Piranha Plastics LLC. PURCHASE AGREEMENT #20021

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EXHIBIT 10.20

Piranha Plastics LLC.
PURCHASE AGREEMENT #20021

        WHEREAS, this Purchase Agreement ("Agreement"), entered into this 6^th day of March 2002, by and between ("Seller" or "Party"), located at 0000 Xxxxxx Xx. Xxxxx Xxxxx, XX 00000, and Healthetech Inc., acting by and on behalf of itself and its participating affiliated companies (collectively, "Buyer" or "Party"), located at 000, Xxxx Xxxxx Xxxxx Xxxxxx, XX 00000, represents the full and complete contractual relationship between Seller and Buyer (collectively, "Parties"), pursuant to which Buyer has induced Seller to enter into the terms set forth herein.

        NOW THEREFORE, the parties desire to enter into this Agreement, subject to the terms and conditions set forth herein, and intending to be legally bound, do hereby agree as follows:

1.

INITIATION, TERMINATION, AND EXTENSIONS

        1.1  This Agreement shall be in effect from March 6, 2002, ("Anniversary Date") through February 28, 2003, ("Termination Date"), unless terminated prior to the end of this term in accordance with the provisions hereof or by mutual agreement of the Parties.

        1.2  Thereafter, this Agreement shall renew automatically on each anniversary date for a one (1) year period, unless either party provides the other prior written notice of its intent not to renew this Agreement, at least 90 days in advance of the Anniversary Date.

        1.3  Any and all rights or obligations of each Party arising prior to the expiration or termination of this Agreement shall continue to be in force, requiring performance of that right or obligation notwithstanding the expiration or termination of this Agreement. Including, but not limited to, if this Agreement is terminated or expires, and there is no replacement agreement between the parties, Buyer shall purchase from Seller, at the price(s) set forth in this Agreement, any or all units of products and the services identified in Attachment A, attached hereto, and any and all mutually agreed additions thereto (collectively, "Products and Services"), ordered by Buyer and Manufactured by Seller.

2.

SCOPE

        2.1  This Agreement shall apply to all purchases by Buyer from Seller of Products and Services, identified in Attachment 'A', attached hereto. From time to time, parties may mutually agree to establish purchase arrangements for additional Products and Services and/or other Buyer locations ("Additional Products and Services"), and pricing for such Additional Products and Services shall be established pursuant to Article 3.

        2.2  Seller may designate an individual(s), as its Account Representative(s) to Buyer. Generally, the Account Representative(s) may facilitate Seller Inventory compatibility with Buyer requirements, assure the implementation of systems interface, organize service to Buyer, and serve as a focal point for coordination of Buyer needs as they may arise.

3.

PRICING

        3.1  The prices for the Products and Services shall remain, as listed in Attachment 'A', per quotation letter dated 2/28/02 from Piranha to Healthetech for the first term of this Agreement. The Parties may mutually agree in writing upon the prices for Products and Services relative to any extensions or modification of this Agreement, at the time of the extension or modification, and the prices for any Additional Products and Services, at the time they are added.

4.

SHIPPING, PACKAGING, AND DELIVERY

        4.1  Title and Risk of Loss, shall pass from Seller to Buyer upon shipment from sellers dock.

        4.2  Unless otherwise agreed to, transportation charges shall be billed to the Buyer and shall ultimately be borne by Buyer. Buyer shall specify the carrier(s) to be used for each shipment and the nature of desired delivery (ground, air etc.)

        4.3  Seller will label shipment containers in accordance with Buyer shipping label instructions. Seller may submit example labels for Buyer's approval within 60 days of the commencement of this Agreement, and Parties may agree mutually thereto including any modifications thereof. Seller may designate an individual, other than the account representative(s), responsible for matters concerning labels to act as Seller's contact.

        4.4  Seller's shipping documentation may contain the following information: Buyer's P.O. number and P.O. line item, Buyer's part number, quantity shipped, the Ship to address, mode of shipment.

        4.5  Buyer will provide to seller within 5 business days of the beginning of each calendar month, a written (1) binding 30 day purchase forecast; (2) a non-binding rolling 90 day requirement forecast; and (3) a non-binding 12 month requirements forecast. Seller shall utilize these forecasts to schedule production resources in order to facilitate the order delivery cycle identified in section 4.6 below.

        4.6  On a best efforts basis, Seller agrees to a normal order-to-delivery cycle time of not more than 5 business days from the order date to the delivery date. The order date is defined as the date the order is received by Seller, and delivery date is defined as the date the order material is shipped via carrier from seller's dock.

        4.7  Standard packaging and labeling materials are included in the pricing provided in attachment 'A' hereto. Buyer shall bear the expense for all packaging material, including but not limited to additional packaging materials and/or improved packaging designs that may required to assure, determined in Seller's sole discretion, that the Products are delivered without damage to Buyer's final destination and in accordance with any special instructions defined by buyer.

