Common use of Distributor Obligations Clause in Contracts

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 information acceptable to Seller, maintain books, records, and accounts of all transactions and permit full examination thereof by Seller in accordance with Section 9; (l) not resell Goods to any federal, state, local, or foreign government or political subdivision or agency thereof, without express written approval from Seller; and (m) on request, provide Seller with a written forecast of the current and three- month forecast of demand for the Goods in the Territory, especially in relation to similar or competing products; and (n) only resell any software or accessories offered by the Seller bundled, or packaged with any Good on those terms and conditions as Seller may, from time to time, require. (o) Distributor in its sole discretion may incorporate the sale of Seller’s Products and Services into a larger proposal incorporating Products and Services not of the Seller including but not limited to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels of the Goods without prior written permission from Seller or as part of an approved Purchase Order.

Appears in 2 contracts

Samples: Distribution Agreement (NeoVolta Inc.), Distribution Agreement (NeoVolta Inc.)

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Distributor Obligations. Distributor shall: (a) market, advertise, promote, promote and sell the Goods to Customer s in the Territory in a manner that reflects favorably at all times on the Goods and the good name, goodwill and reputation of Seller SBA and consistent with good business practice 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 SellerAgreement; (c) provide Seller purchase and maintain at all times a purchase order representative quantity of each Good sufficient for and communicate consistent with the delivery timelines to needs of customers in the Customer once those timelines are provided to the Distributor by the Seller;Territory; Slinger Bag Americas Inc _ Framework Sports & Marketing Ltd 1 Distribution Agreement 20th May, 2020 (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 Customerscustomers: (i) the differences between the Good and competing products; and (ii) information on standard protocols and features of each Good; (e) unless submit all Goods-related promotional and marketing materials to SBA for approval prior to use. SBA agree that any /all feedback must be provided within 7 working days otherwise defined Distributor will deem approval has been granted. Distributor agrees to the contrary work with SBA to reach mutual agreement in this Agreement, regards to requests and agrees to observe all reasonable directions and instructions given to it as a result by Seller SBA in relation to the marketing, advertisement, and promotion of the Goods, including SellerSBA’s sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by SellerSBA; (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 (i) a Direct-To-Consumer website platform home page for the Territory based on either Distributors own local market online platform or through using wxx.xxxxxxxxxx.xxx, (ii) a sales and marketing organization sufficient to the extent deemed reasonably necessary by SBA, to develop the market potential for the sale of the Goods, and independent sales representatives, facilities, (iii) facilities and a distribution organization sufficient to make the Goods available for shipment through by Distributor to each Customer within of its customers in the agreed upon timeframe from Territory immediately on receipt of an order; (hg) develop and execute a marketing plan sufficient to fulfill its obligations under this Agreement; (ih) not make any materially misleading or untrue statements concerning Seller SBA or the Goods, including any product disparagement or “bait-and-switch” practices; (ji) unless otherwise prohibited by law promptly notify Seller SBA of any complaint or adverse claim about any Good or its use of which Distributor becomes aware; (ki) submit to Seller SBA complete and accurate monthly annual reports regarding inventory, marketing, marketing and sales of the Goods in a computer-readable format and containing the scope of information acceptable to SellerSBA, maintain books, records, records and accounts of all transactions and permit full examination thereof by Seller SBA in accordance with Sections 15 and Section 916; (lk) not resell Goods to any federal, state, local, local or foreign government or political subdivision or agency thereof, without express written approval from Seller; andSBA; (mI) on request, provide Seller SBA with a written forecast survey of the current and three- 12- month forecast estimate of demand for the Goods in the Territory, especially in relation to similar or competing products; and; (nm) only resell any software or accessories offered by the Seller bundledsold, bundled or packaged with any Good on those terms and conditions conditi ns as Seller maymutually agreed with SBA Slinger Bag Americas Inc _ Framework Sports & Marketing Ltd 2 Distribution Agreement 20th May, from time 2020 (n) support and enforce SBA’ s limited one-year consumer warranty that can be extended by the consumer to time, require.3 years by registering their purchase at wxx.xxxxxxxxxx.xxx/xxxxxxxx/; (o) Distributor offer to consumers no-quibble-replacement product for all warranty returns based on SBA’ s user warranty guidelines, a program that SBA shall, in its sole discretion may incorporate the sale of Seller’s Products tum, provide to Distributor; and (p) translate, maintain, and Services into a larger proposal incorporating Products and Services not maximize use of the Seller including but not limited to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels of the Goods without prior written permission from Seller local home page either through Distributors local online platform or as part of an approved Purchase Orderprovided via SBA and utilize this vehicle as the main revenue source for Distributor/ SBA’s business.

Appears in 1 contract

Samples: Exclusive Distribution Agreement (Slinger Bag Inc.)

Distributor Obligations. Distributor shall:, during the terms of this Agreement; (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 7.1 Actively use its best efforts to maximize promote and penetrate the sales volume of market for the Goods; (b) maintain a place or places of business Products in the Territory; 7.2 Meet the requirements of the Company for warehousing, including logistics, distribution and maintenance of the product. Maintain adequate officepersonnel, storage, and warehouse facilities and all other facilities resources within the Territory, at its own expense, from which to sell and distribute the Products; 7.3 Submit to Company regular quarterly status reports on the months of March, June, September and December, reflecting sales activities and anticipated requirements of customers in the Territory; 7.4 Furnish Company copies of Distributor's annual financial statements, credit references from established institutions Distributor has been engaged with or such other information as required Company may reasonably request, if Company establishes a line of credit for Distributor or permits Distributor to perform its duties under this Agreement purchase Products on open accounts in a location lieu of irrevocable Letters of Credit. 7.5 Not represent, distribute, 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 otherwise handle competitive products of the industry type, size 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 capability of the Goods, including Seller’s sales, marketing, and merchandising policies as they currently exist Products for a period of the life of the patents on the Products in Mexico or as they may hereafter be changed by Seller; (f) not use any promotional and marketing materials, whether prepared by Distributor or others, without other country in the prior written consent of Sellerworld. (g) establish 7.6 Maintain adequate insurance in such amounts 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 information acceptable to Seller, maintain books, records, and accounts of all transactions and permit full examination thereof by Seller with such insurers as is customary in accordance with Section 9; (l) not resell Goods to any federalsound business practices. At Company's request, state, local, or foreign government or political subdivision or agency such policies shall name Company as an additional insured and loss payee thereof, without express written approval from Seller; and as Company's interests may appear, and shall provide that the insurer will give Company at least ten (m10) on days notice of cancellation. At Company's request, Distributor shall furnish to Company a certificate of insurance or other evidence satisfactory to Company with respect to the above. 7.7 The Distributor at all times shall carry out its business in such a manner that it reflects a favorable image of Company and Company's Products, and shall not act in a misleading business manner, which may result in an error, be illegal or contrary to commercial ethics and uses. 7.8 The Distributor shall not offer nor sell the Products outside the Territory as stated in Exhibit B. 7.9 Distributor will provide Seller with a written forecast "specialty" sales force fully dedicated to market and sell the Products of the current and three- month forecast of demand for the Goods in Company within the Territory. The Company will have direct input into the training and hiring of this sales force, especially in relation to similar or competing products; and (n) only resell any software or accessories offered which will be formed as follows, unless, by the Seller bundledmutual agreement, or packaged with any Good on those terms and conditions it shall consider as Seller may, from time to time, require. (o) Distributor in its sole discretion may incorporate the sale of Seller’s Products and Services into a larger proposal incorporating Products and Services not of the Seller including but not limited to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels of the Goods without prior written permission from Seller or as part of an approved Purchase Order.inconvenient:

