Distributor’s Duties. 3.1. Subject to the applicable statutory requirements, each of the Distributors undertakes and agrees with the Company that it will at all times while this Agreement is in force observe and perform the terms and conditions of this Agreement and in particular will: 3.1.1. use its best endeavours to actively introduce, promote, sell and support the Kits and, as applicable, Other Products on a continuing basis in the entire Territory; in particular the Distributor shall work with key opinion leaders in the Territory prior to Registration and conduct such clinical trials as are appropriate; 3.1.2. not to resell Kits or Other Products outside the Territory; 3.1.3. not for the period of this Agreement and for a period of 12 months after its termination either by itself or its officers, employees, agents, subsidiary or associated companies be concerned in or interested in the use, production, marketing, distribution, sale or other dealing in any goods in the Territory which are the same as or competitive with the Kits or Other Products, except where the Distributor is selling the competitive products prior to the Commencement Date, as expressly agreed by the Company and the Distributor; 3.1.4. not undertake commercialization or manufacturing activities of any kind in relation to the Kits or Other Products, other than as expressly permitted under this Agreement; 3.1.5. allow the Company or its duly authorized agent full access to inspect the Products from time to time and if the Company reasonably deems any of the Products to have become not saleable as a result of any act or omission by the Distributor, such Products shall be disposed of by the Distributor strictly in accordance with the Company’s instructions, and Distributor shall, to the extent it has not previously done so, pay the Company the customer list price for each such Product; 3.1.6. provide quarterly status reports as to the progress of the Registration application; 3.1.7. will not make any promises or guarantees with reference to the Kits or any other Product other than (i) as set forth in the Company’s Conditions of Sale, as they may be amended by the Company from time to time (the current version of which is attached hereto as Schedule 4) and (ii) in Hong Kong where the Distributor may refer to the Kits CE xxxx and, when received and only when received, indicate that the PRC Registration has been duly granted by the PRC State Food and Drug Administration; and for the avoidance of doubt shall not promote the Kits for veterinary use; 3.1.8. sell the Kits on the condition that customers use the Kits for human diagnostics only and without splitting up and selling separately the contents of any of the Kits and diligently take any action reasonably required by the Company (including without limitation, by applying specific labels or notices to Kits and/or their packaging) to ensure that customers fulfil these conditions; 3.1.9. as required by the Company, submit written reports to the Company as at 31 March, 30 June, 30 September and 31 December of each year to be received by the Company within 10 working days after the due date showing details of sales by region, service stock, outstanding customer orders and orders placed by the Distributor with the Company still outstanding, changes to the forecast and any other information relating to the performance of its obligations under this Agreement that the Company may reasonably require from time to time. 3.1.10. maintain on its own account an inventory of the Kits and Consumables at levels which are appropriate and adequate for the Distributor to meet all reasonable customer delivery requirements for the Kits throughout the Territory; 3.1.11. keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Kits and Other Products; 3.1.12. allow the Company, upon reasonable notice, access to its accounts and records relating to the Kits, the Kit stock and Other Products for the purpose of inspection; 3.1.13. insure at its own cost with a reputable insurance company all stocks of the Kits and Other Products as are held by it against all risks which would normally be insured against by a prudent businessman to at least their full replacement value; 3.1.14. inform the Company immediately of any changes in ownership or control of the Distributor and of any change in its organisation or method of doing business which might affect the performance of the Distributor’s duties under this Agreement; 3.1.15. comply with all relevant regulatory requirements in connection with the Distributor’s activities under this Agreement, including without limitation those relating to importation, promotion, sales, licenses, product recall, complaints, distribution and storage; 3.1.16. immediately bring to the attention of the Company any improper or wrongful use of which the Distributor becomes