Distributor hereby agree to share equally in the cost
and expenses related to the development and preparation of such promotional
materials; provided, however, any and all expenditures related to the
development and preparation of such promotional materials shall be approved in
advance by Vendor and Distributor.
8. PRODUCT RETURNS
8.1. Procedure. Distributor may return Products to Vendor for credit
or full reimbursement, as the case may be, only pursuant to this Section 8.
8.2 Updated Products. Distributor may return to Vendor for credit
against future purchases any Products for which a new version or upgrade has
been produced and offered for sale; provided, however, the new version or
upgrade must be of a material nature whereby the existing Products held by
Distributor are considered obsolete. All Products must be returned undamaged,
and all shipping charges
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shall be paid by Distributor. This clause does not apply to any Products that
have been in Distributor's inventory for more that one hundred and eighty (180)
calendar days.
8.3. Damaged Products. Promptly upon the receipt of a shipment of
Products, Distributor shall inspect the Products for damage or shortage. Within
ten (10) calendar days of receipt of the shipment, Distributor shall notify
Vendor of any damage or shortage. As soon as commercially practical after
receipt of notice, Vendor shall make complete any shipment in short supply. Any
Products damaged in shipment shall be returned to Vendor along with
documentation of the damage within thirty (30) calendar days of receipt by
Distributor, and Vendor will reimburse Distributor for the costs of freight
reasonably incurred by Distributor in returning the Products to Vendor. If
Vendor finds any Products returned for damage to not be damaged, Distributor
shall be subject to a restocking fee equal to fifteen percent (15%) original
purchase price of the non-damaged Products.
8.4. Defective Products. Distributor may, no later than one hundred
and twenty (120) calendar days after a Product is sold by Distributor to a
customer, return to Vendor, at Distributor's expense, any Product received by
Distributor from Vendor during the 120-day period prior to such return, which
Distributor or its customer believes to be defective. In the event that such
Product is defective, i.e., the failure of a Product to operate in accordance
with its published specifications, Vendor shall:
8.4.1. Reimburse Distributor for the costs of freight reasonably
incurred by Distributor in returning the Product to Vendor; and
8.4.2. Issue Distributor a credit against future purchases in an
amount equal to the purchase price paid by Distributor for the Product or, as
requested by Distributor, full reimbursement for the defective Products.
9. PRODUCT TESTING AND RESULTS
Whereas Vendor has organized and received the results from product
testing with respect to the Products, Vendor hereby agrees to make available to
Distributor the results of such product testing and grants to Distributor the
right to use such results in its promotional materials; provided, however,
Distributor may only use such results if Distributor complies with the
applicable terms of use as provided