DISTRIBUTOR'S GENERAL OBLIGATIONS Clause Samples
DISTRIBUTOR'S GENERAL OBLIGATIONS. 10.1 The Distributor shall:
(a) inform the Supplier of all Authorisations required from any Governmental Agency necessary for the marketing, importation, or sale of Products in the Territory or for the Supplier to conduct its business, and the Distributor shall apply for all such Authorisations (in the Supplier's name if requested by the Supplier) and keep them in effect for the Supplier's benefit and transfer them to the Supplier or its nominee on the Supplier's written request;
(b) inform the Supplier promptly of any Law, judgment, order, award, or determination of any court or arbitration or administrative tribunal or policy of any Governmental Agency that conflicts with any provision of this Agreement or that may result in any provision of this Agreement being or becoming unenforceable under the Laws of any jurisdiction in the Territory;
(c) promptly inform the Distributor of any investigations, legal proceedings, and threats of legal proceedings against the Distributor or any Authorized Sub-Distributor and regularly update the Supplier with respect to such investigations or legal proceedings;
(d) store and transport the Products in accordance with the manufacturers' directions and the Supplier's reasonable requirements as notified from time to time and otherwise so as to prevent them from being damaged or adversely affected by heat, cold, moisture or otherwise;
(e) permit the Supplier to inspect, audit and conduct a stock take of all Products held by the Distributor from time to time;
(f) exercise reasonable skill and care in performing its obligations under this Agreement;
(g) not re-package or vary the packaging of the Products or obscure, remove, vary or interfere with in any way any label, marking or other indication on any Product or Material without the prior written consent of the Supplier;
(h) keep the Products in its possession or under its control insured against fire, theft, storm, accident or other loss or damage for their full insurable value, and provide the Supplier with a certificate of insurance or copy of the policy on the Commencement Date and before each renewal date;
(i) not sell any Products which to its knowledge are defective or could result in liability for Supplier; and
(j) at the Supplier's request and expenses, make any necessary administrative arrangements in order to enable the Supplier's technical personnel to travel and stay in the Territory in order to perform the Supplier's obligations under this Agreement.
DISTRIBUTOR'S GENERAL OBLIGATIONS. (A) BEST EFFORTS. Distributor agrees to use its continuing diligence and best efforts to market, promote, and distribute the Products and to secure purchasers for the Products within the Territory. The Distributor's best efforts hereunder shall include, without limitation, attendance at trade shows, distribution of marketing brochures and other sales information, advertising in appropriate trade journals and other publications and media, the dedication of a reasonable portion of the time, efforts and responsibilities of a reasonable number of sales persons located within the Territory and the maintenance of facilities and inventory adequate to meet the requirements of the market for the Products in the Territory, all at Distributor's expense. Notwithstanding the foregoing obligations, to the extent permitted under the laws of the Territory, Distributor shall not sell the Products to any customer disapproved by Osmotics in writing.
DISTRIBUTOR'S GENERAL OBLIGATIONS. 2.1 The Distributor will purchase from GLIATECH and actively promote and resell the Products within the Territory. The Distributor will maintain adequate facilities and personnel to perform its obligations under this Agreement and will comply in all material respects with all applicable local, state and national laws regulating the resale of the Products.
2.2 The Distributor undertakes to use its best efforts to market and sell the Products in the Territory and to give prompt attention to all inquiries or orders for the Products from customers or potential customers.
2.3 The Distributor shall not participate in the manufacture, sale or distribution of any products that compete with the Products. If at any time during the term of this Agreement, the Distributor engages in the manufacture, sale or distribution in the Territory, either directly or through subsidiaries or affiliates, of any products which GLIATECH reasonably deems to be substantially similar to or competitive with the Products, then GLIATECH will have the right to terminate this Agreement and end the exclusivity granted to the Distributor hereunder and open up the distribution of the Products in the Territory.
2.4 The Distributor shall develop and implement a comprehensive annual marketing plan for the Products. The annual marketing plan will detail the advertising and promotional efforts to be undertaken by the Distributor. All marketing and promotional activities will be at the Distributor's own expense. GLIATECH will have the right to accompany the Distributor and/or the Distributor's sales personnel on sales calls with customers and/or surgeons within the territory as GLIATECH may reasonably request.