aware of any patents or patent applications, registered designs, trademarks or trade names, including the Trademarks, relating to the Kits or any Other Product; 3.1.17. comply with all reasonable advice of the Company relating to storage, safety precautions, security and maintenance of quality of the Kits and Other Products; 3.1.18. maintain at its own expense trained personnel and storage facilities meeting the reasonable standards specified by the Company for the efficient storage, promotion and sale of the Kits and, as applicable, Other Products throughout the Territory; 3.1.19. to the extent it is using electronic or digital copies of marketing material relating to the Kits supplied by the Company, as provided in Clause 7.1.4 hereof, use only the most current version of such materials; at the request of the Company to discontinue use of marketing materials with content no longer approved for use by the Company; to submit Chinese and English language versions of all new advertising and promotional schemes and material including copy and designs at an early stage as they relate to the marketing of the Kits and, as applicable, Other Products for the Company to comment upon and to arrive at a mutual agreement prior to publication or distribution; 3.1.20. keep the Company informed of the distribution of the Kits and, as applicable, Other Products in the Territory on a regular basis, at least once every quarter, or as reasonably directed by the Company during the period of this Agreement and inform the Company of any information which it now has or which it may receive in the future which is likely to be of interest, benefit or use to the Company in relation to the marketing of the Kits and, as applicable, Other Products in the Territory; 3.1.21. provide the Company with Chinese language artwork for labels in compliance with the Registration and with all other applicable regulations to vials, plates and boxes; further, provide the Company with artwork for Chinese language pack insert (which should be a complete and accurate translation of the English pack insert, amended to the necessary extent in order to comply with applicable PRC law) for the Company to insert to all Kits and, as applicable, to accompany Other Products offered for sale by the Distributor; 3.1.22. not act in any way which might prejudice the reputation of the Company or its Products; 3.1.23. forward any customer complaint regarding the Kits or, as applicable, any Other Product to the Company within 3 Business Days of receipt. Such notification shall include the nature of the complaint, the lot number of the batch affected, and the date when the complaint was first observed and as much other relevant data as can be gathered. The Distributor shall respond to the customer as directed by the Company; 3.1.24. maintain appropriate up-to-date and accurate records to enable the immediate recall of any batches of the Kits or any of them (or, as applicable, any Other Product) from any subsequent purchaser of the Kits or, as applicable, such Other Products. These records will include records of deliveries to customers (including details of lot and batch numbers, delivery date, name and address of customer, email address and telephone number and fax or telex number if available); 3.1.25. immediately comply with all reasonable instructions from the Company related to the recall of any of the Kits (or, as applicable, any Other Products) or rectifying the Kits (or, as applicable, any Other Products) in the Territory; 3.1.26. without the prior written consent of the Company, not delegate or sub-contract the performance of any of its obligations or assign any of its rights hereunder (but, for the avoidance of doubt and subject always to clause 3.1.2 and 3.1.8, the Distributor may sell Kits through agents or sub-distributors provided that, the Distributor shall (i) enter into an agreement with such agents and/or sub-distributors respectively, which shall be consistent with the terms and conditions of this Agreement, including without limitation clauses 2.2, 3.
Appears in 2 contracts
Samples: Distributor Agreement (Oxford Immunotec Global PLC), Distributor Agreement (Oxford Immunotec Global PLC)
Distributor’s Duties. 3.1. Subject to 3.1 The Distributor shall during the applicable statutory requirements, each of the Distributors undertakes and agrees with the Company that it will at all times while this Agreement is in force observe and perform the terms and conditions continuance of this Agreement and in particular willat its own expense:
3.1.1. 3.1.1 use its best endeavours to actively introduce, promote, sell and support distribute the Kits and, as applicable, Other Products on a continuing basis and develop the market for the Products throughout the Territory provided that nothing in the entire Territory; in particular this sub-Clause 3.
