MANUFACTURING AGREEMENT
This Manufacturing Agreement ("Agreement") is entered into this 9th day of
Feb/2004 by and between the following parties;
1. Manufacturer: Canadian Phytopharmaceuticals Corp.
Address: ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
2. Customer: A E&E Health Superfranchise
A E&E Pharma Corporation (or its nominee)
Address: Suite ▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
1.01 WORK LICENSE
Canadian Phytopharmaceuticals Corp. agrees to use reasonable commercial efforts
to perform the work (hereinafter "Work") pursuant to Blanket Purchase Orders or
changes thereto issued by A E&E Health Superfranchise-A E&E Pharma Corporation
(or its nominee) and accepted by Canadian Phytopharmaceuticals Corp. Canadian
Phytopharmaceuticals Corp. acknowledges that time is of the essence in the
performance of "Work".
Work shall mean to procure components, materials, equipment and other supplies
and to manufacture, assemble, and test products (hereinafter "Products")
pursuant to detailed written specifications for each such Product which are
provided by A E&E Health Superfranchise---A E&E Pharma Corporation (or its
nominee) and accepted by Canadian Phytopharmaceuticals Corp. and to deliver such
Products. For each Product or revision thereof, written specifications shall
include but are not limited to ▇▇▇▇ of materials, process documentation, test
specifications, current revision number, and approved vendor list (hereinafter
"Specifications") as attached hereto.
Canadian Phytopharmaceuticals Corp. will keep restricted confidential terms and
exclusive rights for A E&E Health Superfranchise---A E&E Pharma Corporation (or
its nominee): any patents, trade secrets, and other intellectual properties
which has been provided by A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) to Canadian Phytopharm.aceuticals Corp.: which will
be exclusively, and restricted confidential terms/rights/USE for A E&E Health
Superfranchise---A E&E Pharma Corporation (or its
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nominee)'s BRANDING PRODUCTS OR/AND MANUFACTURING PRODUCTS, ETC., which shall
not be used for any other company or branding products.
2.0 FORECASTS, ORDERS, MATERIAL PROCUREMENT
2.1 FORECASTS
See Addendum A
2.2. ORDERS
See Addendum A
The parties agree that the terms and conditions contained in this Agreement or
Addendum A shall prevail over any terms and conditions of any Blanket Purchase
Order, acknowledgment form or other instrument.
2.3 MATERIAL PROCUREMENT.
A E&E Health Superfranchise A E&E Pharma Corporation (or its nominee) accepted
Blanket Purchase Orders will constitute authorization for Canadian
Phytopharmaceuticals Corp. to procure, using standard purchasing practices, the
components, materials and supplies necessary for the manufacture of Products
("Inventory") covered by such Blanket Purchase Orders.
See Addendum A
3.0 SHIPMENTS, SCHEDULE CHANGE, CANCELLATION
3.1 SHIPMENTS.
All Products delivered pursuant to the terms of this Agreement shall be suitably
packed for shipment in accordance with A E&E Health Superfranchise-A E&E Pharma
Corporation (or its nominee)'s Specifications, marked for shipment to A E&E
Health Superfranchise-A E&E Pharma Corporation (or its nominee)'s destination
specified in the applicable Daily Release Order and delivered to a carrier or
forwarding agent. Shipment will be F.O.B. Canadian Phytopharmaceuticals Corp.'
facility at which time risk of loss and title will pass to A E&E Health
Superfranchise-A E&E Pharma Corporation (or its nominee). All freight, insurance
and other shipping expenses, as well as any special packing expenses not
included in the original price quotation for the Products will be paid by A E&E
Health Superfranchise-A E&E Pharma Corporation (or its nominee).
