or Xign, Distributor's current
electronic invoice presentment system.
If Distributor is delinquent in payment
upon presentation of invoice and remains delinquent for seven (7) days after
written notice calling upon Distributor to pay, Distributor shall reimburse HBC
for any costs and expenses incurred by HBC in collecting such delinquent
amounts, including, without limitation, legal fees and costs including fees of
collection agencies, and interest computed at the
*** percent
*** per month or
part thereof from the due date(s) or the maximum legally permissible.
b.
Distributor acknowledges that it is aware that HBC and KO have
entered into a distribution coordination agreement (as it may be amended from
time to time, the "Distribution Coordination Agreement") under the terms of
which KO has agreed to facilitate and coordinate HBC and certain KO Bottlers
entering into distribution arrangements, and after such arrangements have been
entered into, to provide assistance with the collection and analyses of sales
and marketing information concerning the Products, review and potentially make
available for the benefit of HBC and KO various Distributor logistical
arrangements, facilities and systems, and provide other assistance.
In
consideration thereof, Distributor agrees to pay to KO a fee calculated in
accordance with the formula set forth on attached Exhibit F (the "Facilitation
Fee").
Each HBC invoice to Distributor will include the Facilitation Fee, which
shall be payable by Distributor in accordance with the terms of the applicable
HBC invoice.
HBC will in turn remit the Facilitation Fee received from
Distributor to KO on a monthly basis.
Distributor acknowledges and agrees that
(i) HBC may, at any time, assign to KO its rights to collect the Facilitation
Fee, which will allow KO to directly take action against Distributor to collect
any Facilitation Fee owing from Distributor, (ii) HBC may agree to pay or
provide KO with other fees or benefits as consideration for KO's performance of
its obligations under the Distribution Coordination Agreement, and (iii) to the
extent necessary, Distributor consents to the provisions of this Section 6.b.
7.
Title.
Title to the Products shall pass to Distributor upon
delivery of the Products to Distributor.
8.
Forecasts and Delivery.
a.
Distributor shall provide HBC with
*** forecasts describing the
volume of each SKU of Products that Distributor projects will be ordered during
each
*** period during the Term (as defined below) of this Agreement.
Distributor shall submit each updated forecast monthly in a format reasonably
acceptable to HBC no later than the first day of each month during the Term.
b.
Unless otherwise agreed in writing by the parties to this
Agreement, the Products will be tendered by HBC for delivery to Distributor in
full truckload quantities of particular Product lines and extensions but without
combining different Product lines in the same truckloads.
For the avoidance of
doubt, Monster and its extensions and Java Monster and its extensions are
different particular Product lines.
Subject to Distributor providing HBC
forecasts in accordance with Section 8.a. above, HBC agrees to (i) use
commercially reasonable good faith efforts