Appears in 1 contract

Samples: Distributor Agreement (Ista Pharmaceuticals Inc)

Distributor Obligations. Distributor shall: (a) market, advertise, promote, promote and sell the Goods to Customer s in the Territory in a manner that reflects favorably at all times on the Goods and the good name, goodwill and reputation of Seller SBA and consistent with good business practice 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 SellerAgreement; (c) provide Seller purchase and maintain at all times a purchase order representative quantity of each Good sufficient for and communicate consistent with the delivery timelines to needs of customers in the Customer once those timelines are provided to the Distributor by the SellerTerritory; (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 Customerscustomers: (i) the differences between the Good and competing products; and (ii) information on standard protocols and features of each Good; (e) unless submit all Goods-related promotional and marketing materials to SBA for approval prior to use. SBA agree that any /all feedback must be provided within 7 working days otherwise defined Distributor will deem approval has been granted. Distributor agrees to the contrary work with SBA to reach mutual agreement in this Agreement, regards to requests and agrees to observe all reasonable directions and instructions given to it as a result by Seller SBA in relation to the marketing, advertisement, and promotion of the Goods, including SellerSBA’s sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by SellerSBA; (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 (i) a Direct-To-Consumer website platform home page for the Territory based on either Distributors own local market online platform or through using wxx.xxxxxxxxxx.xxx, (ii) a sales and marketing organization sufficient to the extent deemed reasonably necessary by SBA, to develop the market potential for the sale of the Goods, and independent sales representatives, facilities, (iii) facilities and a distribution organization sufficient to make the Goods available for shipment through by Distributor to each Customer within of its customers in the agreed upon timeframe from Territory immediately on receipt of an order; (g) Distributor in relation to clause 1.2 will be allowed to use related weblinks of trade partners and agent structure to support direct to consumer communication and create maximum exposure to marketing and sales campaigns (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 SBA or the Goods, including any product disparagement or “bait-and-switch” practices; (j) unless otherwise prohibited by law promptly notify Seller SBA of any complaint or adverse claim about any Good or its use of which Distributor becomes aware;; Distribution Agreement (k) submit to Seller SBA complete and accurate monthly annual reports regarding inventory, marketing, marketing and sales of the Goods in a computer-readable format and containing the scope of information acceptable to SellerSBA, maintain books, records, records and accounts of all transactions and permit full examination thereof by Seller SBA in accordance with Sections 15 and Section 916; (l) not resell Goods to any federal, state, local, or foreign government or political subdivision or agency thereof, without express written approval from Seller; and (m) on request, provide Seller SBA with a written forecast survey of the current and three- 12-month forecast estimate of demand for the Goods in the Territory, especially in relation to similar or competing products; and; (nm) only resell any software or accessories offered by the Seller bundledsold, bundled or packaged with any Good on those terms and conditions as Seller maymutually agreed with SBA (n) subject to clauses 2.1(p) and 11, from time support and enforce SBA’s limited two-year consumer warranty, a copy of which is attached hereto as Schedule 5, that can be extended by a consumer to time, require.3 years by registering its purchase at wxx.xxxxxxxxxx.xxx/xxxxxxxx/; and (o) Distributor in its sole discretion may incorporate the sale of Seller’s Products translate, maintain, and Services into a larger proposal incorporating Products and Services not maximize use of the Seller including but not limited local home page either through Distributors local online platform or as provided via SBA and utilize this vehicle as the main revenue source for Distributor / SBA’s business. (p) SBA warranty policy to be enforced, provided that, for the sake of efficiency, it is agreed that Distributor will judge validity of the claim it receives based upon and in accordance with the SBA warranty policy and that to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels extent that a replacement of the Goods without prior written permission from Seller relevant Good is required under the warranty policy, SBA will compensate Distributor with either new replacement product or as part of an approved Purchase Ordera credit note process.

Appears in 1 contract

Samples: Exclusive Distribution Agreement (Slinger Bag Inc.)

Distributor Obligations. Distributor shall: (a) market, advertise, promote, and sell the Goods to Customer s Customers 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 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 locations approved by Seller; (c) provide Seller purchase and maintain at all times a purchase order representative quantity of each Good sufficient for and communicate consistent with the delivery timelines to the Customer once those timelines are provided to the Distributor by the SellerDistributor’s Customers’ sales needs; (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 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; (ih) not make any materially misleading or untrue statements concerning Seller or the Goods, including any product disparagement or “bait-and-switch” practices; (i) shall include Seller’s “Manufacturer’s Limited Warranty” as may be amended from time to time by Seller (current version attached hereto as Schedule 3) in all sales and shall not provide its own warranty regarding any Good; (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 information acceptable to Seller, maintain books, records, and accounts of all transactions and permit full examination thereof by Seller in accordance with Section 9; (l) not resell Goods to any federal, state, local, or foreign government or political subdivision or agency thereof, without express written approval from Seller; and; (m) on request, provide Seller with a written forecast survey of the current and three- six (6) month forecast of demand for the Goods in the Territory, especially in relation to similar or competing products; and (n) only resell any software or accessories offered by the Seller sold, bundled, or packaged with any Good on those terms and conditions as Seller may, from time to time, require. (o) Distributor in its sole discretion may incorporate the sale of Seller’s Products and Services into a larger proposal incorporating Products and Services not of the Seller including but not limited to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels of the Goods without prior written permission from Seller or as part of an approved Purchase Order.

