distribution agreement

CYTOTECH Instruments Ltd.
H – 1131 Budapest Dolmány u. 18-20.
Hungary Agreement dated as of 11th June 2002 between CYTOTECH Instruments Ltd, acompany organized under the laws of the Republic of Hungary, H-1131 Budapest, Dolmány u. 18-20, Hungary („CYTOTECH”) and [your company], acompany organized under the laws of [your country] , [your address] CYTOTECH and [your company] agree as follows: Effective by the date of undersigning the agreement [your company] isappointed as authorized exclusive distributor of the ACT-24 AutomaticAgglutination System produced by CYTOTECH in Hungary.
The system consists of - 1 pc ACT-24 multipurpose centrifuge- 1 pc ACT-24 power supply- 1 pc CD-ROM containing ACT-24 programs- 3 pc connecting cable- 2000 pcs reaction cuvettes (bent glass tubes, washable)- 5 pcs cuvette rack for 24 cuvettes- 2 pcs reagent bottle holder- 1 pc ACT-24 operation manual [your company] buys and sells the ACT-24 in her own name and on its ownbehalf on the basis of effective promotion in the distribution territory.
In accordance with this agreement [your company] is allowed to sell or toplace the ACT-24 ONLY in the territory of [your country]. The territory maybe extended later due to negotiations of both partners, modification ofterritory has to be fixed in an appendix to this contract.
CYTOTECH will provide [your company] with every basic and updatinginformation concerning the product to enable [your company] to respond toinquiries of customers and government authorities. These informations are:- service and operator’s manual- publications- registrations and licenses- demonstration CD- brochures (in English) CYTOTECH also ensures all software updating to [your company] free ofcharge.
[your company] will obtain all registrations and licenses required to sell theproduct in [your country]. Costs for local registration will be paid by [yourcompany] . CYTOTECH ensures the necessary documents (see point 3!).
[your company] will provide the service for the product by its owntechnicians. A 4-5 days lasting service training has to be organized byCYTOTECH with the following cost share:- accomodation/boarding: CYTOTECH- travelling expenses, daily allowance [your company]- training course in English CYTOTECH- service manual in English CYTOTECHUp to 100 machines [your company] will need 2 trained technicians.
NOTE: The instruments may be installed by trained technicians ONLY! [your company] needs to keep a basic spare parts stock which has to becontinuously filled up when using up spares. If necessary, CYTOTECHensures a consignment stock with a limit of [.price.] due to a specialconsignment contract which could be an appendix to above agreement. A lotof small parts however, will be available in [your country] and can be usedfrom own sources.
CYTOTECH warrants that the product will be conform to the specificationsas stated in CYTOTECH’s promotional releases, will be of merchantablequality, free of defects in design, materials and workmanship and conform tothe CE, EMC regulations. CYTOTECH warrants the product for a period of12 months from the date of installation at the customer, but maximum for 15months after delivery. Warranty claims for defective products will behandled as follows: 7.1. [your company] will repair the defective product , if possible. When the product cannot be repaired by maintenance procedures only, [yourcompany] will exchange the defective spares free of charge from its own stock and CYTOTECH will deliver spare parts for warranty exchange(free of charge, with CIF parity). Each warranty repair has to be certifiedby a warranty protocol undersigned by [your company] service and thecustomer.
7.2. If the problem cannot be solved by the service, CYTOTECH will replace the instrument at its own costs, the defective instrument has to be sentback for warranty exchange. All transactions are paid by CYTOTECH. Itwill be, however, advantageous to keep an exchange instrument on stockin order to ensure continuous operation.
7.3. A lot of service problems can be identified by reading reaction curves. So in the case [your company] service will provide CYTOTECH by internetwith these curves, CYTOTECH will be able to assist during repair.
7.4. During the warranty period CYTOTECH will ensure a bonus of 5% of the price listed in the invoice as lump sum for warranty repairs. Thisbonus will be calculated on the basis of 1 year and credited at the end ofthe year.
7.5. Warranty will not be ensured in the following cases: - when the instrument has not been used, maintained or repaired due to the instructions of the user’s and service manual - when the instrument has been installed or repaired by unauthorized - for damages caused by inadequate power supply- for damages caused by inadequate inland transport- for damages caused by use of illegal software Prices are fixed annually and are valid for a period from 1st January to 31stDecember of each year. CYTOTECH will prepare the next years’ price listup to 15th November of the running year and send it to [distributor] .
CYTOTECH will not control the inland prices of [your company]. Fortenders and special projects [your company] and CYTOTECH will discussthe actual prices in order to meet actual requirements and to be aware ofcompetition. The price list for every year is an appendix of above agreement.
Parity for all prices is „ex works CYTOTECH”. The CIF expenses will beinvoiced separately. All goods, except small parts, will be sent by AIRCARGO. Each shipment contains 3 packlists and 3 invoices for customsclearance. The original invoice will be sent by AIR MAIL, one fax copy willbe sent together with the AWB-data when dispatching the goods.
Generally, CYTOTECH accepts a bank transfer of the invoiced amountwithin 40 days from the date of invoice. When the total amount exceeds[.price.], [your company] has to open an irrevocable L.C.
BALMED is obliged to ensure optimal marketing activities in order to promotethe instrument in the territory and to sell it. These also include brochures in thenational language, exhibitions, scientific events, demonstrations etc. Costs forall activities are to be paid by [your company]. CYTOTECH, however, willsupport [your company] with materials in English.
Customers of the territory, who contact CYTOTECH directly, will be advised tocontact [your company]. All marketing activities are honoured with a low-price-agreement for [yourcompany] .
This agreement is valid for the period of one year after it has been signed byboth parties and will be prolonged automatically by one year under thefollowing conditions:1st year of business has to be used for promotion and sales forecast, min. sales’volume: 3 systems2nd year of business should achieve a minimum sales’volume of 5 instruments3rd year of business should achieve a minimum sales’volume of 10 instrumentsIf sales’ volume is not achieved within 3 years, the agreement will not beprolonged automatically. Basis for prolongation is the annual project report tobe prepared by [your company] .
Either party may terminate this agreement without cause by providing writtennotice of termination at least 3 months prior to the termination date.
13.1. For all projects initiated before termination and which can be finished within 6 months, [your company] has the right to finish it also when theabove agreement has terminated. All financial transactions, however,have to be finished within 9 months from the date of termination.
13.2. CYTOTECH is obliged to deliver consumables and spare parts for all sold instruments over a period of at least 5 years after termination of thisagreement.
Neither party will assign its ritht or delegate its duties under this agreementwithout the prior written consent of the other party.
No termination, changes, supplements or modifications of this agreement orany of its provisions, will be binding upon the parties unless made in writingand signed by both parties.
This agreement comes into force when both parties signed it.
Each party shall reveal neither during the currenc of this agreement nor afterits termination any trade or commercial information that has come to herknowledge through the activities CYTOTECH and [your company] andagree not to use such informations for purposes other than those of thisagreement.
[your company] is not allowed to copy either parts or units or softwareswithout the written prior permission of CYTOTECH.
In the case of events both parties cannot avoid (vis major), that meansnatural catastrophes, war, terror actions, strikes etc., both parties will beabsolved from their duties of this agreement. Each party touched by „vismajor” events has to inform the other party within 15 days.
Above agreement is based upon the free decision of both parties. Alldifferences will be discussed peacefully. For problems which cannot besolved by negotiation, the Hungarian Chamber of Commerce or, finally, theCourt of Law of Budapest/Hungary will be responsible.

Source: http://www.cytotech.hu/pdf/agreement.pdf