        4.8  Seller shall invoice on a bi-weekly basis all non-standard packaging costs associated with shipment of Buyer's purchases. Seller shall itemize on each applicable invoice to Buyer any additional or improved packaging expenses set forth in section 4.7 above for each shipment executed by Seller.

        4.9  Buyer will provide Seller with written Information regarding adequate packaging specifications and minimum and maximum pallet dimensions for standard packaging. Packaging specifications shall be suitable to the withstand shipment method to its final destination. Seller may submit to Buyer data to evaluate the packaging processes and materials for approval prior to the first shipment.

5.

PURCHASE MINIMUMS, STORAGE & INVENTORY

        5.1  Upon Buyer's written request provided in reasonable advance, Seller may store Products at Buyer's request for up to 5 business days.

        5.2  Seller's storage allocation of Buyer's Products shall not exceed 300 square feet of storage space.

        5.3  Buyer will provide a delivery schedule monthly showing fixed 30 day requirements, planned 60 day requirements, forecast 90 day requirements. Buyer will also issue a rolling 12 month forecast on or about the 15th day of the month.

        5.4  Minimum monthly orders will be 25,500 pieces of product (disposable mouthpieces) specified in attachment 'A'.

        5.5  Buyer will agree to take all responsibility for storage of product ordered by Buyer but not yet shipped by Seller at the end of the agreement period.

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6.

INVOICE, PAYMENT TERMS, TAXES

        6.1  The payment term for orders under this Agreement shall be NET 15 days. Unless otherwise mutually agreed, prices and payment shall be in United States Dollars ("USD"). These terms apply to all payments, without exception, by Buyer to Seller.

        6.2  Seller shall be responsible for its own tax obligations. All prices are exclusive of federal, state and local excise, sales, use, property and similar taxes which, when applicable, will be authorized on ordering location's purchase order and will appear as separate items on Seller's invoice.

        6.3  Buyer may provide (1) terminal for access to the Buyers Enterprise resource planning system, to print packing lists and allow Seller to receive Sales orders. Buyer may provide instructions to Seller on use of the system. Any terminals or other provided by Buyer shall remain property of Buyer and shall be returned to Buyer promptly at Buyers request.

        6.4  Seller shall invoice Buyer every 2 weeks for the shipping of products on attachment 'A'.

        6.5  Seller and Buyer may review these charges every three (3) months and upon mutual agreement in writing shall adjust such charges if deemed appropriate by the Parties.

7.

NOTICES

        Notices, reports, and other communications made with respect to this Agreement shall be given in writing, addressed to the Parties at the following addresses or such other addresses as may be designated in writing by either Party to the other. All notices required hereunder shall be effective when 1) received by hand delivery, mail with proper postage prepaid, or through electronic media, such as email or fax, at the proper notice delivery designation.

BUYER:

Xxxx Xxxxxxxx
Healthetech Inc.
000, Xxxx Xxxxx Xxxxx, Xxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
Email: xxxxxxxxx@xxxxxxxxxxx.xxx

SELLER:

8.

COMPLETE AGREEMENT

        This Agreement, including all attachments and other matters incorporated herein by reference, constitutes the entire agreement between the Parties with respect to this subject matter hereof, and there are merged herein all prior and pre-existing representations and agreements made by and between Buyer and Seller respect to this subject matter hereof.

        Matters not addressed in this Agreement, as they arise from time to time, shall be addressed through the reasonable normal commercial efforts of Parties.

9.

AMENDMENTS AND WAIVERS

        Upon mutual agreement by Parties, the provisions of this Agreement shall not be changed, waived, extended, discharged or terminated orally, but only by an instrument in writing, signed by the party against whom the enforcement of such action is sought.

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10.

CONFIDENTIALITY

        Neither Party shall make a public announcement or otherwise disclose to a third party the specific terms of this Agreement, without the express written permission of the other Party. However Buyer may inform potential or existing customers that Seller is the provider of certain Products hereunder which are made to Buyer's specifications.

11.

REMEDIES

        The rights and remedies provided in this Agreement are cumulative, and in addition to any and all rights or remedies provided by applicable law.

12.

APPLICABLE LAW

        This Agreement will be governed by and construed in accordance with the law of the State of California.

13.

SEVERABILITY

        The invalidity, in whole or in part, of any article or paragraph of this Agreement shall not affect the remainder of such article or paragraph or of any other article or paragraph of this Agreement.

14.

ACCEPTANCE

        In witness whereof, the Parties have caused this Agreement to be executed:

BUYER			SELLER
By:	/s/  XXXX XXXXXXXX		By:	/s/  XXXXXXX XXXXXXXXXX
Name:	Xxxx Xxxxxxxx		Name:	Xxxxxxx Xxxxxxxxxx
Title:	Operations Manager		Title:	President
Date:	3/15/02		Date:	3-7-2002

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Piranha Plastics LLC. PURCHASE AGREEMENT #20021