Distribution Agreement Terms and Conditions

1. DISTRIBUTION OPPORTUNITY

1.1 Exclusive distributor
As an exclusive distributor you have the exclusive right to distribute all MedicFX products in the country, region or continent specified by you and accepted by MedicFX. All customers in your region that contact MedicFX will be referred to you and all deliveries will be sent to you


1.2 MedicFX dealer
As a MedicFX dealer you do not have the whole range of MedicFX products to resell. A dealer is never exclusive in the chosen district but can be recommended by MedicFX for the specified product range/ categories in that region.


1.3 It is possible, to be an exclusive distributor of part of our range to a certain group of customers, like military in a certain country, if you have a specific affinity with this particular group.


2. MEDICFX
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 is trading since 2001. MedicFX creates realistic looking models for clinical simulation and training.


3. PRODUCTS
All the products in the A, B, C and F category that are in the price list, have photos on the website corresponding with the code. They can be ordered as they are, permitting slight changes in paint and hair-work.


3.1 For our custom made (M) products we need to deal directly with the customer to create the best possible model, but payment and delivery will still go via the distributor unless required otherwise by the distributor. Completely new to develop 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 but the distributor will be notified and any follow up purchases will go via the distributor.


4. INTELLECTUAL PROPERTY
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. MedicFX is however fully licensed to on 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.


5. ORDERS
To become an exclusive distributor of our whole range an initial sample order of at least NZ$10,000 has to be made, including at least 3 face overlays, 10 different strap on wounds, all the stick on sheets, a torso or belly and a baby manikin. The distributor chooses the items from the MedicFX price list and receives a discount of 30% of the recommended NZ$ retail price.

Distributors that only like to on sell 1 or 2 of the MedicFX categories A, B, C, and F agree to order a sample package of at least NZ$ 2,500 for each category.


5.1 Further orders may be placed when needed with a minimum quantity of NZ$5,000 and the same discount of 30% applies.


5.2 If orders exceed NZ$50,000 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 $50,000 per year.   If you can not maintain $50,000 per year, the discount will go to 15% and the distribution will not remain exclusive but still recommended.


5.3 All distribution channels will be evaluated at the start of the new financial year, in the first week of April and a new relevant price list will be sent out to all distributors.


5.5 To order, download the price list and just fill in the quantity wanted in the order column. Fill in all your details and tick the box that you have read the terms and conditions. Then sent both forms back to info@medicfx.com
When the forms are received an invoice will be sent out with an estimated date of delivery. At least 30% of the invoice has to be paid before we start preparing the order. Orders that have been paid in full are the first to be prepared.


5.6 For new to create models, orders with as many details as possible, only per email to info@medicfx.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.
After the 30% deposit is paid the order will be prepared as fast as possible.
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 issues are for the distributor.


5.7 MedicFX will not sell products directly to customers in regions where a distributor is assigned, but will automatically redirect to the distributor. Countries that not have a distributor can order straight from MedicFX by email.


6. PRICING
All prices on the price list are in NZD. If you want we can create an invoice based on different currencies. Any bank fees, FX fees, and charges for foreign transactions are payable by the distributor.


7. DELIVERY DATE
MedicFX will try to dispatch orders as fast as possible. Since all models are hand created large orders may take longer to sent 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 to create models or models that are very time consuming you will receive a estimated date of delivery.


8. WEBSITE
MedicFX has removed all pricing of the website so distributors are free to set their own price relating to their area. The price on the price-list is only visible for distributors and is the recommended retail price.


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 referral for distributors. All codes in the price-list correspond with the website and photos can be downloaded is desired. Photos on the website may change and products may be added during the year.

9. SERVICE
Most silicone models can be repaired when needed.. MedicFX offers a repair service at cost for all our products, ask 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.


10. WARRANTY
MedicFX warrants that the Models supplied will be of merchantable quality and reasonably fit for
the purpose(s) mentioned in the descriptions.


10.1 All products that are 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 repaired, 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.


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 still happens please sent a photo of the damaged item and we will sort things out. 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.


11. DISCLAIMER.
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 2 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.


12. LIABILITY
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 fulfil 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)


13. DISPUTES
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.


14. GENERAL
These term 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.