
any faults or defects that have appeared or will appear and also inform the
Vendor as to the progress of such complaints or disputes. All such notifications
shall contain reference to Lot. no. , and the full name and address of the party
making the complaints. The Distributor shall at all times keep a record of any
defective Products old other data as mentioned above.
20.4 As the Distributor's only remedy is to have defective Product replaced or a
refund of the purchased price it is a condition for the Vendor's warranty that
the Distributor return. a referee of the defective Products to the Vendor at the
Distributor's risk and expense. If, after examination of the defective Product,
the Vendor decides that the claim is not justified, the Vendor will at the risk
and expense of the Distributor return the defective Product to the Distributor.
However, if the Vendor decides that the claim is justified the Vendor will a)
without clay credit the invoiced cost of the defective Product together with the
Distributor's expense for the transport of the defective Product, provided that
the Distributor has claimed reimbursement for transport costs before the credit
is made or b) return a new Product to the Distributor. After the Vendor has
taken the measures described in this paragraph the Vendor shall be deemed to
have fulfilled all its obligations in respect of a defective
ARTICLE 21. LIMITATION OF LIABILITY
21.1 The Vendor's sole obligation and the Distributor's sole remedy under this
warranty shall be reps of defective Products or refined of the purchase price
including transport costs, as provided above in Article 20. THE WARRANTY GIVEN
IN ARTICLE 20 IS THE ONLY WARRANTY BY THE VENDOR WITH RESPECT TO THE PRODUCTS.
UNDER NO CIRCUMSTANCES SHALL VENDOR BE LIABLE FOR LOSS OF BUSINESS, OR ANY
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THE SALE OR USE OF THE
PRODUCTS, UNDER THIS WARRANTY OR OTHERWISE. THIS LIMITATION OF LIABILITY APPLIES
EVEN IF THE VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ALL OTHER WARRANTIES INCLUDING THE IMPLIED WARRANTIES OR MERCHANT ABILITY AND
FITNESS FOR PARTICIPATION PURPOSE ARE DISCLAIMED. This warranty is provided
solely to the Distributor. The Distributor shall be responsible for providing
its own warranty to its customers. The Parties agree on the importance of the
Distributor adapting the conditions it grants to its own customers to the
condition it is granted by the Vendor, especially as far as the warranty are
concerned. The Distributor assumes all risks and liabilities for and agrees to
indemnify and hold the Vendor harmless from and against any claims, demands,
liabilities, and expenses arising out of or accruing from the unauthorized acts,
negligence, or omissions of the Distributor or any breach of this Agreement by
the Distributor.
21.2 The Distributor shall immediately notify the Vendor of any claims under any
foregoing warranties. The Distributor shall also immediately notify the Vendor
of any likelihood of a claim by a third Party under any of the foregoing
warranties. No adjustment, settlement, or payment of such claim made by the
Distributor to a third Party shall be binding on the Vendor, or obligate the
Vendor to compensate the Distributor for such adjustment, settlement, or
payment, unless final authorization thereto was given in writing by the Vendor.
21.3 As regards Product liability the Vendor warrants that it will be liable in
respect of death, personal injury or damaged property (other than product
itself) if it is shown that Vendor has been guilty of gross negligence or
misconduct. In no case is the Vendor responsible for Product Liability above
what is covered by the world wide liability policy taken for the Vendor's
Products which amounts to SEK 10,000,000 per single occurrence and SEK
20,000,000 in total aggregated amount per policy period. The Distributor can be
included and named as insured for an "additional names fee if and for as long
as, the Distributor desires.
ARTICLE 22. 1NFRINGEMENT
22.1 If a third Party mates any claim for compensation towards the Vendor or the
Distributor, the Party who receives the claim shall without delay notify the
other Party in writing. The Parties shall be obligated to assist each other in
such claim from a third Party in means of information and defense. No Party
shall have the right to settle or compromise any such claim or to enter any
judgement without the other Party's approval.
22.2 The Distributor shall report to the Vendor any infringement of Trade Marks,
or imitation of the Trade Marls and/or the Products, of WHICH IT may learn and
shall assist the Vendor in protecting its right in and to the Trade Marks and/or
the Products; but the Distributor shall not initiate any protective action WITH
respect td the Trade Marks and/or the Products WITHOUT the Vendor's prior
written authorization.
22.3 The Distributor shall assist the Vendor to the best of its ability to
protect the Vendor against such acts and. infringements of the Trade Marks
and/or the Products.
22.4 The Distributor's obligations under Article 7 and Article 8, shall be
temporarily suspended in the event that either Party, receives notification from
third Party of patent infringement regarding the Product until such claim is
mutually deemed unfound, settled or withdrawn.
