(XXXXXX TECHNOLOGIES LETTERHEAD OMITTED)
EXCLUSIVE DISTRIBUTION AGREEMENT
"UV systems for water disinfection"
Between:
Laboratory of Impulse Technique (L.I.T.) ZAO., a company organized and
existing under the laws of Russia and having its registered office at
9, Institutskiy Per, Dolgoprudny, Xxxxxx Xxxxxx, Xxxxxx 000000, and its
principal place of business at 00, Xxxxxxxxxxxxxxxxxx Xxx., Xxxxxx
000000, Xxxxxx, in the person of Director Mr. S. Kostiouchenko, acting
on the basis of the power of Attorney No.98-10-20-1 dd. 20.10.1998 on
the one party hereinafter called "LIT,
and
PHILAQUA Aufbereitungstechnik GmbH, a company organized and existing
under the laws of Germany and having its offices at, Xxxxxxxxxxxxx
00-00, D-45964 Gladbeck, Germany, in the person of the Director Prof.
Xx. X. Xxxxxx and Director Xx. X. Xxxxxxx, acting on the basis of the
Statutes of the company, on the other party, hereinafter called
"PHILAQUA".
Hereafter respectively or together called as the context requires the
"Party/Parties".
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ARTICLE 1 - DEFINITIONS
In this Agreement, the following terms shall bear the following
meanings Unless the context clearly indicates otherwise:
1.1. "Territory" means world regions where the terms of this exclusive
Agreement are valid and which are specified in the Annex 1 to this
Agreement. The Territory contents are subject to change by written
approval of both Parties.
1.2. "Products" means those UV-based water treatment devices as listed
in Annex 2 of this Agreement and such other products the Parties may
from time to time decide upon prior written approval. Such decision may
only be evidenced by express written agreement duly executed by the
Parties. 1.3. ,,Trademarks" means registered under the name of LIT or
PHILAQUA trademarks which are agreed to b8 used for the Products
according to the terms of this Agreement.
ARTICLE 2. PURPOSE OF THE AGREEMENT AND REPRESENTATION
2.1. PHILAQUA hereby agrees to procure Products exclusively from LIT
and to take delivery of tile Products from LIT and to distribute the
same according to the terms of this Agreement.
2.2. LIT hereby authorizes PHILAQUA, under the conditions set forth in
this Agreement, to distribute Products under the Trademarks in the
Territory.
2.3. During the terms of this Agreement LIT undertakes not to supply
Products to other distributors in the Territory. in case LIT receives
an order for delivery of Products from third parties in the Territory,
which are not caused by the marketing activity of Philaqua, as an
exception, LIT may sell the Products directly to these third parties
upon preliminary written agreement of such sale with Philaqua. LIT will
inform PHILAQUA about every third party which is acting in the
Territory and which contacts LIT directly with the intention to buy the
Products.
2.4. During the terms of this Agreement PHILAQUA undertakes not to
sell Products outside the Territory. If the Parties consider it to be
necessary, PHILAQUA will undertake the sales of Products outside the
Territory. Such decision should be confirmed in written by both
Parties.
2.5. This Agreement shall not confer on PHILAQUA any right or
authority to assume obligations in the name of or on account of LIT,
PHILAQUA shall not make any representations or warranties with respect
to Products except as it is expressly provided herein or as it may be
subsequently authorized in writing by LIT.
2.6. PHILAQUA is not allowed in any kind to act on behalf of LIT
unless this is specifically agreed upon in writing by LIT.
2.7. LIT is not allowed in any kind to act on behalf of PHILAQUA
unless this is specifically agreed upon in writing by PHILAQUA.
2.8. PHILAQUA shall be deemed at all times to be an independent
contractor and nothing contained herein shall be deemed to create any
agency or other relationship of any kind between PHILAQUA and LIT.
2.9 PHILAQUA represents and agrees that it shall not procure Products
(in the form of kits or otherwise) from any party other than LIT
without prior written consent of LIT.
2.10. LIT guarantees that the Products under this Agreement meet all
standards and requirements of DVGW and CE and which are specified in
the technical documentation and manuals for the Products. Annex 5 will
specify the minimal technical requirements of the products. The parties
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agreed to sign this Annex by the 31. January 1999. To this extent,
PHILAQUA agrees to inform LIT timely and actively in a written form of
all applicable standards, norms and laws, etc. in the Territory and of
any changes of such, whatsoever.
