Case 12 04
Case 12-04 Hemo-Tech Inc. Part I Hemo-Tech Inc. (“Hemo”) manufactures and sells specialized medical equipment and services to physicians and hospitals. The equipment is used to extract and store blood samples from patients. Hemo is currently marketing its latest equipment model, BIO-07, which includes Hemo’s new patented technology that significantly improves sample collection efficiency and reduces contamination risk to a low level. Hemo is the only company in the United States that sells this type of equipment with the next-generation technology. Hemo’s domestic competitors sell equipment that is largely the same as Hemo’s older equipment model, BIO-02. Hemo entered into a contractual arrangement with Extract Co. (“Extract”). Extract operates several hospitals in Region X. Below is a term sheet that summarizes the arrangement, which also includes various excerpts from the sales agreement.
Equipment and Services Agreement This agreement is effective as of July 1, 20X1 (the “Effective Date”), by Hemo-Tech Inc. (“Hemo”) and Extract Co. (“Extract”). Whereas, Hemo manufactures and sells equipment, model BIO-07, used for extracting and storing blood samples; whereas, Hemo sells related supplies and services; whereas, Hemo agrees to provide such products and services as specified in Article 1 on an exclusive basis to Extract within Region X for a term of five years; and whereas, Extract desires to purchase such products and services in exchange for compensation as specified in Article 2. Article 1: Products and Services 1.1 Equipment. Hemo will deliver five units of BIO-07 (the “Equipment”) to Extract no later than 15 days after the Effective Date. Extract may purchase additional units subject to separately negotiated purchase orders. Each unit will be delivered with five detailed product manuals. 1.2 Equipment Supplies. Hemo will deliver 50 boxes of supplies with the Equipment. Extract may purchase additional boxes at a discount of 33 percent off the list price for
Equipment and Services Agreement This agreement is effective as of July 1, 20X1 (the “Effective Date”), by Hemo-Tech Inc. (“Hemo”) and Extract Co. (“Extract”). Whereas, Hemo manufactures and sells equipment, model BIO-07, used for extracting and storing blood samples; whereas, Hemo sells related supplies and services; whereas, Hemo agrees to provide such products and services as specified in Article 1 on an exclusive basis to Extract within Region X for a term of five years; and whereas, Extract desires to purchase such products and services in exchange for compensation as specified in Article 2. Article 1: Products and Services 1.1 Equipment. Hemo will deliver five units of BIO-07 (the “Equipment”) to Extract no later than 15 days after the Effective Date. Extract may purchase additional units subject to separately negotiated purchase orders. Each unit will be delivered with five detailed product manuals. 1.2 Equipment Supplies. Hemo will deliver 50 boxes of supplies with the Equipment. Extract may purchase additional boxes at a discount of 33 percent off the list price for