EXHIBIT 10.1
Supply Agreement
(1) MedTrade Products
Ltd
(2) Carrington
Laboratories Inc
Dated: June 1st,
2005
<PAGE>
This Agreement is made the 1st day
June 2005
Between:
(1) MedTrade Products Limited
(company number:
3839609) whose
registered
office is
at Electra House, Crewe Business Park, Crewe, Cheshire,
CW1
6GL
('MTP').
(2) Carrington Laboratories, Inc.
whose registered office is at 2001 Walnut
Hill Lane,
Irving, Texas, TX 75038, USA. ('CLI').
Background:
The parties wish to enter this
Agreement, on the terms and conditions below,
for the supply by MTP of Products to CLI for distribution solely to the
companies given in Schedule 2.
MTP designs, develops, manufactures and supplies professional and
retail
woundcare, footcare and skin care
products.
CLI designs, develops,
manufactures and supplies professional and retail
woundcare, footcare and skin care
products.
It is agreed as follows:
1. Definitions and
interpretation
1.1 In this Agreement, unless the
context otherwise requires, the following
words have
the following meanings:
"this
Agreement"
This Agreement (including any schedule or
annex to it and any document in agreed
form relating hereto);
"Commencement Date"
1st June 2005
"Agreement
Period"
The period of one year from the
Commencement Date.
"Product(s)"
The Products detailed in Schedule 3,
which are or are to be, sold under a
branding or brand name, which is owned,
operated, or marketed by the companies
given in Schedule 2.
"Technical
The respective proprietary information of
Information"
each party hereto embodied in the design
of the Products and or packaging, and,
in general, all confidential information,
specifications, design data, know-how,
experience, and all other technical
information relating to Products.
"Customers" or "Potential A company in Schedule
2, or any of its
Customers'
Subsidiaries
"Supplier"
or "Potential Any person, firm
or company who is a
Supplier"
sub-contractor to MTP for the manufacture
of this Product.
"Subsidiary"
In relation to a company any other
company in the world of which the first
mentioned company owns (either directly
or indirectly) more than fifty percent
(50%) of the voting stock thereof or
controls the composition of a majority
of its Board of Directors.
1.2 In this Agreement, unless the
context otherwise requires:
(a) words in the
singular include the plural and vice versa and
words in one gender include any other gender; and
(b) headings are for
convenience only and shall not affect the
interpretation of this Agreement.
2. Sale, Supply and Delivery of
the Products.
2.1 MTP agrees to provide CLI the
Products in consideration of the purchase
price,
described in Section 7.1, to be paid by CLI, and in
accordance
with the
specifications for the
Products set forth in
Schedule 3, in
accordance
with Section 7.1.
3.2 MTP shall supply the Products to CLI on the following terms of
delivery:
(a) Delivery of the
Products shall be made CIF USA port of entry,
UK side of customs, unless the parties otherwise agree in
writing
(b) MTP shall deliver
the Products by the mutually-agreed upon
delivery dates agreed at time of creation of purchase order
(the "Delivery Dates").
(c) Where part
shipments are agreed by both parties, they
shall be treated as separate deliveries and therefore separate
sales. MTP shall
invoice for such deliveries separately.
4. Documentation
MTP
shall deliver with the Products such technical or quality
documentation as the parties may agree prior to the relevant Delivery
Date.
5. Risk and Property in the
Products
5.1 Title and risk of damage to, or loss of, the Products shall pass
to
CLI upon
delivery to USA port of entry, UK side of customs.
5.2 When (i) payment for the Products is overdue and undisputed by CLI,
(ii)
CLI suffers distress, (iii) CLI makes an arrangement or
composition with creditors (iv) CLI enters into liquidation
(otherwise
than for
the purpose of amalgamation or reconstruction where the
corporate
body, as amalgamated
or reconstructed
accepts in full
the
CLI's
liability to pay
for the goods), or (v) CLI has a receiver
appointed
for the whole or a substantial part of its business then:
(a)
If CLI remains in
possession of the goods, whether of not CLI
has sold them, MTP shall, to the extent permitted by applicable
law, be entitled to recover the goods from CLI; or
(b)
If CLI has parted with
possession of the goods by way of sale,
whether or not the goods have been mixed with or incorporated
into other good, CLI, shall, to the extent permitted by
applicable
law, hold for MTP so much of the proceeds of the sale of the
goods
as represents CLI's liability to the MTP in respect of them.
6. Supply of the Products
6.1 MTP shall supply the Products to CLI, in response to orders received
and
accepted by MTP on the
Standard Terms and Conditions of Supply as
stipulated
in Schedule 1,
written quotations
or on any other terms
which are
agreed by both parties in writing.
6.2 In the event of any inconsistency
or conflict between the provisions of
this
Agreement and the
Terms and Conditions of Supply referred to
above, the
provisions of this Agreement shall prevail.
6.3 All claims for errors, omissions, damage,
pilferage or shortage
shall
be
notified in writing by CLI to MTP within 60 days after
receipt of
the
goods.
7. Price and Payment
7.1 The prices and terms for payment for Products shall be agreed in
writing
between the parties on a product by product basis.
7.2 MTP undertakes that while this
Agreement is in force, CLI shall receive
prices and
other terms of purchase for the Products to be sold in
the
US that
are no less favorable than those offered to any other US
customer
of MTP. Pricing for Products to
be sold in other
countries
will be
agreed upon in writing.
7.3 All invoices sent and payments
made shall be in USA Dollars.
7.4 MTP shall be entitled to withhold
delivery of the
Products under
this
Agreement
at any time if payments are due from, and undisputed by,
CLI
hereunder
and have not been paid in accordance with Clause 7.1 hereof.
7.5 CLI shall be entitled to withhold payment of
the Products under
this
agreement
at any time if the
Products do not mee
