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DISTRIBUTION AGREEMENT

Distribution Agreement

DISTRIBUTION AGREEMENT | Document Parties: Saliva Diagnostic Systems, Inc. You are currently viewing:
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Title: DISTRIBUTION AGREEMENT
Governing Law: New York     Date: 3/31/2005
Industry: Medical Equipment and Supplies     Sector: Healthcare

DISTRIBUTION AGREEMENT, Parties: saliva diagnostic systems  inc.
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                             DISTRIBUTION AGREEMENT

 

This Agreement dated as of August 15, 2004 between, Ozonebio (herein called

"Distributor"), and Saliva Diagnostic Systems, Inc., a Delaware corporation,

located at 2294 Nostrand Avenue Brooklyn, New York 11210 and hereinafter

referred to as ("SDS").

 

                                        :

 

1.     APPOINTMENT OF REPRESENTATIVE

 

      Subject to the terms and conditions of this Agreement, SDS hereby grants

      to said Distributor, and Distributor hereby accepts, the exclusive right

      to solicit, sell, market and act as sales agent for certain Products

      produced or sold by SDS which Products are listed in Exhibit I hereto

      (hereinafter referred to as the "Products").

 

2.     NATURE OF APPOINTMENT

 

      The appointment of Distributor as sales agent shall be only for sales to

      the professional markets and governments in the "Exclusive Territory". The

      Exclusive Territory is defined as India

 

3.     SALES, PRICES AND PAYMENTS

 

      a.     SDS agrees to sell to Distributor the Products ordered by

            Distributor at the prices listed in Exhibit I which prices are in

            U.S. dollars. All Purchase Orders must include an irrevocable Letter

            of Credit from a bank acceptable to SDS.

 

      b.     Distributor will be free to set the sales price for the Products

            purchased from SDS.

 

      c.     All payments due to SDS by Distributor resulting from this Agreement

            shall be made by direct wire transfer or letter of credit in

            accordance with SDS' terms.

 

      d.     Payments shall be made in U.S. Dollars

 

      e.     All handling charges, customs, duties, taxes, storage and all other

            charges applicable to the Products after they are delivered to the

            port in India shall be the responsibility of Distributor.

 

4.     DUTIES OF SDS

 

      SDS shall:

 

      a)     not sell the Products in the exclusive Territory, other than through

            Distributor;

 

      b)     not enter into any other contract for sales to the professional

            markets and governments in the "Exclusive Territory" during the term

            of this Agreement;

 

      c)     use its reasonable best efforts basis that the Products ordered by

             Distributor are delivered in accordance with its transportation

            instructions;

<PAGE>

 

      d)     provide Distributor with all the available standard information and

            marketing literature in the English language that are related to the

            Products;

 

      e)     confirm to Distributor, after receipt of advice of payment set forth

            in Section 2, the corresponding delivery schedule for the Products;

 

      f)     Use its reasonable best efforts to ensure that Distributor is

            provided with Products that are in good selling condition and fit

            for the ordinary purposes for which the Product is intended.

 

      g)     In the event that SDS receives any offer, purchase order or request

             for proposal for the sales of the Products within the exclusive

            territory of Distributor, SDS shall refer such offer, purchase order

            or request for proposal to Distributor on a timely basis.

 

      h)     Not divulge any information with respect to Distributor's operations

            except as may be necessary to carry on its activities under this

            Agreement. This obligation shall survive any termination or

            expiration of this Agreement.

 

      i)     SDS shall supply its standard registration package to Distributor

            within 10 days of the execution of this Agreement...

 

5.     DUTIES OF DISTRIBUTOR

 

      Distributor shall, during the term of this Agreement:

 

      a)     in order to assist SDS in its coordination of sales and delivery,

            provide SDS with quarterly forecasts with Distributor's requirements

            for the Products, which forecasts shall not constitute a binding

            purchase order of Distributor;

 

      b)     Provide SDS with reports on a quarterly basis regarding sales

            activity, distribution partners, and other arrangements that

            Distributor is making to promote products.

 

      c)     at Distributor's sole expense, obtain all licenses, permits,

            approvals and other governmental authorizations, and make all

            filings, notifications and registrations (collectively

            "Authorizations and Registrations") with all governmental agencies

            necessary or appropriate for the distribution and sale of Products

            by Distributor and its distributors, and use by Distributor' and its

            distributors' customers, of the Products in the territories;

 

      d)     furnish to SDS, together with any purchase order, clear and complete

            written instructions for the transportation of the Products ordered,

            including the name of the carrier appointed by Distributor whenever

            necessary; the organization of the transportation of any Products

            ordered and any costs related to said transportation, including

            freight and insurance costs, all of which shall be the sole

            responsibility of Distributor;

 

      e)     Undertake all necessary means, measures and efforts and implement

            policies and procedures to ensure that the Products sold to

            Distributor by SDS are not sold for resale or otherwise outside the

            Exclusive Territory by Distributor, its agents, affiliates,

             consultants and/or any other party or entity.

<PAGE>

 

      f)     In order to maintain the exclusive rights granted in this Agreement,

            obtain registration of the Products in India not later than 3 months

            following the date of signing.

 

      g)     In order to maintain the exclusive rights granted in this Agreement,

            meet the Cumulative Minimum Purchases set forth in Exhibit II. In

            the event that Distributor does not meet the Cumulative Minimum

            Purchases set forth in Exhibit II, SDS will be allowed to appoint

            additional distributors in the Exclusive Territory. In such case,

            the right of Distributor to continue as a non-exclusive distributor

            shall be decided by SDS in its sole and exclusive discretion. For

            the purpose of this clause ,an order shall be deemed placed if

            delivery is to occur within 60 days after the order is placed

 

      h)     Allow SDS upon reasonable request and notice to obtain reports of

            sales and purchases of the Products from Distributor as reasonably

            required by SDS to determine Distributor's performance as compared

            with the Cumulative Minimum Purchases for the Exclusive Territory.

 

       i)     Refrain from entering into any contract or other arrangement with

            any other party for the sale or marketing of any products, using a

            rapid point of care technology, that are competitive to Products

            during the term of this Agreement.

 

      j)     Not divulge any information with respect to SDS' operations except

            as may be necessary to carry on its activities under this Agreement.

            This obligation shall survive any termination or expiration of this

            Agreement.

 

6.     SHIPMENT:

 

      SDS shall ensure the expeditious shipment as soon as possible after an

      order is placed by Distributor for the Territory. In the event of any

      delays in shipment Distributor will be notified within forty-eight (48)

      hours by telephone, telefax and/or email, so that Distributor may in turn

      advise its clients in the Territory of the expected delays. SDS agrees to

      replace defect


 
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