Distributor Obligations. The Distributor must comply with the Electricity (Hazards from Trees) Regulations 2003.
Distributor Obligations. Distributor shall:
(a) market, advertise, promote, and sell the Goods to Customer s in a manner that reflects favorably at all times on Goods and the good name, goodwill and reputation of Seller and consistent with good business practice , in each case using its best efforts to maximize the sales volume of the Goods;
(b) maintain a place or places of business in the Territory, including adequate office, storage, and warehouse facilities and all other facilities as required for Distributor to perform its duties under this Agreement in a location or lo cations approved by Seller;
(c) provide Seller a purchase order and communicate the delivery timelines to the Customer once those timelines are provided to the Distributor by the Seller;
(d) have sufficient knowledge of the industry and products competitive with each Good (including specifications, features, and benefits) so as to be able to explain in detail to Customers:
(i) the differences between the Good and competing products; and
(ii) information on standard protocols and features of each Good;
(e) unless otherwise defined to the contrary in this Agreement, observe all directions and instructions given to it by Seller in relation to the marketing, advertisement, and promotion of the Goods, including Seller’s sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by Seller;
(f) not use any promotional and marketing materials, whether prepared by Distributor or others, without the prior written consent of Seller.
(g) establish and maintain a sales and marketing organization sufficient to develop the market potential for the sale of the Goods, and independent sales representatives, facilities, and a distribution organization sufficient to make the Goods available for shipment through Distributor to each Customer within the agreed upon timeframe from receipt of order;
(h) develop and execute a marketing plan sufficient to fulfill its obligations under this Agreement;
(i) not make any materially misleading or untrue statements concerning Seller or the Goods, including any product disparagement or “bait-and-switch” practices;
(j) unless otherwise prohibited by law promptly notify Seller of any complaint or adverse claim about any Good or its use of which Distributor becomes aware;
(k) submit to Seller complete and accurate monthly reports regarding inventory, marketing, and sales of the Goods in a computer-readable format and containing the scope of informatio...
Distributor Obligations. During the Term, Distributor shall:
(a) Information and Support. Distributor shall provide any information and support reasonably requested by Subdistributor regarding the marketing, promotion, solicitation of orders, and distribution of Products under this Agreement;
Distributor Obligations. You, as Distributor, represent and warrant to Entegris that you will:
A. Perform as a stocking distributor or manufacturer's representative as specified below and use your best efforts to stock, market and sell products within your Area of Primary Responsibility.
B. Refer to us all inquiries received by you for the sale of the products outside your Area of Primary Responsibility and otherwise refrain from facilitation of sales through you outside of your territory.
C. Not enter into any contracts or other commitments binding us without our prior written consent.
D. Not make any representation or give any warranty relating to the products other than those expressly stated in Entegris' written sales documents. You will be exclusively liable for any other representations and warranties and will indemnify and hold Entegris harmless from any claims (including, without limitation, Entegris' attorney fees) arising from any unauthorized representations and warranties.
E. With reasonable notice make yourself available for instruction or discussion as deemed necessary by Entegris.
F. During the term of this Agreement you will refrain from selling, and refrain from having any involvement or connection with the sale of, any products or services competitive with those of Entegris. Entegris shall be entitled to enforce the provisions of this Section by a temporary restraining order and temporary and permanent injunctions (collectively, "specific performance").
G. Not make any purchase on our behalf or pledge our credit.
H. Sell our products under the Entegris-Registered Trademark-, Inc. label.
I. Keep your account current: Net 30 days from date of invoice. If during a quarter the Distributor becomes delinquent in its payment to Entegris, without approval, the Distributor will be subject to a discount penalty. The penalty will be calculated as a 2% reduction in the Distributor's discount for all of Distributor's purchases during the subsequent quarter ("subsequent quarter"). If at the end of the subsequent quarter the Distributor's payment performance is current, the standard discount will be reactivated for the next succeeding quarter. If Distributor's account is not brought current by the end of the subsequent quarter, the Distributor may be terminated immediately.
J. Report Distributor sales monthly. Reports must be submitted to Entegris on or before the 20th day of the subsequent month. Subject to Entegris' right to revise the reporting requirements at any time, the ...