Appears in 1 contract

Samples: Distribution Agreement

Distributor Obligations. Distributor shall: (a) comply with all local laws and regulations regarding the marketing, promotion, and sale of the Products; (b) during the Term and any extension of the Term, not engage, directly or indirectly, without the written consent of Seller, in the sale in the Territory, production for the Territory, licensing for the Territory, promotion, advertising, or distribution of any multi-phenotype suspension of spray-on skin cells (“Competing Products”) in the Territory. (c) market, advertise, promote, and sell the Goods to Customer s Products in the Territory in a manner that reflects favorably at all times on Goods the Products and the good name, goodwill goodwill, and reputation of Seller and consistent with good business practice practice, in each case using its reasonable best efforts to maximize the sales volume of the GoodsProducts; (bd) 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 SellerAgreement; (ce) provide Seller purchase and maintain at all times a purchase order representative quantity of each Product sufficient for and communicate consistent with the delivery timelines to needs of customers in the Customer once those timelines are provided to the Distributor by the SellerTerritory; (df) have sufficient knowledge of the industry and products competitive with each Good the Products (including specifications, features, and benefits) so as to be able to explain in detail to Customerscustomers: (i) the differences between the Good Products and competing products; and (ii) information on standard protocols and features of each GoodProduct; (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 to the satisfaction of Seller the market potential for the sale of the GoodsProducts, and independent sales representatives, facilities, and a distribution organization sufficient to make the Goods Products available for shipment through by Distributor to each Customer of its customers in the Territory within the agreed upon timeframe from a reasonable period of time on 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 GoodsProducts, including refraining from any product disparagement of Seller or “bait-and-switch” practicesthe Products; (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, including at a minimum the items listed in Schedule B and sales of the Goods in a computer-readable format and containing the scope of information acceptable to Seller, maintain books, records, records and accounts of all transactions and permit full examination thereof by Seller in accordance with Section 9; (l) not resell Goods to any federal, state, local, or foreign government or political subdivision or agency thereof, without express written approval from Seller; and (mk) on request, provide Seller with a written forecast of use commercially reasonable efforts to take all steps necessary in order to have the current and three- month forecast of demand for Products declared reimbursable by the Goods relevant payors in the TerritoryTerritory as soon as possible, especially in relation to similar or competing products; and (n) only resell any software or accessories offered by the Seller bundled, or packaged with any Good on those terms and conditions as Seller may, from time to time, requirebut no later than [******]. (o) Distributor in its sole discretion may incorporate the sale of Seller’s Products and Services into a larger proposal incorporating Products and Services not of the Seller including but not limited to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels of the Goods without prior written permission from Seller or as part of an approved Purchase Order.

Appears in 1 contract

Samples: Exclusive Distribution Agreement (AVITA Medical, Inc.)

Distributor Obligations. Distributor shall: (a) market, advertise, promote, and sell the Goods to Customer s Customers 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 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, or in such place as shall ensure efficient processing of orders for and to the Customers, 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 SellerAgreement; (c) provide Seller purchase and maintain at all times a purchase order representative quantity of each Good sufficient for and communicate consistent with the delivery timelines to the Customer once those timelines are provided to the Distributor by the SellerDistributor’s Customers’ sales needs; (d) have sufficient knowledge of the industry and products competitive with each Good (including specifications, features, features and benefits) so as to be able to explain in sufficient detail to Customers: (i) Customers 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 maximize the market potential for the sale of the Goods, and independent sales representatives, facilities, and a distribution organization sufficient to make the Goods available facilitate for prompt shipment through by Distributor to each Customer within the agreed upon timeframe from receipt of order; (hf) develop and execute a share its marketing plan sufficient with Seller, and to fulfill its obligations under this Agreementaccommodate such reasonable modifications thereto as the Seller may request; (ig) not make any materially misleading or untrue statements concerning Seller or the Goods, including any product disparagement or “bait-and-switch” practicespromotions or sales of Goods by persons or entities that are competitors of Seller in the Territory; (jh) 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; (ki) submit to Seller complete and accurate if requested by Seller, provide monthly (or if more practicable, quarterly) reports regarding inventory, marketing, and sales of the Goods in a computer-readable format and containing the scope of information acceptable to Seller, maintain books, records, and accounts of all transactions and permit full examination thereof by Seller in accordance with Section 9;transactions; and (lj) not resell Goods to any federal, state, local, or foreign government or political subdivision or agency thereof, without express written approval from Seller; and (m) on request, provide Seller with a written forecast of the current and three- month forecast of demand for the Goods in the Territory, especially in relation to similar or competing products; and (n) only resell any software or accessories offered by the Seller bundled, or packaged with any Good on those terms and conditions as Seller may, from time to time, require. (o) Distributor in its sole discretion may incorporate the sale of Seller’s Products and Services into a larger proposal incorporating Products and Services not of the Seller including but not limited to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels of the Goods without prior written permission from Seller or as part of an approved Purchase Order.;

Appears in 1 contract

Samples: Distribution Agreement (Tauriga Sciences, Inc.)

Distributor Obligations. Distributor shall: (a) market, advertise, promote, promote and sell the Goods to Customer s in the Territory in a manner that reflects favorably at all times on the Goods and the good name, goodwill and reputation of Seller SBA and consistent with good business practice 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 SellerAgreement; (c) provide Seller purchase and maintain at all times a purchase order representative quantity of each Good sufficient for and communicate consistent with the delivery timelines to needs of customers in the Customer once those timelines are provided to the Distributor by the Seller;Territory; Slinger Bag Americas inc_Globeride IncDistribution AgreementFebruary 20, 2020 1 (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 Customerscustomers: (i) the differences between the Good and competing products; and (ii) information on standard protocols and features of each Good; (e) unless submit all Goods-related promotional and marketing materials to SBA for approval prior to use. SBA agree that any /all feedback must be provided within 7 working days otherwise defined Distributor will deem approval has been granted. Distributor agrees to the contrary work with SBA to reach mutual agreement in this Agreement, regards to requests and agrees to observe all reasonable directions and instructions given to it as a result by Seller SBA in relation to the marketing, advertisement, and promotion of the Goods, including SellerSBA’s sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by SellerSBA; (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 (i) a Direct-To-Consumer website platform home page for the Territory based on either Distributors own local market online platform or through using wxx.xxxxxxxxxx.xxx, (ii) a sales and marketing organization sufficient to the extent deemed reasonably necessary by SBA, to develop the market potential for the sale of the Goods, and independent sales representatives, facilities, (iii) facilities and a distribution organization sufficient to make the Goods available for shipment through by Distributor to each Customer within of its customers in the agreed upon timeframe from Territory immediately on receipt of an order; (hg) develop and execute a marketing plan sufficient to fulfill its obligations under this Agreement; (ih) not make any materially misleading or untrue statements concerning Seller SBA or the Goods, including any product disparagement or “bait-and-switch” practices; (ji) unless otherwise prohibited by law promptly notify Seller SBA of any complaint or adverse claim about any Good or its use of which Distributor becomes aware; (kj) submit to Seller SBA complete and accurate monthly annual reports regarding inventory, marketing, marketing and sales of the Goods in a computer-readable format and containing the scope of information acceptable to SellerSBA, maintain books, records, records and accounts of all transactions and permit full examination thereof by Seller SBA in accordance with Sections 15 and Section 916; (lk) not resell Goods to any federal, state, local, local or foreign government or political subdivision or agency thereof, without express written approval from Seller; andSBA; (ml) on request, provide Seller SBA with a written forecast survey of the current and three- 12-month forecast estimate of demand for the Goods in the Territory, especially in relation to similar or competing products; andSlinger Bag Americas inc_Globeride IncDistribution AgreementFebruary 20, 2020 2 (nm) only resell any software or accessories offered by the Seller bundledsold, bundled or packaged with any Good on those terms and conditions as Seller may, from time mutually agreed with SBA (n) support and enforce SBA’s limited one-year consumer warranty that can be extended by the consumer to time, require.3 years by registering their purchase at wxx.xxxxxxxxxx.xxx/xxxxxxxx/; (o) Distributor offer to consumers no-quibble-replacement product for all warranty returns based on SBA’s user warranty guidelines, a program that SBA shall, in its sole discretion may incorporate the sale of Seller’s Products tum, provide to Distributor; and (p) translate, maintain, and Services into a larger proposal incorporating Products and Services not maximize use of the Seller including but not limited to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels of the Goods without prior written permission from Seller local home page either through Distributors local online platform or as part of an approved Purchase Orderprovided via SBA and utilize this vehicle as the main revenue source for Distributor/ SBA’s business.

