EXHIBIT 10.31
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(Rev.R5 mod.10-26)
DISTRIBUTION AGREEMENT BETWEEN
CELL ROBOTICS, INC. AND CALIFORNIA CALTECH, INC.
This AGREEMENT is made on JULY 8TH OF 2002, by and between CELL ROBOTICS, INC.,
a corporation organized under the laws of the State of New Mexico, having its
principal place of business at 2715 Broadbent Parkway, NE, Albuquerque, New
Mexico 87107, U.S.A. (hereinafter referred to CRI) and CALIFORNIA CALTECH, INC.,
a corporation organized under the laws of the State of California, having its
principal place of business at 433 Cheryl Lane, City of Industry, CA 91789
(hereafter referred as CALTECH or "DISTRIBUTOR"), both also referred hereafter
as a "PARTY" or together as the "PARTIES".
THE PARTIES HERETO AGREE AS FOLLOWS:
1.0 APPOINTMENT
1.1 Subject to the limitations contained in this AGREEMENT, CELL ROBOTICS
hereby appoints CALTECH as the exclusive DISTRIBUTOR for the LASETTE
series (Laser Finger Perforator) and its accessories and consumables,
as well as for the (future) modified LASETTE for BABYHEEL STICK and its
accessories, hereinafter referred to as "PRODUCTS" in the PEOPLES
REPUBLIC OF CHINA, including HONG KONG and MACAO (hereinafter referred
to as "TERRITORY") If both parties so agree, the AGREEMENT could be
extended to some China's BORDER Countries. In the meantime, as long as
CRI do not withdraw such permit, DISTRIBUTOR is authorized to market
the products in VIETNAM
1.2 CRI's sales of its PRODUCTS to United States government, international
aid agencies outside China, such as United Nations agencies, which may
then place (partially or totally) these PRODUCTS in the TERRITORY,
incur in no obligation to the DISTRIBUTOR, if not expressly agreed
otherwise, but CRI WILL notify the DISTRIBUTOR before the sales
contracts are signed . In case that the complete set of after-sales
services (one year warranty) is required from CALTECH, than a fee 6% of
the net value invoiced by CRI for the corresponding products (complete
orders) will be paid to the DISTRIBUTOR, the fee ARE payable upon the
signature of the service contract related.
1.3 CRI and DISTRIBUTOR agree to act as indicated below if the following
export situations should occur:
a) To any inquiries or orders from within or outside the
TERRITORY, which are intended to ship into the TERRITORY, CRI
will not quote or sell. CRI will refer all those inquiries or
intended orders to DISTRIBUTOR, except when 1.2 applies, but
in the latter case, as far the fact is known, CRI AS STATED IN
1.2. will inform DISTRIBUTOR.
b) If CRI and/or DISTRIBUTOR detect any unauthorized shipments
and sales of the PRODUCTS to the TERRITORY, CRI shall inform
DISTRIBUTOR and the foreign buyer that CRI is stopping the
sales of the PRODUCTS to that buyer, request that buyer to
stop selling PRODUCTS in the TERRITORY, and notify him that
CRI and or DISTRIBUTOR will not provide any warranty and other
services for the already purchased PRODUCTS (including
consumables). DISTRIBUTOR will also notify its customers that
no warranty nor liability whatever will apply to LASETTES if
used with non-CRI-approved consumables
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2.0 DISTRIBUTOR'S ACTIVITIES AND RESPONSIBILITIES
2.1 DISTRIBUTOR shall diligently promote the sale of CRI's PRODUCTS in the
TERRITORY, maintain at all times a sales and office force adequate to
meet market needs. DISTRIBUTOR shall also: submit to CRI quarterly
sales reports that include
- updated purchase sales forecasts, pricing information,
distribution channels used as well also, customer general
characteristics and claims, etc.