2.5 In order to maintain the rights granted by GLIATECH under the present Agreement, the Distributor shall use its best efforts in fulfilling its obligations hereunder. The Distributor shall: (a) place orders for and sell the minimum amount of Products as set forth in Appendix 3 attached hereto and made a part hereof; (b) meet the reporting schedule as set forth in Appendix 4 attached hereto and made a part hereof; and (c) undertake its obligations under the present Agreement in accordance with the quality standards as set forth in Appendix 5 attached hereto and made a part hereof and (d) implement the annual marketing plan as set forth in Section 2.4. At least six weeks prior to the expiration of each year during the term of this Agreement, GLIATECH's representatives will meet with the Distri...
DISTRIBUTOR'S GENERAL OBLIGATIONS. Distributor shall:
(a) devote its best efforts to promoting, selling, leasing, renting, and servicing the Products purchased from Manufacturer pursuant hereto to customers within the Territory;
(b) within one hundred twenty (120) days of the signing of this Agreement, display the Products in a minimum of ________ (___%) per cent of the gross displayed square footage in the Distributor’s ____________ location, located at ;
(c) refrain from selling, leasing, renting or shipping any Products to any Person outside the Territory or for use outside the Territory;
(d) use its best efforts to enact and carry out a merchandising policy designed to preserve the good will that is associated with the name and reputation of Manufacturer and the Products;
(e) conduct any and all sales activities in connection with the Products in a lawful manner, consistent with the highest standards of fair trade, fair competition and business ethics and shall keep the interior and exterior of its business premises in a good state of repair and in a clean and orderly manner and all Products shall be neatly and properly displayed to the retail public; and
(f) use its best efforts to diligently and faithfully develop demand for the Products and to solicit purchases thereof so as to maintain a substantial and increasing volume of sales of the Products, Distributor further agrees that, at all times hereunder, it will maintain adequate working capital, inventory, facilities and personnel to accomplish this purpose.
DISTRIBUTOR'S GENERAL OBLIGATIONS. Distributor shall:
(a) Provide pickup of Product purchased from Metro at the MetroPaint production facility, Swan Island, ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.
(b) Devote its best efforts to promoting and selling the Product purchased from Metro to customers within the Territory.
(c) Use its best efforts to enact and carry out a merchandising policy designed to preserve the good will that is associated with the name and reputation of Metro and the Product.
(d) Conduct any and all sales activities in connection with the Product in a lawful manner, consistent with the highest standards of fair trade, fair competition and business ethics. Distributor shall keep the interior and exterior of its business premises in a state of good repair and in a clean and orderly manner; all Product shall be neatly and properly displayed to the retail public.
(e) Use its best efforts to diligently and faithfully develop demand for the Product and to solicit purchases thereof, so as to maintain a substantial and increasing volume of sales of the Product. Distributor further agrees that, at all times hereunder, it will maintain adequate working capital, inventory, facilities and personnel to accomplish this purpose.
(f) Allow Metro to review and provide input on all marketing materials Distributor develops for the Product.
DISTRIBUTOR'S GENERAL OBLIGATIONS. Best efforts. Distributor agrees to devote its best efforts to promote, service and maximize the sales of the Products throughout the Territory to Customers and work diligently to obtain orders for the Products. Stock of Demonstration Products. Unless otherwise specified in Annex [number], Distributor shall at all times carry at least near to complete range of items comprised in the Products for the purpose of demonstrating the Products to prospective customers.
DISTRIBUTOR'S GENERAL OBLIGATIONS. The distributor shall:
(a) devote its best efforts to promoting, selling, leasing, renting, and servicing the Products it purchases from Beerco pursuant hereto to customers within the Territory;
(b) promptly following the execution of this Agreement, open one retail store in the Territory, at a location of its choosing, for the sale, lease, or renting of the Products. shall open additional retail stores in the Territory when and where, in its sole discretion (which shall be reasonably exercised), it becomes necessary or desirable to do so.
(c) refrain from engaging, directly or indirectly, in the sale, lease, or renting of any items, components, or products which serve the same function as the Products, other than those Products purchased from Beerco pursuant hereto.
DISTRIBUTOR'S GENERAL OBLIGATIONS. Distributor will