Appears in 1 contract

Samples: Exclusive Distribution Agreement (Slinger Bag Inc.)

Distributor Obligations. The Distributor shallmust: (a) market, advertise, promote, and sell do all things reasonably necessary to maintain its AFSL including comply with the Goods to Customer s in a manner that reflects favorably at all times on Goods and the good name, goodwill and reputation conditions of Seller and consistent with good business practice , in each case using its best efforts to maximize the sales volume of the GoodsAFSL; (b) maintain a place or places of business in the Territory, including adequate office, storagecomply with, and warehouse facilities and ensure that its Distribution Channels comply with, all other facilities as required for Distributor to perform its duties under this Agreement in a location or lo cations approved by SellerApplicable Laws; (c) provide Seller promptly inform the Product Issuer of any complaint by or dispute with a purchase order and communicate Client or proposed Client arising pursuant to, or as a consequence of, this Agreement or the delivery timelines to the Customer once those timelines are provided to distribution by the Distributor or by or through the Seller;Distribution Channels of the Products. (d) have sufficient knowledge of where distributing the industry and products competitive Products through the Adviser Software Applications, comply with each Good the Website Application Terms; (including specifications, features, and benefitse) so as to be able to explain in detail to Customersimmediately notify the Product Issuer: (i) if 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 a Distribution Channel is in breach of this Agreement or the prior written consent of Seller. (g) establish Applicable Laws and maintain such breach may have a sales and marketing organization sufficient material adverse effect on the Distributor's ability 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 perform its obligations under this Agreement; (ii) if the Distributor or any one or more of its Representatives are Insolvent; (iii) if the Distributor or any one or more of its Representatives or the directors or officers of either the Distributor or its Representatives are convicted of a criminal offence or commits a fraudulent act; (iv) of an event which may be detrimental to the Product Issuer, and its business and reputation and/or the business and reputation of any company related to the Product Issuer; (v) if the Distributor ceases to carry on business; (vi) if the Distributor ceases to be properly licensed in accordance with the requirement of all Applicable Laws; or (vii) if the Distributor or its Representative becomes subject to a banning order, disqualification, suspension or cancellation under any Applicable Law; (f) ensure that it, its Representatives, and any other parties to whom it or its Representatives may be responsible will not wilfully act in a manner which would foreseeably damage the good name and reputation of the Product Issuer; (g) do all things reasonably required by the Product Issuer in order for the Product Issuer to: (ii) deal with any issues, enquiries and Client complaints arising pursuant to, or as a consequence of this Agreement or of the provision by the Distributor or the Distribution Channels of financial services in relation to the Products; (h) upon request from the Product Issuer, provide the Product Issuer with a complete and up to date list of its Representatives within a reasonable time frame; (i) not make any materially misleading or untrue statements concerning Seller or do all things reasonably required by the Goods, including any product disparagement or “bait-and-switch” practicesProduct Issuer in connection with the Product Issuer's audit rights under clause 13; (j) unless otherwise prohibited by law promptly notify Seller ensure that during the term of this Agreement there is in force: (i) a professional indemnity insurance policy; and (ii) a comprehensive crime policy covering loss and/or liability in connection with any dishonest, fraudulent, criminal or malicious act of omission of any complaint Representatives (if not covered under the professional indemnity policy), each policy to be for an amount, in respect of any single claim, of not less than one million dollars $1,000,000.00 or adverse claim about any Good such other amount as the Product Issuer may notify to the Distributor; and (iii) give to the Product Issuer within a reasonable time after the renewal of each insurance policy, a certificate of currency together with current schedules and policy wordings in respect of each insurance policy, or its use of which Distributor becomes awaresuch other acceptable evidence that each insurance policy is in force and written on appropriate terms; (k) submit not and must ensure the Distribution Channels do not use the Product Issuer's name or logo or hold out any authority to Seller complete and accurate monthly reports regarding inventory, marketing, and sales undertake any activity on behalf of the Goods Product Issuer other than as expressly authorised under this Agreement or by the Product Issuer in a computer-readable format and containing the scope of information acceptable to Seller, maintain books, records, and accounts of all transactions and permit full examination thereof by Seller in accordance with Section 9writing; (l) not resell Goods to any federal, state, local, or foreign government or political subdivision or agency thereof, and must ensure the Distribution Channels do not distribute the Products outside of Australia without express written the prior approval from Seller; andof the Product Issuer; (m) on request, provide Seller with a written forecast not and must ensure the Distribution Channels do not do any act which may cause the Product Issuer to be in breach of the current and three- month forecast of demand for the Goods in the Territory, especially in relation to similar or competing productsApplicable Laws; andor (n) only resell not and must ensure the Distribution Channels do not alter any software or accessories offered Document provided by the Seller bundledProduct Issuer, or packaged with any Good on those other than pursuant to and in accordance with, terms and conditions as Seller may, from time to time, requirespecified in writing by the Product Issuer. (o) Ensure that a Financial Services Guide or Statement of Advice (if any) provided by a Representative to a Client clearly discloses that the Product Issuer may (in accordance with the terms of this Agreement) continue to pay ongoing Remuneration to the Distributor in its sole discretion may incorporate respect of a Policy Holder’s Policy, notwithstanding the sale cessation of Seller’s Products and Services into a larger proposal incorporating Products and Services not of Client relationship with the Seller including but not limited to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels of the Goods without prior written permission from Seller or as part of an approved Purchase OrderDistributor.