- if not agreed otherwise, pay shipping charges, forwarding and
handling charges, custom duties, taxes, storage and all other
charges on all shipments of PRODUCTS from CRI, and cover the
same with adequate insurance, and all money received under
such insurance shall be used to replace such parts; furnish to
the CRI from time to time such reports, information and data
as CRI may reasonably request,
- information about the appearance of counterfeits and
countermeasures taken.
2.2 Orders shall be placed by the DISTRIBUTOR, if not advised otherwise, to
CRI's office in Albuquerque, New Mexico {today's fax number (505)
344-8112}. DISTRIBUTOR must specify shipping terms and conditions
clearly, which shall be confirmed by Fax to DISTRIBUTOR before
shipment. Shipments shall be ex-factory Albuquerque, New Mexico if not
agreed otherwise (shipping additional).
2.3 DISTRIBUTOR shall not divulge any confidential information with respect
to CRI's business except as may be necessary to carry on its activities
under the AGREEMENT, nor shall CRI with respect to ASHER. The provision
shall not apply to any information that is placed into the public
domain by persons or organizations other than DISTRIBUTOR. This
obligation shall survive any termination or expiration of this
AGREEMENT.
2.4 All expenses incurred by DISTRIBUTOR for the sale of PRODUCT in the
TERRITORY are to be paid by DISTRIBUTOR.
2.5 DISTRIBUTOR shall not remove, change or add to labels associated with
the PRODUCTS except with prior written approval of supplier. Neither
party shall have rights under this AGREEMENT to any trademarks or trade
names of the other party. Neither party shall use the other party's
trademarks or trade names without the prior written consent of the
other. DISTRIBUTOR agrees to use advertisements and promotional
material containing CRI's trademarks only after prior written approval
of CRI. DISTRIBUTOR agrees that CRI shall own the copyright in any
advertising and promotional material given to DISTRIBUTOR by CRI and
all translations, and DISTRIBUTOR shall so mark all such materials. CRI
agrees that DISTRIBUTOR shall own the copyright in any advertising and
promotional material given to CRI by DISTRIBUTOR and all translations,
and CRI shall so mark all such materials Nevertheless, CRI could use
freely such material in other Chinese speaking countries.
2.6 DISTRIBUTOR shall make use of all its resources (including the legal
actions) and influence to stop the production, marketing, sales or
export by third parties of counterfeits or copies of the PRODUCTS and
notify immediately CRI if such events occur or are suspected to occur
unless such events are authorized by CRI in accordance with the
DISTRIBUTOR.
2.7 DISTRIBUTOR shall submit to CELL ROBOTICS within 30 days of the
effective date of this Agreement and availibility of the government
permits for the PRODUCTS a projected sales forecast for the next twelve
(12) months following the effective date of this AGREEMENT, and
continue to submit yearly updates based on the DISTRIBUTOR's realistic
marketing information. The forecast will be revised by CRI and
eventually modified by mutual agreement. This forecast will not be
binding during the first three
(3) year validity of the agreement, but both parties will provide their
best efforts to comply with its goals. Nevertheless, if in the first 18
months after availability of the Government Permits results should be
strongly below reasonable forecasts, CRI reserves the right to
terminate or modify the Agreement. After said 3
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years the PARTIES will agree on the future procedure before extending
the contract term.
2.8 DISTRIBUTOR further agrees to do all of the following:
a. Assign IMMEDIATELY at least one person inside his territory
who shall be responsible for the sales, applications support
and service management of CRI's PRODUCTS. Presently these
persons are Mr. REN FENG AND MS. WEI YU ZHUANG CALTECH must
have in his associated Chinese office a person able to write,
read and reasonably speak English, to communicate adequately
with CRI
b. After an initial sales and service training that shall be
mostly provided by CRI (see 3.2 below), ensure at
DISTRIBUTOR's own expense the availability of trained sales
and service staff for effective marketing of CRI's PRODUCTS in
the TERRITORY, the training course being a contractual
obligation
c. Apply for and take all reasonable steps to obtain or have
obtained PRODUCT clearance validation as may be required by
agencies in the TERRITORY in respect of CRI's PRODUCTS, and,
in such event that the parties may agree to add further
PRODUCTS, to take such action in respect of these further
PRODUCTS. The parties will agree regarding the payment of THE
GOVERNMENT fees for any necessary registration and clearance
validations in the TERRITORY of THE LATTER products. The
Original Certificate for the LASETTE, issued by the Chinese
Health Authorities at the name of CRI will be handed over by
CRI to DISTRIBUTOR.
