PRINCIPAL SHALL ISSUE A REVISED PURCHASE ORDER.
6
C.
LATE DELIVERY. IF AGENT DETERMINES THAT IT IS UNABLE TO DELIVER PRODUCT
TIMELY AS PROVIDED IN AN ACCEPTED PURCHASE ORDER, AGENT SHALL IMMEDIATELY NOTIFY
PRINCIPAL AND PRINCIPAL SHALL HAVE THE RIGHT TO: (I) ACCEPT LATE DELIVERY; (II)
SPECIFY A MORE RAPID METHOD OF SHIPMENT WITH AGENT PAYING THE ADDITIONAL
TRANSPORTATION COST (SUBJECT TO AGENT'S USE OF BEST EFFORT TO EFFECTUATE
MANUFACTURERS AGREEMENT TO SUCH); (III) TERMINATE THE PURCHASE ORDER WITHOUT
LIABILITY OR PENALTY (SUBJECT TO AGENT'S USE OF BEST EFFORT TO EFFECTUATE
MANUFACTURERS AGREEMENT TO SUCH).
D.
EARLY DELIVERY. IF PRODUCT IS AVAILABLE FOR DELIVERY TO PRINCIPAL PRIOR TO
THE SPECIFIED OR REQUESTED DELIVERY DATE, PRINCIPAL SHALL MAKE REASONABLE EFFORT
TO ACCEPT THE PRODUCT. OTHERWISE, AGENT SHALL BE RESPONSIBLE FOR ARRANGING THE
PRODUCT TO BE PROPERLY STORED AND REDELIVERED ON THE SPECIFIED OR REQUESTED
DELIVERY DATE.
5.
RETURNS. RETURNS OF DEFECTIVE AND/OR NONCOMPLIANT PRODUCTS THAT ARE
UNDER WARRANTY BY AGENT (REFER TO SECTION 7 BELOW) SHALL BE SHIPPED PRE-PAID BY
PRINCIPAL AND AGENT SHALL BE CHARGED BACK FOR SHIPPING COSTS UNLESS OTHERWISE
SPECIFICALLY AGREED TO BY PRINCIPAL (SUBJECT TO AGENT'S USE OF BEST EFFORT TO
EFFECTUATE MANUFACTURERS AGREEMENT TO SUCH). PRIOR TO RETURN OF ANY PRODUCT,
PRINCIPAL SHALL NOTIFY AGENT IN WRITING, AND AGENT SHALL PROVIDE PRINCIPAL WITH
A RETURN AUTHORIZATION WITHIN FIVE (5) BUSINESS DAYS OF SUCH WRITTEN NOTICE.
UNDER NO CIRCUMSTANCES IS AGENT OR ITS MANUFACTURERS PERMITTED TO SELL TO ANY
PARTY OTHER THAN PRINCIPAL ANY PRODUCTS OR SAMPLE PRODUCTS MANUFACTURED UNDER
THIS AGREEMENT, INCLUDING PRODUCTS, SAMPLES AND PROTOTYPES THAT ARE RETURNED BY
PRINCIPAL AND THAT AGENT IS UNABLE TO REWORK TO MEET SPECIFICATIONS AND QUALITY
REQUIREMENTS.
IN ADDITION, AGENT AGREES TO SUBMIT TO PRINCIPAL A CERTIFICATE OF
DESTRUCTION IN WHICH AGENT IDENTIFIES THE DEFECTIVE PRODUCTS AND SAMPLE PRODUCTS
AND VERIFIES UNDER OATH THAT SUCH PRODUCTS AND SAMPLE PRODUCTS HAVE BEEN
DESTROYED.
6.
REPRESENTATIONS BY AGENT.
AGENT REPRESENTS AND WARRANTS THE
FOLLOWING, EACH OF WHICH SHALL BE DEEMED TO BE INDEPENDENTLY MATERIAL AND HAVE
BEEN RELIED UPON BY PRINCIPAL:
A.
AGENT IS A CORPORATION DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF
THE COUNTRY IN WHICH IT MAINTAINS THE OFFICE FROM WHICH IT SHALL PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT.
B.
AGENT HAS THE FULL RIGHT, POWER AND AUTHORITY TO EXECUTE AND DELIVER, AND
PERFORM FULLY AND IN ACCORDANCE WITH ALL OF THE TERMS OF, THIS AGREEMENT, AND
THE PERFORMANCE BY THE AGENT OF ALL OF ITS OBLIGATIONS AND COVENANTS HEREUNDER
DOES NOT AND WILL NOT VIOLATE ANY LAW OR REGULATION, AGREEMENT OR OTHER
INSTRUMENT TO WHICH AGENT IS A PARTY OR BY WHICH AGENT MAY BE BOUND.
C.
AGENT IS ENGAGED IN THE BUSINESS OF SOURCING PRODUCTS IN THE TERRITORY.
AGENT HAS THE REQUISITE EXPERIENCE TO PROPERLY SUPERVISE THE MANUFACTURE OF THE
PRODUCTS.
D.
AGENT WARRANTS AND REPRESENTS THAT IT WILL NOT KNOWINGLY OR INTENTIONALLY
MAKE ANY STATEMENT OR REPRESENTATION INCONSISTENT WITH THE TERMS AND PROVISIONS
OF THIS AGREEMENT IN ANY AFFIDAVIT, SPECIAL INVOICE, SPECIAL CUSTOMS