Appears in 1 contract

Samples: Distribution Agreement

Distributor Obligations. Distributor shall: (a) market, advertise, promote, promote and sell the Goods to Customer s in the Territory in a manner that reflects favorably at all times on the Goods and the good name, goodwill and reputation of Seller SBA and consistent with good business practice practice, in each case using its best efforts to maximize the sales volume of the Goods;; Slinger Bag Americas Inc – Sports Warehouse AustraliaDistribution AgreementAugust 2020 1 (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 SellerAgreement; (c) provide Seller purchase and maintain at all times a purchase order representative quantity of each Good sufficient for and communicate consistent with the delivery timelines to needs of customers in the Customer once those timelines are provided to the Distributor by the SellerTerritory; (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 Customerscustomers: (i) the differences between the Good and competing products; and (ii) information on standard protocols and features of each Good; (e) unless submit all Goods-related promotional and marketing materials to SBA for approval prior to use. SBA agree that any /all feedback must be provided within 7 working days otherwise defined Distributor will deem approval has been granted. Distributor agrees to the contrary work with SBA to reach mutual agreement in this Agreement, regards to requests and agrees to observe all reasonable directions and instructions given to it as a result by Seller SBA in relation to the marketing, advertisement, and promotion of the Goods, including SellerSBA’s sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by SellerSBA; (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 (i) a Direct-To-Consumer website platform home page for the Territory based on either Distributors own local market online platform or through using wxx.xxxxxxxxxx.xxx, (ii) a sales and marketing organization sufficient to the extent deemed reasonably necessary by SBA, to develop the market potential for the sale of the Goods, and independent sales representatives, facilities, (iii) facilities and a distribution organization sufficient to make the Goods available for shipment through by Distributor to each Customer within of its customers in the agreed upon timeframe from Territory immediately on receipt of an order; (g) Distributor in relation to clause 1.2 will be allowed to use related weblinks of trade partners and agent structure to support direct to consumer communication and create maximum exposure to marketing and sales campaigns (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 SBA or the Goods, including any product disparagement or “bait-and-switch” practices; (j) unless otherwise prohibited by law promptly notify Seller SBA of any complaint or adverse claim about any Good or its use of which Distributor becomes aware; (k) submit to Seller SBA complete and accurate monthly annual reports regarding inventory, marketing, marketing and sales of the Goods in a computer-readable format and containing the scope of information acceptable to SellerSBA, maintain books, records, records and accounts of all transactions and permit full examination thereof by Seller SBA in accordance with Sections 14 and Section 915; (l) not resell Goods to any federal, state, local, or foreign government or political subdivision or agency thereof, without express written approval from Seller; and (m) on request, provide Seller SBA with a written forecast survey of the current and three- 12-month forecast estimate of demand for the Goods in the Territory, especially in relation to similar or competing products; andSlinger Bag Americas Inc – Sports Warehouse AustraliaDistribution AgreementAugust 2020 2 (nm) only resell any software or accessories offered by the Seller bundledsold, bundled or packaged with any Good on those terms and conditions as Seller maymutually agreed with SBA (n) subject to clauses 2.1(p) and 10, from time support and enforce SBA’s limited one-year consumer warranty, a copy of which is attached hereto as Schedule 5, subject to timeextension by the consumer in accordance with terms to be agreed between the consumer and the Distributor, require.which, for the avoidance of doubt, shall be consistent with applicable practices in Australia for similar goods; and (o) Distributor in its sole discretion may incorporate the sale of Seller’s Products translate, maintain, and Services into a larger proposal incorporating Products and Services not maximize use of the Seller including but not limited local home page either through Distributors local online platform or as provided via SBA and utilize this vehicle as the main revenue source for Distributor / SBA’s business. (p) SBA warranty policy to be enforced, provided that, for the sake of efficiency, it is agreed that Distributor will judge validity of the claim it receives based upon and in accordance with the SBA warranty policy and that to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels extent that a replacement of the Goods without prior written permission from Seller relevant Good is required under the warranty policy, SBA will compensate Distributor with either new replacement product or as part of an approved Purchase Ordera credit note process.

Appears in 1 contract

Samples: Exclusive Distribution Agreement (Slinger Bag Inc.)

Distributor Obligations. Distributor shall: (a) market, advertise, promote, and sell the Goods Products to Customer s Customers in a manner that reflects favorably at all times on Goods Products and the good Product name, goodwill and reputation of Seller and consistent with good business practice practice, in each case using its best efforts to maximize the sales volume of the GoodsProducts; (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 locations approved by SellerSeller provided that if the Distributor does not have a suitable storage facility the Seller may provide storage at the Distributor’s cost and Distributor shall pay such cost to the Seller monthly within five (5) days of demand; (c) provide Seller purchase and maintain at all times a purchase order representative quantity of each Product sufficient for and communicate consistent with the delivery timelines to the Customer once those timelines are provided to the Distributor by the SellerDistributor’s Customers’ sales needs; (d) have sufficient knowledge of the industry and products competitive with each Good Product (including specifications, features, and benefits) so as to be able to explain in detail to Customers: (i) the differences between the Good Product and competing products; and (ii) information on standard protocols and features of each GoodProduct; (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 GoodsProducts, 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 to the satisfaction of Seller the market potential for the sale of the GoodsProducts, and independent sales representatives, facilities, and a distribution organization sufficient to make the Goods Products available for shipment through by Distributor to each Customer within the agreed upon timeframe from immediately on 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 GoodsProducts, 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 Product 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 Products in a computer-readable format and containing the scope of information acceptable to Seller, maintain books, records, and accounts of all transactions and permit full examination thereof by Seller in accordance with Section 9; (l) not resell Goods Products to any federal, state, local, or foreign government or political subdivision or agency thereof, without express written approval from Seller; and (m) on request, provide Seller with a written forecast survey of the current and three- three-month forecast of demand for the Goods Products in the Territory, especially in relation to similar or competing products; and (n) only resell any software or accessories offered by the Seller bundled, or packaged with any Good on those terms and conditions as Seller may, from time to time, require. (o) Distributor in its sole discretion may incorporate the sale of obtain Seller’s Products and Services into a larger proposal incorporating Products and Services not of the Seller including but not limited to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels of the Goods without prior written permission from Seller or as part consent of an approved Purchase Orderall installation methods, accessories and details if the customer is using a third party installer.