d. DISTRIBUTOR shall be responsible for the correct instructions
to the customers for all instrument operations that follow the
sales and service training. This includes the warning to the
customers that incorrect use of the consumables and resale of
PRODUCTS to outside the TERRITORY leads to the loss of
Warranty, liability and Post-Sales services. This apply
particularely to the CRI-unauthorized use of multi-use
disposables in Hospital and similar facilities and the use of
the LASETTE without or with counterfeit and/or not
CRI-authorized disposables.
3.0 CELL ROBOTICS' ACTIVITIES AND RESPONSIBILITIES
3.1 Each CRI's quoted instrument price on Cell Robotics PRODUCTS shall
include an: a) Eighteen (18) month warranty on parts from the date of
shipment to DISTRIBUTOR, or b) Twelve (12) months from the date of
delivery to the final customer, whichever occur first. .
Any necessary shipment of parts due to the Warranty to DISTRIBUTOR's
country or other agreed-upon site is included (Local duties/taxes are
the responsibility of the DISTRIBUTOR). DISTRIBUTOR is responsible for
shipping damaged parts to the Albuquerque, New Mexico office of CRI ,
but the latter only if CRI asks so specifically.
3.2 As soon as possible after AGREEMENT signature DISTRIBUTOR will organize
in CHINA a training technical and marketing seminar for its own and
SUBCONTRACTOR (eventually also customers) employees involved with the
PRODUCTS. CRI will send for a reasonable agreed time one highly
qualified Instructor. CRI will pay the airfare for the instructor,
CALTECH will cover all his adequate staying costs in China as well as
any other related Chinese costs, including the provision of a qualified
translator able to cover this type of events.
In due time, DISTRIBUTOR shall send a qualified technician to CRI
facilities in ALBUQUERQUE to be trained at interior reparations of the
LASETTE, replacement of the plastic shall and recalibration. WHEN so
agreed, CALTECH would pay the airfare and CRI the staying costs in
ALBUQUERQUE
3.3 CRI shall fill with all reasonable promptness all orders from
DISTRIBUTOR accepted by CRI
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3.4 PRICE LIST: See attachment No.2, to be regularly updated.
3.5 With respect to government tenders or bids where the manufacturer is
requested by customer to quote directly (which should be generally
avoided) DISTRIBUTOR shall follow the instructions of CRI in connection
with each tender or bids for which DISTRIBUTOR seeks confirmation of
PRODUCT availability or price protection. DISTRIBUTOR will inform CRI
of any government tenders or bids where DISTRIBUTOR would like special
compensation from CRI. CRI reserves the right of refusal to participate
in such bids.
3.6 CRI shall use all reasonable efforts to fill with promptness any
accepted order of DISTRIBUTOR but shall have no responsibility to
DISTRIBUTOR by reason of any delay or failure to deliver caused by
components shortages, transit accidents, strikes, acts of God, severe
weather, or other events beyond the control of CRI. In the event that
CRI fails to deliver PRODUCTS to DISTRIBUTOR's designed site on the
agreed upon sHIPPING date(s), with a reasonable tolerance, DISTRIBUTOR
COULD DELETE THE ORDER..
3.7 CRI shall assign at least one person who shall be responsible for the
orders, sales, application support and service management of
DISTRIBUTOR's account, I.E. PRESENTLY MS. IRENE HO. CRI shall provide
regular technical and marketing updates plus technical assistance from
it headquarters.
3.8 If not agreed otherwise, CRI will not accept return of any of its
PRODUCTS except for the results of warranty or malfunction following
article 3.1. (or when a wrong product was delivered).
