MANUFACTURING AGREEMENT
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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: China Health World Trae Corporation (or nominee)
Address: Park Place, Suite 600 - ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
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 China Health World Trade Corporation (or 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 China Health World Trade Corporation (or 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 China Health World Trade Corporation (or nominee): any
patents, trade secrets, and other intellectual properties which has been
provided by China Health World Trade Corporation (or nominee) to Canadian
Phytopharmaceuticals Corp.: which will be exclusively, and restricted
confidential terms/rights/USE for China Health World Trade Corporation (or
nominee) 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
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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.
China Health World Trade Corporation (or 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 China Health World Trade Corporation (or
nominee)'s Specifications, marked for shipment to China Health World Trade
Corporation (or 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 China Health World Trade Corporation (or 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 China Health World Trade Corporation (or nominee).
3.2 QUANTITY INCREASES AND SHIPMENT SCHEDULE CHANGES
See Addendum A
3.3 CANCELLATION
China Health World Trade Corporation (or 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 China Health World Trade Corporation (or nominee)
within * of receipt. According to Health Canada Regulations or if products are
found to be defective in material or workmanship, China Health World Trade
Corporation (or nominee) has the right to reject such Products during said
period. Products not rejected during said period will be deemed accepted. China
Health World Trade Corporation (or 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. China Health World
Trade Corporation (or 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 China Health World Trade
Corporation (or nominee) prior to shipment, China Health World Trade Corporation
(or nominee) will inspect goods within * of its request date.
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4.2 EXPRESS LIMITED WARRANTY.
Canadian Phytopharmaceuticals Corp. warrants that the Products will conform to
China Health World Trade Corporation (or 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 China Health World Trade Corporation (or
nominee) or Canadian Phytopharmaceuticals Corp.; (b) defects resulting from
China Health World Trade Corporation (or nominee)'s 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 China Health World Trade Corporation
(or 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 China Health World Trade Corporation (or nominee) and China
Health World Trade Corporation (or 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 China Health World Trade
Corporation (or nominee)'s sole remedy, is for Canadian Phytopharmaceuticals
Corp., at its option, to promptly repair or replace such unit and return it to
China Health World Trade Corporation (or nominee) freight collect. China Health
World Trade Corporation (or 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 China Health World Trade Corporation (or
nominee) , AND CANADIAN PHYTOPHARMACEUTICALS CORP. SPECIFICALLY DISCLAIMS ANY
IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
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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 China Health World
Trade Corporation (or nominee) China Health World Trade Corporation (or nominee)
and accepted by Canadian Phytopharmaceuticals Corp. The actual sale price of all
Products shall be established through Daily Release Orders provided by China
Health World Trade Corporation (or nominee) China Health World Trade Corporation
(or 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 China Health World Trade Corporation (or nominee)
China Health World Trade Corporation (or nominee) shall be responsible for all
such items. Payment for any Products, services or other prior agreed costs to be
paid by China Health World Trade Corporation (or nominee) China Health World
Trade Corporation (or 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 China Health World Trade Corporation (or
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.
China Health World Trade Corporation (or 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 China Health World
Trade Corporation (or nominee) China Health World Trade Corporation (or 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.
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7.2 PRODUCT LIABILITY.
China Health World Trade Corporation (or nominee) agrees that, if 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 China Health World
Trade Corporation (or nominee) China Health World Trade Corporation (or 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. China Health World Trade Corporation (or 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 China Health World Trade
Corporation (or nominee) China Health World Trade Corporation (or 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.
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.
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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 China Health World Trade
Corporation (or nominee) hereby grants to Canadian Phytopharmaceuticals Corp. a
security interest in the Products delivered to China Health World Trade
Corporation (or nominee) China Health World Trade Corporation (or nominee) and
any proceeds therefrom. China Health World Trade Corporation (or 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 China Health World Trade Corporation (or 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,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.
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ACCEPTED AND AGREED TO:
CHINA HEALTH WORLD TRADE CANADIAN PHYTOPHARMACEUTICALS
CORPORATION (OR NOMINEE): CORP.:
Name: Julianna ▇▇▇▇▇ ▇▇ ▇▇. ▇▇▇▇-▇▇▇▇ Ma
Title: President President & CEO
Date: December 18th 2005 December 18th 2005
Address: ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Tel ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Authorized Signatory: Authorized Signatory:
/s/ ▇▇▇▇▇▇▇▇ ▇▇ /s/ ▇▇. ▇▇▇▇-▇▇▇▇ Ma
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TO MANUFACTURING CONTRACT BETWEEN
----------------------------------
CHINA HEALTH WORLD TRADE CORPORATION (OR NOMINEE) AND
CANADIAN PHYTOPHARMACEUTICALS CORP.
THIS ADDENDUM WILL SUPERCEDE THE MANUFACTURING CONTRACT IN THOSE
AREAS WHERE SPECIFIED.
China Health World Trade Corporation (or nominee) shall provide 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.
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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
* 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.
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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).
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.
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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.
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 *.
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ACCEPTED AND AGREED TO:
CHINA HEALTH WORLD TRADE CANADIAN PHYTOPHARMACEUTICALS
CORPORATION (OR NOMINEE): CORP.:
Name: Julianna ▇▇▇▇▇ ▇▇ ▇▇. ▇▇▇▇-▇▇▇▇ Ma
Title: President President & CEO
Date: December 18th 2005 December 18th 2005
Address: ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Authorized Signatory: Authorized Signatory:
/s/ ▇▇▇▇▇▇▇▇ ▇▇ /s/ ▇▇. ▇▇▇▇-▇▇▇▇ Ma
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