EXHIBIT
10.22A
INTERNATIONAL SALES AND SERVICE
AGREEMENT ("AGREEMENT")
Agreement effective this 22nd day of May, 2005, by and between
Bionuclear located at Av. Tiradentes No. 74, Ensanche La Fe, Santo
Domingo, Republica Dominicana with its affiliates and subsidiaries
(the "Distributor") and Diasys Corporation of 81 West Main Street,
Waterbury, Connecticut, USA ("DiaSys").
SECTION 1 - BUSINESS FRAMEWORK
1.1
Products: This
Agreement pertains to workstation instruments ("Workstations"),
their replacement parts and accessories ("Spares"), consumable
products ("Consumables") and ELISA tests, rapid point-of-care tests
and electrophoresis products marketed by DiaSys all as further
described at the attached Schedule A (collectively,
"Products").
1.2 Business
Purpose: The Distributor hereby agrees to actively promote
Product in Dominican Republic and Haiti ("Territory") or as such
Territory is mutually defined. Promotion, by way of example only,
means that the Distributor will: (a) direct its sales personnel and
agents to actively recommend use of the Products to their current
and prospective customers; (b) periodically present Products in the
Distributor's news bulletins and releases where appropriate; (c)
exhibit Products at appropriate trade shows within the Territory;
(d) include Products in the Distributor's clinical instrumentation
and/or diagnostic testing and electrophoresis advertising; (e)
actively, frequently and consistently market, advertise, and
demonstrate Products to potential customers in the Territory; (f)
import Products in reasonable quantity to meet the needs of and
support its active and potential customers in the Territory; (g)
install Products and train customers in their proper use and
maintenance; and, (h) Service Products as and when required.
1.3 Exclusive
Appointment: DiaSys hereby appoints the Distributor its
exclusive sales and Service agent in the Territory in
furtherance of the Business Purpose.
1.4 Business
Relationship: The relationship between DiaSys and the
Distributor created by this Agreement is that of vendor-vendee
exclusively. Neither Party shall have authority, expressed or
implied, to assume or create any obligation on behalf of the other
and neither shall have authority to represent the other in a
capacity other than that expressly provided herein.
1.5 Certifications:
At no cost to the Distributor, DiaSys shall apply for
certifications and/or government approvals reasonably necessary to
import and sell Products in the Territory. At no cost to DiaSys,
the Distributor shall assist DiaSys in identifying and obtaining
necessary applications, providing translations where necessary,
filing the application and monitoring the certification or approval
process.
1.6 Term: This
Agreement shall expire on December 31, 2006 unless extended
upon the written agreement of the parties or terminated by either
party due to an unresolved breach by the other. The provisions of
Section 5.1 (Confidential Information) shall survive the
termination of this Agreement for any reason.
SECTION 2 - TRAINING AND TECHNICAL SUPPORT
2.1 Initial Order and
Training: The Distributor shall provide DiaSys with an initial
order of at least Fiftheen Thousand US DOLLARS (US$
15,000.00) of Workstations and Consumables diagnostic tests and
ELISA tests in any combination ("Initial Order") for immediate
Delivery. Upon receipt of the Initial Order, DiaSys and the
Distributor shall schedule a Sales and Service seminar at any of
the Distributor's facilities within the Territory for all
products.
2.2 On-Going
Training: On-going training will be conducted by DiaSys
generally at no additional cost to the Distributor so long as
DiaSys can reasonably accommodate the place of training and
frequency of requests in DiaSys' travel plans. Each party shall be
responsible for the travel and entertainment expenses of its
respective employees.
2.3 Technical
Support: At no additional cost to the Distributor, DiaSys shall
provide the Distributor with unlimited technical support by
telephone, telefax and/or E-mail during DiaSys normal working
hours.
2.4 Marketing And
Technical Bulletins: DiaSys shall, at no charge, provide the
Distributor with technical, advisory and marketing materials
developed for Products in quantities and at times reasonably
requested.
2.5 English
Language: All training courses, technical assistance and
reading materials shall be in the English language, supported by
interpretations and translations provided by the Distributor.
SECTION 3 - PRICE, ORDERS, DELIVERY, INVOICING, PAYMENT
3.1 Price: The
purchase price for Products is set forth at the attached Schedule
A. All prices are quoted in United States Dollars and do not
include costs of Service, applicable insurance costs,
transportation charges, excise taxes, value-added taxes, sales or
use taxes, and charges for shipment, rigging, drayage, and other
applicable delivery charges or taxes.
3.2 Purchase Orders
and Acceptance: All orders shall be in writing and shall set
forth Products type, price, quantity, requested date of Delivery,
specific carrier and other such order-related terms ("Order").
DiaSys shall accept or reject each Order in writing within five (5)
business days following receipt. DiaSys' failure to reject an order
shall constitute acceptance. No term or condition of any Order or
acceptance, which ad
