other than
for Services (including without limitation, payments, credits, product
allocations, and/or bill-back program amounts) within [*] of the end of the
month in which the determination was made that such compensation is owed to
Distributor. Exceptions must be resolved with Distributor's Accounts Payable
Department.
(g) Accounts Receivable Statement. Upon Distributor's request, the Company
will provide Distributor with a monthly accounts receivable statement of all
open transactions.
(h) Costs and Expenses. Except as otherwise expressly set forth herein,
Distributor will be responsible for all costs and expenses associated with
fulfilling its obligations under this Agreement.
4. Orders, Shipping, Delivery, Title and Risk of Loss.
(a) Product Purchase. Distributor will purchase Products exclusively from the
Company and in accordance with Exhibit A. Distributor will submit purchase
orders to the Company, which orders will be subject to the Company's acceptance
and approval.
(b) Format of Orders. Distributor will submit Distributor's orders in the
format requested by the Company. Distributor will ensure that each purchase
order identifies (i) the name of the Product; (ii) quantity ordered; (iii) the
requested shipment date; and (iv) delivery destination. The Company will accept
purchase orders at the List Prices in effect on the day the order is
transmitted.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24(B)(2) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
5
(c) Minimum Orders; Inventory Minimums. The Company and Distributor will set
mutually agreeable minimum purchase order amounts. Distributor will order
sufficient quantities of Products to ensure that Distributor will maintain
inventory levels at all times equal to [*], based on its historical sales of
Products in the Territory.
(d) Delivery Times. The Company will make commercially reasonable efforts to
ship all Distributor orders completely and to have Product from these orders
shipped to Distributor within five business days of Distributor's requested
shipment date. Notification of Product identified as backordered or unavailable
must be provided to Distributor, in writing, within one business day. This
notification will include the reason for the delay and the expected availability
date. The Company will honor Distributor's order for [*] from the date of the
order in the event that Product ordered is "backordered" and will not require
Distributor to re-order the Product.
(e) Shipping Labels. The Company will clearly label all cartons and pallets of
Products with the following shipping information:
Distributor Purchase Order #
Ship-From Address
Ship-To Address
Product Description
Item Number
Case Quantity
(NB: Distributor Item Number will also be included on the packing list inside
the carton)
(f) Shipping, Delivery, Title and Risk of Loss. The Company will ship all
Products purchased under this Agreement to Distributor's destination at its
distribution centers located at:
345 International Boulevard
5360 Capital Court Suite 400
Suite 102 Brooks,
KY 40109
Reno, NV 89502
Risk of loss for, and title to, Products ordered by Distributor will pass to
Distributor upon receipt of Product by Distributor.
(g) Drop Ship