EXHIBIT 10.14
XXXXXX SCIENTIFIC COMPANY L.L.C. ("XXXXXX")
DISTRIBUTION AGREEMENT
(10/1/2007 through 12/31/2009)
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Supplier Information Supplier #: VN00110657
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Supplier Legal Name: Organic Sales and Marketing Inc.
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EIN #:
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State of Organization MA
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Address: 000 Xxxxxxxx Xxxxxxx: Name: Xxxx XxXxxx
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Xxxxxxx, XX 00000 Title: CFO and Marketing Manager
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E- Mail: xxxx@xxxxxxxxxxxxxxxxxxxxxxxx.xxx
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Phone: 000-000-0000
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Fax:
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Products, Inventory and Warranty
A. This Agreement will cover all OSM Branded Products (Attachment A) sold by
Organic Sales and Marketing to Xxxxxx (the "Products"). If Organic Sales
and Marketing develops similar or replacement branded products Organic
Sales and Marketing will make those branded products available to Xxxxxx
under the terms set forth in this Agreement, (except for price which will
be agreed upon by Organic Sales and Marketing and Xxxxxx).
B. Until December 31, 2008, Organic Sales and Marketing agrees that Xxxxxx
will have the exclusive right to be sole "National Laboratory Distributor"
in the United States of the OSM Branded Products as shown on Attachemtn A.
This exclusivity will be reviewed annually and awarded based on the
meeting of mutually agreed upon non-binding targets. The target for the
first year of this contract will be $150,000 in sales at cost. For
purposes of this Agreement, the following distributors, and their
affiliates and any and all successors in interest to such distributors or
their affiliates will be considered to be National Laboratory
Distributors: VWR Scientific Products Corporation, Allegiance, Sigma
Xxxxxxx, Xxxx-Xxxxxx and Xxxxxx Scientific.
X. Xxxxxx will order Products by placing purchase orders, and Organic Sales
and Marketing will fill those orders as set forth in this Agreement. In
ordering the Products, Xxxxxx will have no minimum order requirement.
Organic Sales and Marketing also understands that Xxxxxx has no annual
minimum purchasing commitment.
D. In ordering and invoicing, Organic Sales and Marketing agrees to use an
electronic system reasonably acceptable to Xxxxxx (e.g. EDI).
E. If Xxxxxx agrees to stock the Products, Organic Sales and Marketing agrees
to accept returns or exchanges of saleable new Product inventory at full
acquisition cost with no restocking or handling fees if Xxxxxx reasonably
determines that sales are not sufficient to justify inventory levels.
Organic Sales and Marketing agrees to pay all associated shipping costs,
F.O.B. shipping point. Additionally, Organic Sales and Marketing agrees to
repurchase from Xxxxxx at full acquisition cost with no restocking or
handling fees any saleable new Product inventory at the time of
termination or expiration of this Agreement.
F. Organic Sales and Marketing will provide to Xxxxxx and its customer (as
requested) current MSDS for all hazardous Products and product information
as requested by Xxxxxx for proper regulatory classification. Organic Sales
and Marketing agrees to work in good faith with Xxxxxx to provide the MSDS
in product packaging or as otherwise requested by Xxxxxx.
G. Organic Sales and Marketing agrees to extend to Xxxxxx and its customers
no less than its standard warranty and product return policies.
XXXXXX SCIENTIFIC COMPANY L.L.C. DISTRIBUTION AGREEMENT Page 2
H. In the event of breach of any applicable warranty, Organic Sales and
Marketing will at Xxxxxx'x discretion, (i) repair or replace the Product
at Organic Sales and Marketing's expense, or (ii) refund the purchase
price, including any applicable shipping charges.
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Pricing, Payment and Rebates
A. The purchase prices to be charged will be either (i) net purchase price or
(ii) discount off of Organic Sales and Marketing's annual list price for
the Products. These prices or discounts are outlined on Attachment A. The
quoted prices include all hazardous materials, refrigeration or other
fees, charges or surcharges unless otherwise noted on the attachment.
B. The Attachment A pricing will remain fixed through December 31, 2008.
Prices may be increased only once per year to be effective January 1 of
the next following year. Price increases will not exceed three percent
(3%) per year, and Organic Sales and Marketing will provide written notice
of any proposed price increase at least 120 days prior to the effective
date. If Organic Sales and Marketing does not provide notice as required,
there will be no price increase for the following year.
C. Shipments will be billed at the price in effect at time of order
placement. In the event of a price decrease, Organic Sales and Marketing
will provide Xxxxxx with a credit for the price reduction with respect to
any on-hand inventory or in-transit inventory.
D. Organic Sales and Marketing agrees to negotiate in good faith with Xxxxxx
to provide special pricing on large quantities or where required in order
for Xxxxxx to meet competition.
E. Payment terms will be 2% - 10 days; 1% - 30 days; Net 60 days from the
date of receipt of an accurate invoice.