Distributor Obligations. During the Term, Distributor shall: Shipment of Products and Instruments. Subject to Product availability and the terms and conditions of this Agreement, Distributor shall use reasonable efforts to fill Subdistributor’s orders for Products and Instruments, which are accepted by Distributor. It is understood by the Parties that expected delivery times will vary according to manufacturing and other conditions and that all delivery dates are estimates.
Distributor Obligations. In order to provide maximum protection and quality service to each of the Party’s customers, when acting as a distributor of the other party’s products (in each such instance, referred to herein as a “Distributor”) HBIO and XXXX each agree to comply with the following obligations. Failure to achieve and maintain such compliance shall constitute a material breach of this Agreement.
2.1 Distributor represents that: (a) the execution of this Agreement will not cause Distributor to breach any Agreement with any Third Party; and (b) so long as it continuing to act as Distributor to the other party hereunder for any particular product, with respect to such product, it has and shall use commercially reasonable efforts to maintain at all times the facilities, resources, personnel and experience to promote, advertise, market, and sell such product of the other Party and to otherwise perform its obligations under this Agreement. Distributor shall use commercially reasonable efforts to promote, market, distribute and sell the products and shall not perform any act which may hinder or interfere with the supply and/or marketing of the products. For purposes of this Agreement, “commercially reasonable efforts” means not less than the efforts used by HBIO immediately prior to the Separation Date (as defined in the Separation and Distribution Agreement) to support the research applications of isolated organ and tissue products (but for the avoidance of nay doubt, expressly not including efforts pertaining to the XXXX Business or employees that will be moving to the XXXX Business as conducted by and at HBIO prior to the date hereof or thereafter), e.g., maintaining the sales force, applications specialists and technical support in the US and Europe, maintaining demo and sales inventory plus periodic outbound marketing consistent with its past practices. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall require HBIO or XXXX to provide services to the other unless expressly required hereby.
2.2 The Parties acknowledge and agree that XXXX’x use of the xxxx “HARVARD APPARATUS’ is at all times subject to the terms, conditions and restriction set forth in the Sublicense Agreement, dated December 8, 2012, by and between XXXX and HBIO (the “Sublicense Agreement”). The rights and obligations of the Parties in this paragraph are at all times subject to the Sublicense Agreement. Distributor shall not delete or alter any of the other...
Distributor Obligations. Subject to Section 7, Supplier shall not terminate its obligation to supply Buyer's System nor shall Supplier withhold delivery of Product from any non-defaulting member of Buyer's System or any non-defaulting Distributor due to nonpayment or other default by a Distributor or a member of Buyer's System.
Distributor Obligations. Buyer shall not terminate its obligation to purchase, or cause to be purchased, Product from Supplier due to nonpayment or other default by a Distributor.
Distributor Obligations. At its own expense, Distributor shall use its best efforts to obtain all necessary Marketing Authorizations within the Territory. Specifically, Distributor agrees that it will undertake to manage, at Distributor’s expense, all animal trials and human clinical trials required to obtain the Marketing Authorizations. These approvals will be obtained jointly in the name of Micrus and Distributor. Upon termination of this Agreement, Distributor agrees to transfer all of its rights, title and interest in and to such approvals to Micrus, or any third party as may be designated in writing by Micrus. Distributor shall provide Micrus with written quarterly progress reports of its efforts to obtain Marketing Authorizations. Distributor agrees not to sell or distribute the Product in any geographic region within the Territory until such time as all Marketing Authorizations in such geographic region have duly been obtained, and to act at all times in a manner consistent with such Marketing Authorizations.
Distributor Obligations. Distributor may receive from Atossa, or create or receive on behalf of Atossa, health information that is protected under applicable state and/or federal law, including without limitation, PHl and EPHI. All capitalized terms not otherwise defined in this Agreement shall have the meaning s set forth in the Privacy Standards, Security Standards or the HlTECH Act, as applicable (collectively referred to hereinafter as the "Confidentiality Requirements"). All references to PHI herein shall be construed to include EPHI. Distributor agrees not to use or disclose (or permit the use or disclosure of) PHI in a manner that would violate the Confidentiality Requirements if the PHI were used or disclosed by Atossa in the same manner.