1.1 shall oblige the Distributor shall work with key opinion leaders to increase its employees or resources from the current levels of the BMG Partnership;
3.1.2 only purchase Products for resale in the Territory prior to Registration and conduct such clinical trials as are appropriate;
3.1.2. not to resell Kits or Other Products outside the Territory;
3.1.3. not for the period of this Agreement and for a period of 12 months after its termination either by itself or its officers, employees, agents, subsidiary or associated companies be concerned in or interested in the use, production, marketing, distribution, sale or other dealing in any goods in the Territory which are the same as or competitive with the Kits or Other Products, except where the Distributor is selling the competitive products prior to the Commencement Date, as expressly agreed by the Company and the Distributor;
3.1.4. not undertake commercialization or manufacturing activities of any kind in relation to the Kits or Other Products, other than as expressly permitted under this Agreement;
3.1.5. allow from the Company or its duly authorized agent full access otherwise as may be agreed in writing unless products are deemed to inspect the Products from time to time and if the Company reasonably deems any of the Products to have become not saleable as a result of any act or omission by the Distributor, such Products shall be disposed of by the Distributor strictly in accordance with the Company’s instructions, and Distributor shall, to the extent it has not previously done so, pay the Company the customer list price for each such Productnon-competing;
3.1.6. provide quarterly status reports as to the progress 3.1.3 maintain a representative range of the Registration application;
3.1.7. will not make any promises or guarantees with reference to the Kits or any other Product other than (i) as set forth in the Company’s Conditions of Saleproducts, as they may be amended reasonably determined by the Company from time to time and maintain such stocks as are necessary to meet reasonably anticipated customer demand;
3.1.4 assist the Company as requested with market research in the Territory and support the Company in the execution of marketing plans and strategies provided that this exercise does not place undue burden on the Distributor or its employees;
3.1.5 maintain adequate records relating to orders and sales of the Products and other business matters relating to the Products and promptly supply such records to the Company upon request;
3.1.6 make clear, in all dealings with customers and potential customers that it is acting as a distributor of the Product and not as an agent of the Company;
3.1.7 participate (with at lease one employee or representative of the current version of which is attached hereto as Schedule 4) and (iiDistributor) in Hong Kong where the Distributor may refer up to the Kits CE xxxx and, when received and only when received, indicate that the PRC Registration has been duly granted by the PRC State Food and Drug Administration; and for the avoidance of doubt shall not promote the Kits for veterinary use;
3.1.8. sell the Kits on the condition that customers use the Kits for human diagnostics only and without splitting up and selling separately the contents of any of the Kits and diligently take any action reasonably required 2 sales meetings per Year as arranged by the Company at such time and place (being alternative venues in England and in the United States of America) as the Company may from time to time choose;
3.1.8 on a yearly basis and in such form as the Company may reasonably request, provide the Company with:
3.1.8.1 a written analysis of the business and marketing conditions within the Territory with respect to the sale of the Products;
3.1.8.2 a written estimate of its requirements for Products for the next Year; and
3.1.8.3 a marketing plan including sales forecasts;
3.1.9 select employees and maintain facilities and premises for the sale of the Products and maintain a business and sales organisation adequate to work and develop sales of the Products in the Territory in each case in line with the current practice of the BMG Partnership;
3.1.10 inform the Company of any enquiry concerning the Products by any person, firm or company for delivery outside or export from the Territory;
3.1.11 leave in position and not cover or erase any notices or other marks (including without limitationlimitation notices that a trade xxxx, design or copyright relating to the Products is owned by applying specific labels the Company or notices a third party) which the Company may place on or affix to Kits and/or their packaging) the Products;
3.1.12 indemnify the Company against all proceedings, costs, liabilities, injury, loss or damage arising out of the breach or negligent performance or failure in performance by the Distributor of the terms of this Agreement;
3.1.13 on receipt of at least 3 days' notice, allow the Company or its duly authorised representative access to the Distributor's premises to inspect the premises and facilities of the Distributor and to inspect and take copies of or extracts from any records or other documents relating in any way to the Products or the Distributor's activities under this Agreement;
3.1.14 ensure that customers fulfil these conditions;
3.1.9it conforms with all legislation, rules, regulations and statutory requirements existing in the Territory from time to time in relation to the Products. as required In any event, all advertisements, point of sale promotion, merchandising and publicity material for the Products issued by the Company, submit written reports Distributor ("the Material") shall be subject to the prior written approval of the Company as at 31 March, 30 June, 30 September and 31 December of each year but such approval will be deemed to be received have been given unless notice is given to the Distributor by the Company within 10 working days after the due date showing details of sales by region, service stock, outstanding customer orders and orders placed by the Distributor with the Company still outstanding, changes to the forecast and any other information relating to the performance of its obligations under this Agreement that the Company may reasonably require from time to time.