3.9 CRI shall use its best efforts to give DISTRIBUTOR ninety (90) days
written notice of PRODUCTS new models and/or discontinuation. CRI shall
offer spare parts for such discontinued PRODUCTS for two (2) years
after the date of discontinuation. DISTRIBUTOR will place orders for
such parts at least one hundred and twenty (120) days prior to the
expiration of the two year period
3.10 CRI shall provide any and all readily available artwork used normally
in the production of its promotional material upon request by
DISTRIBUTOR, free of charge, and also a reasonable quantity of
promotional and marketing material in English language during the
period in which the translations indicated below are not ready, upon
request of the DISTRIBUTOR. DISTRIBUTOR will provide all translations
into the languages needed in the TERRITORY and obtain CRI's approval
before final printing. CRI will have the right to use these
translations in other countries.
3.11 CRI may, at its discretion, share costs and expenses with DISTRIBUTOR
in the participation in trade shows and other promotional activities.
It is understood (pursuant to Article 2.4 of this agreement) that such
activities only are referred to international or regional trade shows
held in the TERRITORY in which potential customers from outside of the
TERRITORY may attend.
3.12 CRI shall not discuss distribution price in the TERRITORY with any
other people except for DISTRIBUTOR's assigned persons, i.e. presently
HENRY Y. HAU. CRI shall not do business directly with any employees
and/or subsidiaries, business partners and distributors which are
involved in distributing the PRODUCTS in the TERRITORY during the term
of this AGREEMENT and for TWELVE (12) months following its expiration
or termination, if the PARTIES do not agree otherwise.
3.13 The PRODUCTS supplied by CRI, once approved by the TERRITORY's
authorities basing on permit requests filed by DISTRIBUTOR after the
present Agreement is signed, will comply with the applicable
TERRITORY's standards. If in the future these standards change,
distributor will notify CRI immediately. . CRI will execute all the
reasonable steps to comply with said changes, but in the improbable
case that this should not be possible, this will be considered FORCE
MAJEURE and therefore CRI will not have responsibility to DISTRIBUTOR .
CRI will provide the original LASETTE certificate to Caltech after the
agreement is signed (SEE 2.8.C)
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3.14 CRI agrees to indemnify and hold harmless DISTRIBUTOR from any and all
liability, suits, and claims, whether administrative, judicial, by
arbitration or otherwise, brought against DISTRIBUTOR based upon
alleged design or manufacture defects or CRI's PRODUCTS that CRI
provides under or pursuant to the AGREEMENT. Each party will notify the
other as soon as possible of any suit or other proceeding, or threat
thereof, which relates or may relate to the subject of these
indemnification provisions. Each party will further indemnify and hold
the other party harmless from all liability, suits and claims for
injuries and property damages caused by the negligence of the other
party, its agents and employees.
4.0 DELIVERY
4.1 Delivery of CRI shall be ex-factory at CRI's facility, unless agreed
otherwise.
5.0 PAYMENT
5.1 If not agreed and/or otherwise stated for payment of shipments shall be
100% against irrevocable letter of credit. This letter of credit
("L/C") must:
a. Be issued or confirmed by a mutually acceptable US -
commercial bank or registered US subsidiary of such a bank, to
be advised to a CRI designated bank.
b. Allow partial shipment and transshipments.
c. Be payable against commercial invoice and receipt issued by
the DISTRIBUTOR-designed transport company or, if the goods
are not retrieved, against copy of fax (or letter with receipt
stamp or signature) with CRI advising the DISTRIBUTOR that
goods are ready for transport, plus CRI affidavit that they
were not retrieved within 15 days of the date of before
mentioned advise.
D. ALL L/C RELATED FEES AND CHARGES TO BE PAID BY DISTRIBUTOR,
EXCEPT THE ADVISING AND NEGOTIATING CHARGES OF THE US-BANK(S),
TO BE PAID BY CRI.
5.2. If the purchase order includes deliveries to be shipped more than 60
days after order date, an advance payment of 20% is required and the
balance against L/C as above.
