Exhibit 10.1
Form International Distributor Agreement
Distributor:
PN Med Group Inc.
250 San Isidro
Santiago, Chile
(569)-6592-2350
This Agreement, is made and entered into this 25 day of February, 2012 by and
between PN Med Group Inc., a corporation with offices at 250 San Isidro,
Santiago, Chile, (hereinafter called "Distributor") and Kangtai Medical Devices
Co. ("Manufacturer"), with offices at No. 523 Xinhua Road, Hangzhou, China.
The parties hereto agree as follows:
I. ASSOCIATION
Distributor shall act as an exclusive distributor of Manufacturer's medical
supplies and equipment throughout the country of Chile (the "Territory").
II. DUTIES
1. Distributor agrees to actively and diligently promote the sale of the
Products in the Territory during the Term hereof. Manufacturer shall refer to
Distributor inquiries for Products in the Territory.
2. Distributor agrees to promote in the Territory the Manufacturer's names and
the Products during the Term hereof. Distributor agrees to notify Manufacturer
of any leads of interest granted for any products.
III. ASSISTANCE BY MANUFACTURER
Manufacturer agrees to furnish Distributor with reasonable quantities of
Manufacturer's catalogs, manuals, advertising literature and other sales aids
that may be available by Manufacturer. Any such sales aids provided shall be in
Spanish.
IV. INTELLECTUAL PROPERTY RIGHTS
Distributor shall not use Manufacturer's trade names and/or trademarks without
the prior, express written consent of Manufacturer. Under no circumstances shall
Distributor, at any time, use Manufacturer's trade names, trademarks or other
proprietary information as part of Distributor's corporate or trade name. Upon
termination of this Agreement, Distributor shall remove all references to
Manufacturer from its letterheads, advertising literature and places of
business, and shall not thereafter use any similar or deceptive name or
trademark intending to give the impression that there is any relationship
between the parties.
V. CUSTOMER SERVICING
Distributor shall maintain in the Territory sufficient inventory of the Products
so as to permit filling and shipping against current customer orders normally
shipped from Distributor's stock. Distributor agrees to notify Manufacturer if
it opens any new offices or branches or closes or ceases to operate through one
of its offices or branches.
VI. ORDERS/ACCEPTANCE/PRICE AND TERMS
1. All orders from Distributor are subject to approval and final acceptance by
Manufacturer. Price lists to Distributor shall be set as a fixed, discounted
rate, and can only be changed when the both parties aggreed to it. For
nonstandard Products which are sold to Distributor for resale, the price shall
be as quoted to Distributor at time of inquiry, provided that the inquiry is
within thirty (30) calendar days of order entry.
2. Payment to Manufacturer by Distributor shall be in United States currency.
Upon the placing of order(s), Distributor shall cause an irrevocable confirmed
letter of credit to be issued by a Chilean financial institution satisfactory to
Manufacturer, in favor of said Manufacturer, unless another arrangement is
previously approved in writing by Manufacturer.
3. A Distributor agrees to make an order at least every 5 months, unless another
arrangement is previously approved in writting by Manufacturer.
2
4. Manufacturer shall provide a free shipping and a fast processing time on all
of the orders from the Distributor, unless another arrangement is previously
approved in writting by Distributor.
VII. WARRANTY AND FORCE MAJEURE
1. Manufacturer warrants that all Products delivered hereunder shall be of
Manufacturer's standard quality. MANUFACTURER MAKES NO OTHER WARRANTIES, EXPRESS
OR IMPLIED: THERE ARE NO IMPLIED WARRANTIES INCLUDING WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
2. Manufacturer shall not be liable for damages resulting from delays in
shipment or inability to ship due to normal production and shipment delays or
those resulting from acts of God, fires, floods, wars, sabotage, accidents,
labor disputes or shortages, plant shutdown or equipment failure, voluntary or
involuntary compliances with any law, order, rule or regulation of governmental
agency or authority; or inability to obtain material (including power and fuel),
equipment or transportation, or arising from any other contingency,
circumstances or event beyond the control of the Manufacturer.
