any such program at any time;
(c)Promotional Material Review.
Distributor shall approve or reject, in its
reasonable discretion, any promotional information or material submitted by
Subdistributor for Distributor's approval within 30 days of receipt;
(d)Product Promotional Information.
Distributor shall provide reasonable
quantities usually made available by Distributor to its sales representatives
and distributors of current English-language Product promotional information and
material for use by Subdistributor in accordance with this Agreement;
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(e)Samples.
Distributor shall provide to Subdistributor at no charge samples
and prototypes that are not intended for resale.
Subdistributor shall promptly
return all samples and prototypes to Distributor on the expiration or earlier
termination of this Agreement as provided for in ARTICLE 7.
Distributor retains
all rights, title, and interest in and to all samples and prototypes before,
during, and after the Term;
(f)Loaned Instruments.
Within a reasonable amount of time following the
execution of this Agreement, Distributor will loan up to 2 sets of Instruments
to the Subdistributor.
Thereafter, Distributor may, at its discretion, loan
additional sets of Instruments to Subdistributor from time to time pursuant to
this provision.
Any Instruments loaned to Subdistributor pursuant to this
provision are referred to as "Loaned Instruments".
Subdistributor shall be
permitted, in turn, to loan the Loaned Instruments to Customers that have
purchased Products for use in connection with the Products; however, such Loaned
Instruments will remain the property of Distributor and may be retrieved and
retaken by Distributor at any time; and
(g)Monthly Reports.
Distributor shall keep records of all sales of Products
through Subdistributor hereunder and submit to Subdistributor on the fifteenth
day of each month a report ("Monthly Report") indicating its total sales through
Subdistributor hereunder for the immediately preceding month and the amount of
payments received by Distributor with respect to such sales for which
Subdistributor is entitled to Compensation under Error! Reference source not
found. ?
ARTICLE 4
Customer Orders
SECTION 4.1Solicitation of Customer Purchase Orders.
All purchase orders
solicited by Subdistributor from Customers are subject to approval, rejection or
modification by Distributor under SECTION 4.2.
Without limiting the generality
of SECTION 1.3, Subdistributor shall have no authority to enter into any
Purchase Contract on behalf of Distributor or to otherwise bind Distributor to
sell or deliver any Products to Customer.
Subdistributor shall promptly notify
Distributor with respect to all sales prospects in the Territory, including
forwarding to Distributor all Customer purchase orders, requests for quotation
and sales inquiries.
SECTION 4.2Distributor's Discretion to Accept, Modify or Reject Customer
Purchase Orders.
Distributor reserves the right, in its sole discretion, to:
(a) accept or decline any purchase order for Products received from any party
whether or not solicited by Subdistributor; (b) cancel, terminate, or modify any
Purchase Contract previously accepted by Distributor; or (c) negotiate any terms
and conditions of the Purchase Contract with Customer, including modifying the
purchase price or payment terms.
Subdistributor acknowledges that Distributor's exercise of discretion may result
in a reduction of or a delay in the payment of Compensation owed