FROM THE GENERALITY OF THE
AFORESAID, THE MANUFACTURER UNDERTAKES TO MANUFACTURE THE SHEATHS IN ACCORDANCE
WITH THE APPLICABLE STANDARDS AND OTHER TERMS OF THE MAIN AGREEMENT PERTAINING
TO THE MANUFACTURE OF THE PRODUCTS.
8.
THE MANUFACTURER HEREBY UNDERTAKES TO RETURN AND MAKE ALL THE
EQUIPMENT (AS DEFINED IN THE AGREEMENT BETWEEN THE PARTIES DATED DECEMBER 28,
2004 AND LISTED IN APPENDIX "A" HERETO) AVAILABLE TO THE COMPANY, OR ITS
DESIGNEE, AT THE PREMISES OF THE MANUFACTURER IN MIGDAL TEFEN. THE COMPANY SHALL
ARRANGE FOR SHIPMENT OF THE EQUIPMENT FROM SAID PREMISES AT THE COMPANY'S RISK
AND EXPENSE.
THE EQUIPMENT SHALL BE RETURNED AND MADE AVAILABLE TO THE COMPANY,
AS AFORESAID, IN THE SAME CONDITION AS IT WAS ORIGINALLY RECEIVED BY THE
MANUFACTURER, NORMAL WEAR AND TEAR ACCEPTED, AS FOLLOWS:
1.1
ALL THE EQUIPMENT THAT IS NOT REQUIRED FOR THE MANUFACTURE OF THE
SHEATHS - WITHIN 14 DAYS OF THE DATE OF THIS AGREEMENT; AND
2.2
THE REMAINING PART OF THE EQUIPMENT, UPON THE EARLIER TO OCCUR OF:
(I) WITHIN 14 DAYS OF COMPLETION OF THE MANUFACTURE OF THE LAST SHIPMENT OF THE
SHEATHS; (II) JUNE 1, 2006; OR (III) UPON TERMINATION OF THIS AGREEMENT BY THE
COMPANY UNDER ANY OF THE CIRCUMSTANCES SET FORTH IN SECTIONS 17.3 OR 17.4 OF THE
MAIN AGREEMENT (WHICH PROVISIONS ARE INCORPORATED BY REFERENCE TO THIS
AGREEMENT) OR IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6 ABOVE.
9.
UPON COMPLETION OF THE MANUFACTURE AND SHIPMENT OF THE SHEATHS,
THE MANUFACTURER SHALL SUPPLY THE COMPANY WITH A LIST OF THE SHEATH'S RAW
MATERIALS REMAINING IN THE MANUFACTURER'S POSSESSION. THE COMPANY SHALL PURCHASE
FROM THE MANUFACTURER, AT THE MANUFACTURER'S PURCHASE PRICE, SAID REMAINING RAW
MATERIALS THAT ARE IN A USEABLE STATE WITHIN 10 BUSINESS DAYS AFTER RECEIPT BY
THE COMPANY OF SAID LIST.
10.
THE COMPANY SHALL REIMBURSE THE MANUFACTURER THE TOTAL SUM OF US
$16,700, AS FOLLOWS:
2
10.1
US $7,200 - FOR THE SIG SEALING MACHINE - WITHIN 15 DAYS OF
DELIVERY OF THE MACHINE TO THE COMPANY;
10.2
US $600 - FOR THE LABEL PRINTER - WITHIN 15 DAYS OF
DELIVERY OF THE PRINTER TO THE COMPANY;
10.1
US $900 - FOR THE GASKET MOLD - WITHIN 15 DAYS OF DELIVERY
OF THE MOLD TO THE COMPANY;
10.3
US $6,000 - FOR THE COMPANY'S SHARE FOR THE EXTRA PAYMENT
PAID BY THE MANUFACTURER TO SHEFFI ENGINEERING - WITHIN 15 DAYS OF THE DATE OF
SIGNATURE OF THIS AGREEMENT;
10.4
US $2,000 - FOR ZVI HAIM'S EXPENSES DURING HIS LAST VISIT
TO THE COMPANY - WITHIN 15 DAYS OF THE DATE OF SIGNATURE OF THIS AGREEMENT.
11
SECTION 21 OF THE MAIN AGREEMENT (MISCELLANEOUS) IS INCORPORATED
BY REFERENCE TO THIS AGREEMENT AND FORMS AN INTEGRAL PART HEREOF.
12
FOR THE SAKE OF CLARITY, APPENDIX "B" SHOWS THE STATUS OF THE OPEN
PURCHASE ORDERS FOR PRODUCTS, COMPONENTS, AND SERVICES THAT THE COMPANY HAS WITH
THE MANUFACTURER AS OF AUGUST 31, 2005.
THE PURCHASE ORDERS FOR PRODUCTS ARE TO
BE COMPLETED AND PROCESSED AS PROVIDED IN