Distributor Obligations. You, as Distributor, represent and warrant to Entegris that you will: A. Perform as a stocking distributor or manufacturer's representative as specified below and use your best efforts to stock, market and sell products within your Area of Primary Responsibility. B. Refer to us all inquiries received by you for the sale of the products outside your Area of Primary Responsibility and otherwise refrain from facilitation of sales through you outside of your territory. C. Not enter into any contracts or other commitments binding us without our prior written consent. D. Not make any representation or give any warranty relating to the products other than those expressly stated in Entegris' written sales documents. You will be exclusively liable for any other representations and warranties and will indemnify and hold Entegris harmless from any claims (including, without limitation, Entegris' attorney fees) arising from any unauthorized representations and warranties. E. With reasonable notice make yourself available for instruction or discussion as deemed necessary by Entegris. F. During the term of this Agreement you will refrain from selling, and refrain from having any involvement or connection with the sale of, any products or services competitive with those of Entegris. Entegris shall be entitled to enforce the provisions of this Section by a temporary restraining order and temporary and permanent injunctions (collectively, "specific performance"). G. Not make any purchase on our behalf or pledge our credit. H. Sell our products under the Entegris-Registered Trademark-, Inc. label. I. Keep your account current: Net 30 days from date of invoice. If during a quarter the Distributor becomes delinquent in its payment to Entegris, without approval, the Distributor will be subject to a discount penalty. The penalty will be calculated as a 2% reduction in the Distributor's discount for all of Distributor's purchases during the subsequent quarter ("subsequent quarter"). If at the end of the subsequent quarter the Distributor's payment performance is current, the standard discount will be reactivated for the next succeeding quarter. If Distributor's account is not brought current by the end of the subsequent quarter, the Distributor may be terminated immediately. J. Report Distributor sales monthly. Reports must be submitted to Entegris on or before the 20th day of the subsequent month. Subject to Entegris' right to revise the reporting requirements at any time, the reports will contain the following information for each of Distributor's customers: ship-to address; part number; and quantity for each customer. K. Report inventory values monthly, submitted to Entegris by the 20th day of the subsequent month, and reported on a Distributor cost basis. L. Work with Entegris to develop and update on a quarterly schedule an eight (8) quarter rolling forecast. Forecasts are to be based on Distributor cost.
Appears in 1 contract
Samples: Worldwide Stocking Distributor Agreement (Metron Technology N V)
Distributor Obligations. YouDistributor hereby accepts the rights and obligations of a Fiagon NA distributor pursuant to this Agreement and agrees that, so long as Distributorthis Agreement is in effect, represent and warrant to Entegris that you it will:
A. Perform as a stocking distributor or manufacturer's representative as specified below a. Promote, demonstrate and use your sell Products using best efforts with a view to stockgenerating increased sale of Products pursuant to this Agreement. Distributor agrees to provide detailed sales activity reporting to Fiagon NA with the frequency and content established in Fiagon NA’s standard dealer policies and to similarly report on Product usage and other information requested by Fiagon NA as part of its marketing efforts;
b. Maintain well-trained and informed sales, market marketing and sell products within your Area technical personnel. Within the schedule attached as Exhibit D, Distributor will appoint a member(s) of Primary Responsibility.its staff to become the Fiagon® systems subject matter expert(s) in order to support the efforts of Distributor’s sales personnel. Distributor will provide the resources reasonably necessary to enable its personnel to competently present and support the Products to potential customers. Until subject matter excellence is achieved by Distributor, it shall, for major sales opportunities, be entitled to request sales assistance from Fiagon NA. Distributor will provide Fiagon NA with sufficient notice of such presentations to make necessary arrangements. Fiagon NA shall be entitled to test the specified Fiagon® subject matter experts to assess whether Distributor has complied with this obligation;
B. Refer c. Maintain a sufficient inventory of Product to us all inquiries received ensure prompt delivery of customers when orders are placed;
d. Deliver Products with the original unaltered labeling and logos to customers in Fiagon® packaging and with the instructions and materials provided by you the manufacturer;
e. Pay for the sale Products at the prices and upon the terms and conditions set forth in this Agreement (including exhibits and attachments) or otherwise established by Fiagon NA;
f. Provide technical support services to purchasers of Products in the products outside your Area Territory, including “first line” evaluation or treatment of Primary Responsibility warranty issues;
g. Make no representations or warranties of Product performance beyond the written representations made by Fiagon in its advertising or otherwise make false or misleading representations or warranties concerning the Products;
h. Promptly and otherwise refrain from facilitation of sales through you outside of your territory.