2.11. PHILAQUA represents that it is perfectly familiar with the
features and capabilities of Products, and that it shall perform its
undertakings under this Agreement.
ARTICLE 3 - MARKETING AND DISTRIBUTION OF PRODUCTS
3.1. PHILAQUA shall devote its best efforts to promote the sale of
Products throughout the Territory. PHILAQUA shall market and sell
Products as it considers appropriate, according to commonly accepted
commercial practices.
3.2. Without limiting the generality of the foregoing, PHILAQUA's
duties shall include:
3.2.1.Carrying out appropriate advertising and promotion of the
Products In the Territory at its own cost;
3.2.2.Maintaining adequate inventory levels of Products; in particular,
PHILAQUA shall keep on hand a minimum stock of each type of Product and
spare parts therefor, as determined by PHILAQUA in consultation with
LIT, corresponding to the probable sales and servicing requirements for
the next succeeding six months, or such other period of time as the
parties consider reasonable with respect to market conditions. PHILAQUA
will ensure that this stock is maintained in good condition and that
all reasonable precautions are taken to prevent its deterioration. A
detailed stock position will be communicated in writing to LIT
periodically and at least by the end of each calendar quarter;
3.2.3.Performing warranty and after-sales services of Products as set
forth in Article 5 below;
3.2.4.Causing a sufficient number of adequately trained and competent
sales and technical (service) personnel to be available to ensure
proper and full performance of all of its duties, obligations and
responsibilities under this Agreement.
3.2.5.Periodically advising LIT of any information which may be useful
to LIT and/or its affiliates in the manufacture, promotion or servicing
of Products, including information relating to volume of sales
initiated and concluded, customer specifications, import regulations,
safety codes or similar regulations in the Territory, in order to
enable UT to improve Products according to market requirements, and
copies of promotional and sale materials relating to Products, which
are used by PHILAQUA or by its customers.
3.3. LIT will perform research and development activities to improve
the Products according to the changes in the regulations and standards
in the Territory.
3.4. Should PHILAQUA so request, LIT shall supply PHILAQUA with a
reasonable amount of written or oral information concerning relevant
technical and/or marketing questions. This information shall include
service instructions and lists of spare parts.
3.5. In all circumstances, PHILAQUA shall indemnify and hold LIT
harmless against any claim, action, damage, loss or reasonable expense
related to the use of Products sold by PHILAQUA, except for claims
based upon the design or manufacture of the Products for which LIT
shall be responsible. PHILAQUA shall have and keep, for the term of
this Agreement, adequate insurance against any consequences of
PHILAQUA's operations pursuant to this Agreement, shall hold LIT
harmless against claims related thereto
3.6. PHILAQUA agrees to give LIT the right upon request to visit
PHILAQUA and/or affiliates and have access to all documents and stock
related to this Agreement.
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ARTICLE 4. CERTIFICATIONS
4.1. PHILAQUA shall obtain at its own expense all approvals,
authorizations and certifications from all competent standards
institutes, laboratories, government agencies or authorities of the
Territory that may be required for importing, marketing or using
Products, or which are reasonably necessary to the marketing and sale
of Products. LIT shall make its best efforts to give PHILAQUA
reasonable assistance in applying for and obtaining the same.
4.2. PHILAQUA shall not sell to any distributor, dealer or agent any
Product in any area where local regulations prohibit the sale of the
same, including any area where any required approval, authorization or
certification has not been obtained. In case of any doubts Philaqua
will obtain written agreement from it's dealers, distributors or agents
with the confirmation of the conformity of the Products to local
regulations.
ARTICLE 5. GUARANTEE
5.1. As LIT does not have an appointed after-sales service network at
its disposal in the Territory to effect guarantee and after-sales
service itself, the prices quoted to PHILAQUA, as detailed in Annex 2,
already include a discount of 2 % (two per cent) which shall be
considered by the Parties as putting PHILAQUA in the position to effect
a 1 (one)-year guarantee and after-sales-service for Products and
thereby excluding any obligation of third parties on LIT to provide for
or supply the same. All obligations on LIT by PHILAQUA concerning 1
(one)-year warranty and after-sales-service are not effected by this.
5.2. PHILAQUA shall establish and maintain for the term of this
Agreement the technical staff referred to under Article 3.2.4. for the
proper performance of the services described above, and shall promptly
take action on all reasonable service requests concerning Products.
