Manufacturer
may reasonably determine to be competitive with the Products, without written
approval from Manufacturer. For purposes of clarification, during the term of
this Agreement, (i) Distributor shall be free to sell any Products to any
Non-Retail Customer located within the Territory (i.e., Sub-Distributor's rights
hereunder are non-exclusvie) and (ii) Sub-Distributor will not directly sell any
Products to any Retail Customer anywhere in the world or to any Non-Retail
Customer located outside of the Territory.
1
B.
Marketing and Support. Distributor will be solely
responsible to provide Sub-Distributor with all branding, logos, and marketing
materials to be utilized by Sub-Distributor in connection with Sub-Distributor's
marketing and promotion of the Products; provided, however, Sub-Distributor
shall bear all expenses related to reproduction and distribution of the same.
Sub-Distributor agrees to use its best efforts to promote, develop a market,
sell, and distribute the Products to Authorized Customers. Among such other
actions as may be necessary to generate sales of the Products, Sub-Distributor
will perform at its expense and to the reasonable satisfaction of Distributor
the following duties:
i.Sub-Distributor will engage in sales promotion activities in which the
Products shall be designated by their correct names and identified as the
Products of Manufacturer being marketed by Sub-Distributor as an independent
distributor.
ii.Sub-Distributor will process all sales by Sub-Distributor to Authorized
Customers.
iii.Sub-Distributor shall at all times conduct its business in a manner that
will reflect favorably on Manufacturer, Distributor and the Products and will
not engage in any deceptive, misleading, illegal, or unethical business
practice. In performing its obligations hereunder, Sub-Distributor agrees not to
make any representations or give any warranties or guarantees to any person with
respect to the Products, other than in compliance with Section 7.A. hereof or
otherwise expressly authorized in writing by Distributor.
iv.Sub-Distributor will comply with all applicable laws and regulations and will
not assist or participate in any violation of laws or regulations applicable to
Manufacturer, Distributor, or Sub-Distributor.
Sub-Distributor shall be responsible for all expenses incurred by it in
connection with the implementation and performance of its duties and obligations
under this Agreement, including, without limitation: (i) salaries or
compensation for its personnel; (ii) costs and expenses associated with
establishing and maintain its sales organization and offices; and (iii)
marketing, advertising, and promotion expenses.
2.
PURCHASE ORDERS; PRICING.
A.
Purchase Orders. Sub-Distributor shall order the Products in
accordance with the terms and conditions of this Agreement. Each order for the
purchase of the Products (a "Purchase Order") must be submitted to Distributor
by Sub-Distributor by email or Distributor's electronic data interchange (EDI)
system. Each Purchase Order shall specify (i) the quantity of the Products being
ordered, (ii) the applicable Wholesale Minimum Price (as defined below) for the
Products ordered, (iii) the price to be paid by Sub-Distributor to Distributor
for the Products ordered, (iv) payment terms granted by Distributor, and (v) the
requested receipt date and delivery instructions for the applicable Products
ordered. Receipt dates must be during the term of this Agreement, except
Sub-Distributor may