C. Not enter into any contracts or accurately comply with all FDA and other commitments binding us without our prior written consent.
D. Not make any representation or give any warranty reporting requirements relating to the products other than those expressly stated experiences with use of the Products in Entegris' written sales documents. You will be exclusively liable for any other representations and warranties and will indemnify and hold Entegris harmless from any claims (the fashion directed by Fiagon NA’s policies including, without limitation, Entegris' attorney fees) arising reports of material malfunctions, death or disability required under 21 CFR § 803;
i. Provide to Fiagon NA estimates of Distributor’s anticipated purchases during the up-coming quarter or year in the manner described in Fiagon NA’s applicable policies and promptly notify Fiagon NA if Distributor anticipates a material departure from its estimates for the upcoming period(s). A failure to accurately forecast purchases shall not constitute a breach of this Agreement but may affect the timing of delivery of Products ordered by Distributor;
j. Aspire to purchase the dollar value of Products that are prescribed in the Performance Standards attached hereto as Exhibit E;
k. Comply with all laws or regulations applicable to it or to its activity of purchasing Products from Fiagon NA and marketing and reselling Products in the Territory;
l. Refrain from marketing or selling any unauthorized representations image-guided surgery navigation system products that are substitutes for the Products or any other products that directly compete with the Products. The Parties understand that a product does not “directly compete” with a Product if it performs the same function in a materially different way. For example, a tool used to confirm the location of a surgical instrument by endoscopic visualization or by transdermal illumination does not “directly compete” with an IGS system that confirms the location of the instrument by computer-assisted extrapolation of the instruments position;
m. Upon request, cooperate with Fiagon NA employees in connection with marketing, sales, and warranties.Product support initiatives of Fiagon NA directed to customers and potential customers in the Territory;
E. With reasonable notice make yourself available for instruction or discussion as deemed necessary by Entegris.
F. During n. Throughout the term of this Agreement you will refrain Agreement, including any sell-off period in accordance with Section 8(e) hereof, obtain and maintain at its own cost and expense, from sellinga qualified insurance company, commercial general liability insurance, for the entire Territory, naming Fiagon as an additional named insured; such insurance shall include blanket contractual liability, operations liability, advertising injury, and refrain cross liability with an amount of coverage of at least $5,000,000 per occurrence and products liability insurance with an amount of coverage of at least $10,000,000 per occurrence; such insurance amounts may be met via a combination of primary and umbrella policies; such policy or policies shall provide for thirty (30) days’ written notice to Fiagon from having the insurer in the event of any involvement cancellation or connection termination of the policy and shall endeavor to notify Fiagon in the event of a modification of the policy; Distributor shall, upon written request, provide Fiagon with the sale ofproof that such insurance is in force; and
o. Adhere to all policies and procedures published by Fiagon NA for implementation of its distributor relationships, unless such policies and procedures violate any products or services competitive with those of Entegris. Entegris shall be entitled to enforce the provisions terms of this Section by a temporary restraining order and temporary and permanent injunctions (collectively, "specific performance")Agreement.
G. Not make any purchase on our behalf or pledge our credit.
H. Sell our products under the Entegris-Registered Trademark-, Inc. label.
I. Keep your account current: Net 30 days from date of invoice. If during a quarter the Distributor becomes delinquent in its payment to Entegris, without approval, the Distributor will be subject to a discount penalty. The penalty will be calculated as a 2% reduction in the Distributor's discount for all of Distributor's purchases during the subsequent quarter ("subsequent quarter"). If at the end of the subsequent quarter the Distributor's payment performance is current, the standard discount will be reactivated for the next succeeding quarter. If Distributor's account is not brought current by the end of the subsequent quarter, the Distributor may be terminated immediately.