Appears in 1 contract

Samples: Distribution Agreement (Agrify Corp)

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Distributor Obligations. Distributor shall: (a) market, advertise, promote, promote and sell the Goods to Customer s in the Territory in a manner that reflects favorably at all times on the Goods and the good name, goodwill and reputation of Seller SBA and consistent with good business practice practice, in each case using its best efforts to maximize the sales volume of the Goods;; Slinger Bag Americas Inc – Planet SportDistribution AgreementAugust 2020 1 (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 SellerAgreement; (c) provide Seller purchase and maintain at all times a purchase order representative quantity of each Good sufficient for and communicate consistent with the delivery timelines to needs of customers in the Customer once those timelines are provided to the Distributor by the SellerTerritory; (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 Customerscustomers: (i) the differences between the Good and competing products; and (ii) information on standard protocols and features of each Good; (e) unless submit all Goods-related promotional and marketing materials to SBA for approval prior to use. SBA agree that any /all feedback must be provided within 7 working days otherwise defined Distributor will deem approval has been granted. Distributor agrees to the contrary work with SBA to reach mutual agreement in this Agreement, regards to requests and agrees to observe all reasonable directions and instructions given to it as a result by Seller SBA in relation to the marketing, advertisement, and promotion of the Goods, including SellerSBA’s sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by SellerSBA; (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 (i) a Direct-To-Consumer website platform home page for the Territory based on either Distributors own local market online platform or through using wxx.xxxxxxxxxx.xxx, (ii) a sales and marketing organization sufficient to the extent deemed reasonably necessary by SBA, to develop the market potential for the sale of the Goods, and independent sales representatives, facilities, (iii) facilities and a distribution organization sufficient to make the Goods available for shipment through by Distributor to each Customer within of its customers in the agreed upon timeframe from Territory immediately on receipt of an order; (g) Distributor in relation to clause 1.2 will be allowed to use related weblinks of trade partners and agent structure to support direct to consumer communication and create maximum exposure to marketing and sales campaigns (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 SBA or the Goods, including any product disparagement or “bait-and-switch” practices; (j) unless otherwise prohibited by law promptly notify Seller SBA of any complaint or adverse claim about any Good or its use of which Distributor becomes aware; (k) submit to Seller SBA complete and accurate monthly annual reports regarding inventory, marketing, marketing and sales of the Goods in a computer-readable format and containing the scope of information acceptable to SellerSBA, maintain books, records, records and accounts of all transactions and permit full examination thereof by Seller SBA in accordance with Sections 14 and Section 9;15; Slinger Bag Americas Inc – Planet SportDistribution AgreementAugust 2020 2 (l) not resell Goods to any federal, state, local, or foreign government or political subdivision or agency thereof, without express written approval from Seller; and (m) on request, provide Seller SBA with a written forecast survey of the current and three- 12-month forecast estimate of demand for the Goods in the Territory, especially in relation to similar or competing products; and; (nm) only resell any software or accessories offered by the Seller bundledsold, bundled or packaged with any Good on those terms and conditions as Seller maymutually agreed with SBA (n) subject to clause 2.1(p), from time support and enforce SBA’s limited one-year consumer warranty, a copy of which is attached hereto as Schedule 5, that can be extended by a consumer to time, require.3 years by registering its purchase at wxx.xxxxxxxxxx.xxx/xxxxxxxx/; and (o) Distributor in its sole discretion may incorporate the sale of Seller’s Products translate, maintain, and Services into a larger proposal incorporating Products and Services not maximize use of the Seller including but not limited local home page either through Distributors local online platform or as provided via SBA and utilize this vehicle as the main revenue source for Distributor / SBA’s business. (p) SBA warranty policy to be enforced, provided that, for the sake of efficiency, it is agreed that Distributor will judge validity of the claim it receives based upon and in accordance with the SBA warranty policy and that to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels extent that a replacement of the Goods without prior written permission from Seller relevant Good is required under the warranty policy, SBA will compensate Distributor with either new replacement product or as part of an approved Purchase Ordera credit note process.

Appears in 1 contract

Samples: Exclusive Distribution Agreement (Slinger Bag Inc.)

Distributor Obligations. Distributor shall: (a) market, advertise, promote, and sell the Goods to Customer s customers 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 practice, in each case using its best commercially reasonable efforts to maximize the sales volume of the Goods and price 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 SellerAgreement; (c) provide Seller purchase and maintain at all times a purchase order representative quantity of Goods sufficient for and communicate consistent with the delivery timelines to the Customer once those timelines are provided to the Distributor by the SellerDistributor’s customers’ sales needs; (d) have sufficient knowledge of the industry and products competitive with each Good the Goods (including specifications, features, and benefits) so as to be able to explain in detail to Customerscustomers: (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 Agreementat Seller’s request, observe all directions and instructions given to it by regularly consult with 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 reasonably 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 by Distributor to each Customer within the agreed upon timeframe from customer promptly on receipt of order; (hg) develop and execute a marketing plan sufficient to fulfill its obligations under this Agreement; (ih) not make any materially misleading or untrue statements concerning Seller or the Goods, including any product disparagement or “bait-and-switch” practices;; and (ji) 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 information acceptable to Seller, maintain books, records, and accounts of all transactions and permit full examination thereof by Seller in accordance with Section 9; (l) not resell Goods to any federal, state, local, or foreign government or political subdivision or agency thereof, without express written approval from Seller; and (m) on request, provide Seller with a written forecast of the current and three- month forecast of demand for the Goods in the Territory, especially in relation to similar or competing products; and (n) only resell any software or accessories offered by the Seller bundled, or packaged with any Good on those terms and conditions as Seller may, from time to time, require. (o) Distributor in its sole discretion may incorporate the sale of Seller’s Products and Services into a larger proposal incorporating Products and Services not of the Seller including but not limited to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels of the Goods without prior written permission from Seller or as part of an approved Purchase Order.