3.2 QUANTITY INCREASES AND SHIPMENT SCHEDULE CHANGES
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See Addendum A
3.3 CANCELLATION
A E&E Health Superfranchise-A E&E Pharma Corporation (or its nominee) will not
cancel any Daily Release Orders. For cancellation of Blank Purchase Orders,
Canadian Phytopharmaceuticals Corp. will use reasonable commercial efforts to
return unused inventory to its vendors and to cancel pending orders for such
inventory. Canadian Phytopharmaceuticals Corp. will also use reasonable
commercial efforts to sell any excess inventory caused by the cancellation
through its distribution channel to minimize the loss. *
4.0 PRODUCT ACCEPTANCE AND WARRANTIES
4.1 PRODUCT ACCEPTANCE.
The Products delivered by Canadian Phytopharmaceuticals Corp. will be inspected
and tested as required by A.E&E Health Superfranchise-A E&E Phama Corporation
(or its nominee) within * of receipt. According to Health Canada Regulations or
if products are found to be defective in material or workmanship, A E&E Health
Superfranchise-A E&E Pharma Corporation (or its nominee) has the right to reject
such Products during said period. Products not rejected during said period will
be deemed accepted. A E&E Health Superfranchise-A E&E Pharma Corporation (or its
nominee) has the right to reject such Products during said period by notifying
Canadian Phytopharmaceuticals Corp. in writing at the address provided above,
attention President. A E&E Health Superfranchise---A E&E Pharma Corporation (or
its nominee) may return defective Products, freight collect, after obtaining a
return material authorization number from Canadian Phytopharmaceuticals Corp. to
be displayed on the shipping container and completing a failure report. Rejected
Products will be promptly repaired or replaced, at Canadian Phytopharmaceuticals
Corp.' option, and returned freight pre-paid. If the Product is source inspected
by A E&E Health Superfranchise-A E&E Pharma Corporation (or its nominee) prior
to shipment, A E&E Health Superfranchise-A E&E Pharma Corporation (or its
nominee) will inspect goods within * of its request date.
4.2 EXPRESS LIMITED WARRANTY.
Canadian Phytopharmaceuticals Corp. warrants that the Products will conform to A
E&E Health Superfranchise A E&E Pharma Corporation (or its nominee)'s applicable
Specifications and will be free from defects in workmanship for a period of *
from the date of shipment. Canadian Phytopharmaceuticals Corp. shall warrant the
materials to the same extent that the manufacturer warrants the materials to
Canadian Phytopharmaceuticals Corp. This express limited warranty does not apply
to (a) materials consigned or supplied by A E&E Health Superfranchise-A E&E
Pharma Corporation (or its nominee) or Canadian Phytopharmaceuticals Corp.; (b)
defects resulting from A E&E Health Superfranchise---A E&E Pharma Corporation
(or its nominee)'s
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Specifications or the design of the Products; (c) any other defects not caused
by Canadian Phytopharmaceuticals Corp.; or (d) Product that has been abused,
damaged, altered or misused (not used as in accordance to the product
specification) by any person or entity after title passes to A E&E Health
Superfranchise---A E&E Pharma Corporation (or its nominee). With respect to
first articles, prototypes, pre-production units, test units or other similar
Products, Canadian Phytopharmaceuticals Corp. makes no representations or
warranties whatsoever. Notwithstanding anything else in this Agreement, Canadian
Phytopharmaceuticals Corp. assumes no liability for or obligation related to the
performance, accuracy, specifications, failure to meet specifications or defects
of or due to tooling, designs or instructions produced or supplied by A E&E
Health Superfranchise---A E&E Pharma Corporation (or its nominee) and A E&E
Health Superfranchise --- A E&E Pharma Corporation (or its .nominee) shall be
liable for costs or expenses incurred by Canadian Phytopharmaceuticals Corp.
related thereto. Upon any failure of a Product to comply with the above
warranty, Canadian Phytopharmaceuticals Corp.' sole obligation, and A E&E Health
Superfranchise---A E&E Pharma Corporation (or its nominee)'s sole remedy, is for
Canadian Phytopharmaceuticals Corp., at its option, to promptly repair or
replace such unit and return it to A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) freight collect. A E&E Health Superfranchise---A
E&E Pharma Corporation (or its nominee) shall return Products covered by the
warranty freight pre-paid after completing a failure report and obtaining a
return material authorization number from Canadian Phytopharmaceuticals Corp. to
be displayed on the shipping container.
SEE ADDENDUM A
CANADIAN PHYTOPHARMACEUTICALS CORP. MAKES NO OTHER WARRANTIES OR CONDITIONS ON
THE PRODUCTS, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS
AGREEMENT OR COMMUNICATION WITH A E&E Health Superfranchise --- A E&E Pharma
Corporation (or its nominee), AND CANADIAN PHYTOPHARMACEUTICALS CORP.