3.1.10. maintain on its own account an inventory receipt of the Kits and Consumables at levels which are appropriate and adequate Material;
3.1.15 be responsible for the Distributor obtaining of any import licenses and payment of all customs and excise and other similar import duties that may be required or levied with regard to meet any or all reasonable customer delivery requirements for of the Kits throughout the Territory;
3.1.11. keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Kits and Other Products;
3.1.12. allow the Company, upon reasonable notice, access to its accounts and records relating to the Kits, the Kit stock and Other Products for the purpose of inspection;importing the same into the Territory; and
3.1.13. insure at its own cost with 3.1.16 maintain in the Territory adequate product liability insurance of a reputable insurance company all stocks of the Kits type and Other Products as are held to an extent specified in writing by it against all risks which would normally be insured against by a prudent businessman to at least their full replacement value;
3.1.14. inform the Company immediately of any changes and satisfactory to it and at a level acceptable by the company provided that this amount is in ownership or control of accordance with common US business practices for a business similar to that carried on hereunder by the Distributor and of any change comparable in its organisation or method of doing business which might affect relation to all relevant factors including but not limited to the performance nature of the Distributor’s duties under this Agreement;products, turnover and geographical distribution.
3.1.15. comply with all relevant regulatory requirements 3.2 The Distributor shall not, except as otherwise agreed in connection with the Distributor’s activities under this Agreement, including without limitation those relating to importation, promotion, sales, licenses, product recall, complaints, distribution and storage;
3.1.16. immediately bring to the attention of the Company any improper or wrongful use of which the Distributor becomes aware of any patents or patent applications, registered designs, trademarks or trade names, including the Trademarks, relating to the Kits or any Other Product;
3.1.17. comply with all reasonable advice of the Company relating to storage, safety precautions, security and maintenance of quality of the Kits and Other Products;
3.1.18. maintain at its own expense trained personnel and storage facilities meeting the reasonable standards specified writing by the Company Company:
3.2.1 actively seek customers, solicit orders, or establish any branch or maintain any distribution depot, for the efficient storage, promotion and sale of the Kits and, as applicable, Other Products throughout outside the Territory;
3.1.19. to 3.2.2 on behalf of itself, or its associate companies (if any), inside the extent it is using electronic Territory manufacture, sell or digital copies of marketing material relating to the Kits supplied by the Companyimport for resale from any person, as provided in Clause 7.1.4 hereof, use only the most current version of such materials; at the request of firm or company other than the Company to discontinue use of marketing materials any products which compete with content no longer approved for use by the Company; to submit Chinese and English language versions of all new advertising and promotional schemes and material including copy and designs at an early stage as they relate to the marketing of the Kits andProducts, as applicablenor directly or indirectly be or become interested in any such person, Other Products for the Company to comment upon and to arrive at a mutual agreement prior to publication firm or distribution;
3.1.20. keep the Company informed of the distribution of the Kits and, as applicable, Other Products in the Territory on a regular basis, at least once every quarter, or as reasonably directed by the Company during the period of this Agreement and inform the Company of any information which it now has or which it may receive in the future which is likely to be of interest, benefit or use to the Company in relation to the marketing of the Kits and, as applicable, Other Products in company inside the Territory;.
