APPOINTMENT AND TERRITORY. 2.1 Effective as of 1 July, 2010 (the Effective Date), subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its sole distributor within Spain (the Territory) to resell the Products to Customers in the Field and the Territory, and Distributor accepts such appointment. Distributor shall not solicit customers for the Products outside of the Territory or the Field, or otherwise actively distribute, market or sell any Products outside of the Territory or the Field without written permission from the CEO of the Manufacturer. Subject to Distributor’s compliance with the terms and conditions hereof and during the Term, Manufacturer shall not appoint another distributor for the resale of the Products to Customers in the Field and the Territory.
2.2 Manufacturer reserves the right to modify any of the Products and their specification and to discontinue sale of any Product in accordance with Section 4.1 herein.
2.3 Recognizing the end use of the Products in healthcare, Distributor agrees to resell the Products only to Customers who have the technical skills and resources to use the Product in accordance with applicable laws in the Territory and the standard of care that could be reasonably expected in the healthcare industry. Distributor shall be an independent contractor, and no agency relationship, joint venture or partnership between the parties is created or shall be implied hereby. Distributor shall have no authority to, and agrees not to, bind Manufacturer to any obligation whatsoever. Distributor represents that it is competent under the laws of Territory to enter in to the Agreement and to act hereunder.
APPOINTMENT AND TERRITORY. 3.1 For the Term of this Agreement Gilardoni hereby appoints Vivid as:
(a) (i) the exclusive distributor of Gilardoni Systems for installation in the United States, Mexico and Canada;
(a) (ii) the exclusive distributor of (the FEP Platform as incorporated into) the Joint System for all countries of the World except Italy, Cyprus, Bulgaria, Tunisia, Brazil, Argentina, Libya, Iran and Romania.
(b) a non exclusive distributor of Gilardoni Systems for all countries of the World except Italy, Cyprus, Bulgaria, Tunisia, Brazil, Argentina, Romania, Libya and Iran.
(c) rights for the country of Greece shall be allocated among the parties at a later time. Vivid agrees not to solicit any order for installation of an FEP Product outside of the Vivid territories described above without Gilardoni's advance written consent. Vivid is not prohibited from accepting orders for FEP Products from customers in the European Union, for installation in the European Union but outside the Vivid territories described above, provided that it first demonstrates by documentary evidence that (1) the customer initiated the transaction, and (2) it took no action to solicit the order.
3.2 During the Term of this Agreement without the advance written consent of the other party:
(a) Neither Vivid nor Gilardoni shall market or sell for installation any x-ray-based system from any manufacturer other than Vivid or Gilardoni to inspect luggage, mail, parcels, or break bulk cargo; and
(b) Gilardoni will not itself market or sell FEP Products or any other x-ray based system to inspect luggage, mail, parcels, or break bulk cargo for installation in the territories assigned exclusively to Vivid, and will not appoint any other reseller or distributor with any right to market or sell FEP Products in the territories assigned exclusively to Vivid.
3.3 Notwithstanding any other provision of this Section 3, Gilardoni is not prohibited from selling to any third- party those components of its Gilardoni Systems which it sells separately in the normal course of its business (including but not limited to x-ray grids, tubes, and electronic assemblies such as inverters, monoblocs, and x-ray detector assemblies) either separately or assembled. This Subsection 3.3 does not apply and Gilardoni shall not sell components used in (or based on components used in) its FEP Platform in combinations that comprise an x-ray generator or a detector set for use in inspecting luggage, mail, parcels, or break bulk cargo in the t...
APPOINTMENT AND TERRITORY. Publisher hereby grants Co-Publisher the right to publish, distribute and sell each Book selected by Co-Publisher under Section 1 above exclusively throughout Europe. Co-Publisher's right to publish any Book in other territories shall be subject to the prior written consent of Publisher. Co-Publisher shall not, without the prior written consent of Publisher, which consent may be withheld for any reason or no reason, print or authorize the printing of copies of any Book other than by Publisher. Co-Publisher shall promote the sale of each Book actively throughout the territory granted to Co-Publisher under this Agreement.
APPOINTMENT AND TERRITORY. Vendor authorizes DPI to market, promote, sell and distribute the Products within the geographic region identified above (“Territory”).
APPOINTMENT AND TERRITORY. DISTRIBUTOR accepts appointment as a exclusive DISTRIBUTOR for the purpose of marketing by way of sale or lease, or otherwise, COMPANY'S products specified in Attachment "A", DISTRIBUTOR price list.
