EXHIBIT 6.5
World Diagnostics, Inc.
00000 XX 00 XXXXXX XXXXX 000 XXXXX XXXXX XX 00000
TELEPHONE NUMBER: (000) 000-0000 FAX NUMBER: (000) 000-0000
LETTER OF AGREEMENT
This agreement is made as of he 4th day of February, 1999 by and between Garo
Lab (Representative) and World Diagnostics. Inc. Company.
1. APPOINTMENT: Subject to the terms set forth in this agreement, World
Diagnostics, Inc. appoints Garo Lab as it's exclusive Representative
/Agent/Distributor/Wholesaler for its products. The representatie shall
have the right to market, promote and sell World Diagnostics, Inc. products
in the territories hereinafter defined as independent contractor for World
Diagnostics, Inc.
2. AREAS OF DISTRIBUTION: Hungary
3 DUTIES OF REPRESENTATIVE: Shall make best efforts in market, promote,
distribute, sell demonstrate proper use of products, supply appropriate
customer support at customers place of business, comply with all local or
regional laws, rules and regulations of each country, maintain best efforts
of ongoing contact with all customers for the purpose of communicating
products and marketing information, maintain goodwill of World Diagnostics,
Inc. and shall conduct business in consistent manner with policies and
indemnify World Diagnostics, Inc. to any misrepresentations, obligations or
liabilities for its officers, directors, shareholders or employees.
4. MARKETING PROMOTIONS AND SAMPLING PROGRAMS. Programs will be mutually
defined between World Diagnostics, Inc. (WDI) and Garo Lab on an annual
basis. WDI commits to work in support with Garo Lab in the areas of
sampling. Trade shows, Symposiums and cooperative advertising. It is agreed
that WDI will assist and promote Garo Lab sales by contributing up to 50%
of an annual budget (WDI's share not to exceed $2,500.00 US) which would
constitute WDI's commitment to marketing through Symposiums. Garo Lab
agrees to provide plans and agendas 90 days in advance of commencement. WDI
reserves the right to review and be informed of all programs before WDI
accepts it's cost share of any program. Further, WDI agrees to provide
samples at a 50% rate at the highest distributor price level, up to $150.00
for any individual product in year one. That the total commitment of sample
credits will not exceed $2,500.00 US in the first year. In order for WDI to
assess the effectiveness of any sampling program, WDI requests quarterly
fol1ow up reports from Garo Lab. in a spread sheet format indicating
accounts sampled, forcast sales, response of client and current disposition
of prospective sale. All information provided remains the property of Garo
Lab and WDI represents that should the relationship between WDI and Garo
Lab end, WDI will not solicit any business directly from these clients for
a period of one year.
5. PRICING/PAYMENT OF TERMS: The price of products shall be set as per World
Diagnostics, Inc. In Appendix A, to be completed and agreed upon by July
31, 1999 upon product and volume list provided by Garo Lab. Prices are
subject to change within thirty days written notice to the representative.
The representative will xxxx customers directly and be invoiced directly by
World Diagnostics, Inc. and the reprresentative will deliver directly to
customer. Terms to Gara Lab will be 30 days net paid by either Letter of
Credit or directly wire transfer of Funds to World Diagnostics, Inc. bank
account. All products shipped directly to Garo Lab shall be F.O.B. World
Diagnostics, Inc., Miami Lakes, Florida.
6. DEFECTIVE PRODUCTS/RETURNS. If any products are damaged, adultered or
misbranded the representative sha11 promptly notify World Diagnostics, Inc.
within fifteen (15) on receipt of material and these shall be replaced at
no charge subject to World Diagnostics, Inc.'s verification. World
World Diagnostics, Inc.
00000 XX 00 XXXXXX XXXXX 000 XXXXX XXXXX XX 00000
TELEPHONE NUMBER: (000) 000-0000 FAX NUMBER: (000) 000-0000
Diagnostics, Inc. warrants that all products are safe and effective as
describe by product literature or other product information provided by
World Diagnostics, Inc. If the representative fails to notify World
Diagnostics, Inc. of damaged goods within 15 days, then products will have
been deemed acceptable by the representative.
