supply of Products, and Distributor hereby accepts
such appointment, subject to and in accordance with the terms and conditions of
this Agreement.
Page 2 of 15
2.2 During the term of this Agreement, Kolin may not appoint another
person, firm or company as a distributor of Products in the Territory.
2.3 Kolin shall not supply or directly sell Products within the Territory,
and may refer to Distributor inquiries and orders received from any third party
for Products in the Territory.
2.4 Distributor shall be entitled to describe itself as Kolin's "Authorized
Distributor" for Products, but shall not hold itself out as Kolin's agent or as
otherwise being associated with Kolin in any capacity so as to legally bind
Kolin.
2.5 Distributor shall not promote, market, distribute or sell Products
outside the Territory, and shall use its best commercial efforts to secure from
Distributor's wholesale customers a written undertaking obliging each such
customer not to resell the Products outside the Territory. Should Distributor
promote, market, distribute or sell Products outside the Territory or otherwise
knowingly permit a wholesale customer to sell Products outside the Territory,
such violation shall be conclusively presumed to be a material breach of this
Agreement entitling Kolin to terminate this Agreement immediately, upon written
notice and without a right to cure. For purposes of this Clause 2.5, Distributor
shall be conclusively deemed not to have "knowingly permitted" a customer to
sell Products outside the Territory if Distributor shall have secured from such
customer a written undertaking not to do so, and Distributor does not encourage
or acquiesce in the violative sale.
3. PLACEMENT OF ORDERS FOR PRODUCTS
3.1 Kolin shall use its best efforts to supply Products to Distributor in
accordance with Distributor's orders.
3.2 Distributor shall not less than thirty (30) days before the beginning
of each Quarter place with Kolin its orders for Products to be delivered to
Distributor during that Quarter and shall give Kolin written notice of
Distributor's estimated orders for Products for each Year by no later than
30 days before the start of the Year.
3.3 All purchase orders shall be in writing and shall be deemed to have
been accepted upon Kolin issuing to Distributor a written acknowledgment of each
such purchase order.
3.4 Upon receipt and confirmation of a purchase order from Distributor,
Kolin shall promptly notify Distributor of the estimated delivery date of the
order. Kolin shall use its best efforts to deliver Distributor's orders on the
date specified in the purchase order.
Page 3 of 15
3.5 The title to any shipment of Products shall pass to Distributor upon
payment by Distributor of the invoice for such Products, plus all related costs
per Clause 4.3.
4. PRICE AND PAYMENT
4.1 Products sold by Kolin to Distributor shall be sold at the prices
agreed in writing by the Parties, as reflected in Kolin's purchase order
confirmations to Distributor.
4.2 All sums payable by Distributor for Products sold to Distributor under
this Agreement shall be paid to