PHILAQUA shall adequately and expeditiously perform all the tasks
described under this Article 5, in order that Product users be
satisfied and that reputations of both Parties be maintained thereby.
5.3 In order to enable LIT to Improve its Product line and images of
both Parties, PHILAQUA shall supply LIT with quarterly written reports
on PHILAQUA's guarantee and after-sales activities undertaken pursuant
to this Article 5.
ARTICLE 6. ORDERS AND STOCK OF PRODUCTS.
6.1. Parties agreed herein on the minimum planned sale of Products
during the terms of this Agreement which is represented in the Annex 4.
6.2. LIT shall make all reasonable efforts, within the limits of its
plant capacity, production schedules and subject to the fulfillment of
prior orders, to supply to PHILAQUA the Products during the terms of
this Agreement, provided that PHILAQUA has placed the orders and made
all payments as agreed under Article 7 below.
6.3. PHILAQUA will place an order to LIT for each purchase of
Products.
6.4. LIT will undertake the obligations to manufacture and to prepare
shipment of the Products after getting official order for the specified
set of Products by sending an acknowledgement of order. Delivery time
depends on the amount of the purchased products, can vary between 4 and
14 weeks as it is stated in the Annex 2.
6.5. To ensure best service for the customer, Parties will create a
Stock of Products and spare parts in the amounts to be agreed in the
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beginning of every calendar year. The Stock contents for the first year
of this agreement is agreed as it is specified in the Annex 3. Position
of the Stock will be chosen by PHILAQUA to be the most convenient.
6.6. In order to fill initially the Stock of Products as specified in
the Annex 3, Philaqua will place an order with LIT for the whole volume
of equipment as mentioned in the Annex 3. The delivery time of this
equipment will be not later than 12 weeks from the day of placing the
order.
6.7. In case Philaqua will receive a certain order from a customer for
the Products which are in stock, it will place an order with LIT for
these Products with a view to complete the stock. Time of such an order
will be agreed upon by the Parties.
ARTICLE 7. PRICES, PAYMENT AND PROCEDURE OF GETTING PRODUCTS
7.1. Basic prices of the Products are agreed by the Parties as
specified in the Annex2_ Basic prices are subject to change by written
approval of both sides.
7.2. Prices for the set of Products which will be ordered for the
initial filling of the Stock (as specified in Annex 3) are agreed to be
85(degree)k of the basic prices specified in the Annex 2 of this
Agreement.
7.3. All prices are quoted on the basis of FICA Moscow conditions
(Incoterms 1990).
7.4. PHILAQUA will pay 100% of the amount of ordered Products within
10 (ten) days after receiving the shipment but not later than 20
(twenty) days after receiving from LIT the shipping documents (invoice
and packing list)
7.5. The date when the money is credited to the bank account of LIT
will be considered as the date of payment.
7.6. In case PHILAQUA will discover any faults o defects of the
Products caused by improper manufacturing, it shall send a letter to
LIT with the detailed description of the problems.
7.7. LIT will admit the claims of defects within 30 days after
receiving the Products by PHILAQUA. This does not concern the warranty
claims according to Article 5 of this Agreement.
7.8. LIT is obliged to repair all defects at its own expenses within
30 days after receiving the written information about the defects
(according to ch. 7.7) from PHILAQUA.
ARTICLE 8. INTELLECTUAL PROPERTY RIGHTS
8.1 LIT has all rights on the "LIT" trademark, which is registered in
Russia and in any other country where LIT considers it to be necessary.
PHILAQUA has all rights on the _ "PHILIT" trademark, which is
registered in Germany and in any other country where PHILAQUA considers
it to be necessary.
8.2 The Trademarks, PHILIT" and "LIT" are allowed to be used for the
Products mentioned in the Annex to this Agreement. If one of the
Parties wishes to use the Trademarks for any other purposes, written
approval of the other Party should be obtained. The said use shall be
in accordance with the shape, form and color as agreed by both Parties.
8.3 LIT will give to PHILAQUA free license to us ,,LIT" trademark for
the Products.
8.4 PHILAQUA will give to LIT free license to us ,PHILIT" trademark
for the Products.