5.3. In case the merchandise can be delivered out of existing CRI stock, the
payment could be 100% by direct transfer against invoice and copy
(including Waybill) of the couriered OR FAXED advise by CRI to the
DISTRIBUTOR stating that the goods are ready for retrieval by
DISTRIBUTOR's designated forwarder.
5.4 If so agreed, payment as 5.3 could be applied for any other case.
5.5 Middle term, not applicable immediately, CRI and DISTRIBUTOR could
agree delayed payment for the PRODUCTS, which conditions would be also
agreed. This with the object to be able to quote better payment
conditions to end-consumers
6.0 WARRANTY
6.1 CELL ROBOTICS shall give its limited instrument warranty as mentioned
in 3.1. as follows:
For an instrument which is found to be faulty during the period
specified under 3.1. by the
end-customer and this fact verified by DISTRIBUTOR, or solely by the
DISTRIBUTOR if not yet delivered to the former, upon confirmation to
CRI's satisfaction that the fault is not due to damage in transit,
mishandling or verifiable non-observance of the operating instructions
(see also 3.1.), CRI shall replace or repair the instrument and ship
it, if not agreed otherwise, to DISTRIBUTOR designated address in the
USA, crediting 30% of the LASETTE price as indicated in the PRICE LIST
to cover the Import costs and CRI will cover all shipping costs.
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Once DISTRIBUTOR has put in place duly trained technical personnel,
when a customer claims the malfunction of a certain instrument, one of
the duly trained persons will issue a certificate stating that no sign
of mistreatment nor misuse can be noted and state the details of the
malfunction. If so, CRI will accept the claim
6.2 CRI gives no other warranty either express or implied. Any warranty
that might be implied in law shall expire within the period of the
express warranty. In no event shall CRI be responsible for remote or
consequential damages As an alternative to above, at DISTRIBUTOR's
choice, if and from the moment on DISTRIBUTOR accepts to take on his
own account any future warranty claim by his customers (other than
faults due to design of the instrument), CRI would deliver to
DISTRIBUTOR, without further cost, an additional quantity of LASETTES
equal to 5% of each order.
6.3 THE PARTIES WILL ALSO AGREE BY A MUTUALLY SIGNED FUTURE SEPARATE
DOCUMENT TO COMPLETE THE WARRANTY, REPARATION AND CLAIM CONDITIONS AND
PROCEDURES, AND EVENTUALLY SUBSTITUTE PARTIALLY OR TOTALLY ABOVE
MENTIONED CONDITIONS AND PROCEDURES.
7.0 NON - AUTHORIZATION
7.1 In case that further authorities authorization for present or future
products is required, if Distributor is not able to obtain such in a
reasonable time to be agreed, the affected products could be
disincorporated from the Agreement by CRI.
7.2 DISTRIBUTOR shall attend to any official notification or registration
of this contract at its expense, including translation, and shall
advise CRI of full particulars of same.
8.0 DURATION
8.1 Unless sooner terminated as set forth within (see also but not only
2.7.), this AGREEMENT shall remain in full force and effect for an
initial period of THREE(3) years from its effective date. Provided the
PARTIES can agree so 6 month before expiration, the AGREEMENT may be
extended for additional 2 year periods. If for any reason the business
relations between the PARTIES to this AGREEMENT shall continue without
formal written renewal, such continuance shall not be deemed a renewal
or extension and DISTRIBUTOR's appointment shall be subject to
termination upon six months written or telegraphic notice by either
PARTY to the other. In all other respects the terms and conditions
would be identical to those previously agreed to in writing, if not
agreed otherwise.
8.2 Should either PARTY at any time during the period of this AGREEMENT
discontinue business, be adjudged bankrupt, have a Receiver appointed
in respect of its assets, or make a general assignment for the benefit
of creditors, then in such event either PARTY may at its option,
terminate this AGREEMENT by giving the other PARTY thirty (30) days
notice in writing.