J. Report Distributor sales monthly. Reports must be submitted to Entegris on or before the 20th day of the subsequent month. Subject to Entegris' right to revise the reporting requirements at any time, the reports will contain the following information for each of Distributor's customers: ship-to address; part number; and quantity for each customer.
K. Report inventory values monthly, submitted to Entegris by the 20th day of the subsequent month, and reported on a Distributor cost basis.
L. Work with Entegris to develop and update on a quarterly schedule an eight (8) quarter rolling forecast. Forecasts are to be based on Distributor cost.
Appears in 1 contract
Distributor Obligations. Youa. Unless otherwise agreed to in writing by SELLER, as Distributorany expense incurred by DISTRIBUTOR in distributing the Licensed Products in the Field of Use in the territory shall be borne by DISTRIBUTOR.
b. DISTRIBUTOR shall be solely responsible for complying with all regulations and laws relating to the export, represent and warrant to Entegris that you will:
A. Perform as a stocking distributor or manufacturer's representative as specified below import, transportation, sale and use your best efforts of the Licensed Products by DISTRIBUTOR and its customers, representatives and distributors and sub-distributors, including regulations and laws relating to stockapproval of registration of or filing of information in respect of Licensed Products in the Field of Use; labeling, market literature, and sell products within your Area directions for use of Primary Responsibility.
B. Refer the Licensed Products in the Field of Use, and all customs regulations. In addition, DISTRIBUTOR shall keep SELLER advised of the steps it proposes to us take, or has taken, in order to comply with all inquiries received by you for applicable regulations and laws relating to the approval, registration, filing of information, labeling, distribution, use and sale of the products outside your Area of Primary Responsibility and otherwise refrain from facilitation of sales through you outside of your territoryLicensed Products.
C. Not enter into c. DISTRIBUTOR shall furnish to SELLER by December 1 and June 1 of each calendar year during the Initial Term or any contracts or other commitments binding us without our prior Extended Term of this Agreement, a written consent.
D. Not make any representation or give any warranty relating forecast on a monthly basis of the quantity of Licensed Products DISTRIBUTOR estimates it will require for distribution during the six months extending January 1 through June 30, and July 1 through December 31, respectively, in order to ensure adequate product supply and availability. DISTRIBUTOR understands and agrees that because of the products other than those expressly stated manner in Entegris' written which Licensed Products are manufactured SELLER needs significant lead time with respect to Licensed Products to be manufactured by SELLER for DISTRIBUTOR. Therefore, provision by DISTRIBUTOR of accurate sales documents. You will be exclusively liable for any other representations and warranties and will indemnify and hold Entegris harmless from any claims (including, without limitation, Entegris' attorney fees) arising from any unauthorized representations and warranties.
E. With reasonable notice make yourself forecasts is critical to SELLER's ability to have Licensed Products available for instruction or discussion as deemed necessary by Entegris.
F. During the term of this Agreement you will refrain from selling, DISTRIBUTOR. DISTRIBUTOR'S forecasts shall include product codes and refrain from having any involvement or connection with the sale of, any products or services competitive with those of Entegris. Entegris units for each product and shall be entitled sent to enforce SELLER's president at the provisions of this Section by a temporary restraining order and temporary and permanent injunctions (collectively, "specific performance").