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
5.0 PAYMENT TERMS, ADDITIONAL COSTS AND PRICE CHANGES
5.1 PRICE AND PAYMENT TERMS.
The price for Products to be manufactured will be set from time to time for
reference purposes through Blanket Purchase Orders issued by A E&E Health
Superfranchise---A E&E Pharma Corporation (or its nominee) and accepted by
Canadian Phytopharmaceuticals Corp. The actual sale price of all Products shall
be established through Daily Release Orders provided by A E&E Health
Superfranchise---A E&E Pharma Corporation (or its nominee) and accepted by
Canadian Phytopharmaceuticals Corp. All prices quoted are exclusive of federal,
state and local excise, sales, use and similar taxes, and any duties, and A E&E
Health Superfranchise---A E&E Pharma Corporation (or its nominee) shall be
responsible for all such items. Payment for any Products, services or other
prior agreed costs to be paid by A E&E Health Superfranchise---A E&E Pharma
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Corporation (or its nominee) hereunder is due in from the date of invoice,
unless otherwise stated, and shall be made in. lawful Canadian or U.S. currency.
SEE ADDENDUM A
6.1 TERM.
The term of this Agreement shall commence on the date hereof above and shall
continue for one (1) year thereafter until terminated as provided in Section 8.2
or 10.9. After the expiration of the initial term hereunder (unless this
Agreement has been terminated) this Agreement shall be automatically renewed for
separate but successive one-year terms. This agreement shall be renewable each
consecutive year there after.
6.2 TERMINATION.
This Agreement may be terminated by either party for any reason upon one hundred
twenty (120) days written notice to the A E&E Health Superfranchise---A E&E
Pharma Corporation (or its nominee). Termination of this Agreement for any
reason shall not affect the obligations of either party that exist as of the
date of termination. Notwithstanding termination or expiration of this
Agreement, Sections 6.2, 8.0, 9.0, and 10.0 shall survive said termination or
expiration.
7.0 LIABILITY LIMITATION
7.1 PATENTS, COPYRIGHTS, TRADE SECRETS, OTHER PROPRIETARY RIGHTS.
A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) shall
defend, indemnify and grant all necessary legal rights to Canadian
Phytopharmaceuticals Corp. from all claims, costs, damages, judgments and
attorneys' fees resulting from or arising out of any alleged and/or actual
infringement or other violation of any patents, patent rights, trademarks,
trademark rights, copyrights, trade secrets, proprietary rights and processes or
other such rights related to the Products. Canadian Phytopharmaceuticals Corp.
shall promptly notify A E&E Health Superfranchise---A E&E Pharma Corporation (or
its nominee) in writing of the initiation of any such claims.
THE FOREGOING STATES THE ENTIRE LIABILITY OF THE PARTIES TO EACH OTHER
CONCERNING INFRINGEMENT OF PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL
PROPERTY RIGHTS.
7.2 PRODUCT LIABILITY.
A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) agrees
that, if
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notified promptly in writing and given sole control of the defense and all.
related settlement negotiations, it will defend Canadian Phytopharmaceuticals
Corp. from any claim or action and will indemnify and grant any necessary legal
rights to Canadian Phytopharmaceuticals Corp. from any loss, damage or injury,
including death, which arises from any alleged defect of any Products. A E&E
Health Superfranchise---A E&E Pharma Corporation (or its nominee) shall add
Canadian Phytopharmaceuticals Corp. as an additional insured under A E&E Health
Superfranchise---A E&E Pharma Corporation (or its nominee)'s product liability
polices for any Products.
7.3 NO OTHER LIABILITY. EXCEPT FOR THE EXPRESS WARRANTIES CREATED UNDER THIS
AGREEMENT AND EXCEPT AS SET FORTH OTHERWISE IN THIS AGREEMENT, IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL
OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE
SALE OF PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT,
TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR
OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS
OR DAMAGE, AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT FAIL IN
THEIR ESSENTIAL PURPOSE.