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8.5. In conjunction with Products or the marketing thereof, PHILAQUA
shall not use any trade names, trademarks or logo other than the
"PHILIT" and/or "LIT" trademarks. PHILAQUA's obligation hereunder shall
survive the expiration or termination of this Agreement. Use of free
licenses terminates when this Agreement terminates or expires.
8.6. No representation is made by LIT, expressly or by implication,
that any Products used by, sold to, or to be sold by PHILAQUA will not
infringe third party proprietary rights. Accordingly, LIT shall not be
responsible, either directly or as an indemnitor of PHILAQUA or its
vendees, for any consequence of any alleged, purported or established
infringement of said third party's rights in connection with or
resulting from said use or sale of Products.
8.7. PHILAQUA will not apply to obtain any kind of intellectual
property rights related to the Products in the Territory and beyond
without prior written approval by LIT.
8.8. If both Parties decide that it is needed for the better sales of
the Products, they may apply and obtain additional intellectual
property rights related to the Products in the countries inside the
Territory according to a separate written agreement in each case. If
one of the parties will not support to get intellectual property rights
in the Territory for mutual ownership each Party is allowed to apply
and obtain these rights by itself upon written. confirmation of the
other Party.
ARTICLE 9. TERMINATION
9.1. This Agreement shall retroactively come into force on the date
when it is signed by both parties, and, unless sooner terminated as
hereinafter provided, shall remain in force until December 31, 2001.
Subject to the PHILAQUA fulfilling its obligations and meeting the
sales targets, this Agreement may be extended subject to terms and
conditions to be agreed upon by the Parties hereto at least 3 (three)
months prior to its expiration, it being understood that such renewal
should be substantially similar to the terms and conditions of this
Agreement.
9.2. If either LIT or PHILAQUA do not have any longer the intention to
extend this Agreement they have to inform the other Party 6 (six)
months prior to its expiration at the least.
9.3. Without limiting the generality of the foregoing, LIT may
forthwith terminate this Agreement:
9.3.1.If PHILAQUA fails (i) to take delivery as scheduled of any of its
orders provided for under Article 6, (ii) to supply information
requested in conformity with Article 3.2.2 and 3.7. or (iii) to make
any payments as provided for in this Agreement;
9.3.2.If PHILAQUA fails to fulfill the sales program as agreed in the
Annex 4 to this Agreement.
0.0.0.Xx the event of the bankruptcy, winding up or liquidation of
PHILAQUA, whether voluntary or involuntary, or of the sale of
substantially all of PHILAQUA's assets, or of taking over of PHILAQUA
directly or indirectly by a third party.
9.4. Without limiting the generality of the foregoing, PHILAQUA may
forthwith terminate this Agreement
9.4.1 If LIT violates the exclusivity right as specified in ch 2.3.
9.4.2 If LIT does not fulfill its obligations as mentioned in ch. 2.10
and does not cooperate with PHILAQUA to eliminate problems which
prevent from distribution of the Products in the Territory.
6
9.4.3 If LIT fails its obligation concerning delivery time as
specified in Annex 2.
9.5. The rights and obligations of the parties upon expiration or
early termination of this Agreement for any reason whatsoever
(including, but not limited to, cancellation caused by court order),
shall be as follows:
9.5.1. PHILAQUA shall 9.5.1.1 Settle all payments for the Products
according to the article 7 of this Agreement.
9.5.1.2. Return to LIT within thirty (30) days of LIT's request all
documents of any kind communicated to PHILAQUA by LIT, which contain
any confidential information relating to Products, and likewise return
all materials bearing the Trademark prepared by LIT, and destroy
PHILAQUA prepared material bearing the Trademark;
9.5.1.3. Cease any business or activity directly or indirectly
connected with this Agreement except (i) for the guarantee and
after-sales services explained under Article 5, and (ii) insofar as is
necessary for the safe of the remaining inventory of Products.
9.5.1.4. Cancel, within the shortest possible time, any insertion
relating to Products, the Trademark or any tradenames of LIT in all
telephone and trade or professional directories, and remove forthwith
any signs or advertising referring to or in connection with Products,
the Trademark or tradenames of LIT and, in general, refrain from
holding forth thereafter in any manner whatsoever that PHILAQUA has, or
has had, any connection with Products.