ARTICLE 23. LIMITATIONS OF DAMAGES
The Party who is subject to breach of the Agreement shall be under a duly to
take all necessary measures to mitigate the loss which has occurred provided
that it can do so without unreasonable inconvenience or cost. Should it fail to
do so, the Party guilty of breach tray claim a reduction in damages.
In no case shall either Party be liable to the other for losses in profit and
other consequential losses, provided that the foregoing (a) shall not apply in
case of willful or grossly negligent breach by a Party, and (b) shall BE without
prejudice to the provisions of Articles 19 through 22.
ARTICLE 24. FORCE MAJEURE
If the performance of any obligation under this Agreement, other than payment of
money, is prevented or impaired for any cue beyond the reasonable control of the
defaulting Party, such Party shall be excused from performance AS LONG as such
cause continues to prevent or impair performance, provided the Party claiming
such excuse shall promptly notify the other Party of the existence of such cause
aril shall at all times use its best efforts to resume and complete the
performance.
ARTICLE 25. NON-DISCLOSURE
25.1 The Vendor and Distributor will not disclose to any third Party any
confidential information relating to each other's business or methods of caring
on business, or to technology related to the Products. Such coal information
("Trade Secrets") includes, but is not limited to poses, techniques, research,
technology, pricing, cost data, knowhow suppliers anti customers of a Party
which the other Party knows, or hereafter xxxxx TO know, unless and until such
Trade Secrets are in the public domain.
25.2 In so far as officers and employees of Party, who come into contact with
Trade Secrets of the other Party, are corm, this Party shall impose on such
officers and employees a corresponding obligation to confidential treatment of
the other Party's Trade Sets to the extent set forth in this Article and
covering the time both during anti after their employment with the Party
concerned.
25.3 The duty of non-disclosure of Trade Secrets shall not cease with the
termination of this Agreement but shall survive such termination TO the full
extent.
ARTICLE 26. ASSIGNMENT
26.1 Neither Party may assign this Agreement or any interest herein without
prior written consent of the other Party such consent may not be unreasonably
withheld by either Party.
26.2 Subject to the provisions of this Article this Agreement shall inure to the
benefit of, and binding upon the Parties hereto, and their respective assigns.
ARTICLE 27. SEVERABILITY
Should any part of this Agreement for any reason be invalid or unenforceable,
such invalidity or unenforceability shall not affect the validity of the
remaining portion which remaining portion shall continue in full force and
effect. In such case, the parties agree that they will, in good faith, negotiate
with one another to replace such in valid provision with a valid provision, as
similar as possible to that which has been held to be invalid. All in accordance
with this Agreement.
ARTICLE 28. DEFAULT AND OTHER CONTINGENCY
28.1 Without prejudice to airy remedy either Party may be against the other for
breach or non-performance of this Agreement, both Parties shall have the right:
- to terminate this Agreement by giving the other Party two month's notice in
writing if the other should violate any of provisions or conditions of this
Agreement and such Party fails to discontinue and make good such violation
within ninety (90) days after receipt of notice in writing with reference to
this Article from the complaining Party.
- to terminate this Agreement immediately if the other Party should enter into
liquidation or go into bankruptcy or become insolvent or make composition with
its creditors.
28.2 If the Distributor has not fulfilled any payment within thirty (30) days
after fallen due and if the Distributor still act made the payment of such
amount despite two reminders from the Vendor with at least fourteen(14) days
between each reminder, the Vendor is entitled to terminate this Agreement
immediately.
28.3 Failure of either Party to terminate this Agreement following any breach
hereof by the other Party shall not be deemed a waiver of the Party not in
breach of rights arising from any future breach.
ARTICLE 29. RIGHTS AND LIABILITES AFTER TERMINATION
29.1 Termination of this Agreement shall not release either Party from any
obligation or liability incurred prior to the effective date of such
termination, to include Vendor's obligations to indemnify the Distributor.
29.2 If the Vendor terminates this Agreement for any reason, the vendor will
allow the Distributor to sell all existing inventories of Product in stock at
the time of termination.
29.3 The Distributor shall, at its sole costs and expense, promptly return to
Vendor all advertising matter and other property or equipment of the Vendor then
in the possession of the Distributor.
29.4 In event the business transactions between the Parties subsequent to the
serving of notice of, or subsequent to the date of, termination of this
Agreement, such relations shall not constitute a renewal of this Agreement or
waiver of termination, but all such transactions shall governed by terms
identical to the applicable provisions of this Agreement unless the Parties
execute a new agreement superseding this Agreement.
ARTICLE 30. NO LICENSE
No license, express or implied, is granted by this Agreement by the Vendor under
any Trademarks.