G. Not make any purchase on our behalf or pledge our credit.
H. Sell our products under the Entegris-Registered Trademark-, Inc. label.
I. Keep your account current: Net 30 days from date of invoice. If during a quarter the Distributor becomes delinquent in its payment to Entegris, without approval, the Distributor will be subject to a discount penalty. The penalty will be calculated as a 2% reduction in the Distributor's discount address for all of Distributor's purchases during the subsequent quarter ("subsequent quarter"). If notices set forth at the end of this Agreement. DISTRIBUTOR shall notify SELLER in writing of any changes to its business or in markets DISTRIBUTOR services which may or will result in material changes to any forecast as soon as possible after DISTRIBUTOR learns of the subsequent quarter change. Seller shall notify DISTRIBUTOR as soon as Seller knows if SELLER will not be able to deliver the Distributorforecasted quantities of Licensed Products at the times requested by DISTRIBUTOR. SELLER will use its best efforts to maintain the capacity to timely fulfill such orders as are placed by DISTRIBUTOR in accordance with the forecasts.
d. DISTRIBUTOR shall report to SELLER monthly DISTRIBUTOR's payment performance is current, the standard discount will be reactivated actual sales for the next succeeding quarter. If Distributorprior month to enable SELLER to track DISTRIBUTOR's account is not brought current by the end of the subsequent quarteractual sales against projected customer sales, the Distributor may such monthly sales to be terminated immediately.
J. Report Distributor sales monthly. Reports must be submitted to Entegris on or before the 20th day of the subsequent month. Subject to Entegris' right to revise the reporting requirements at any time, the reports will contain the following information for each of Distributor's customers: ship-to address; part number; and quantity for each customer.
K. Report inventory values monthly, submitted to Entegris by the 20th day of the subsequent month, and reported on a Distributor cost country by country basis.
L. Work with Entegris to develop and update on a quarterly schedule an eight (8) quarter rolling forecast. Forecasts are to be based on Distributor cost.
Appears in 1 contract
Distributor Obligations. YouDistributor hereby accepts the rights and obligations of a Fiagon NA distributor pursuant to this Agreement and agrees that, so long as Distributorthis Agreement is in effect, represent and warrant to Entegris that you it will:
A. Perform as a stocking distributor or manufacturer's representative as specified below a. Promote, demonstrate and use your sell Products using best efforts with a view to stockgenerating increased sale of Products pursuant to this Agreement. Distributor agrees to provide detailed sales activity reporting to Fiagon NA with the frequency and content established in Fiagon NA’s standard dealer policies and to similarly report on Product usage and other information requested by Fiagon NA as part of its marketing efforts;
b. Maintain well-trained and informed sales, market marketing and sell products within your Area technical personnel. Within the schedule attached as Exhibit D, Distributor will appoint a member(s) of Primary Responsibilityits staff to become the Fiagon® systems subject matter expert(s) in order to support the efforts of Distributor’s sales personnel. Distributor will provide the resources reasonably necessary to enable its personnel to competently present and support the Products to potential customers. Until subject matter excellence is achieved by Distributor, it shall, for major sales opportunities, be entitled to request sales assistance from Fiagon NA. Distributor will provide Fiagon NA with sufficient notice of such presentations to make necessary arrangements. Fiagon NA shall be entitled to test the specified Fiagon® subject matter experts to assess whether Distributor has complied with this obligation;
c. Maintain a sufficient inventory of Products to ensure prompt delivery of customers when orders are placed;
d. Deliver Products with the original unaltered labeling and logos to customers in Fiagon® packaging and with the instructions and materials provided by the manufacturer; [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
B. Refer to us all inquiries received by you e. Pay for the sale Products at the prices and upon the terms and conditions set forth in this Agreement (including exhibits and attachments) or otherwise established by Fiagon NA;
f. Provide technical support services to purchasers of Products in the products outside your Area Territory, including “first line” evaluation or treatment of Primary Responsibility warranty issues;
g. Make no representations or warranties of Product performance beyond the written representations made by Fiagon in its advertising or otherwise make false or misleading representations or warranties concerning the Products;
h. Promptly and otherwise refrain from facilitation of sales through you outside of your territory.
C. Not enter into any contracts or accurately comply with all FDA and other commitments binding us without our prior written consent.