APPOINTMENT AND TERRITORY. Subject to the terms of this Agreement, SUNWAY hereby appoints DISTRIBUTOR as its non-exclusive Distributor to market, sell and distribute in North and South America ("Territory") full product line of Sunway family of products
APPOINTMENT AND TERRITORY. DISTRIBUTOR accepts appointment as a exclusive DISTRIBUTOR in the country of Japan for the purpose of marketing by way of sale or lease, or otherwise, COMPANY'S products specified in Attachment "A", DISTRIBUTOR price list.
APPOINTMENT AND TERRITORY. 2.1 Effective as of 1 July, 2010 subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its sole distributor within Singapore, Thailand, Vietnam, Malaysia, Laos, Cambodia, Brunei, Indonesia, the Philippines, and Hong Kong (the Territory) to resell the Products to Customers in the Field and the Territory, and Distributor accepts such appointment. Distributor shall not solicit customers for the Products outside of the Territory or the Field, or otherwise actively distribute, market or sell any Products outside of the Territory or the Field without written permission from the CEO of the Manufacturer. Subject to Distributor’s compliance with the terms and conditions hereof and during the Term, Manufacturer shall not appoint another distributor for the resale of the Products to Customers in the Field and the Territory.
2.2 Manufacturer reserves the right to modify any of the Products and their specification and to discontinue sale of any Product in accordance with Section 4.1 herein.
2.3 Recognizing the end use of the Products in healthcare, Distributor agrees to resell the Products only to Customers who have the technical skills and resources to use the Product in accordance with applicable laws in the Territory and the standard of care that could be reasonably expected in the healthcare industry. Distributor shall be an independent contractor, and no agency relationship, joint venture or partnership between the parties is created or shall be implied hereby. Distributor shall have no authority to, and agrees not to, bind Manufacturer to any obligation whatsoever. Distributor represents that it is competent under the laws of Territory to enter in to the Agreement and to act hereunder.
APPOINTMENT AND TERRITORY a) GLS hereby appoints the GA as its representative, and the GA hereby accepts such appointment, with such authority and duties as are hereinafter specifically limited and defined.
b) In the performance of the services set forth herein, GA will at all times be deemed an independent contractor, and nothing contained in this Agreement shall be construed to create the relationship of employer and employee between GLS and the GA, or between the GA and the Agent. Subject to the terms of this Agreement, the GA shall be free to exercise his/her own judgment as to whom he will solicit applications and the time and place of the solicitations. However, GLS, from time to time, may prescribe instructions, rules and requirements with respect to the conduct of the activities covered by, but not interfering with, the freedom of judgment and action of the GA, and to ensure that applications submitted by the GA will conform to the GLS method of conducting its business.
c) The territory within which the GA shall have the right to operate pursuant to the terms of this Contact shall be the State of Florida.
APPOINTMENT AND TERRITORY. Subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its exclusive distributor worldwide except for Japan and New Zealand, as its non-exclusive distributor in Japan and, commencing July 1, 1999 through the end of the Term, as its exclusive distributor in New Zealand (the "Territory"), to distribute, market and sell the Products to Customers in the Territory, and Distributor accepts such appointment. "Products" means only the articles listed on Schedule 1.1, including the i-STAT analyzers (the "Analyzers") and cartridges (the "Cartridges") listed thereon. Manufacturer agrees that, subject only to the prior fights of Xxxxxx Laboratories ("Abbott") under that certain Funded Research and Development and License Agreement dated as of August 3, 1998, as the same may be amended from time to time, between Manufacturer and Abbott, prior to offering any other or new products to any other person for resale in the animal health care market, it will first offer Distributor the opportunity to negotiate to have such products included as a Product hereunder on such terms and conditions as are mutually acceptable to the parties. "Customer" means any animal healthcare organization or animal healthcare individual that purchases Products, excluding individuals operating within human healthcare institutions. Manufacturer reserves the right, upon reasonable notice to Distributor, to modify any of the Products and their specifications and to discontinue sales of any Product. Recognizing the end use of the Products in healthcare, Distributor shall not solicit or sell any Products to Customers or other third parties which Distributor has reason to believe will redistribute or otherwise direct them for use to classes of customers not contained within the Customer class described above, and shall otherwise take all reasonable necessary actions to prevent sales of Products to classes of customers known by Distributor to be not contained within the Customer class described above. Upon request by Manufacturer, if and to the extent Distributor sells Products to customers outside the Customer class in violation of the above restrictions, Distributor will remit to Manufacturer an amount equal to the difference between (i) the amount of Net Sales collected by Distributor from sales of such Products and (ii) the Purchase Price paid to Manufacturer for such Products. Distributor represents that it is competent under the laws of the Territory to e...