3.1.21. provide the Company with Chinese language artwork for labels in compliance with the Registration and with all other applicable regulations to vials, plates and boxes; further, provide the Company with artwork for Chinese language pack insert (which should be a complete and accurate translation of the English pack insert, amended to the necessary extent in order to comply with applicable PRC law) for the Company to insert to all Kits and, 3.2.3 have authority to:
3.2.3.1 act as applicable, to accompany Other Products offered for sale by the Distributor;
3.1.22. not act agent in any way which might prejudice the reputation of the Company or its Products;
3.1.23. forward any customer complaint regarding the Kits or, as applicable, any Other Product to the Company within 3 Business Days of receipt. Such notification shall include the nature of the complaint, the lot number of the batch affected, and the date when the complaint was first observed and as much other relevant data as can be gathered. The Distributor shall respond to the customer as directed by for the Company;
3.1.24. maintain appropriate up-to-date and accurate records to enable 3.2.3.2 represent the immediate recall of any batches of the Kits or any of them (or, as applicable, any Other Product) from any subsequent purchaser of the Kits or, as applicable, such Other Products. These records will include records of deliveries to customers (including details of lot and batch numbers, delivery date, name and address of customer, email address and telephone number and fax or telex number if available)Company;
3.1.25. immediately comply with all reasonable instructions from 3.2.3.3 pledge the Company related to the recall of credit of, or make any of the Kits (orrepresentations, as applicable, or give any Other Products) or rectifying the Kits (or, as applicable, any Other Products) in the Territory;
3.1.26. without the prior written consent warranty on behalf of the Company; or
3.2.3.4 contract any rights and liabilities on the Company's behalf, not delegate or sub-contract the performance of any of its obligations or assign any of its rights hereunder (but, for the avoidance of doubt and subject always to clause 3.1.2 and 3.1.8, the Distributor may sell Kits through agents or sub-distributors provided that, the Distributor shall (i) enter into an agreement with will not in any way hold itself out as having such agents and/or sub-distributors respectively, which authority.
3.3 The Company shall be consistent with responsible for obtaining any licences required by the terms US Food and conditions Drug Administration in respect of this Agreement, including without limitation clauses 2.2, 3the manufacture of the Products.
Appears in 1 contract
Samples: Exclusive Distributorship Agreement (U S Opportunity Search Inc)
Distributor’s Duties. 3.1. Subject to the applicable statutory requirements, each of the Distributors undertakes and agrees with the Company that it will at all times while this Agreement is in force observe and perform the terms and conditions of this Agreement and in particular will:
3.1.1. use its best endeavours to actively introduce, promote, sell and support the Kits Kits, OI Accessories, and, as applicable, Other Products on a continuing basis in the entire Territory, including the arrangement of the terms of sale, including price of the Products, between itself and its customers and delivery of Products to Distributors’ customers; in particular additionally, the Distributor shall work with key opinion leaders in the Territory prior to Registration and conduct such clinical trials as are appropriate;
3.1.2. not to resell Kits Kits, OI Accessories, or Other Products outside the Territory;
3.1.3. not for the period of this Agreement and for a period of 12 months after its termination either by itself or its officers, employees, agents, subsidiary or associated companies be concerned in or interested in the use, production, marketing, distribution, sale or other dealing in any goods in the Territory which are the same as or competitive with the Kits or Other Products, except where the Distributor is selling the competitive products used for the diagnosis of tuberculosis diagnostic in humans prior to the Commencement Date, as expressly agreed by the Company and the Distributor;
3.1.4. not undertake commercialization or manufacturing activities of any kind in relation to the Kits Kits, OI Accessories or Other Products, other than as expressly permitted under this Agreement;
3.1.5. allow the Company or its duly authorized agent full access to inspect the Products from time to time and if the Company reasonably deems any of the Products to have become not saleable as a result of any act or omission by the Distributor, such Products shall be disposed of by the Distributor strictly in accordance with the Company’s instructions, and Distributor shall, to the extent it has not previously done so, pay the Company the customer list price for each such Product;
3.1.6. provide quarterly status reports as to the progress of the Registration application;
3.1.7. will not make any promises or guarantees with reference to the Kits Kits, OI Accessories or any other Product other than (i) as set forth in the Company’s Conditions of Sale, as they may be amended by the Company from time to time (the current version of which is attached hereto as Schedule 4) and (ii) in Hong Kong where the Distributor may refer to the Kits CE xxxx and, when received and only when received, indicate that the PRC Registration has been duly granted by the PRC State Food and Drug Administration; and for the avoidance of doubt shall not promote the Kits or OI Accessories for veterinary use;
3.1.8. sell the Kits and OI Accessories on the condition that customers use the Kits and OI Accessories for human diagnostics only and without splitting up and selling separately the contents of any of the Kits or OI Accessories and diligently take any action reasonably required by the Company (including without limitation, by applying specific labels or notices to Kits or OI Accessories and/or their packaging) to ensure that customers fulfil fulfill these conditions;
3.1.9. as required by the Company, submit written reports to the Company as at 31 March, 30 June, 30 September and 31 December of each year to be received by the Company within 10 working days after the due date showing details of sales by region, service stock, outstanding customer orders and orders placed by the Distributor with the Company still outstanding, changes to the forecast and any other information relating to the performance of its obligations under this Agreement that the Company may reasonably require from time to time.