8.0 MISCELLANEOUS
8.1 ENTIRE AGREEMENT.
This Agreement, including all Addendums thereto, constitutes the entire
agreement between the Parties with respect to the transactions contemplated
hereby and supersedes all prior agreements and
* Confidential treatment has been requested by the Registrant as to certain
portions of this exhibit. The omitted portions have been separately filed with
the Commission. Understandings between the parties relating to such
transactions. A E&E Health Superfranchise---A E&E Pharma Corporation (or its
nominee) shall hold the existence and terms of this Agreement confidential,
unless it obtains Canadian Phytopharmaceuticals Corp.' express written consent
otherwise. In all respects, this Agreement shall govern, and any other documents
including, without limitation, preprinted terms and conditions on A E&E Health
Superfranchise:--A E&E Pharma Corporation (or its nominee)'s Blanket Purchase
Orders and Daily Release Orders shall be of no effect.
8.2 AMENDMENTS.
This Agreement may be amended only by written consent of both parties.
8.3 INDEPENDENT CONTRACTOR.
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Neither party shall, for any purpose, be deemed to be an agent of the other
party and the relationship between the parties shall only be that of independent
contractors. Neither party shall have any right or authority to assume or create
any obligations or to make any representations or warranties on behalf of any
other party, whether express or implied, or to bind the other party in any
respect whatsoever.
8.4 EXPENSES.
In the event a dispute between the parties hereunder with respect to this
Agreement must be resolved by litigation or other proceeding or a party must
engage an attorney to enforce its right hereunder, the prevailing party shall be
entitled to receive reimbursement for all associated reasonable costs and
expenses (including, without limitation, attorneys fees') from the other party.
8.5 SECURITY INTEREST.
Until the purchase price and all other charges payable to Canadian
Phytopharmaceuticals Corp. hereunder have been received in full. Canadian
Phytopharmaceuticals Corp. hereby retains and A E&E Health Superfranchise---A
E&E Pharma Corporation (or its nominee) hereby grants to Canadian
Phytopharmaceuticals Corp. a security interest in the Products delivered to A
E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) and any
proceeds therefrom. A E&E Health Superfranchise---A E&E Pharma Corporation (or
its nominee) agrees to promptly execute any documents requested by Canadian
Phytopharmaceuticals Corp. to perfect and protect such security interest. In the
event of a default by A E&E Health Superfranchise---A E&E Pharma Corporation (or
its nominee), Synnex may exercise any or all remedies provided under the Uniform
Commercial Code or similar statutes or laws enacted in the jurisdiction within
which Canadian Phytopharmaceuticals Corp. seeks to enforce its rights under this
Agreement.
8.6 GOVERNING LAW.
This Agreement shall be governed by and construed under the laws of the Province
of British Columbia, excluding its choice of law principles. The parties consent
to the exclusive jurisdiction of the Provincial courts of Vancouver, British
Columbia.
8.7 SUCCESSORS, ASSIGNMENT.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, assigns and legal representatives.
Neither party shall have the right to assign or otherwise transfer its rights or
obligations under this Agreement except with the prior written consent of the
other party, not to be unreasonably withheld.
8.8 FORCE MAJEURE.
In the event that either party is prevented from performing or is unable to
perform any of its obligations under this Agreement (other than a payment
obligation) due to any Act of God, fire,
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casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of
production facilities, riot, insurrection, material unavailability, or any other
cause beyond the reasonable control of the party invoking this section, and if
such party shall have used its commercially reasonable efforts to mitigate its
effects, such party shall. give prompt written notice to the other party, its
performance shall be excused, and the time for the performance shall be extended
for the period of delay or inability to perform due to such occurrences.
Regardless of the excuse of Force Majeure, if such party is not able to perform
within ninety (90) days after such event, the other party may terminate the
Agreement. Termination of this Agreement shall not affect the obligations of
either party which exist as of the date of termination.
ACCEPTED AND AGREED TO:
A E&E HEALTH SUPERFRANCHISE CANADIAN PHYTOPHARMACEUTICALS
& A E&E Pharma CORPORATION CORP.:
(OR ITS NOMINEE):
Name: Julianna ▇▇▇▇▇ ▇▇ ▇▇. ▇▇▇▇-▇▇▇▇ Ma
Date: February 10,2004 February 1.0,2004
Title: President President & CEO
Address: 2300-1066 ▇. ▇▇▇▇▇▇▇▇ St. ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Authorized Signatory: Authorized Signatory:
/s/ ▇▇▇▇▇▇▇▇ ▇▇ /s/ Yuan-chun Ma
____________________ _____________________
TO MANUFACTURING CONTRACT BETWEEN A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) AND CANADIAN PHYTOPHARMACEUTICALS CORP.