D. Not make any representation or give any warranty reporting requirements relating to the products other than those expressly stated experiences with use of the Products in Entegris' written sales documents. You will be exclusively liable for any other representations and warranties and will indemnify and hold Entegris harmless from any claims (the fashion directed by Fiagon NA’s policies including, without limitation, Entegris' attorney fees) arising reports of material malfunctions, death or disability required under 21 CFR § 803;
i. Provide to Fiagon NA quarterly estimates of Distributor’s anticipated purchases per month during the up-coming 12 months in the manner described in Fiagon NA’s applicable policies and promptly notify Fiagon NA if Distributor anticipates a material departure from its estimates for the upcoming period(s). A failure to accurately forecast purchases shall not constitute a breach of this Agreement but may affect the timing of delivery of Products ordered by Distributor;
j. Aspire to purchase the dollar value of Products that are prescribed in the Performance Standards attached hereto as Exhibit E;
k. Comply with all laws or regulations applicable to it or to its activity of purchasing Products from Fiagon NA and marketing and reselling Products in the Territory;
l. Refrain from marketing or selling any unauthorized representations image-guided surgery navigation system products that are substitutes for the Products or any other products that directly compete with the Products. The Parties understand that a product does not “directly compete” with a Product if it performs the same function in a materially different way. For example, a tool used to confirm the location of a surgical instrument by endoscopic visualization or by transdermal illumination does not “directly compete” with an IGS system that confirms the location of the instrument by computer-assisted extrapolation of the instruments position;
m. Upon request, cooperate with Fiagon NA employees in connection with marketing, sales, and warranties.Product support initiatives of Fiagon NA directed to customers and potential customers in the Territory;
E. With reasonable notice make yourself available for instruction or discussion as deemed necessary by Entegris.
F. During n. Throughout the term of this Agreement you will refrain Agreement, including any sell-off period in accordance with Section 8.f hereof, obtain and maintain at its own cost and expense, from sellinga qualified insurance company, commercial general liability insurance, for the entire Territory, naming Fiagon as an additional named insured; such insurance shall include [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. blanket contractual lability, operations liability, advertising injury, and refrain cross lability with an amount of coverage of at least $5,000,000 per occurrence and products liability insurance with an amount of coverage of at least $10,000,000 per occurrence; such insurance amounts may be met via a combination of primary and umbrella policies; such policy or policies shall provide for thirty (30) days’ written notice to Fiagon from having the insurer in the event of any involvement cancellation or connection termination of the policy and shall endeavor to notify Fiagon in the event of a modification of the policy; Distributor shall, upon written request, provide Fiagon with proof that such insurance is in force;
o. Adhere to all policies and procedures published by Fiagon NA for implementation of its distributor relationships, unless such policies and procedures violate any terms of this Agreement;
p. To market Fiagon’s premium IGS System as the preferred system for hospital customers, provided that Entellus shall retain the right to sell any Fiagon basic IGS system to its hospital customers; and
q. To comply with the sale of, any products or services competitive with those of Entegris. Entegris shall be entitled to enforce the provisions of this Section by a temporary restraining order and temporary and permanent injunctions (collectively, "specific performance").
G. Not make any purchase on our behalf or pledge our credit.
H. Sell our products under the Entegris-Registered Trademark-, Inc. label.
I. Keep your account current: Net 30 days from date of invoice. If during a quarter the Distributor becomes delinquent obligations contained in its payment to Entegris, without approval, the Distributor will be subject to a discount penalty. The penalty will be calculated as a 2% reduction in the Distributor's discount for all of Distributor's purchases during the subsequent quarter ("subsequent quarter"). If at the end of the subsequent quarter the Distributor's payment performance is current, the standard discount will be reactivated for the next succeeding quarter. If Distributor's account is not brought current by the end of the subsequent quarter, the Distributor may be terminated immediately.
J. Report Distributor sales monthly. Reports must be submitted to Entegris on or before the 20th day of the subsequent month. Subject to Entegris' right to revise the reporting requirements at any time, the reports will contain the following information for each of Distributor's customers: ship-to address; part number; and quantity for each customer.
K. Report inventory values monthly, submitted to Entegris by the 20th day of the subsequent month, and reported on a Distributor cost basis.