7 CONFIDENTIAL INFORMATION: World Diagnostics, Inc. reserves the right to
terminate this agreement should the representative be in violation of the
disclosure of any confidential information which World Diagnostics, Inc.
wishes to be kept confidential or determines the dissemination of such
information to be injurious to their success ant profitability as a
Corporation.
8. COVENANTS NOT TO COMPETE: The representative shall not while maintaining an
agreement to sell, manufacture or distribute any products substantially
equivalent to any products currenctly available as of this agreement which
World Diagnostics, Inc. has been manufacturing and distributing with Garo
Lab.
9 TERM/TERMINATION: The terms of this agreement shall continue for one (1)
year from the date of its signing Either party reserves the right to
terminate this agreement at the end of one (1) year terms. All records of
the representative relating to customers actively involved in purchasing
World Diagnostics, Inc. products as well as all records, literature,
supplies and samples are to be provided to World Diagnostics, Inc., Inc.
Should this agreement be terminated.
10. INDEMNIFICATION: Garo Lab will hold World Diagnostics, Inc. harmless from
and against any and al1 liabilities or claims incurred by themselves in
their operations as a representative for World Diagnostics, Inc.'s Products
World Diagnostics, Inc. shall likewise indemnify and hold harmless the
representative should any claims, liabilities or judgments arise fron their
own manufacturing, marketing or other liabilities arising from their
ongoing operations.
11. MAINTENANCE OF INVENTORY: Representative shall maintain sufficient
inventory to satisfy customer demand on a qqarterly basis. Inventory
volumes to be stipulated in Appendix A. Appendix A can be suitable amended
if required for some reasons, if both parties agree mutually.
12. COMMUNICATION: All communicaations shall be in writing and shall be
considered delivered if posted by US mail return receipt requested as
follows or is sent by facsimile.
IF TO DISTRIBUTOR: Garo Lab
1222 Budapest
Xxxx u. 50
IF TO WORLD DIAGNOSTICS, INC.: World Diagnostics, Inc.
00000 XX 00xx Xxxxxx
Xxxxx 000
Xxxxx Xxxxx, XX 00000
Attention: Xxx Xxxxxx
By: By: /s/ Xxx Xxxxxx
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Xxxxx Xxxxxxx Xxx Xxxxxx
President President, CEO
Garo Lab World Diagnostics, Inc.
[GRAPHIC OMITTED]
World Diagnostics, Inc.
00000 XX 00 XXXXXX XXXXX 000 XXXXX XXXXX XX 00000
TELEPHONE NUMBER: (000) 000-0000 FAX NUMBER: (000) 000-0000
APPENDIX A
MINIMUM QUANTITY SALES VOLUMES
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First Year $20,000.00 US
Second Year $200,000.00 US
Third Year $200,000.00 US
Fourth Year and successive years therefore $200,000.00 US
MINIMUM INVENTORY QUANTITIES
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TO BE DETERMINED BY JULY 31, 1999.
ORDERING
PRODUCT QUANTITIES PRICE
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See Attached Appendix Supplement
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Terms: 30 days net. Letter of Credit or Wire Transfer
Delivery: 3 weeks from order confirmation on standard products
Freight: F.O.B. Miami, Florida, USA
/s/ Xxxx Xxxxxx
President and CEO
World Diagnostics, Inc.
Above signature is acknowledged, subscribed and sworn to before me on
February 1, 1999.
/s/ Xxxxxxx Xxxxx Xxxxxxxx Notary Public, County of XXXX,
Xxxxxxx Xxxxx Xxxxxxxx State of FLORIDA.
My commissino expires: May 10th, 2002.
[SEAL]
XXXXXXX X. XXXXXXXX
XXXXXXXXXX # XX 000000
EXPIRES MAY 10, 2002
BONDED THRU
ATLANTIC BONDING CO., INC.