THIS ADDENDUM WILL SUPERCEDE THE MANUFACTURING CONTRACT IN THOSE
AREAS WHERE SPECIFIED.
A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) shall
provide
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to Canadian Phytopharmaceuticals Corp. the following:
A. * Blanket Purchase Order ("Blanket Purchase Order") for Base Configuration
Units, broken down by expected monthly volume. In addition to this Blanket
Purchase Order, A E&E Health Superfranchise---A E&E Pharma Corporation (or
its nominee) will supply a *non-binding "sub-forecast" reflecting the
anticipated configuration detail by month.
B. *
C. Daily Release Orders for the specific configurations to be shipped against
the Blanket Purchase Order with all shipping information, and detail off
how it will be shipped
1. Ship to Address
2. Freight Forwarder
3. Unique Shipping Instructions
4. Configuration of Items to be shipped
* All daily shipping information will be supplied by Canadian
Phytopharmaceuticals Corp. to A E&E Health Superfranchise & A E&E Pharma
Corporation for tracking purposes, this includes sales order numbers, serial
numbers shipped, and shipper tracking numbers. Tracking information is to be
maintained by the shipping companies.
D. If A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee)
decides to consign any material, A E&E Health Superfranchise-.-A E&E Pharma
Corporation or its nominee) will supply the same Purchase Order and
Forecast information to those suppliers which they will manage.
E. A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee)
will be allowed to reschedule orders placed by Blanket Purchase Order per
the following schedule:
Maximum Allowable Variance From Blanket Purchase Order
--------------------------------------------------------------
Quantities/Shipment
------------------
# of days before Allowable Maximum Maximum
Shipment Date Quantity Reschedule Reschedule
on Blanket Purchase Order Increases Quantity Period
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* Confidential treatment has been requested by the Registrant as to certain
portions of this exhibit. The omitted portions have been separately filed with
the Commission.
Reasonable commercial efforts by Canadian Phytopharmaceuticals Corp. will
be made to support any upside requirements within this schedule or outside of
this schedule.
II. Canadian Phytopharmaceuticals Corp. will provide the following services:
A. Procure all material necessary to support the * Blanket Purchase Order for
Base Configuration Units, and the material needed to support the forecasted
configurations. All material shall be purchased from an "Approved Vendor
List" (AVL) which is supplied by A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee). Should Canadian Phytopharmaceuticals Corp.
need to purchase material from a source which is not on the AVL, Canadian
Phytopharmaceuticals Corp. x will inform A E&E Health Superfranchise---A
E&E Pharma Corporation (or its nominee) and seek written approval to
deviate.
1. All material is to be procured based on Blanket Purchase Orders and
Daily Release Orders received from A E&E Health Superfranchise---A E&E
Pharma Corporation (or its nominee). Any material which Canadian
Phytopharmaceuticals Corp. deems necessary to purchase outside of
Blanket Purchase Order coverage will be identified as such to A E&E
Health Superfranchise---A E&E Pharma Corporation (or its nominee) and
purchased only upon approval of A E&E Health Superfranchise---A E&E
Pharma Corporation (or its nominee) in writing.
2. All returned inventory by Canadian Phytopharmaceuticals Corp. shall be
within a reasonable amount of time after such inventory receipt and
notification of a A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) reschedule or cancellation. Canadian
Phytopharmaceuticals Corp. shall keep accurate records containing such
necessary information so that A E&E Health Superfranchise---A E&E
Pharma Corporation (or its nominee) may either contact such vendor or
manufacture.
B. It shall be specified by A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) in the Invoice which Freight Forwarder will be
used, and all costs for freight will be paid by A E&E Health
Superfranchise---A E&E Pharma Corporation (or its nominee) directly to the
Shipper. * This avoids the need for additional E.I. transactions at the
back-end of the process. A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) and Canadian Phytopharmaceuticals Corp. will
work together in the next phase to see whether an E.I. or other automated
means that can suffice to meet the same requirements specified by A E&E
Health Superfranchise---A E&E Pharma Corporation (or its nominee).