9.5.2 LIT shall:
9.5.2.1 Return to PHILAQUA within thirty (30) days of PHILAQUA's
request all documents of any kind communicated to LIT by PHILAQUA,
which contain any confidential information relating to Products, and
likewise return all materials bearing the Trademark prepared by
PHILAQUA, and destroy LIT prepared material bearing the Trademark;
ARTICLE 10. GENERAL PROVISIONS
10.1. Waiver
Failure by either party on one or more occasions to avail itself of one
or more provisions of this Agreement shall in no event be construed as
a waiver thereof.
10.2. Delayed Performance - Force Majeure
Neither party shall be liable in any way because of any delay in
performance hereunder which is due to unforeseen circumstances or
causes beyond its control. including, but not limited to, strike;
lockout; riot; war; fire; flood; changing in national regulations which
can prevent from implementation of this Agreement.
10.3. Notices
All notices, summons and communications related to this Agreement shall
be written do English and native language of the sender, and addressed
by registered air mail to the other Party at its hereinabove set forth
address, or any new address that has been notified In the same way.
Each Party is entitled to disregard any text not written in English.
10.6. Infringement of laws or regulations
In case any provision of this Agreement infringes any applicable law or
legally enforceable rule, said law or rule shall prevail, but only to
7
the extent necessary to comply therewith, and the infringing provision
shall be null and void to that extent, while the other provisions of
this Agreement shall remain in full force and effect; In which case the
parties shall then endeavor to replace any such infringing provision by
mutually acceptable substitutes, in order that the balance of this
Agreement remain unchanged to the extent permissible.
10.7. Governing Law - Competence
This Agreement, its interpretation, performance, or any breach thereof
shall be governed by and construed according to Dutch law without
reference to the rules on conflicts of laws, and in case of a
disagreement that cannot be settled amicably, the Rotterdam arbitrage
court, The Netherlands, exclusively, shall be competent.
IN WITNESS WHEREOF the Parties have signed this Agreement on .Y2a o
&cew6?F 1998 in duplicate in the Russian, German and English languages,
the three texts being equally authentic. In case there is any
divergence of interpretation between the Russian and German texts, the
English text shall be operative.
Correspondent addresses of the Parties:
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L.I.T. ZAO. PHILAQUA Aufbereitungstechnik
107076 Moscow, Russia GmbH
Xxxxxxxxxxxxxxxxxx xxx. 00 Beisenst. 00 -00
X-00000 Xxxxxxxx
-----------------------------------------------------------------------
Bank: Bank
Federal Bank for Innovations & Commerzbank Gladbeck
Development Account No. 82 88 666
account No. 4070 2280 9000 0000 0001 BLZ: 360 400 39
Corr. Bank: Commerzbank,
Frankfurt/Main, Germany
SWTFT: COBA DE FF
Corr. Acc-No.: 4008864324 DEM
-----------------------------------------------------------------------
Signed: Signed:
/s/ Sergei Kostiouchenko /s/ Xx. X. Xxxxxx
------------------------ -----------------
Name: Sergei Kostiouchenko Name: Prof. Xx. X. Xxxxxx
Title: Director Title: Director
-----------------------------------------------------------------------
Signed:
/s/ Xx. X. Xxxxxxx
------------------
Name: Xx. X. Xxxxxxx
Title: Director
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Annex 1.
Territory under the EXCLUSIVE DISTRIBUTION AGREEMENT, UV systems for
water disinfection.
The Territory agreed by the Parties includes all the countries in the
wood with exception of the countries of the former Soviet Union.
9
Annex 2.
