DISTRIBUTOR AGREEMENT
This is an agreement between Shoprider Canada Mobility Products, 0000 Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx, Xxxxxxx Xxxxxxxx, X0X-0X0, hereinafter referred to as DISTRIBUTOR and NYACC Designs Ltd., 720 - 000 Xxxx Xxxxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X-0X0, hereinafter referred to as SUPPLIER.
| 1 | . | EFFECTIVE: November 15, 2000 , SUPPLIER hereby appoints DISTRIBUTOR its stocking distributor in the following territory: all of Canada, United States with the option forthe rest of the World (except the Greater Vancouver area and the area west of Hope (( Bed rails only))). |
HEREINAFTER REFERRED to as "the territory", for the sale of certain products, hereinafter referred to as "products", listed in SCHEDULE A attached hereto and made part hereof, such appointment being made upon the following terms and conditions:
| 2. | DISTRIBUTOR agrees not to sell, manufacture, promote or assist anyone else to sell, manufacture or promote in "the territory" any products which are competitive with the "products" listed in SCHEDULE A, or purchase "products" other than SUPPLIER while this agreement is in effect. | |
| 3. | SUPPLIER agrees to refer to DISTRIBUTOR all orders, inquiries and correspondence related to the sale of "products" in "the territory". | |
| 4. | DISTRIBUTOR agrees to refer to SUPPLIER all orders, inquiries and correspondence relating to "Bed rails" in the greater Vancouver area and the area west of Hope. |
PRICES, TERMS AND CONDITIONS OF SALE
Prices, terms and conditions
of sale for "products" sold by SUPPLIER to DISTRIBUTOR will be in accordance
with SCHEDULE A, which is attached hereto and made part hereof.
SUPPLIER agrees that DISTRIBUTOR shall have the right of first refusal to distribute any future medical products the SUPPLIER develops and that the SUPPLIER cannot offer similar products to compete with the DISTRIBUTOR "products" without prior written consent.
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NON-DISCLOSURE
Either party shall not disclose the contents and
substance of this Agreement to any other person except upon mutually agreed
upon terms by both parties.
PRICE CHANGES
Price for "products" purchased by the DISTRIBUTOR
shall be mutually agreed upon by conducting a market survey from time to time
by both the DISTRIBUTOR and the SUPPLIER. SUPPLIER will endeavour to give DISTRIBUTOR
sixty (60) days written notice prior to the effective date of any price change
for the "products".
DISTRIBUTOR SALES ORGANIZATION
DISTRIBUTOR agrees to use it's best efforts to sell
"products" in "the territory" and to maintain facilities and staff adequate
to assure prompt handling of inquiries, orders and shipments in "the territory".
INVENTORY STOCKING
DISTRIBUTOR agrees to purchase and SUPPLIER agrees
to sell to DISTRIBUTOR upon execution of this agreement "products" at the prices
and terms and conditions of sale listed in SCHEDULE A, in quantities sufficient
to supply the majority of immediate needs of DISTRIBUTOR'S customers in "the
territory", and to maintain stock sufficient to fill customer's orders as marketing
conditions change from time to time.
SUPPLIER SALES ASSISTANCE
SUPPLIER will use it's best efforts to provide the
DISTRIBUTOR with such commercial and technical assistance as may be necessary,
in SUPPLIER opinion to enable DISTRIBUTOR to carry out effectively it's activities
under this Agreement, and in connection herewith, to furnish such sales promotional
material, including specification sheets, sales aids, samples, in reasonable
quantities as SUPPLIER may have available, at no cost to the DISTRIBUTOR except
for freight charges.
SUPPLIER shall endeavour to supply DISTRIBUTOR promptly, information concerning additions, improvements, changes, as well as termination of "products", as they occur from time to time.
WARRANTY
SUPPLIER agrees to extend DISTRIBUTOR a one-year
(12 months) warranty on all the "products". DISTRIBUTOR agrees to supply proper
documentation to support the claim. SUPPLIER agrees to keep an adequate supply
of replacement parts for warranty and replacement.
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NO AGENCY RELATIONSHIP
It is expressly understood and agreed, that the
relationship under this Agreement is solely that of buyer and seller; neither
party is of legal representative or agent of the other, neither party has any
authority to assume or create any obligation on behalf of the other party, expressed
or implied, with respect to "products" or otherwise.
Specifically, without limiting the generality of
the foregoing, DISTRIBUTOR agrees not to make any representations, guarantees,
or warranties on SUPPLIER behalf.
ASSIGNMENT
This Agreement may be assigned with mutual written
consent of both parties. Both parties understanding is that the DISTRIBUTOR
is going public with SUPPLIER having full knowledge and acceptance of this transaction.
LAW
It is expressly agreed that the Laws of Canada and
the Province of British Columbia hereunder, shall govern the validity and construction
of this Agreement and performance.
WAIVER
Either party's failure to enforce at any time any
of the provisions of this Agreement, or any right with respect hereto, or to
exercise any option herein provided, shall in no way be construed to be a waiver
of such provisions, rights or options or in any way affect the validity of this
Agreement.
Either party's exercise of any of its rights hereunder or of any options hereunder the terms or covenants herein shall not preclude or prejudice either party from hereafter exercising the same or any other right it may have under this Agreement, irrespective of any previous action or proceeding taken by either party hereunder.
