maintain
product
liability
insurance
covering
the
Products
in
amounts
that,
in
its
sole
discretion,
ABAXIS
determines
to
be
commercially reasonable.
C.
ABAXIS
shall
provide
to
Distributor
such
literature,
brochures,
and
other
materials
as
ABAXIS
deems
desirable
in
the
exercise
of
selling
ABAXIS
Products.
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1056227 v7B/HN
CONFIDENTIAL
D.
ABAXIS
shall
maintain
warranty
and
post-warranty
repair
services
for
the
Products pursuant to its then applicable warranty policies for such Products.
E.
ABAXIS shall use commercially reasonable efforts to ship Product within thirty
(30) days after receiving and accepting a faxed or mailed Order from
Distributor, or by such later date as requested by Distributor and accepted by
ABAXIS.
F.
Notwithstanding anything to the contrary herein, ABAXIS shall not be required to
supply any Products to the extent that it would require ABAXIS or its affiliates
to violate any applicable laws, rules or regulations, or would result in the
breach of any agreement or other applicable contractual obligation.
5.
Orders
A.
Orders for Products by Distributor shall be placed with ABAXIS by mail or
facsimile (or by
phone with explicit approval from ABAXIS) at the following
address and telephone numbers:
ABAXIS, Inc.
3240 Whipple Road
Union City, CA 94587
Tel: 800-822-2947
Fax: 510-675-6500
B.
Orders shall be subject to acceptance by ABAXIS.
C.
ABAXIS reserves the right to reject any Order or to cancel any Order previously
accepted if, in
ABAXIS' discretion, ABAXIS determines that it is reasonably
likely that such Order will not be paid for in accordance with the Order Terms
or
that
the
Products
will
not
be
Distributed
in
accordance
with
the
terms
and
conditions set forth in
this Agreement.Upon a
determination that ABAXIS
intends to cancel a previously accepted Order, ABAXIS shall
give
Distributor
prompt written notice of such cancellation and ABAXIS will be under no further
obligation
to
deliver
Products
under
that
Order,
but
ABAXIS
may
at
its
discretion,
if
Distributor
provides
adequate
assurances
to
ABAXIS
that
Distributor will comply fully with Distributor's obligations under this
Agreement, accept further Orders placed by Distributor.
6.
Price and Payment Terms
A.
The price payable by Distributor to ABAXIS for any Product shall be the current
Distributor
Price. ABAXIS shall be responsible for all taxes, duties and fees,
however
designated,
that
are
applicable
to
the
Products
prior
to
the
sale
to
Distributor
under
this
Agreement,
including
without
limitation
all
taxes
on
ABAXIS's income, import and export duties,
excise
fees, license fees, permit
fees, transfer fees, privilege fees, value added taxes, and
federal, state,
local or other taxes or fees.
Distributor shall be responsible for all taxes,
duties and fees, however designated, that are applicable to the purchase of
Product by Distributor as well as any subsequent distribution or sale by
Distributor.
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CONFIDENTIAL
B.
All Orders shall be paid within thirty (30) days of the date of invoice.
If
payment is not received by ABAXIS within said thirty (30) days, the payment
shall bear a late payment charge equal to
one and one-half percent (1.5%) per