Exhibit 10.3
*** Indicates omitted material
that is the subject of a confidential treatment request filed
separately with the Commission.
INITIAL COMMERCIAL
SUPPLY & MANUFACTURING AGREEMENT
29 March 2006
This Initial Commercial Supply
& Manufacturing Agreement (hereinafter, the “
Agreement” ) is agreed and entered into by and between
MANNATECH ™
INCORPORATED
(hereinafter, the “
Mannatech ”) a U.S.A. corporation with its principal
office located 600 S. Royal Lane, Suite 200, Coppell, Texas 75109
and FINE CHEMETICS INC., (hereinafter, the
“FCI”), a Japanese corporation with its
principal office located 3-7-1 Higashi-Ikebukuro, Toshima-ku, Tokyo
as follows;
1. SUBJECT MATTERS
For the purpose of this Agreement,
both Parties have already agreed and executed as
follows;
|
1-1.
|
Mannatech
decided to purchase from FCI and FCI will manufacture and supply to
Japanese Subsidiary of Mannatech the products described in 1.2
(hereinafter, the “Product”).
|
|
1-2.
|
Mannatech has
already completed purchase order to FCI in accordance with the
First Invoice Letter dated 20 December 2005 and the Second
Invoice Letter dated 1 March 2006 (hereinafter, the “
Invoice Letters” ) as follows:
|
(The First
Invoice)
|
|
|
|
|
|
|
|
|
|
|
Price per unit
(JPY)
|
|
Amount (pcs)
|
|
Product Price
(JPY)
|
|
Optimal Face Cleansing Cream
|
|
***
|
|
30,000
|
|
***
|
|
Optimal Skin Lotion
|
|
***
|
|
30,000
|
|
***
|
|
Optima! Skin Serum
|
|
***
|
|
30,000
|
|
***
|
|
Optimal Eye Cream
|
|
***
|
|
30,000
|
|
***
|
|
Optimal Aftershave Milk
|
|
***
|
|
30,000
|
|
***
|
|
Travel Kit Sets
|
|
***
|
|
5,000
|
|
***
|
|
Total
|
|
***
|
|
155,000
|
|
***
|
(The Second
Invoice)
|
|
|
|
|
|
|
|
|
|
|
Price per unit
(JPY)
|
|
Amount (pcs)
|
|
Product Price
(JPY)
|
|
Optimal Cleansing Oil (150ml)
|
|
***
|
|
30,000
|
|
***
|
|
Optimal Skin Cream (40g)
|
|
***
|
|
30,000
|
|
***
|
|
Travel Kit Sets (additional)
|
|
***
|
|
15,000
|
|
***
|
|
Total
|
|
***
|
1-2-1. Consumption Taxes (5% of
Sales Price) in accordance with Japanese Tax Regulation are
1
not included in Product
price set forth in 1-2.
1-2-2. Product price is based upon
F.O.B. price.
|
1-4.
|
Mannatech has
already paid to FCI the part of the Payment Amount which is
respectively deducted transmission expenses by means of bank
transmission into FCI’s designated bank account as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment
Amount (JPY)
|
|
|
Transmission
Expenses (JPY)
|
|
Wired Amount
(JPY)
|
|
|
Remarks
|
|
12 January 2006
|
|
*
|
**
|
|
25,400
|
|
*
|
**
|
|
50% of the
First Invoice
|
|
22 March 2006
|
|
*
|
**
|
|
24,948
|
|
*
|
**
|
|
100% of the
Second Invoice
|
|
Total
|
|
*
|
**
|
|
50,348
|
|
*
|
**
|
|
|
|
1-5.
|
FCI has
completely submitted to Mannatech the samples of Products, Product
designs, and Product packages (collectively, the
“Samples” ) and Mannatech has already made FCI
full approval regarding the Samples.
|
2. PRODUCT SUPPLY
|
2-1.
|
FCI shall
supply Mannatech the whole amount of Product described in the
Invoice Letters within 28 April 2006 (hereinafter, the
“the First Supply Date” ) and 31 May 2006
(hereinafter, “the Second Supply Date”
)
|
|
2-2.
|
In case that
either Party wish to change Supply Date, the written notice to
change Supply Date shall be sent to the othe
|
|