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C. Warranty:
If a Product comes back to Canadian Phytopharmaceuticals Corp. within the *
warranty period there will be no cost to A E&E Health Superfranchise---A
E&E Pharma Corporation (or its nominee) to repair and/or replace Product
based on material or workmanship failures as set forth in Section 6.2.
Return freight will be paid by Canadian Phytopharmaceuticals Corp. Canadian
Phytopharmaceuticals Corp. reserves the right to accept or reject such
returns as under warranty based on the condition of the system and the
failure analysis of the unit. A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) agrees they will not take a credit until
Canadian Phytopharmaceuticals Corp. agrees that it is a warranty repair. If
the product was deemed to not be a valid warranty return, A ME Health
Superfranchise---A E&E Pharma Corporation (or its nominee) will reimburse
Canadian Phytopharmaceuticals Corp. for the return freight.
Outside of the * warranty period, systems will be returned by the end
customer to A E&E Health Superfranchise---A E&E Pharma Corporation (or its
nominee) for failure analysis. A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) will replace the defective component and send
the defective part back to Canadian Phytopharmaceuticals Corp. to return to
the supplier. Any replaced parts will be sent to A E&E Health
Superfranchise---A E&E Pharma Corporation (or its nominee) for restocking
in their Field Return Unit (FRU) inventory. There will not be any credit
taken by A.E&E Health Superfranchise---A E&E Pharma Corporation (or its
nominee) for these parts unless a reciprocal credit is first given to
Canadian Phytopharmaceuticals Corp. by the supplier.
D. Penalty Clause:
If Canadian Phytopharmaceuticals Corp. is late because of something which
is within Canadian Phytopharmaceuticals Corp. control, (assuming the order
was within all schedule lead-tunes) and it results in a late shipment
(i.e., shipment outside the * cycle time provided below), Canadian
Phytopharmaceuticals Corp. will pay the difference between the standard
freight charge (for delivery to that end customer) and air freight to ship
to that end customer. This will not apply to test fall outs, or design
related causes, or any other causes beyond the control of Canadian
Phytopharmaceuticals Corp.
E. Cycle Time & Capacity:
The agreed to cycle time for shipment of product is * from accepted receipt
of Daily Release Order for a configured product to the date that Canadian
Phytopharmaceutical Corp. places the Product on its dock for shipment.
Initial daily output capacity is established for *. Should an already
accepted Daily Release Order configuration change, the cycle time will be
reset to day one.
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Once the process and capacity has been established, A E&E Health
Superfranchise---A E&E Pharma Corporation (or its nominee) and Canadian
Phytopharmaceuticals Corp. will set up jointly agreed to cycle time and
daily capacities for various activities and standard costs associated with
same. Some of these activities may include;
Request for expedited cycle time
Partial orders or back order situation
Overtime requests
These cycle times and capacity requirements will be reviewed monthly.
F. Payment Terms:
Canadian Phytopharmaceuticals Corp. shall invoice A E&E Health
Superfranchise---A E&E Pharma Corporation (or its nominee) * for all order
releases shipped against the blanket purchase order since the last
invoicing period. Terms shall be *.
III. Pricing:
- Canadian Phytopharmaceuticals Corp. agrees to extend to A E&E Health
Superfranchise --A E&E Pharma Corporation (or its nominee) the * quoted
price structure of:
-*
-*
-*
A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee)
will contract with Canadian Phytopharmaceuticals Corp. to purchase
approximately * during the * time frame and will be at a run rate of *.
ACCEPTED AND AGREED TO:
A E&E HEALTH SUPERFRANCHISE & CANADIAN PHYTOPHARMACEUTICALS
A E&E PHARMA CORPORATION CORP.: (OR ITS NOMINEE):
Name: Julianna ▇▇▇▇▇ ▇▇ ▇▇. ▇▇▇▇-▇▇▇▇ Ma
Title: President President & CEO
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Date: February 10,2004 February 10,2004
Address: 2300-1066 ▇. ▇▇▇▇▇▇▇▇ St. ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Authorized Signatory: Authorized Signatory:
/s/ ▇▇▇▇▇▇▇▇ ▇▇ /s/ Yuan-chun Ma
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