Exhibit 10.9.1
DISTRIBUTORSHIP AGREEMENT
ADDENDUM
This Distributorship Agreement
Addendum (“Addendum”) is made and entered into
effective the day of
, 2003 (“Effective Date”), between TVI Corporation, a
corporation having a principal place of business et 1100 Holladay
Drive, Suite 300, Glenn Dale, MI) 20769 (“SUPPLIER”)
and Fisher Scientific Company L.L.C., a limited liability company
having a principal place of business at 2000 Park Lane, Pittsburgh,
PA 15275 (“DISTRIBUTOR”).
1. DISTRIBUTOR
AGREEMENT
1.1 The parties agree that this
Addendum hereby modifies the Distributorship Agreement between
SUPPLIER and DISTRIBUTOR dated April 3, 2002, and signed by
Karl Shaw on May 1, 2002 (“Agreement”). Notwithstanding
the foregoing, any and all terms and conditions in the Agreement
not modified by this Addendum shall remain in full force and
effect. Any defined terms in this Addendum that are not defined
herein, shall have the same messing as set forth in the
Agreement.
1.2 Section 2 of the Agreement
shall be deleted in its entirety and replaced with the following
language:
2. Prices. The prices payable for
the Products shall be the then-current manufacturer’s
suggested retail price for such Products (“Minimum
Prices”), subject to the discounts set forth in Sections 3.5
and 3.6, below. All Minimum Prices are subject to increase from
time to time by SUPPLIER, provided that no change in Minimum Prices
shall be effective with respect to any Orders already accepted by
DISTRIBUTOR or SUPPLIER. In addition to the Minimum Prices,
DISTRIBUTOR shall also collect any sales, use, value added or other
taxes for governmental charges attributable to the sale and
distribution of the Products. Prices are FOB Glen Dale, MD and
DISTRIBUTOR shall pay all shipping and insurance related costs. In
no case shall the Minimum Prices, net of discounts, charged
Distributor for Products sold by and through Distributor exceed
those prices for the same Products, net of discounts, charged to
the other distributors set forth in Section 3.3,
below.
2. PRODUCT AND MARKETS AND
CUSTOMER TYPE (MARKET)
2.1 Products : The Products
covered by this Agreement are those products identified in Appendix
A—COMMERCIAL PRODUCTS hereto, manufactured by or on behalf of
SUPPLIER any improved or updated versions thereof, including
accessories designed for such products, and any new products
subsequently introduced by SUPPLIER for sale to the MARKET AND
CUSTOMER TYPES (as such term is defined below).
2.2 MARKET AND CUSTOMER TYPES
. This Agreement covers all domestic markets supporting homeland
security (primarily decontamination) including first responders,
public safety, and hospitals, law enforcement, military, and
federal agencies.
2.3 Similar or Related
Products : Any goods similar or related to the Products, and
sold to the MARKET AND CUSTOMER TYPES, that may be developed by
SUPPLIER during the term of this Agreement must offered by SUPPLIER
to DISTRIBUTOR, and DISTRIBUTOR must offer and represent the same
to its customer base on the same terms as set forth
herein.
3. GRANT OF RIGHTS
3.1 SUPPLIER hereby appoints
DISTRIBUTOR and DISTRIBUTOR accepts the appointment as
SUPPLIER’s “Exclusive” Distributor of the
Products in the United Stares (the “Territory”) for the
MARKET AND CUSTOMER TYPES, during the term of this Agreement and
pursuant to the provisions of this Agreement. The Term of this
Agreement will be for three (3) years from the Effective Date
of this Addendum, and it will renew annually thereafter unless
either party provides written termination notification to the other
party, at least thirty (30) days prior to the expiration of
the Term, of its intention not to renew. SUPPLIER AND DISTRIBUTOR
shall retain the right to market and sell the Products directly to
the [OMITTED]*.
3.2 EXISTING DISTRIBUTION FOR
MARKET AND CUSTOMER TYPES : Except for those sales
relationships and distribution agreements with the third parties
set forth in Section 3.3 below, SUPPLIER agrees to terminate,
or transfer to DISTRIBUTOR, its other existing distribution
agreements for the MARKET AND CUSTOMER TYPES. DISTRIBUTOR shall
provide adequate coverage of the Territory. In the event that
DISTRIBUTOR does not provide adequate coverage within the Territory
and fails to cure such deficiency alleged by SUPPLIER within sixty
(60) days of receiving notice from SUPPLIER, SUPPLIER may
quote orders directly to customers in the Territory pursuant to the
terms and conditions set forth in Section 3.5
below.
3.3 Except with respect to the terms
of Section 3.1 and 3.2 above, SUPPLIER shall retain no right
to sell, and distribute the Products directly to end user
customers. SUPPLIER shall be permitted to maintain the following
distribution and sales relationships and agreements with the
following third parties:
3.4 The mini
