Design and Manufacturing Sample Clauses
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Design and Manufacturing. QVC and the Company will cooperate and work in concert to develop designs (“Designs”) and prototypes (“Prototypes”) for the manufacture of the Products and Co-Branded Products. Company and Mizrahi or, in the event of (A) the death of Mizrahi or (B) the disability of Mizrahi, and the election of QVC not to terminate this Agreement pursuant to paragraph 6(c) in the event of either occurrence, a substitute designer mutually acceptable to Company and QVC, shall provide no fewer than 200 Designs to QVC during each License Period Year (as defined in paragraph 2(g) below) of the License Period. Prior to the manufacture of any specific Product line or Co-Branded Product line (each Product line or Co-Branded Product line, an “Item”), QVC will provide a production quality sample (each, a “Sample”) of each Item for the Company’s approval. Each Item produced, if any, by a Manufacturer will be an accurate reproduction in all material respects to the Sample. Further, the Company shall notify QVC of its approval or disapproval of any Sample within five (5) Business Days (as defined below) after Company receives such Sample. The parties will reasonably cooperate in an attempt to resolve any disapproval of, objections to or concerns with, the Sample. If, however, the Company fails to disapprove any Sample within five (5) Business Days of its receipt of such Sample, Company will be deemed to have approved such Sample. Company and Mizrahi acknowledge that as between them and QVC, QVC owns the Designs. “Business Day”, as used herein, shall mean any day except Saturday, Sunday and/or any other day on which commercial banks in Philadelphia, Pennsylvania or New York, New York are authorized by law to close.
Design and Manufacturing. 9
6.1 Seasonal Design, Time and Action Calendar…………………………………………..9 6.2 Overall Commitment to Quality…………………………………………………………..9 6.3 Samples of Manufactured Products……………………………………………………..9
Design and Manufacturing. 9 6.1 Seasonal Design, Time and Action Calendar…………………………………………..9 6.2 Overall Commitment to Quality…………………………………………………………..9 6.3 Samples of Manufactured Products……………………………………………………..9 6.4 Non-Conforming Products……………………………………………………………......9 6.5 Withdrawal of Approval……………………………………………..………………..….10 6.6 Assistance by Licensor………..………………………………………………………....10 6.7 Ownership of Designs…………………………………………………………………….11 6.8 Cost of Designs, Samples………………………………………………………………...11 6.9 Code of Conduct…………………………………………………………………………..11 6.10 Monitoring Program……………………………………………………………………...12 6.11 Third Party Manufacturing Agreement………………………………………………...12 6.12 Information About Third Party Manufacturers, ………………………………………12 6.13 Inspection of Facilities…………………………………………………………………...13 6.14 Compliance with Applicable Laws- Generally.…………………………………...…….13 6.15 Notice on Invoices………………………………………………………………….…….14 6.16 Meetings……………………………………………………………………………..…….14 6.17 Anti-Counterfeiting………………………………………………………………….……14 ARTICLE 7. BRAND DEVELOPMENT, SALES AND MARKETING 14 7.1 Best Efforts……………………………………………………………………………….....14 7.2 Sales and Deliveries…………………………………………………………………….......15 7.3 Reporting………………………………………………………………………………….....15 7.4 Sales/Marketing Plans ........………………………………………………………….....…15 7.5 Minimum Sales Levels………………………………………………………………….......15 7.6 Certain Sales Excluded…………………………………………………………………......15 7.7 Approved Customers……………………………………………………………………....16 7.8 Prohibited Sales………………………………………………………………………….....16 7.9 Showrooms and In-Store Shops………………………………………………………….17 7.10 Products for Licensor’s Use……………………………………………………………..17 7.11 Purchases By Licensor…………………………………………………………………...17 7.12 Purchases By Outlet Stores Owned or Operated by Licensor or its Affiliates……..18 7.13 Purchases By ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Stores, Websites and Franchisees…………………..18 7.14 Disposal of Off-Price Products…………………………………………………………..18 7.15 Penalties for Unapproved and Prohibited Sales……………………………………….19 ARTICLE 8. ADVERTISING 20 8.1 Guaranteed Minimum and Brand Advertising Payments………………………………20 8.2 Percentage Advertising Payment………………………………………………………...20 8.3 Media Plan and Licensor’s Advertising Spending……………………………………..21 8.4 Approval of Labels and Licensee’s Advertising……………………………………….22 8.5 Launch…………………………………………………………………………………...….22 8.6 Branded Shows………………………………………………………………………….....22 8.7 Trade Shows……………………………………………………………………………......23 8.8 Public Announcements…………………………………………………………………....23 ARTICLE 9. R...
Design and Manufacturing. 3.1 SUPPLIER undertakes that Products, Parts and Packaging are designed and manufactured to comply with the objectives of the Waste Electrical and Electronic Equipment Directive (WEEE) (2002/96/EC).
3.2 Upon request, SUPPLIER will provide PMS with environmentally-related information regarding all materials included in the Products, Parts and Packaging including as a minimum:
3.2.1 Necessary information for disassembling, recycling, reusing and treating Products, Parts and Packaging at end of life;
3.2.2 The location of dangerous substances and preparations in Products, Parts and Packaging;
3.2.3 Appropriate markings in accordance with the WEEE Directive requirements.
3.3 On the basis of best effort, SUPPLIER undertakes to participate in Philips’ and/or BUYER’s environmental programs, such as
3.3.1 Reduction of the weight and volume of Packaging and Packaging materials to as low as possible and to the technically necessary minimum, while maintaining basic Packaging functions including transportability, protection and communication of information;
3.3.2 Environmentally Conscious Design (EcoDesign), i.e., reducing the integral environmental impact of the product over its entire life cycle;
3.3.3 Reusability of Products, Parts and Packaging.
Design and Manufacturing. VEW and Syratech shall collaborate with respect to all aspects of merchandising and product development for the Licensed Property in order to take maximum advantage of each Party’s expertise, provided that all aspects of the design of the Licensed Property shall be subject to VEW’s approval, and Syratech shall not manufacture any pre-production sample, production sample or item of Licensed Property hereunder without VEW’s approval. Subject to the immediately preceding sentence, the design and manufacturing process hereunder with respect to items of Licensed Property shall be as follows:
Design and Manufacturing. ID No. Key Question short description Standards of reference
Design and Manufacturing