8.3 Should DISTRIBUTOR at any time during the period of this AGREEMENT fail
to meet and incur in a serious breach of the agreed upon provisions of
this AGREEMENT, then CRI shall first warn DISTRIBUTOR in writing and
than may at its option terminate this AGREEMENT by giving thirty (30)
days notice in writing to DISTRIBUTOR, except that if DISTRIBUTOR shall
correct and/or compensate the breach or default within the notice
period, this AGREEMENT shall remain in force.
8.4 Should CRI at any time during the period of this AGREEMENT fail to meet
and incur in a serious breach to of the agreed upon provisions of this
AGREEMENT, then DISTRIBUTOR shall first warn CRI in writing
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and than may at its option terminate the AGREEMENT by giving thirty
(30) days notice in writing to CRI, except that if CRI shall correct
and/or compensate the breach of default within the notice period, this
AGREEMENT shall remain in force.
8.5 Neither PARTY shall be liable to the other because of the termination
or non-renewal of this AGREEMENT, for compensation, reimbursement or
damages on account of the loss of commission on anticipated order,
present or prospective, or on account of expenditures, investments,
leases or commitment in connection with the business or for any other
reason. CRI shall, subject to other terms and conditions of this
AGREEMENT, honor paid orders transmitted to CELL ROBOTICS prior to
termination or expiration.
8.6 Upon the termination or expiration of this AGREEMENT, both PARTIES
shall immediately cease using all advertising matter and other printed
matter in it possession or under its control containing any of the
trade names or trademarks of the other party whether or not registered
in the TERRITORY with the exception that DISTRIBUTOR may continue to
use these materials to promote the sale of its remaining inventory of
the PRODUCTS until it has been sold. CRI will provide, within
reasonable constraints and as far as possible, authorization and
assistance for DISTRIBUTOR to sell its remaining inventory and if asked
so, if possible, assign DISTRIBUTOR<180>s remaining inventory to the
new distributor. Both PARTIES agree not to do business under or use any
of the other Party TRADEMARKS' trademark or trade names as part of its
company name during the term of this AGREEMENT or following its
expiration or termination.
9.0 NO AGENCY
9.1 The relationship of DISTRIBUTOR to CRI is that of an independent
contractor. Nothing contained in this AGREEMENT shall be deemed to
authorize or empower DISTRIBUTOR, its agents or employees, to act as
agent for CRI or conduct business in the name, or for the account of
CRI, or otherwise bind it in any manner except as provided herein.
DISTRIBUTOR shall, in particular, have no power to act in the name of
CRI by agreeing to terms and conditions of sales and closing sales
transaction.
10.0 NON-ASSIGNABLE AGREEMENT AND EVENTUAL FUSIONS AND MERGERS
10.1 This AGREEMENT is exclusive to DISTRIBUTOR and non-assignable and
non-transferable, except when CRI expressly authorize so in written
form. Any attempt by DISTRIBUTOR to assign or transfer rights or
obligations under this AGREEMENT without written assent by CRI shall be
a breach by DISTRIBUTOR. This prohibition shall extend to any transfers
of ownership, sales of interest, or withdrawal or death of a proprietor
or partner. In the event ownership of any controlling shareholder of
DISTRIBUTOR changes, DISTRIBUTOR shall promptly notify CRI, and CRI may
then terminate this AGREEMENT upon notice..
11.0 MISCELLANEOUS
11.1 All notices under this AGREEMENT shall be in writing. If to CRI, it
shall be sufficient for all purposes if delivered in person or sent by
courier or registered mail to: 2715 Broadbent Parkway, NE, Albuquerque,
New Mexico 87107 U.S.A. If to DISTRIBUTOR, it shall be sufficient if
delivered in person or sent by courier or registered mail to
DISTRIBUTOR office in the U.S.A. as stated before..
A different address may be used by either party, provided that it has
been specified in a notice to the other.
