THE END USER AGREEMENT FROM VTAL.
5.
GENERAL OBLIGATIONS OF VTAL
5.1.
GENERAL OBLIGATIONS.
VTAL SHALL HAVE THE FOLLOWING OBLIGATIONS
WITH RESPECT TO PERFORMING ITS OBLIGATIONS HEREUNDER:
(A)
TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO TIMELY MANUFACTURE
AND SUPPLY
SUCH QUANTITY OF ORDERED APPLIANCES THAT EZEM AND/OR ITS CUSTOMERS
ORDERS AND TO MANUFACTURE AND SUPPLY THE APPLIANCE IN ACCORDANCE WITH THE
SPECIFICATIONS;
(B)
TO ABIDE BY ALL APPLICABLE LAWS, RULES AND REGULATIONS IN THE
TERRITORY, INCLUDING WITHOUT LIMITATION THOSE PORTIONS OF THE ACT, AS AMENDED,
WHICH APPLY TO THE MANUFACTURE AND DISTRIBUTION OF MEDICAL SOFTWARE AND DEVICES,
CURRENT FDA QUALITY SYSTEM REGULATIONS AND THE U.S. FOREIGN CORRUPT PRACTICES
ACT;
(C)
TO PROVIDE OR CAUSE TO BE PROVIDED ADEQUATE TRAINING AND
INSTRUCTION TO EZEM PERSONNEL IN ORDER TO ALLOW THEM TO PROPERLY SELL TO AND
TRAIN EZEM CUSTOMERS;
(D)
TO PROVIDE EZEM WITH APPROPRIATE DETAILS OF ALL MATERIAL
COMPLAINTS AND BUGS FOUND IN THE APPLIANCE OR OPTION, WHETHER SUCH COMPLAINTS OR
BUGS WERE DISCOVERED BY VTAL, CUSTOMERS OF VTAL, EZEM OR CUSTOMERS OF EZEM;
(E)
TO MAINTAIN AN ADEQUATELY TRAINED AND STAFFED TECHNICAL,
ENGINEERING AND MANUFACTURING SUPPORT GROUP IN ORDER TO FULFILL ITS OBLIGATIONS
HEREUNDER;
(F)
TO CONDUCT ITS BUSINESS IN A PROFESSIONAL MANNER, WHICH WILL
REFLECT POSITIVELY UPON EZEM AND THE APPLIANCE;
(G)
TO MAINTAIN ADEQUATELY TRAINED TECHNICAL STAFF TO RESPOND OR
ASSIST EZEM IN RESPONDING TO QUESTIONS AND/OR PROBLEMS CONCERNING THE APPLIANCE
SYSTEM FROM EZEM OR EZEM CUSTOMERS;
(H)
TO ASSIST EZEM IN ACQUIRING FROM THIRD PARTY SUPPLIERS DESIGNATED
BY VTAL THE APPLIANCE PLATFORM;
(I)
TO PROVIDE AND MAINTAIN ADEQUATELY TRAINED STAFF FOR THE
INSTALLATION AND MAINTENANCE OF THE APPLIANCE SYSTEM IN THE UNITED STATES.
5.2.
VTAL EXPENSES.
VTAL ASSUMES FULL RESPONSIBILITY FOR ALL ITS OWN
COSTS AND EXPENSES INCURRED IN CARRYING OUT ITS OBLIGATIONS UNDER THIS
AGREEMENT.
6.
ORDERS FOR PRODUCTS
6.1.
PURCHASE ORDERS.
EZEM SHALL SUBMIT PURCHASE ORDERS FOR THE
APPLIANCE TO VTAL IN WRITING (PREFERABLY BY FACSIMILE) AT LEAST FIFTEEN (15)
BUSINESS DAYS PRIOR TO ITS CONFIRMED DELIVERY DATE OF THE APPLIANCE (IT BEING
UNDERSTOOD THAT INSTALLATION WILL BE PROVIDED IN ACCORDANCE WITH THEN CURRENT
LEAD-TIMES), WHICH ORDERS SHALL INCLUDE THE FOLLOWING INFORMATION:
(A)
CUSTOMER IDENTIFICATION INFORMATION, INCLUDING, BUT NOT LIMITED TO
NAME, ADDRESS, TELEPHONE AND FACSIMILE NUMBERS;
(B)
QUANTITY OF COPIES;
(C)
REQUESTED DELIVERY AND INSTALLATION DATES;
(D)
SHIPPING INSTRUCTIONS AND SHIPPING ADDRESS; AND
(E)
IF APPLICABLE, ANY RELEVANT EXPORT CONTROL INFORMATION OR
DOCUMENTATION TO ENABLE EZEM AND VTAL TO COMPLY WITH APPLICABLE U.S. EXPORT
CONTROL LAWS.
6.2.
ACCEPTANCE OF ORDERS.
ALL PURCHASE ORDERS FROM EZEM ARE SUBJECT
TO ACCEPTANCE BY VTAL.
6.3.
DELIVERY TERMS.
ALL DELIVERIES OF THE APPLIANCE SHALL BE FROM
VTAL'S OR ITS DESIGNATED VENDOR'S FACILITIES.
VTAL SHALL CHARGE EZEM REASONABLE
AND CUSTOMARY SHIPPING CHARGES FOR THE SHIPMENT OF ANY APPLIANCE TO EZEM OR THE
CUSTOMERS, AS EZEM SHALL DESIGNATE IN ITS PURCHASE ORDER.
ALL RISK OF DAMAGE TO
OR LOSS OR DELAY OF THE APPLIANCE SHALL PASS TO EZEM UPON THEIR DELIVERY TO (I)
A COMMON CARRIER, OR (II) AN AGENT