Distribution Agreement Terms and Conditions
DISTRIBUTION OPPORTUNITY 2020
MEDICFX products look and feel realistic. We know from experience that potential customers need to see and feel our products. We cannot be everywhere all the time, so we are looking for honest and reliable distributors around the world.
All distributors must comply with purchasing samples to showcase our products to their full potential. We will offer a discount of 30% on each item.
A MEDICFX dealer / distributor has the right to distribute all MEDICFX products in the country, region or continent specified by you and accepted by MEDICFX. You will be added to our website and recommended as preferred distributor for the specific region.
You do not have to resell the whole range of MEDICFX products. There will be no other distributors / dealers appointed in the same region.
MEDICFX is the medical division of BodyFX New Zealand Ltd. and is trading as a separate entity. BodyFX is New Zealand’s largest special FX company and has been trading since 2001.
The MEDICFX division creates realistic looking models for clinical simulation and training.
All MedicFX products have photos on the website corresponding with a code. They can be ordered as they are shown in the photo. Models that are out of stock may be ordered also, permitting slight differences in paint and/ or hair-work. [unless items are no longer in production]
3.1 For our custom made products we need to deal directly with the customer to create the best possible model, but if ordered through a distributor, payment and delivery will go via the distributor unless required otherwise. Completely new developed, custom made models can only be dealt with directly by MEDICFX
3.2 If a new custom made model, that does not occur on the MEDICFX website, is requested via the distributor, payment and delivery will still go via the distributor unless required otherwise. However if a request for a new custom made model comes directly to MEDICFX it will be dealt with directly.
All products and models from MEDICFX are hand made and designed by MEDICFX New Zealand and have no copyright claims from other parties, with the exception of the products with the MOR code. These products are developed and created by MEDICFX for Auckland Uniservices ltd. who owns the IP rights of these products. Full set up and use instructions for these models can be found onWww.networkz.nz (cont.)
(cont.) MEDICFX is fully licensed to sell these products to third parties.
All intellectual property for new to create models will stay with MEDICFX unless otherwise specified in writing and agreed / signed off by MEDICFX.
To become a distributor for our whole range an initial sample order of at least NZ$5,000 or US $3,500 has to be made. (recommended sample kit is 3 face overlays, 10 different strap on wounds, all the stick on wound sheets, a training device, a torso or belly or baby manikin.) The distributor chooses the items from the MEDICFX price list and receives a discount of 30% of the recommended NZ$ retail price.
Distributors that only like to promote some of MedicFX categories agree to order a sample package of at least NZ$ 2,500 for each category and also receive a discount of 30% of the recommended retail price.
5.1 Further orders may be placed when needed and the same discount of 30% applies.
5.2 If orders exceed NZ$30,000 per annum the discount will be continued in the following year. It is expected that distributors will be able to maintain a minimum order rate of $30,000 per year. If you can not maintain $30,000 per year, the discount will go to 20% for the next year.
5.3 All distribution channels will be evaluated at the start of the New Zealand financial year, in the first week of April and a new relevant price list and updated information will be sent out to all distributors.
5.4 To order from the website:
Add all your required items to the cart. When you are an established distributor the 30 % discount will be automatically deducted at the check out. There is also the option to ask for a quote through the website.
5.5 To order via Email:
Send all required code numbers and names to firstname.lastname@example.org. Upon receiving you will be send a quote (if desired in your preferred currency)
5.6 Orders for new custom models have to be placed with as many details as possible and only through email email@example.com.
Once the order is received by MEDICFX a quote will be sent out. When a quote is accepted we need a purchase order number, full delivery address and further contact details, for the invoice to be sent out. For orders over NZ$10.000 and for custom made models a deposit of 30% is required.
After the 30% deposit is paid the order will be prepared as fast as possible. Photos and updates about the new model can be supplied at all times.
When the order is ready for dispatch the balance has to be paid including the shipment cost. As soon as payment is cleared the order will be dispatched.
As soon as the order has left our premises a tracking notice will be sent out to the distributor and all freight, customs or insurance queries are the distributors responsibility.
All prices on the price list are in NZD. If you want we can create an invoice based on different currencies. Any bank fees, TAXfees, and charges for foreign transactions are payable by the distributor.
MEDICFX will try to dispatch orders as fast as possible. Since all models are hand created large orders may take longer to send out. It is possible to have part of your order sent out faster, but extra shipping cost will be added. Smaller orders will be sent out between 2 and 4 weeks. For orders with new custom models or models that are very time consuming you will receive an estimated date of delivery.
MEDICFX has recommended retail prices in NZD on the website. Distributors are free to set their own price relating to their area. We recommend matching our RRP.
8.1 MEDICFX will add a list of recommended distributors per country.
The distributor needs to supply all contact details and promotional information including website to be added on the MEDICFX website distributor page.
8.2 The MEDICFX website will be visible for everyone and can be used as a referral for distributors. Photos and text can be downloaded if desired. Photos and pricing on the website may change and products are added during the year.
Most silicone models can be repaired when needed. MEDICFX offers a repair service at cost for all our products, do asks for a free quote. Also there are repair sets available for purchase, with full instructions on how to repair your model in the best possible way.
MEDICFX guarantees that the Models supplied will be of merchantable quality and reasonably fit for the purpose(s) mentioned in the descriptions. If at any time the product is not up to the standard MEDICFX will come up with a satisfactory solution.
10.1 Products that are received faulty or damaged need to be notified with photo of the damage within a week after receiving the products. If the damage or fault is due to fabrication or packaging faults, the faulty product can be returned and replaced or refunded. If the damage is due to malpractice or forcefully opening the packaging the products can still be repaired but repair cost will apply. We are not liable for damages incurred during freight.
10.2 MEDICFX offers a 6 month warranty on the silicone parts of your model. With normal careful use no rips or tears should occur. If this has happened please send a photo of the damaged item and we advise accordingly.
All hair-work on models have been carefully punched in. This is a delicate procedure and it needs to be treated with care. As it is possible for hairs to fall out due to rough handling or excessive cleaning, there is no warranty on any punched in hair-work.
All MEDICFX products are handmade and hand painted by artists and technicians in New Zealand. We pride ourselves of making everything unique so even when creating two the same models the end products may be looking slightly different from each other and from photos on websites. If required, detailed photos of your custom made order can be sent out during the fabrication process and before dispatch, to make sure you are happy with the products.
The maximum aggregate liability of MEDICFX to any distributor under or in connection with this Agreement is limited to an amount equal to the total amount of the deposits paid by distributor. If MEDICFX is unable to fulfill any obligations all money paid in advance will be refunded straight away. MedicFX will not be liable to any distributor for any loss of profit, revenue, savings, business or goodwill, or for any consequential, indirect, incidental or special damage or loss of any kind.
12.1 A party will not be liable for any failure or delay in performance of any obligations to the extent such failure or delay is due to a Force Majeure Event. (Unforeseen environmental catastrophe or death)
The parties shall meet and discuss in good faith any dispute between them arising in connection with these terms and conditions. In respect of any dispute a distributor must not issue any legal proceedings or start any actions to discredit the MEDICFX reputation, unless first taken reasonable steps to resolve the issue.
These terms and conditions shall be governed and construed in accordance with the laws of New Zealand and the parties submit to the exclusive jurisdiction of the courts of New Zealand. By ordering from MEDICFX and accessing and using our website all customers agree to these written terms and conditions.