List of Products under the EXCLUSIVE DISTRIBUTION AGREEMENT "UV systems
for water disinfection":
UV systems for disinfection of drinking water (PHILIT series according
to Tablet). UV systems for disinfection of secondary effluent at the
sewage water purification plants including packaged and open channel
systems, spare parts for the mentioned UV systems. Table 1. UV
Sterilizers of PHILIT series:
-------------------------------------------------------------------------------------------
No Equipment description Price Delivery
[DM] Time
(weeks)
-------------------------------------------------------------------------------------------
1 UV Sterilizer PHILIT 5, 2300 4
UV reactor of polished stainless steel, 6 m3/h water
flow at 98% transmissivity, IP-65 plastic control
cabinet, UV sensor, with control system and
stainless steel connection box
Options:
Stainless steel control cabinet 500
Clearting system VB-2(2) 110
Painted steel frame 120
Stainless steel frame 300
Spare lamp DB-75-2 50
Spare quartz sleeve 36
------------------------------------------------------------------------------------------
2 UV Sterilizer PHILIT 12, 3000 4
UV reactor of polished stainless steel, 13.9 m3/h
water flow at 98% transmissivity, IP-65 plastic
control cabinet, UV sensor with control system and
stainless steel connection box
Options:
Stainless steel control cabinet 500
cleaning system WB-2(2) 110
painted steel frame 120
stainless steel frame 300
spare lamp DB-75-2 50
spare oartz sleeve 36
------------------------------------------------------------------------------------------
3 UV Sterilizer PHILIT 50, 5000 4
UV reactor of polished stainless steel, 50 m3/h
water flow at 98% transmissivity. IP-65 plastic
control cabinet, UV sensor with control system told
stainless steel connection box
Options:
Stainless steel control cabinet 500
cleaning system WB-5(2) 153
painted steel frame 120
stainless steel frame 300
spare lamp DB-75-2 50
spare uartz sleeve 36
------------------------------------------------------------------------------------------
4 UV Sterilizer PHILIT 100, 6000 4
UV reactor of polished stainless steel, 100 m3/h
water flow at 98% transmissivity, IP-65 plastic
control cabinet, UV sensor with control system and
------------------------------------------------------------------------------------------
10
-------------------------------------------------------------------------------------------
No Equipment description Price Delivery
[DM] Time
(weeks)
-------------------------------------------------------------------------------------------
stainless steel connection box
Options:
Stainless steel control cabinet 500
cleaning system WB-5(2) 153
painted steel frame 120
stainless steel frame 300
spare lamp DB-75-2 50
spare quartz sleeve 36
-------------------------------------------------------------------------------------------
5 UV Sterilizer PHILIT 200, 11500 6
UV reactor of polished stainless steel, 200 m3/h
water flow at 98% transmissivity, IP-65 plastic
control cabinet, UV sensor with control system and
stainless steel connection box
Options:
Stainless steel control cabinet 500
cleaning system WB-5(2) 153
painted steel frame 120
stainless steel frame 300
spare lamp DB-75-2 5O
spare quartz sleeve. 36
-------------------------------------------------------------------------------------------
6 UV Sterilizer PHILIT 400, 22000 14
UV reactor of polished stainless steel, 486 m3/h
water flow at 98% transmissivity, IP-65 stainless
steel control cabinet and connection box, UV
sensor with control system
Options:
Cleaning system WB-5(2) 153
Spare lamp DB-75-2 50
Spare quartz sleeve 36
-------------------------------------------------------------------------------------------
7 UV Sterilizer PHILIT 800, 43000 14
UV reactor of polished stainless steel, 1000 m3/h
water flow at 99% transmissivity, IP-65 stainless
steel control cabinet and connection box UV
sensor with control system
Options:
Cleaning system WB-5(2) 153
spare lamp DB-75-2 50
spare quartz sleeve 36
-------------------------------------------------------------------------------------------
Delivery time means period of time between LIT receiving the order from
PHILADUA and LIT informing PHIUIOUA that the order is completed and
ready for shipment and sends the shipping documents (invoice and
packing list).
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Annex3.
Stuck of Products in Philaquft under Me EXCLUSIVE DISTRIBUTION
AGREEMENT.UV systems for wafer disinfection" for the first year of the
Agreement validity.
1. Philit 5 - 5 pieces,
2. Philit 12 - 5 pieces,
3. Philit 50 - 2 pieces,
a. Philit 100 - 2 pieces,
5 Philit 200 - 1 piece.
6. Spare lamps XX-00 - 00 xxxxx,
0. Xxxxx quartz sleeves - 30 pieces,
8. Cleaning system WB-2 - 2 pieces,
9. Cleaning system WB-5 - 2 pieces.
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Annex4.
The minimum volumes of sales to maintain the conditions of Exclusivity
under the EXCLUSIVE DISTRIBUTION AGREEMENT "UV systems for water
disinfection"
Year Volume of purchase of
Products from LIT
-----------------------------------------------------------------------
1999 250 000 DM
2000 1 500 000 DM
2001 3 000 000 DM
The aim of the parties is to achieve total volume of purchase of 5 Mio.
DM dunng the mentioned three years.
If PHILAQUA exceeds the specified volume for a given year the volume of
excess will be added to the volume of the subsequent year.
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