3.1.10. maintain on its own account an inventory of the Kits Kits, OI Accessories, and Consumables at levels which are appropriate and adequate for the Distributor to meet all reasonable customer delivery requirements for the Kits throughout the Territory;
3.1.11. keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Kits Kits, OI Accessories, and Other Products;
3.1.12. allow the Company, upon reasonable notice, access to its accounts and records relating to the Kits, OI Accessories, the Kit stock of each and Other Products for the purpose of inspection;
3.1.13. insure at its own cost with a reputable insurance company all stocks of the Kits Kits, OI Accessories, and Other Products as are held by it against all risks which would normally be insured against by a prudent businessman to at least their full replacement value;
3.1.14. inform the Company immediately of any changes in ownership or control of the Distributor and of any change in its organisation or method of doing business which might affect the performance of the Distributor’s duties under this Agreement;
3.1.15. comply with all relevant regulatory requirements in connection with the Distributor’s Distributors’ activities under this Agreement, including without limitation those relating to importation, promotion, sales, licenses, product recall, complaints, distribution and storage; not engage in any unfair trade practice, including, without limitation, (i) false or misleading representations concerning the Products, (ii) illegal “loss leader”, “bait and switch” or other misleading or deceptive advertising or (iii) any practice designed improperly to control prices or (b) any conduct which could give rise to a violation of the UK Bribery Act, including, without limitation, (i) the offering, giving, solicitation or acceptance of any bribe in order to gain any commercial, contractual, regulatory or personal advantage or (ii) making any payments to officials or public servants for securing or accelerating routine processes and procedures (unless payment is for a recognised fast-track process available to all on payment of a fee);
3.1.16. comply with all Applicable Laws in relation to its activities in relation to the Products including without limitation the UK Xxxxxxx Xxx 0000, in connection with its activities in relation to the Products;
3.1.17. immediately bring to the attention of the Company any improper or wrongful use of which the Distributor becomes aware of any patents or patent applications, registered designs, trademarks or trade names, including the Trademarks, relating to the Kits Kits, OI Accessories or any Other Product;
3.1.173.1.18. comply with all reasonable advice of the Company relating to storage, safety precautions, security and maintenance of quality of the Kits and Other Products;
3.1.183.1.19. maintain at its own expense trained personnel and storage facilities meeting the reasonable standards specified by the Company for the efficient storage, promotion and sale of the Kits Kits, OI Accessories, and, as applicable, Other Products throughout the Territory;
3.1.193.1.20. to the extent it is using electronic or digital copies of marketing material relating to the Kits and OI Accessories supplied by the Company, as provided in Clause 7.1.4 hereof, use only the most current version of such materials; at the request of the Company to discontinue use of marketing materials with content no longer approved for use by the Company; to submit Chinese and English language versions of all new advertising and promotional schemes and material including copy and designs at an early stage as they relate to the marketing of the Kits Kits, OI Accessories, and, as applicable, Other Products for the Company to comment upon and to arrive at a mutual agreement prior to publication or distribution;
3.1.203.1.21. keep the Company informed of the distribution of the Kits Kits, OI Accessories, and, as applicable, Other Products in the Territory on a regular basis, at least once every quarter, or as reasonably directed by the Company during the period of this Agreement and inform the Company of any information which it now has or which it may receive in the future which is likely to be of interest, benefit or use to the Company in relation to the marketing of the Kits Kits, OI Accessories, and, as applicable, Other Products in the Territory;