F. Organic Sales and Marketing agrees to pay to Xxxxxx the volume rebates
described on Attachment A. Annual rebates will be paid to Xxxxxx by March
1st of the following year. If Organic Sales and Marketing does not make
its rebate payment in a timely manner, Xxxxxx will be permitted to
auto-debit Organic Sales and Marketing's account.
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Delivery and Transportation
A. Organic Sales and Marketing will ship the Products F.O.B. Destination
point as designated by Xxxxxx freight to be paid by Xxxxxx in accordance
with Xxxxxx'x routing guide. Unless otherwise stated on Attachment A,
Organic Sales and Marketing will not apply any additional fees or charges
to Xxxxxx for the shipment of goods.
B. Organic Sales and Marketing will drop ship directly to Xxxxxx'x customers
as requested by Xxxxxx, at no incremental expense (other than
transportation costs). Transportation costs associated with drop shipments
requested by Xxxxxx, xxxx be absorbed by Xxxxxx.
C. When shipping any Products with a limited shelf-life, Organic Sales and
Marketing will take all necessary measures to ensure that such Products
are received by Xxxxxx (or its customers) with at least eight-five (85%)
of the remaining shelf-life. Products that do not conform with this
requirement will be considered to be defective.
D. Organic Sales and Marketing will ship to Xxxxxx all Products ordered by
Xxxxxx within five (5) days of receipt of the purchase order so long as
the order size is consistent with historical levels or non-binding
forecasts provided by Xxxxxx to Organic Sales and Marketing. If the order
size exceeds historical or forecasted levels, Xxxxxx and Organic Sales and
Marketing will mutually agree on an acceptable delivery date.
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Sales, Marketing and Technical Support
A. Organic Sales and Marketing will provide to Xxxxxx all reasonable
marketing and sales support.
B. Organic Sales and Marketing will provide to Xxxxxx'x customers and sales
personnel all reasonable technical support.
C. Organic Sales and Marketing will provide Xxxxxx with reasonable quantities
of its sales and marketing literature for use by Xxxxxx in the marketing,
sale and distribution of the Products.
D. Organic Sales and Marketing will provide Xxxxxx with samples of the
Products to assist Xxxxxx with marketing and sales of the Products, as
reasonably requested by Xxxxxx.
XXXXXX SCIENTIFIC COMPANY L.L.C. DISTRIBUTION AGREEMENT Page 3
E. Organic Sales and Marketing agrees to package, label and xxxx the products
as reasonably requested by Xxxxxx including lot numbers, bar codes, serial
numbers and expiration dates.
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Miscellaneous Provisions
A. This Agreement will be effective for the initial term stated in the
heading of the Agreement. This Agreement will automatically renew for
successive twelve (12) month periods unless either party gives written
notice at least ninety (90) days prior to the expiration of the initial
term and any renewal term of intent not to renew this Agreement.
B. Either party may terminate this Agreement in the event of a material
breach of by the other party. In such event, the non-breaching party will
provide thirty (30) days written notice of the breach and will provide an
opportunity for the breaching party to cure the breach during the notice
period.
C. In the event of termination or expiration of this Agreement, Organic Sales
and Marketing agrees to continue to sell the Products to Xxxxxx for a
period of sixty (60) days following termination of the Agreement provided
that if Organic Sales and Marketing terminates this Agreement for cause,
Organic Sales and Marketing may require Xxxxxx to provide payment at the
time of order placement.
D. Any term of this Agreement that contemplates survival beyond the term of
this Agreement will remain enforceable in accordance with its terms
notwithstanding the termination or expiration of this Agreement.
E. Organic Sales and Marketing agrees that it will neither solicit nor hire
any current employees of Xxxxxx nor any former employees of Xxxxxx who
were employed by Xxxxxx during the twelve (12) months preceding such
attempted hire or solicitation.
F. Organic Sales and Marketing agrees that it will not use Xxxxxx'x name,
logo, or trademarks in any manner (including marketing materials, public
announcements, press releases, or similar communications) without the
express written consent from Xxxxxx.
G. This Agreement specifically incorporates by reference the Procurement
Terms and Conditions attached hereto as Attachment B as though they were
included in their entirety in this Agreement. This Agreement (including
Attachment A) and the Procurement Terms and Conditions comprise the entire
agreement between the parties. In ordering and delivery of the Products,
Xxxxxx and Organic Sales and Marketing may use their standard forms, but
nothing in those forms will in any way modify or amend the terms of this
Agreement or the Procurement Terms and Conditions.
Supplier Signature: On File
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Printed Name:
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Title:
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Date:
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Accepted by: Xxxxxx Scientific Company L.L.C.
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Signature: On File
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Printed Name:
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Date:
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XXXXXX SCIENTIFIC COMPANY L.L.C. DISTRIBUTION AGREEMENT
ATTACHMENT "A"
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Product and Discount Information
Proprietary and confidential information. Attachment on file.
ATTACHMENT "B"
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Procurement Terms and Conditions
Proprietary and confidential information. Attachment on file.