VIII. LIMITATION OF LIABILITY
No claims of any kind, whether as to materials delivered or for nondelivery of
materials from Manufacturer, and whether arising in tort or contract, shall be
greater in amount than the purchase price of the products in respect of which
such damages are claimed; and the failure to give notice of the claim to
Manufacturer where the order was placed within sixty (60) calendar days from the
date fixed for delivery shall constitute a waiver by Distributor of all claims
in respect of such Products. In no event shall Manufacturer be liable for
special, indirect or consequential damages. Any claim with respect to defective
Products or breach of warranty must be promptly made and shall apply to Products
properly used, stored, applied and maintained.
IX. RELATIONSHIP BETWEEN MANUFACTURER AND DISTRIBUTOR
Distributor is not an agent, employee or legal representative of Manufacturer,
but an independent contractor. Distributor does not have any authority to assume
or create any obligation or responsibility on behalf of Manufacturer or bind
3
Manufacturer in any manner whatsoever. The relationship between manufacturer and
Distributor is that of vendor and vendee. Distributor further agrees to defend,
indemnify and hold Manufacturer harmless from and against any and all claims of
third parties that would not have arisen but for an act or omission by
Distribution that is contrary to the above-acknowledged relationship or any
other term hereof.
X. TERM/CANCELLATION
1. This Agreement shall become effective as of the date hereof upon execution by
an officer or other authorized representative of the Manufacturer and by an
authorized representative of Distributor and shall remain in effect for 3 years
thereafter unless previously terminated by either party for any other reason
upon not less than thirty (30) calendar days prior written notice to the other
party.
2. Without limitation, the following events shall constitute grounds for
termination by Manufacturer:
(a) if Distributor shall file or have filed against it a petition in bankruptcy
or insolvency or if Distributor shall make an assignment for benefit of its
creditors of if Distributor's viability as a going concern should, in
Manufacturer's judgment, become impaired; (b) if Distributor fails to provide
and maintain a proper and sufficient sales force;
(c) if Distributor degrades and places in bad repute the name and reputation of
Manufacturer expressly or by virtue of its methods of handling and/or promoting
the Products;
(d) if Distributor fails to meet any other of its obligations hereunder; or
(e) if Distributor fails to meet minimum purchase goals
3. Except as may be otherwise determined pursuant to the laws of the
jurisdiction where Distributor has its principle office, Manufacturer shall have
no liability to Distributor by any reason of any termination or cancellation of
this Agreement by Manufacturer, including without limitation, liability for
direct or indirect damages on account of loss of income arising from anticipated
4
sales, compensation, or for expenditures, investments, leases or other
commitments or for loss of goodwill or business opportunity or otherwise.
4. Upon termination by either Manufacturer of Distributor, Manufacturer shall
have the option of buying back from Distributor any new unsold Products
purchased from Manufacturer, at the prices charged to Distributor, less
Manufacturer's then applicable restocking charge, if any, and less any
additional expenses incurred by Manufacturer arising out of termination by
Distributor
XI. NONDISCLOSURE
All information transferred or otherwise revealed to Distributor by Manufacturer
under this Agreement, including but not limited to, engineering information,
manufacturing information, technology, know-how and price books or lists, will
at all times remain Manufacturer's property. Distributor shall at all times hold
such information confidential and shall not disclose any such information if not
otherwise within the public domain. Upon any termination of this Agreement, or
as Manufacturer directs from time to time, Distributor shall promptly return all
such information to Manufacturer, together with any copies or reproductions
thereof. Distributor's obligations under this section shall survive any
termination of the Agreement.
XII. VARIOUS
This Agreement constitutes the entire and only agreement between the
Manufacturer and Distributor with respect to its subject matter and there are no
understandings or representations of any kind, express, implied, oral, written
statutory or otherwise, not expressly set forth herein. No alteration or
modification of this Agreement shall be binding unless in writing and signed by
the party to be bound thereby.
1. This Agreement is not assignable in whole or in part by either party without
express written consent of the other.
2. If Distributor consists of either two or more individuals or partners, each
shall execute this Agreement on behalf of Distributor and each individual
signing shall be jointly and severally liable to Manufacturer with respect to
the obligations of Distributor under this Agreement.
5
3. This Agreement shall be interpreted and enforced in accordance with the laws
of Chile and the official language of this Agreement for all purposes shall be
English.
DISTRIBUTOR:
By: /s/ Pedro Perez Niklitschek
-------------------------------------
Pedro Perez Niklitschek
Title: President
MANUFACTURER
By: /s/ Ou Xiemeng
-------------------------------------
Ou Xiemeng
Title: Representative
6