L. Work with Entegris to develop and update on a quarterly schedule an eight (8) quarter rolling forecast. Forecasts are to be based on Distributor cost.Exhibit H.
Appears in 1 contract
Distributor Obligations. You, as Distributor, represent and warrant to Entegris that you willDistributor agrees that:
A. Perform as (a) Distributor will provide NDC with full sales trace and rebate data in compliance with manufacturers and GPO requirements on a stocking distributor or manufacturer's representative timely basis and in an electronic format as specified below by NDC. Data should be submitted at least monthly (daily and use your best efforts to stock, market weekly submissions are preferred) and sell products within your Area sales trace/rebate Data should be submitted no later than the 5th of Primary Responsibility.
B. Refer to us all inquiries received by you for the month after the sale of product (or required dates by specific program guidelines);
(b) Distributor will acquire and/or retain a Distributor Host System capable of providing the products outside your Area Data in the format(s) specified by NDC;
(c) Distributor will allow NDC to conduct reasonable audits of Primary Responsibility and otherwise refrain from facilitation of sales through you outside of your territory.
C. Not enter into any contracts or other commitments binding us without our prior written consent.
D. Not make any representation or give any warranty relating Distributor records pertaining to the products other than those expressly stated in Entegris' written Data and the Services. This may require that NDC review Distributor’s sales invoices, shipping and/or freight carrier documents, customer purchase orders and receipts relating thereto, as well as contract and end-user customer files. You While routine audits will be exclusively liable based on sampling techniques, expanded testing may also be necessary and Distributor agrees that NDC may contact Distributor’s customers to verify the quantities of product delivered. Audits shall be conducted upon reasonable advance notice during regular business hours, at Distributor’s principal office (or such other locations where Distributor’s records are normally maintained) and in such a manner as to not unduly interfere with Distributor’s operations. If it is found that Distributor has not reported sales data accurately or has misrepresented sales data, the cost of the audit will be borne in full by Distributor. This cost may include charges for labor, outside consulting fees, and out-of-pocket expenses incurred during the course of the audit. Distributor shall reimburse NDC for such costs within thirty (30) days of receipt of invoice. NDC shall also have the right to offset any other representations and warranties and will indemnify and hold Entegris harmless such costs from any claims account of Distributor maintained by NDC;
(including, without limitation, Entegris' attorney feesd) arising from Distributor will not short-pay invoices or take estimated or prospective rebates with respect to Warehouse Vendor products;
(e) Distributor will notify NDC immediately of any unauthorized representations System or Data-related problems;
(f) Products sold by Distributor and warranties.
E. With reasonable notice make yourself available subject to the Services under this Agreement will be sold only to end-users and not for instruction or discussion as deemed necessary resale by Entegris.
F. During the term any customer. It will be considered a breach of this Agreement you will refrain from selling, and refrain from having any involvement or connection with the sale if Distributor has knowledge of, any or has reason to know that Warehouse Vendor products have not been sold for a customer's own use;
(g) Distributor may only claim rebates for products purchased from the NDC warehouse or directly from the manufacturer. If it is determined that product was not purchased from a vendor sanctioned source, rebate credit will not be issued and access to the Sales Administration services competitive with those of Entegris. Entegris shall may be entitled to enforce the provisions of this Section by a temporary restraining order and temporary and permanent injunctions (collectivelyclosed, "specific performance")permanently.
G. Not make any purchase on our behalf or pledge our credit.(h) Distributor is responsible for accurate billing to its customers and for maintaining current contract Data with NDC;
H. Sell our products under the Entegris-Registered Trademark-, Inc. label.
I. Keep your account current: Net 30 days from date of invoice. If during a quarter the Distributor becomes delinquent in its payment to Entegris, without approval, the (i) Distributor will be subject to a discount penalty. The penalty will be calculated as a 2% reduction in the Distributor's discount for comply with all manufacturer and national group purchasing organization requirements and/or contract terms; inclusive of Distributor's purchases during the subsequent quarter ("subsequent quarter"). If at the end of the subsequent quarter the Distributor's payment performance is currentVendor contract numbers, the standard discount will be reactivated for the next succeeding quarter. If Distributor's account is not brought current by the end of the subsequent quarter, the Distributor may be terminated immediately.