Appears in 1 contract

Samples: Exclusive Distribution Agreement

Distributor Obligations. Distributor shall: (a) market, advertise, promote, promote and sell the Goods to Customer s in the Territory in a manner that reflects favorably at all times on the Goods and the good name, goodwill and reputation of Seller SBA and consistent with good business practice 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 SellerAgreement; (c) provide Seller purchase and maintain at all times a purchase order representative quantity of each Good sufficient for and communicate consistent with the delivery timelines to needs of customers in the Customer once those timelines are provided to the Distributor by the SellerTerritory; (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 Customerscustomers: (i) the differences between the Good and competing products; and (ii) information on standard protocols and features of each Good; (e) unless submit all Goods-related promotional and marketing materials to SBA for approval prior to use. SBA agree that any /all feedback must be provided within 7 working days otherwise defined Distributor will deem approval has been granted. Distributor agrees to the contrary work with SBA to reach mutual agreement in this Agreement, regards to requests and agrees to observe all reasonable directions and instructions given to it as a result by Seller SBA in relation to the marketing, advertisement, and promotion of the Goods, including SellerSBA’s sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by SellerSBA; (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 (i) a Direct-To-Consumer website platform home page for the Territory based on either Distributors own local market online platform or through using wxx.xxxxxxxxxx.xxx, (ii) a sales and marketing organization sufficient to the extent deemed reasonably necessary by SBA, to develop the market potential for the sale of the Goods, and independent sales representatives, facilities, (iii) facilities and a distribution organization sufficient to make the Goods available for shipment through by Distributor to each Customer within of its customers in the agreed upon timeframe from Territory immediately on receipt of an order; (g) Distributor in relation to clause 1.2 will be allowed to use related weblinks of trade partners and agent structure to support direct to consumer communication and create maximum exposure to marketing and sales campaigns (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 SBA or the Goods, including any product disparagement or “bait-and-switch” practices;; Distribution Agreement (j) unless otherwise prohibited by law promptly notify Seller SBA of any complaint or adverse claim about any Good or its use of which Distributor becomes aware; (k) submit to Seller SBA complete and accurate monthly annual reports regarding inventory, marketing, marketing and sales of the Goods in a computer-readable format and containing the scope of information acceptable to SellerSBA, maintain books, records, records and accounts of all transactions and permit full examination thereof by Seller SBA in accordance with Sections 15 and Section 916; (l) not resell Goods to any federal, state, local, or foreign government or political subdivision or agency thereof, without express written approval from Seller; and (m) on request, provide Seller SBA with a written forecast survey of the current and three- 12-month forecast estimate of demand for the Goods in the Territory, especially in relation to similar or competing products; and; (nm) only resell any software or accessories offered by the Seller bundledsold, bundled or packaged with any Good on those terms and conditions as Seller maymutually agreed with SBA (n) subject to clauses 2.1(p) and 11, from time support and enforce SBA’s limited two-year consumer warranty, a copy of which is attached hereto as Schedule 5, that can be extended by a consumer to time, require.3 years by registering its purchase at wxx.xxxxxxxxxx.xxx/xxxxxxxx/; and (o) Distributor in its sole discretion may incorporate the sale of Seller’s Products translate, maintain, and Services into a larger proposal incorporating Products and Services not maximize use of the Seller including but not limited local home page either through Distributors local online platform or as provided via SBA and utilize this vehicle as the main revenue source for Distributor / SBA’s business. (p) SBA warranty policy to be enforced, provided that, for the sake of efficiency, it is agreed that Distributor will judge validity of the claim it receives based upon and in accordance with the SBA warranty policy and that to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels extent that a replacement of the Goods without prior written permission from Seller relevant Good is required under the warranty policy, SBA will compensate Distributor with either new replacement product or as part of an approved Purchase Ordera credit note process.

Appears in 1 contract

Samples: Exclusive Distribution Agreement (Slinger Bag Inc.)

Distributor Obligations. The Distributor shall: (a) market, advertise, promote, acknowledges and sell the Goods to Customer s in a manner agrees that reflects favorably it shall at all times on Goods and during the good name, goodwill and reputation Term: inform the Supplier immediately of Seller and consistent with good business practice , any changes in each case using its best efforts to maximize the sales volume ownership or Control of the Goods; Distributor or any of its Affiliates; not (band shall procure that its Affiliates shall not) maintain a place or places interfere in any way with any sales of business the Products made by the Supplier to any Customers 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 ; upon the delivery timelines to the Customer once those timelines are provided to the Distributor by the Seller; (d) have sufficient knowledge termination 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 immediately provide to the marketingSupplier a list of names and addresses of all past and present Customers for the Products in the Territory known to the Distributor; not appoint or purport to appoint any distributors, advertisement, and promotion of agents or representatives in 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 Territory to develop the market potential for promote the sale of the Goods, and independent sales representatives, facilities, and a distribution organization sufficient to make Products without obtaining the Goods available for shipment through Distributor to each Customer within Supplier’s prior written approval of such appointments; notify 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 Supplier of any complaint changes in Applicable Laws in the Territory relating to the sale, labelling 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 packaging of the Goods in a computer-readable format and containing the scope of information acceptable to Seller, maintain books, records, and accounts of all transactions and permit full examination thereof by Seller in accordance with Section 9; (l) not resell Goods to any federal, state, local, or foreign government or political subdivision or agency thereof, without express written approval from Seller; and (m) on request, provide Seller with a written forecast Products immediately upon knowledge of the current same; respond promptly and three- month forecast of demand for professionally to all Customer enquiries regarding the Goods Products in the Territory; obtain and maintain, especially at its own cost and expense, any Approvals required; and in relation to similar or competing productsconnection with the importation and sale of the Products in the Territory: pay the Supplier and/or its Affiliate(s) for the Products in [insert currency]; and (n) only resell any software or accessories offered ensure, before each Product delivery by the Seller bundledSupplier and/or its Affiliate(s) to the Distributor, or packaged with any Good on those terms that all Applicable Laws in the Territory affecting the import and conditions as Seller may, from time to time, require. (o) Distributor in its sole discretion may incorporate the sale of Seller’s the Products in the Territory have been complied with; and Services into a larger proposal incorporating Products and Services not ensure that permission for payment of the Seller including but not limited Products to be made by the Distributor to the following; bundles, financing and payment options, additional services, support, and warrantiesSupplier or its Affiliate(s) in [insert currency] is still valid. In no event will Distributor white label or otherwise change the manufacturing labels Any breach of the Goods without prior written permission from Seller or as part of an approved Purchase Orderthis Clause 1 shall be a Material Breach.

