(2) month lead time for manufacturing to fulfill an order.
Section 2.04
EDI. Vendor shall exchange data with Distributor through the
Electronic Data Interchange ("EDI") using, without limitation, the following
transaction sets: i) 810 Invoice, ii) 820 Payment Order/Remittance Advice; iii)
850 Purchase Order; iv) 856 Advanced Ship Notice/Manifest (including, without
limitation, purchase order number, carrier, expected delivery date and location,
item description and quantities, and cost; v) Trace Sales Date. Specific data
fields and any other requirements will be communicated in writing by Distributor
to Vendor from time to time. Distributor may charge Vendor a fee, as mutually
agreed upon by the parties, for data not exchanged via EDI.
ARTICLE III
PAYMENT
Section 3.01
Pricing. Vendor will offer the Products to Distributor at the
price(s) set forth on Exhibit A (the "Price List"). Vendor reserves the right,
in its sole discretion, upon 90 days advance written notice to Distributor, to
change the prices listed on the Price List. In each case in which the prices on
the Price List are changed by Vendor, Vendor shall deliver to Distributor a
revised Price List, which will be deemed a part of this Agreement; provided,
that no price change shall affect orders submitted to Vendor prior to such
change.
Section 3.02
Payment Terms. Amounts due and payable with respect to a Product
to be delivered by Vendor shall be paid 2% 30, net 31. All payments to Vendor
under this Agreement shall be made, at Distributor's option, by credit card,
EDI, Automated Clearing House (ACH), or electronic wire transfer to an account
designated by Vendor in writing from time to time.
Section 3.03
Delivery and Risk of Loss. All orders will be FOB Distributor's
warehouse. Legal title to and risk of loss of all Products purchased by
Distributor hereunder will be transferred to Distributor upon Products being
accepted at Distributor's warehouse. In the event that any Products are damaged
during shipment to Distributor or are otherwise defective, Distributor shall
notify Vendor and provide reasonable substantiation. At Distributor's election,
Vendor shall either promptly deliver substitute Products to Distributor or issue
Distributor a full credit for the same.
Section 3.04
Floor Stock Adjustment. Vendor agrees to provide a floor stock
adjustment when Vendor decreases price of an item and Distributor has inventory
on hand at the old price. Such floor stock adjustment shall be equal to the
difference in old versus new price multiplied by the amount of inventory on hand
at the old price.
Section 3.05
Product Expiration. Distributor may return any unsold Products to
Vendor within ninety (90) days of such Product's expiration date and Vendor
shall promptly provide to Distributor a full refund for the cost of such
returned Product at the price paid by Distributor for such Product.
Section 3.06
Reporting Distributor will provide Vendor with a quarterly sales
report, by state within the Territory ("Report"). The Report will be provided no
later than 30 days after the end of the quarter. Vendor will pay a fee of 2% of