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11.2 CELL ROBOTICS, with the advise of DISTRIBUTOR, shall provide all
non-territorial documents and information required by DISTRIBUTOR to
import the PRODUCTS to the TERRITORY CRI will as also provide the
formal certificate of the sole distributorship in Chinese market for
Caltech use
11.3 The headings used herein are for ease of reference only and not to be
used in interpretation or construction of this AGREEMENT.
11.4 The provisions of this AGREEMENT shall not be extended, varied,
changed, modified or supplemented other than by AGREEMENT in writing
signed by both CRI and DISTRIBUTOR. There are no terms or conditions,
representations or understandings except as set forth within this
AGREEMENT.
11.5 This AGREEMENT shall be governed by the laws of the State of New
Mexico, U.S.A. The English version shall control all interpretation and
construction of this AGREEMENT.
11.6 This AGREEMENT and its attachments represent the entire understanding
of the parties with respect to the purchase, marketing, and sale by
DISTRIBUTOR of the PRODUCTS. All prior understandings and agreements
between the parties are merged herein. This AGREEMENT may not be
modified in any respect except in writing signed by both parties
hereto.
11.7 Any dispute regarding the interpretation or implementation of this
AGREEMENT shall be decided by arbitration pursuant to the procedure of
the American Arbitration Association in the State of New Mexico. The
prevailing party will be entitled to the payment of its attorney's fees
by the other party.
11.8 The following exhibits are attached to the present AGREEMENT, of which
Exhibits No.1, No. 2, No. 3 and No. 4 are fully valid parts.
EXHIBIT No.1: SOLIDARITY DECLARATION WRITTEN IN Chinese and
English issued by Beijing Pacific Caltech Science &
Technology Development Company Ltd.
in favor of CALTECH
EXHIBIT No.2: PRICE LIST AND COMPLEMENTS
EXHIBIT No.3: PURCHASE ORDER 020628 ISSUED BY CALTECH
EXHIBIT No.4: SUPPLY OF 1-USE DISPOSABLES AND CARTRIDGES
12.0 SPECIAL AND ONE TIME ISSUES
12.1 After or together with the signing this agreement, DISTRIBUTOR shall
place to CRI an Order as stated in EXHIBIT 3, including 750 new LASETTE
2.
12.2 The Sales forecast for the 12 month JULY 2002 until JUNE 2003, as
defined in Article 2.7, will be 1000 Lasettes 2, including the
inventory being taken over from the former distributor.
12.3 CRI will make all the necessary efforts and take all the steps
reasonably possible - whilst DISTRIBUTOR accepts take over - the stock
of LASETTE 2 presently existing at the former Distributor, estimated at
250 LASETTE 2. The price to be paid is for now assumed at COST plus 5%.
If the quantity is less than 250 units, the balance will be ordered to
CRI at the prices as Exhibit 3. The implementation of this Article will
be agreed in due time.
12.4 The sales forecast for the 12 months JULY 2003 until June 2004, as
defined in article 2.7, will be up to 4000 LASETTE 2, but DISTRIBUTOR
guarantees the purchase of 1500 units, but will incur in all possible
effort to increase this figure to 2000,
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12.5 The procurement, pricing and distribution policy for Disposables is
treated in EXHIBIT No. 4
12.6 DISTRIBUTOR will immediately stop the sales of multi-use cartridges to
HOSPITALS and other customers using the LASETTE on several persons and
offer such CUSTOMERS who already have such cartridges to substitute
them at the rate of 100 (1-use) disposables per cartridge. Non
compliance with this article or continued supplies of cartridges to
Hospitals will be considered a most serious infringement of the
AGREEMENT.. No warranty will be valid for Hospitals and similar using
original or counterfeits cartridges or counterfeits Disposables.
IN WITNESS WHEREOF, the parties hereto have cause this AGREEMENT to be duly
executed the day and year first above written.
/S/ Oton M. Tisch
- ---------------------------------------- CELL ROBOTICS, INC.
/S/ Henry Y. Hau
- ---------------------------------------- CALIFORNIA CALTECH INC.