Appears in 1 contract

Samples: Exclusive Supply and Distribution Agreement

Distributor Obligations. Distributor shall: (a) market, advertise, promote, promote and sell the Goods to Customer s in the Territory in a manner that reflects favorably at all times on the Goods and the good name, goodwill and reputation of Seller SBA and consistent with good business practice practice, in each case using its best efforts to maximize the sales volume of the Goods;; Slinger Bag Americas Inc – Sporting Goods SpecialistsDistribution AgreementAugust 2020 1 (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 SellerAgreement; (c) provide Seller purchase and maintain at all times a purchase order representative quantity of each Good sufficient for and communicate consistent with the delivery timelines to needs of customers in the Customer once those timelines are provided to the Distributor by the SellerTerritory; (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 Customerscustomers: (i) the differences between the Good and competing products; and (ii) information on standard protocols and features of each Good; (e) unless submit all Goods-related promotional and marketing materials to SBA for approval prior to use. SBA agree that any /all feedback must be provided within 7 working days otherwise defined Distributor will deem approval has been granted. Distributor agrees to the contrary work with SBA to reach mutual agreement in this Agreement, regards to requests and agrees to observe all reasonable directions and instructions given to it as a result by Seller SBA in relation to the marketing, advertisement, and promotion of the Goods, including SellerSBA’s sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by SellerSBA; (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 (i) a Direct-To-Consumer website platform home page for the Territory based on either Distributors own local market online platform or through using wxx.xxxxxxxxxx.xxx, (ii) a sales and marketing organization sufficient to the extent deemed reasonably necessary by SBA, to develop the market potential for the sale of the Goods, and independent sales representatives, facilities, (iii) facilities and a distribution organization sufficient to make the Goods available for shipment through by Distributor to each Customer within of its customers in the agreed upon timeframe from Territory immediately on receipt of an order; (g) Distributor in relation to clause 1.2 will be allowed to use related weblinks of trade partners and agent structure to support direct to consumer communication and create maximum exposure to marketing and sales campaigns (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 SBA or the Goods, including any product disparagement or “bait-and-switch” practices; (j) unless otherwise prohibited by law promptly notify Seller SBA of any complaint or adverse claim about any Good or its use of which Distributor becomes aware; (k) submit to Seller SBA complete and accurate monthly annual reports regarding inventory, marketing, marketing and sales of the Goods in a computer-readable format and containing the scope of information acceptable to SellerSBA, maintain books, records, records and accounts of all transactions and permit full examination thereof by Seller SBA in accordance with Sections 14 and Section 9;15; Slinger Bag Americas Inc – Sporting Goods SpecialistsDistribution AgreementAugust 2020 2 (l) not resell Goods to any federal, state, local, or foreign government or political subdivision or agency thereof, without express written approval from Seller; and (m) on request, provide Seller SBA with a written forecast survey of the current and three- 12-month forecast estimate of demand for the Goods in the Territory, especially in relation to similar or competing products; and; (nm) only resell any software or accessories offered by the Seller bundledsold, bundled or packaged with any Good on those terms and conditions as Seller maymutually agreed with SBA (n) subject to clause 2.1(p), from time support and enforce SBA’s limited one-year consumer warranty, a copy of which is attached hereto as Schedule 5, that can be extended by a consumer to time, require.3 years by registering its purchase at wxx.xxxxxxxxxx.xxx/xxxxxxxx/; and (o) Distributor in its sole discretion may incorporate the sale of Seller’s Products translate, maintain, and Services into a larger proposal incorporating Products and Services not maximize use of the Seller including but not limited local home page either through Distributors local online platform or as provided via SBA and utilize this vehicle as the main revenue source for Distributor / SBA’s business. (p) SBA warranty policy to be enforced, provided that, for the sake of efficiency, it is agreed that Distributor will judge validity of the claim it receives based upon and in accordance with the SBA warranty policy and that to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels extent that a replacement of the Goods without prior written permission from Seller relevant Good is required under the warranty policy, SBA will compensate Distributor with either new replacement product or as part of an approved Purchase Ordera credit note process.

Appears in 1 contract

Samples: Exclusive Distribution Agreement (Slinger Bag Inc.)

Distributor Obligations. Distributor shall: (a) market, advertise, promote, promote and sell the Goods to Customer s in the Territory in a manner that reflects favorably at all times on the Goods and the good name, goodwill and reputation of Seller SBA and consistent with good business practice 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 SellerAgreement; (c) provide Seller purchase and maintain at all times a purchase order representative quantity of each Good sufficient for and communicate consistent with the delivery timelines to needs of customers in the Customer once those timelines are provided to the Distributor by the SellerTerritory; (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 Customerscustomers: (i) the differences between the Good and competing products; and (ii) information on standard protocols and features of each Good; (e) unless submit all Goods-related promotional and marketing materials to SBA for approval prior to use. SBA agree that any /all feedback must be provided within 7 working days otherwise defined Distributor will deem approval has been granted. Distributor agrees to the contrary work with SBA to reach mutual agreement in this Agreement, regard to requests and agrees to observe all reasonable directions and instructions given to it as a result by Seller SBA in relation to the marketing, advertisement, and promotion of the Goods, including SellerSBA’s sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by SellerSBA; (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 (i) a Direct-To-Consumer website platform home page for the Territory based on either Distributors own local market online platform or through using wxx.xxxxxxxxxx.xxx or such other web site as may be used by SBA or its affiliates, (ii) a sales and marketing organization sufficient to the extent deemed reasonably necessary by SBA, to develop the market potential for the sale of the Goods, and independent sales representatives, facilities, (iii) facilities and a distribution organization sufficient to make the Goods available for shipment through by Distributor to each Customer within of its customers in the agreed upon timeframe from Territory immediately on receipt of an order; (g) Distributor in relation to clause 1.2 will be allowed to use related weblinks of trade partners and agent structure to support direct to consumer communication and create maximum exposure to marketing and sales campaigns (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 SBA or the Goods, including any product disparagement or “bait-and-switch” practices; (j) unless otherwise prohibited by law promptly notify Seller SBA of any complaint or adverse claim about any Good or its use of which Distributor becomes aware; (k) submit to Seller SBA complete and accurate monthly quarterly business updates that include sales by region/market, forecasts for the next two 6-month periods and updates relating to marketing, promotion, ambassadors and players and annual reports regarding inventory, marketing, marketing and sales of the Goods in a computer-readable format and containing the scope of information acceptable to SellerSBA, maintain books, records, records and accounts of all transactions and permit full examination thereof by Seller SBA in accordance with Sections 14 and Section 915; (l) not resell Goods to any federal, state, local, or foreign government or political subdivision or agency thereof, without express written approval from Seller; and (m) on request, provide Seller SBA with a written forecast survey of the current and three- 12-month forecast estimate of demand for the Goods in the Territory, especially in relation to similar or competing products; and; (nm) only resell any software or accessories offered by the Seller bundledsold, bundled or packaged with any Good on those terms and conditions as Seller maymutually agreed with SBA (n) subject to clauses 2.1(p) and 10, from time to timesupport and enforce SBA’s limited two-year consumer warranty, require.a copy of which is attached hereto as Schedule 5; and (o) Distributor in its sole discretion may incorporate the sale of Seller’s Products translate, maintain, and Services into a larger proposal incorporating Products and Services not maximize use of the Seller including but not limited local home page either through Distributors local online platform or as provided via SBA and utilize this vehicle as the main revenue source for Distributor / SBA’s business. (p) SBA warranty policy to be enforced, provided that, for the sake of efficiency, it is agreed that Distributor will judge validity of the claim it receives based upon and in accordance with the SBA warranty policy and that to the following; bundles, financing and payment options, additional services, support, and warranties. In no event will Distributor white label or otherwise change the manufacturing labels extent that a replacement of the Goods without prior written permission from Seller relevant Good is required under the warranty policy, SBA will compensate Distributor with either new replacement product or as part of an approved Purchase Ordera credit note process.

Appears in 1 contract

Samples: Exclusive Distribution Agreement (Connexa Sports Technologies Inc.)

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