3.1.213.1.22. provide the Company with Chinese language artwork for labels in compliance with the Registration and with all other applicable regulations to vials, plates and boxes; further, provide the Company with artwork for Chinese language pack insert (which should be a complete and accurate translation of the English pack insert, amended to the necessary extent in order to comply with applicable PRC law) for the Company to insert to all Kits Kits, OI Accessories, and, as applicable, to accompany Other Products offered for sale by the Distributor;
3.1.223.1.23. not act in any way which might prejudice the reputation of the Company or its Products;
3.1.233.1.24. forward any customer complaint regarding the Kits Kits, OI Accessories, or, as applicable, any Other Product to the Company within 3 Business Days of receipt. Such notification shall include the nature of the complaint, the lot number of the batch affected, and the date when the complaint was first observed and as much other relevant data as can be gathered. The Distributor shall respond to the customer as directed by the Company;
3.1.243.1.25. maintain appropriate up-to-date and accurate records to enable the immediate recall of any batches of the Kits Kits, OI Accessories or any of them (or, as applicable, any Other Product) from any subsequent purchaser of the Kits Kits, OI Accessories or, as applicable, such Other Products. These records will include records of deliveries to customers (including details of lot and batch numbers, delivery date, name and address of customer, email address and telephone number and fax or telex number if available);
3.1.253.1.26. immediately comply with all reasonable instructions from the Company related to the recall of any of the Kits or OI Accessories (or, as applicable, any Other Products) or rectifying the Kits or OI Accessories (or, as applicable, any Other Products) in the Territory;
3.1.263.1.27. without the prior written consent of the Company, not delegate or sub-contract the performance of any of its obligations or assign any of its rights hereunder (but, for the avoidance of doubt and subject always to clause 3.1.2 and 3.1.2, 3.1.8, 3.1.15, and 3.1.16 the Distributor may sell Kits and/or OI Accessories through agents or sub-distributors provided that, the Distributor shall (i) enter into an agreement with such agents and/or sub-distributors respectively, which shall be consistent with the terms and conditions of this Agreement, including without limitation clauses 2.2, 33.1.2 to 3.1.28 (inclusive), (ii) remain liable for any breach by of any such agent or sub-distributor of any obligation of a distributor under this Agreement and (iii) ensure that any agreement which the Distributor enters into with any agent or sub-distributor is co-terminus with this Agreement). The Company may waive the Distributor’s obligations under this 3.1.26 on a case-by-case basis at its sole discretion; and
3.1.28. not to reverse engineer or otherwise attempt to manufacture copies or variants of the Kits, OI Accessories or, as applicable, any Other Products, and not to manufacture, market, distribute or support any item that would be competitive with the Kits, OI Accessories or any Other Products.
3.2. Each Party hereby appoints the representative listed in this Clause 3.2 who shall have day-to-day responsibility for the management and performance of its obligations under this Agreement and for managing its relationship with the other Party (for this purpose, the Distributors are treated collectively as a Party)(each a “Representative”). Representative of the Company: Xxxxx Xxxxxxxxx General Manager Oxford Immunotec Ltd, 94C Innovation Drive, Xxxxxx Xxxx, Abingdon, Oxfordshire, OX14 4RY, UK Fax: +00 (0)0000 000000 Representative of the Distributors: Xxxx X Xxxxx General Manager Shanghai Fosun Long March Medical Science Co. Ltd. 000 Xxxxxxxx Xxxx, Xxxxxxxx 000000, Xxxxx Fax: 00-00-00000000 From time to time during the term of this Agreement, either Party may change its Representative by written notice to the other Party of the details, including contact details, of its new Representative. The Parties shall procure that their respective Representatives shall regularly and, as frequently as deemed appropriate depending on market and business circumstances, but no less than once every quarter, unless Oxford Immunotec expresses the need for monthly meetings (in which case such meetings shall be held monthly), such expression of need to be renewed every quarter, meet by telephone to discuss the operation of this Agreement, or meet to discuss the same (if each Representative so agrees) in person.
Appears in 1 contract
Samples: Distributor Agreement (Oxford Immunotec Global PLC)
