B AND C ATTACHED HERETO ("SERVICE
FEES").
THE SERVICE FEES SHALL BE EFFECT FOR NEXT THIRTY SIX (36) MONTHS
COMMENCING FROM THE EFFECTIVE DATE.
3.2
UNLESS THE REIMBURSEMENT COST AND OTHERWISE
AS SPECIFIED IN THIS AGREEMENT, TTBK IS ENTITLED TO CHANGE OR INCREASE THE
SERVICE FEES DUE TO ADDITIONAL OPERATIONAL REQUIREMENT AND/OR CHANGE IN PROCESS
SPECIFICATIONS.
CATALYST CAN REQUEST FOR A TOTAL REVIEW OF EXISTING SERVICE
FEES SHOULD MARKET CONDITIONS WARRANT IT AND WHEN THE PREVAILING COMPETITIVE
BIDS ARE SUBSTANTIALLY LOWER THAN THOSE OF TTBK.
ANY ALTERATION TO THE SERVICE
FEES MUST BE AGREED UPON BETWEEN CATALYST AND TTBK IN WRITING.
3.3
THE SERVICE FEES FOR THE SERVICE SHALL BE
COMPUTED AS A TOTAL REIMBURSEMENT COST DIVIDED BY THE TOTAL NUMBER OF UNITS
SHIPPED, WHEREBY THE REIMBURSEMENT COST IS DEFINED AS TOTAL COST INCURRED PLUS
TEN PERCENT (10%).
MORE DETAILS OF THE SERVICE FEES FOR FINISHED GOODS
DISTRIBUTION ARE SUBSTANTIALLY SET FORTH IN APPENDIX B.
3.4
PAYMENT OF THE SERVICE FEES SHALL BE MADE BY
CATALYST TO TTBK WITHIN 30 DAYS FOR ALL SERVICES RENDERED EXCEPT FOR THE
REIMBURSEMENT COST WHEREBY PAYMENT ITEM IS 7 DAYS FROM THE DATE OF INVOICES
ISSUED BY TTBK.
TTBK RESERVES THE RIGHT TO CHARGE INTEREST ON INVOICE
OUTSTANDING FOR MORE THAN 30 DAYS AT THE RATE OF ONE AND A HALF PERCENT (1.5%)
PER MONTH.
4.
INSURANCE
4.1
CATALYST SHALL ENSURE AND PROVIDE SUFFICIENT
COVERAGE OF INSURANCE ON THEIR MACHINERIES, DEVICES PERIPHERALS, COMPONENTS AND
EQUIPMENT, IF ANY, PROCURED AND SUPPLIED TO TTBK FOR THE PURPOSE OF THE SERVICES
UNDER THIS AGREEMENT.
5.
INDEMNITY
5.1
TO THE EXTENT PERMITTED BY APPLICABLE LAWS,
THIS AGREEMENT OR OTHERWISE AGREED BY BOTH PARTIES, FOR EACH INCIDENT THE
PARTIES HEREBY AGREE THAT THE LIABILITY OF TTBK HEREUNDER FOR DIRECT DAMAGES
INCURRED DUE TO THE NEGLIGENCE OR DEFAULT OF TTBK, EXCLUDED THOSE FROM FORCE
MAJEURE, INCURRED FROM ANY FORM OF ACTION AS SPECIFIED IN CLAUSE 6, IF IT IS
REQUIRED TTBK TO PAY CATALYST, THOSE COST MUST BE REASONABLE, PROVABLE AND
EXAMINABLE ACTUAL EXPENSES.
5.2
TTBK SHALL NOT BE LIABLE FOR ANY DAMAGE TO
OR DESTRUCTION OF MACHINERIES, EQUIPMENTS, COMPONENTS, PERIPHERALS OR MATERIALS
PROCURED OR SUPPLIED BY CATALYST, IF THE MACHINERIES, EQUIPMENTS, COMPONENTS,
PERIPHERALS OR MATERIALS BECOME MALFUNCTIONING, DAMAGE OR DESTRUCTION DURING THE
TERM OF THIS AGREEMENT OTHER THAN THE DIRECT DAMAGE PROVIDED IN CLAUSE 5.1
2
ABOVE, CATALYST AGREES TO REMEDY THE SITUATION AS ITS OWN COST AND EXPENSES AND
SHALL REIMBURSE TO TTBK FOR ANY COST AND EXPENSES WHICH TTBK PAYS IN ADVANCE FOR
SOLVING THE DEFECT OR DAMAGE OF THE MACHINERIES, EQUIPMENTS, COMPONENTS,
PERIPHERALS OR MATERIALS UNLESS DAMAGE OR DESTRUCTION IS DUE TO NEGLIGENCE OR
DEFAULT BY TTBK.
5.3
IN CONSIDERATION OF THE PROVISIONS OF THE
SERVICES UNDER THIS AGREEMENT, CATALYST HEREBY AGREES, NOTWITHSTANDING THE
SERVICE FEES OR ANY REMUNERATION THAT HAS BEEN OR MAY BE PAID- TO TTBK, THAT
TTBK AND ITS EMPLOYEES OR REPRESENTATIVES SHALL BE INDEMNIFIED AND HELD
HARMLESS, TO THE FULLEST EXTENT PERMITTED BY LAW, FROM AND AGAINST ALL TAXES,
CUSTOMS DUTY,