Exhibit 10.31
CONFIDENTIAL TREATMENT REQUESTED
EXCLUSIVE DISTRIBUTION AGREEMENT
Agreement dated January, 1st 2002 between Bruker BioSpin GmbH, having its
principal place of business at Rheinstetten, Germany (the "Manufacturer") and
Bruker Optics Inc., a Delaware corporation, having its principal place of
business at Billerica, Massachusetts (the "Distributor").
WHEREAS, Manufacturer is engaged in the business of manufacturing analytical
instrumentation for Quality Control based on the principle of TD (time
domain)-NMR the Product (as hereinafter defined);
WHEREAS, Distributor is engaged in the business of selling and marketing goods
manufactured.
by others in the Territory (as hereinafter defined); and
WHEREAS, Distributor is desirous of being appointed an exclusive distributor of
the Product in the Territory.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, Manufacturer and Distributor hereby agree as follows:
1.
DEFINITIONS
1.1
Product.
The term "Product" shall mean
Manufacturer's product known as the TD-NMR Analyzer "the-minispec."
1.2
Territory.
The term "Territory" shall mean the
all countries of the world.
2.
EXCLUSIVE DISTRIBUTORSHIP
Manufacturer hereby grants to Distributor the exclusive right to sell the
Product during the Term (as hereinafter defined) to customers within the
Territory for delivery in the Territory, all in accordance with the terms and
conditions set forth herein.
3.
ORDERS AND PERFORMANCE
Distributor shall place orders for the Product with Manufacturer setting forth
the quantity of the Product ordered and the desired delivery date.
Manufacturer, after its acknowledgment and acceptance of the order, shall sell
the Product to Distributor for resale in the Territory.
No order shall be
binding unless acknowledged and accepted in writing by Manufacturer.
Manufacturer shall confirm its acceptance or rejection of an order within
fifteen (15) days after its actual receipt of such order.
The terms and
conditions of sale shall be those set forth in this Agreement and Exhibit A, and
any terms set forth in Distributor's order shall be of no force or effect.
The
Product sold to Distributor by Manufacturer shall be shipped F.O.B.
Manufacturer's plant to the destination of the Distributor.
Distributor shall
pay all freight insurance, duty and customs, and any other charge associated
with shipment or import of the Product.
CONFIDENTIAL TREATMENT REQUESTED
4.
PRICE AND PAYMENT
4.1
Prices.
The prices for the Product shall be as
established by Manufacturer from time to time.
Prices shall be subject to
change by Manufacturer from time to time by thirty (30) days' prior written
notice to Distributor; provided, however, that no such price change shall affect
orders accepted by Manufacturer prior to notifying Distributor of such price
change.
All prices are exclusive of all import duties and governmental excise,
sales, use, occupational or similar taxes.
4.2
Terms of Payment.
Payment shall be made by Distributor
separately for each order accepted by Manufacturer by cash remittance to be made
by Distributor to Manufacturer payable no later than thirty (30) days after
delivery to the F.O.B. point.
5.
MARKETING AND ADVERTISING
5.1
Distributor's Undertaking.
Distributor shall
exert its best efforts to promote the sale of the Product in the