ARTICLE 31. NOTICES
Any notice or recast given under this Agreement shall be deemed to have been
sufficiently given or directly to either Party at the address shown on page one
of this Agreement, five (5) days after having been sent by registered mail, or
two (2) days after having been sent by telecopy and confirmed in writing, unless
expressly stated in this Agreement. Either Party may give written notice of a
charge of address, which shall be given as above per.
ART1CLE 32. TAXES
All prices or other payments mentioned in or sting from this Agreement shall
always be exclusive of any indirect taxes or turnover taxes (e.g. value added
tax), custom duties or similar charges. All such taxes, duties or charges shall
be borne by Distributor if levied by authorities in tire Distributor's country.
ARTICLE 33. DURATION AND EFFECTIVE DATES
33.1 The term of this Agreement shall begin on the Effective date and shall be
intact for a time period of 48 months, pursuant to Article 2, Clause 2.2, and
shall be automatically extended for successive twelve (12) month periods, unless
either Party notifies the other party by red mail at least ninety (90) days
before the respective expiration date, of each desire of either Party to
terminate this Agreement earlier under any of its other provisions.
ARTICLE 34. PERMITS
34.1 The vendor acknowledges that it is a registered Device Manufacturer with
the FDA anti that the Products are manufactured in accordance with FDA/GMP and
quality standards are in line with ISO 9001.
34.2 The Vendor agrees to undergo a vendor audit performed by the Distributor.
34.3 Vendor agrees to permit a duly authorized representative of the Distributor
to enter and inspect, during normal business hours, the establishments in which
any of the Products are manufactured, packaged, labeled or held in order to
DETERMINE whether said Products one manufactured, packed, labeled or held in
conformity with the terms of this Agreement, and further agrees to provide
Distributor with such documents at it may ready require to determine whether the
Products are being manufactured, packaged, labeled or held in accordance with
the provisions of this Agreement.
ARTICLE 35. GOVERNING LAW
This Agreement shall be governed by and shall be construed AND enforced in
acordance with laws of the Kingdom of Sweden, without giving effect to the
conflict of laws provisions thereunder.
ARTICLE 36. ARBITRATION
36.1 The arbitral shall be composed of a sole arbitrator. The place of
Arbitration shall be Stockholm, Sweden.
36.2 The language to be used in arbitral proceedings shall be English.
36.3. The award of the arbitrator shall be the sole and exclusive remedy between
the Parties regarding any claims and counter-claims presented to the arbitrator.
The Parties undertake to fully and punctually abide by the award rendered by the
arbitrator. Failing such voluntary compliance, judgement upon the award or any
other appropriate procedures may be entered or sought in any court having
jurisdiction thereof to segue enforcement of said award.
The Parties have caused this Agreement to be executed in three (3) copies, each
of which shall be considered an original.
Date Date
CHRONIMED INC. Arta Plast AB
By /s/ By /s/
------------------------------ ---------------------------------
Its Vice President Its General Manager
Appendix 1 - Chronimed Inc/Haemofix Medical Products Agreement
Haemofix Blood Lancet. FDA reg no. A-739954
Appendix 2 - Chronimed Inc./Haemofix Medical Products AB Agreement
The contract term is divided into four separate twelve month periods. Each
twelve month period is referred to as a Year Period. The first Year period
begins ninety (90) days after receiving of the first shipment and ends twelve
months later on the same month and day. Each following Year Period begins and
ends on that same month and day as the first Year Period.
Minimum quantity per Year Period is defined as the number of Haemofix Blood
Lancets units which must be ordered by the Distributor by the end of each Year
Period. The Minimum Quantity for each Year Period is regarded as separate from
other Year Periods. The Minimum Quantity sold for each Year Period must be met
within the time frame of each separate Year Period.
Year one, Minimum Quantity = 10 000 000 Haemofix Blood Lancets units.
Year two, Minimum Quantity = 20 000 000 Haemofix Blood Lancets units.
Year three, Minimum Quantity = 25 000 000 Haemofix Blood Lancets units.
Year four, Minimum Quantity = 30 000 000 Haemofix Blood Lancets units.
Appendix 3 - Chronimed Inc./Haemofix Medical Products AB Agreement
Distributor purchase prices for the Haemofix: Blood Lancet are determined by the
quantity of each blanket purchase order of the product delivery within a Year
Period.
- 10 000 000 units USD 0.06
10 000 000 - 15 000 000 units USD 0.057
15 000 000 - 20 000 000 units USD 0.055
20 000 000 - USD 0.0535
The above price is with an exchange rate of USD 1.-/SFK 8.-
