EXHIBIT 10.1
SUPPLY AGREEMENT
This Supply Agreement (the "Agreement"), dated as of March 16, 1992, between
Vision-Sciences, Inc., a Delaware corporation ("VSI"), and Asahi Optical Co.,
Ltd., a Japanese corporation ("Asahi"),
WITNESSETH:
WHEREAS, Asahi manufactures certain endoscope units and accessories; and
WHEREAS, VSI desires to purchase certain endoscope units, parts and accessories
from Asahi and Asahi desires to sell such products to VSI all upon the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:
SECTION 1:
PRODUCTS AND DEFINITIONS
1.1
PRODUCTS.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT,
ASAHI AGREES TO MANUFACTURE AND SELL TO VSI AND VSI AGREES TO PURCHASE FROM
ASAHI CERTAIN ASAHI COMPONENTS.
1.2
DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT CAPITALIZED TERMS
USED HEREIN SHALL HAVE THE FOLLOWING MEANINGS:
(A)
ASAHI COMPONENTS SHALL MEAN ANY STANDARD OR CATALOG DEVICES,
SUBASSEMBLIES AND COMPONENTS USED TO ASSEMBLE OR REPAIR VSI ENDOSCOPES.
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(B)
ASAHI INFORMATION SHALL MEAN ANY DESIGN DOCUMENTATION WHICH ARE THE
PROPERTY OF ASAHI AND UTILIZED IN THE MANUFACTURE OF ASAHI COMPONENTS, VSI
ENDOSCOPES OR ANY IMPROVEMENTS OF EITHER.
(C)
VSI ENDOSCOPE SHALL MEAN ANY ENDOSCOPE DESIGNED BY VSI WHICH
INCORPORATES A DISPOSABLE SHEATH ASSEMBLY INCLUDING DISPOSABLE CHANNELS AND
WHICH IS MANUFACTURED USING VSI INFORMATION.
(D)
VSI INFORMATION SHALL MEAN ANY DESIGN DOCUMENTATION, INFORMATION,
KNOWLEDGE, DATA, ISSUED OR PENDING PATENTS OR MATERIALS WHICH ARE THE PROPERTY
OF VSI AND UTILIZED IN THE MANUFACTURE OF VSI ENDOSCOPES OR ANY IMPROVEMENTS
THEREOF.
(E)
VSI SPECIFICATION SHALL MEAN ANY PRODUCT OR QUALITY STANDARD
SPECIFIED TO ASAHI BY VSI FOR ASAHI COMPONENTS TO BE PURCHASED BY VSI.
SECTION 2:
PURCHASE AND SALE OF PRODUCTS
2.1
QUANTITY.
DURING THE TERM OF THIS AGREEMENT, VSI WILL PROVIDE
ASAHI WITH A THREE MONTH FIRM WRITTEN PURCHASE ORDER FOR THE EXACT QUANTITY AND
VSI SPECIFICATIONS OF THE PRODUCTS IT SHALL PURCHASE DURING SUCH THREE MONTH
PERIOD.
ASAHI WILL CONFIRM PURCHASE ORDER WITH EXPECTED DELIVERY DATES WITHIN
FOURTEEN (14) DAYS.
ONCE ASAHI HAS CONFIRMED PURCHASE ORDER, ASAHI SHALL GIVE
EQUAL PRIORITY TO THE PRODUCTION AND DELIVERY OF PRODUCTS FOR VSI AS TO ANY SUCH
PRODUCTS OR SUBSTANTIALLY SIMILAR PRODUCTS PRODUCED FOR THE BENEFIT OF ASAHI.
NOTHING IN THIS AGREEMENT SHALL PROHIBIT VSI FROM MANUFACTURING OR CONTRACTING
WITH ANOTHER PARTY TO MANUFACTURE ANY VSI ENDOSCOPE.
2.2
PRICE.
ASAHI WILL PROVIDE VSI WITH FIRM PRICE QUOTATIONS PRIOR TO
PURCHASE ORDER.
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2.3
DELIVERY.
ASAHI SHALL DELIVER TO VSI ANY PRODUCTS ORDERED BY VSI
IN FINISHED FORM ACCORDING TO VSI SPECIFICATIONS AND PACKAGED IN THE MANNER
REQUESTED BY VSI.
ASAHI SHALL SHIP VSI'S ORDERS TO SUCH LOCATIONS AS VSI MAY
FROM TIME TO TIME HEREAFTER DESIGNATE IN WRITING TO ASAHI, F.O.B. ASAHI'S PLACE
OF MANUFACTURE.
SHIPPING COSTS WILL BE ADDED TO VSI'S INVOICE OR SHIPPED
FREIGHT COLLECT.
IF ASAHI FAILS TO MEET VSI'S DELIVERY REQUIREMENTS AND VSI