J. Report Distributor sales monthly. Reports must be submitted to Entegris on GPO contract numbers and GPO facility identifiers or before the 20th day of the subsequent month. Subject to Entegris' right to revise the reporting requirements at any time, the reports will contain the following information for each of Distributor's customers: ship-to address; part number; and quantity for each customer.
K. Report inventory values monthly, submitted to Entegris by the 20th day of the subsequent month, and reported on a Distributor cost basis.
L. Work with Entegris to develop and update on a quarterly schedule an eight (8) quarter rolling forecast. Forecasts are to be based on Distributor cost.LIC numbers;
Appears in 1 contract
Samples: Contract Administration Agreement
Distributor Obligations. YouMicrus shall use its commercially reasonable efforts to cause Gxxx Bros. Co., Ltd. (hereinafter referred to as “Gxxx”) to obtain all necessary Marketing Authorizations and reimbursement approvals under the name of Micrus or its subsidiary. At Distributor’s own expense, represent and warrant to Entegris that you will:
A. Perform as a stocking distributor or manufacturer's representative as specified below and Distributor shall use your its best efforts to stockobtain and maintain Marketing Authorizations and reimbursement approvals under the name of Micrus or its subsidiary for any Products which are not covered by the Marketing Authorizations obtained by Gxxx. Specifically, market Distributor agrees that it will undertake to manage, at Distributor’s expense, all regulatory work required to obtain such Marketing Authorizations in the name of Micrus or its subsidiary. If Micrus determines that for any reason Marketing Authorizations or reimbursement approvals cannot or should not be held in the name of Micrus or its subsidiary, then at Micrus’ sole election Distributor shall receive as transferee (or apply for and sell products within your Area of Primary Responsibility.
B. Refer take all steps necessary to us obtain) and hold and maintain all inquiries received by you Marketing Authorizations and reimbursement approvals in Distributor’s own name for the sale sole purpose of performing under this Agreement and enabling the distribution of Products under this Agreement. Micrus shall deliver to Distributor all relevant scientific, clinical, toxicological, all animal trials and human clinical trial and manufacturing data in the possession of Micrus for Distributor to obtain and maintain such Marketing Authorizations in the name of Micrus or its subsidiary. If clinical trials are required for regulatory purposes on any new products outside your Area Micrus wants to import into Japan Micrus will pay for those trials. Micrus shall pay up to 20% of Primary Responsibility any regulatory costs for maintaining the Marketing Authorizations held in the name of Micrus or its subsidiary that Distributor has borne up to a maximum of $10,000 per quarter. Distributor shall provide Micrus with written quarterly progress reports of its efforts to obtain Marketing Authorizations. All such clinical trial and otherwise refrain from facilitation of sales through you outside of your territory.
C. Not enter into any contracts or other commitments binding us without our prior written consent.
D. Not make any representation or give any warranty data relating to the products other than those expressly stated Products (whether furnished by Micrus or developed by Distributor) shall be deemed proprietary and confidential information of Micrus under Article VII but may be disclosed by Distributor to the appropriate governmental agency only to the extent necessary to obtain the relevant Marketing Authorizations. Distributor agrees not to sell or distribute the Product in Entegris' written sales documentsany geographic region within the Territory until such time as all Marketing Authorizations in such geographic region have duly been obtained, and to act at all times in a manner consistent with such Marketing Authorizations. You will be exclusively liable Distributor agrees that promptly upon the expiration or earlier termination of this Agreement, for any other representations reason, Distributor shall transfer all Marketing Authorizations and warranties and will indemnify and hold Entegris harmless from any claims (including, without limitation, Entegris' attorney fees) arising from any unauthorized representations and warranties.
E. With reasonable notice make yourself available for instruction or discussion as deemed necessary reimbursement approvals held by Entegris.
