and used in connection with the
Products.
2.
Appointment
ABAXIS hereby grants to Distributor the non-exclusive right to Distribute
Products to End-Users for Professional Use in the Territory. Distributor is not
authorized to sell ABAXIS Products to resellers, other than to a leasing company
which leases the Product to End Users. By entering into this Agreement,
Distributor agrees to assist ABAXIS by facilitating the availability of ABAXIS'
Products and the availability of proper training and support to the End Users of
ABAXIS' Products.
3.
Obligations of Distributor.
Distributor's obligations under this Agreement shall, without limitation,
include the following:
A.
Distributor shall use its best efforts to Distribute Products.
B.
Distributor shall maintain adequate written procedures for warehouse control and
Distribution of Products. Distributor shall maintain accurate and complete
records of shipments to End-Users for at least two (2) years or to the end of
the useful life of the Products, whichever is longer. The written records shall
be in such a form as to enable ABAXIS to trace the location of all Products.
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
2.
CONFIDENTIAL
C.
Distributor shall ensure that any ABAXIS Products which may be returned directly
to Distributor shall not be cleaned or otherwise refurbished and re-sold or
re-used by Distributor or others, without ABAXIS' prior written consent, and
Distributor shall maintain adequate written procedures designed to prevent such
prohibited activities. Distributor further agrees to contact Abaxis Customer
Service prior to accepting any return from any end user for any Instrument. In
the case of a used Instrument (packing seal has been broken), Abaxis will
provide a quotation for refurbishing Instrument for Distributor to sell as a
factory refurbished Instrument. If the packing seal for an Instrument has not
been broken, Abaxis may inspect as it deems necessary and will adjust
Distributor and Abaxis installed base records to reflect the return. For the
avoidance of doubt, ABAXIS will not accept any returns of Product to ABAXIS
except as provided in Section 7.
D.
Distributor shall submit all advertising and promotional materials for Products
to ABAXIS at least 10 days prior to use or distribution of such materials. In
the event that ABAXIS provides comments or suggests changes within 10 days of
the receipt of such materials, Distributor will revise the materials
accordingly.
E.
Distributor shall comply with all relevant governmental rules and regulations,
and shall obtain all licenses and approvals necessary to Distribute Products in
the Territory.
F.
Distributor will make no representations or warranties with respect to the
Products other than those specifically authorized in writing by ABAXIS.
G.
Distributor agrees to on-going training and sales meetings as required by ABAXIS
so as to be able to adequately describe, demonstrate and sell Products. Without
limiting the generality of the foregoing, Distributor agrees to semi-annual
meetings held at