DURATION AND TERMINATION
The initial term of this Agreement shall be thirty-six
(36) months following the effective date specified in PAGE 1, SECTION 1.
The Agreement shall be renewed without further action of the parties for successive terms of twelve (12) months for each of the regions separately, Canada, United States and the rest of the world provided DISTRIBUTOR'S forecasts SCHEDULE B (for Canada), SCHEDULE C (for United States) SCHEDULE D (rest of the world) if sixty percent (60%) of forecast are met.
Both parties agree that the termination shall not result in a claim for damages, of any kind, including any claim for indemnity by DISTRIBUTOR against SUPPLIER. If sixty percent (60%) of the forecast is not met for each region the SUPPLIER has the option not to xxxx w the agreement for that separate region, but the other regions where the sixty percent (60%) forecasts are being met will not be affected. The forecast for each region will be done on a yearly basis.
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Either party may cancel this Agreement at any time in the event that either party breached any of the terms or conditions of this Agreement, provided that such breach is not corrected by the breaching party within sixty (60) days after the offended party has given the breaching party written notice of such breach; or if there are instituted by or against either party proceedings in bankruptcy or under insolvency laws, or for reorganization, receivership or dissolution, or if either party shall make an assignment for the benefit of creditors.
SUPPLIER may terminate this Agreement upon the occurrence of any of the following: The discontinuance of DISTRIBUTOR'S sales of "products" in "the territory"; failure on the part of the DISTRIBUTOR to pay it's bills promptly (terms are net 30 days).
Upon termination or cancellation of this Agreement, DISTRIBUTOR agrees to discontinue immediately all advertising of or reference to "products" except to the extent that such advertising of or reference to "products" is necessary to dispose of DISTRIBUTOR'S then existing inventory of "products". If termination is by SUPPLIER, DISTRIBUTOR shall return "product" remaining unsold in it's inventory upon the effective date of termination, provided that the "products" are standard, not more than twelve (12) months old, are in satisfactory condition for resale as new. If termination is by DISTRIBUTOR this return privilege shall not apply.
TRANSPORTATION
SUPPLIER shall deliver the "products" to the DISTRIBUTOR'S
warehouse in the Lower mainland and upon such delivery; title and risk of loss
shall pass to the DISTRIBUTOR.
COMPLETE AGREEMENT
This Agreement supersedes and cancels any previous
understanding of agreement between parties relating to the subject matter hereof,
including any existing distribution agreement between the parties involving
"products". It expresses the complete and
final understanding with respect thereto and may not be changed in any way except
by an instrument in writing signed by both parties.
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NOTICES
Any written notices required or permitted to be
sent to a party to this Agreement shall be addressed as follows:
To DISTRIBUTOR:
Shoprider Canada Mobility
0000 Xxxxxxxx Xxxxxx
Xxxxx, XX X0X 0X0
By: /s/ Xxx Xxxxxxxx
Xxx Xxxxxxxxx
By: /s/ Xxxx Xxxx
Xxxx Xxxx
By: /s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Date November 9/00
To SUPPLIER:
NYACC Designs LTD.
#000 - 000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX X0X 0X0
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
Date November 9/00
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SCHEDULE A
The following products will be carried by Shoprider Canada Mobility Products
Part
Number |
Description |
Price |
|
| CNPOI | Scooter Canopy | $100.00 |
|
| NYOI | Bed Assist Solid | $35.00 |
|
| NY03 | Bed Assist 3 piece | $42.50 |
|
| CHO1 | Crutch Holder | $38.00 |
|
| WHO5 | Xxxxxx Holder | $38.00 |
|
| CH02 | Qxygen Holder | $38.00 |
|
| TLOI | Scooter Trailer | $100.00 |
All pricing in Canadian funds
Terms: Net 30 days
F.O.B. Lower mainland warehouse
Prices subject to change (see PRICE CHANGES)6
SCHEDULE B
(CANADA)
The following
forecast is for the period of November 15,
2000 to November 15, 2001
Part
Number |
Description |
Quantity |
| CNPO1 | Scooter Canopy | 1000 per Year |
| NYOI | Bed Assist Solid | 2000 per Year |
| NY03 | Bed Assist 3 piece | 3000 per Year |
| XXXX | Crutch Holder | 500 per Year |
| CH02 | Oxygen Holder | 100 per Year |
| WHO5 | Xxxxxx Holder | 100 per Year |
| TLO1 | Scooter Trailer | 500 per Year |
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SCHEDULE C
(UNITED STATES)
The following
forecast is for the period of January 1, 2001 to
December 30, 2001
Part
Number |
Description |
Quantity |
| CNPOI | Scooter Canopy | 5000 per Year |
| NYOI | Solid Bed Assist | 8000 per Year |
| NY03 | Bed Assist 3 piece | 10,000 per Year |
| XXXX | Crutch Holder | 500 per Year |
| CH02 | Oxygen Holder | 200 per Year |
| W HO I | Xxxxxx Holder | 200 per Year |
| TLOI | Scooter Trailer | 1000 per Year |
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SCHEDULE D
(REST OF THE WORLD)
The following forecast will be completed on or before July 31, 2001
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