F. During the term of Distributor relating to this Agreement you will refrain from sellingto either Micrus or a third party as instructed by Micrus, and refrain from having any involvement or connection with the sale provided that Micrus shall reimburse all out-of, any products or services competitive with those of Entegris. Entegris shall be entitled -pocket costs incurred by Distributor to enforce the provisions of this Section by a temporary restraining order and temporary and permanent injunctions (collectively, "specific performance")effect such transfer.
G. Not make any purchase on our behalf or pledge our credit.
H. Sell our products under the Entegris-Registered Trademark-, Inc. label.
I. Keep your account current: Net 30 days from date of invoice. If during a quarter the Distributor becomes delinquent in its payment to Entegris, without approval, the Distributor will be subject to a discount penalty. The penalty will be calculated as a 2% reduction in the Distributor's discount for all of Distributor's purchases during the subsequent quarter ("subsequent quarter"). If at the end of the subsequent quarter the Distributor's payment performance is current, the standard discount will be reactivated for the next succeeding quarter. If Distributor's account is not brought current by the end of the subsequent quarter, the Distributor may be terminated immediately.
J. Report Distributor sales monthly. Reports must be submitted to Entegris on or before the 20th day of the subsequent month. Subject to Entegris' right to revise the reporting requirements at any time, the reports will contain the following information for each of Distributor's customers: ship-to address; part number; and quantity for each customer.
K. Report inventory values monthly, submitted to Entegris by the 20th day of the subsequent month, and reported on a Distributor cost basis.
L. Work with Entegris to develop and update on a quarterly schedule an eight (8) quarter rolling forecast. Forecasts are to be based on Distributor cost.
Appears in 1 contract
Distributor Obligations. You, as Distributor, represent and warrant to Entegris that you will:
A. Perform as a stocking distributor or manufacturer's representative as specified below and use your best efforts to stock, market and sell products within your Area of Primary Responsibility.
B. Refer to us all inquiries received by you for the sale of the products outside your Area of Primary Responsibility and otherwise refrain from facilitation of sales through you outside of your territory.
C. Not enter into any contracts or other commitments binding us without our prior written consent.
D. Not make any representation or give any warranty relating to the products other than those expressly stated in Entegris' written sales documents. You will be exclusively liable for any other representations and warranties and will indemnify and hold Entegris harmless from any claims (including, without limitation, Entegris' attorney fees) arising from any unauthorized representations and warranties.
E. With reasonable notice make yourself available for instruction or discussion as deemed necessary by Entegris.
F. During the term of this Agreement you will refrain from selling, and refrain from having any involvement or connection with the sale of, any products or services competitive with those of Entegris. Entegris shall be entitled to enforce the provisions of this Section by a temporary restraining order and temporary and permanent injunctions (collectively, "specific performance").
G. Not make any purchase on our behalf or pledge our credit.
H. Sell our products under the Entegris-Registered Trademark-Entegris(R), Inc. label.
I. Keep your account current: Net 30 days from date of invoice. If during a quarter the Distributor becomes delinquent in its payment to Entegris, without approval, the Distributor will be subject to a discount penalty. The penalty will be calculated as a 2% reduction in the Distributor's discount for all of Distributor's purchases during the subsequent quarter ("subsequent quarter"). If at the end of the subsequent quarter the Distributor's payment performance is current, the standard discount will be reactivated for the next succeeding quarter. If Distributor's account is not brought current by the end of the subsequent quarter, the Distributor may be terminated immediately.
J. Report Distributor sales monthly. Reports must be submitted to Entegris on or before the 20th day of the subsequent month. Subject to Entegris' right to revise the reporting requirements at any time, the reports will contain the following information for each of Distributor's customers: ship-to address; part number; and quantity for each customer.
K. Report inventory values monthly, submitted to Entegris by the 20th day of the subsequent month, and reported on a Distributor cost basis.
L. Work with Entegris to develop and update on a quarterly schedule an eight (8) quarter rolling forecast. Forecasts are to be based on Distributor cost.
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Samples: Worldwide Stocking Distributor Agreement (Entegris Inc)
