DISTRIBUTOR'S OBLIGATIONS. 7.1 The Distributor will use its reasonable endeavours to achieve the maximum possible sales of Products in the Territory by appropriate means including, without limitation (a) through Distribution Outlets, attendance at trade shows and the organisation of sales and other promotions; (b) by employing proficient marketing and sales technical specialists and other personnel; and (c) by maintaining a sufficient stock of Products. 7.2 The Distributor warrants that it will maintain during the continuance of this Agreement (at the Distributor's cost and expense unless otherwise agreed by Xxxxx in writing) all permissions, licences, consents, authorisations, orders, grants or approvals that it has at the Commencement Date and will use its best efforts to obtain any additional ones that may after the Commencement Date be required to enable the Distributor to sell the Products and perform its other obligations in accordance with the terms of this Agreement. 7.3 The Distributor shall notify Xxxxx in writing of any change of Controllers within five days after such change. 7.4 The Distributor shall at its own cost and expense: 7.4.1 be entitled to use Distribution Outlets to maximise sales of the Products in or to the Territory subject always to the provisions of clause 7.8; 7.4.2 provide to any Distribution Outlet used pursuant to clause 7.8 such Documentation as may be reasonably required by such Distribution Outlet; 7.4.3 provide Xxxxx with such other information relating to the performance, development and operation of the Distributor's marketing and sales of Products and to the market for the same as Xxxxx xxx from time to time reasonably request. 7.5 The Distributor will carry out Warranty Replacement on behalf of Xxxxx according to the provisions contained in the appropriate warranty policy set out in clause 7 of the Conditions of Sale as may be modified by agreement between the Distributor and Xxxxx from time to time. 7.6 The Distributor shall not without the previous written consent of Xxxxx be engaged, concerned or interested either directly or indirectly in the supply of Competitive Goods in the Territory provided always that: 7.6.1 the foregoing provisions of this clause 7.6 shall not apply to any products which, or the packaging of which, are not branded with the Trade Marks and which: 7.6.1.1 at the date hereof are in the product portfolio of the Prestolite Group; 7.6.1.2 become part of the product portfolio of the Prestolite Group hereafter and Xxxxx shall have given its prior written consent to the Distributor supplying the same in the Territory, such consent not to be unreasonably withheld; 7.6.1.3 are manufactured at the date hereof by Xxxxx Automotive (Pty) Limited in South Africa or by any other company or business which on the Commencement Date becomes part of the Prestolite Group by acquisition from Xxxxx or a Xxxxx Associate Company; 7.6.1.4 are Second Tier Products; or 7.6.1.5 are products which are similar or competitive with Xxxxx XX Products but which are now or at any time hereafter manufactured by the Distributor or any other member of the Prestolite Group. 7.6.2 notwithstanding the provisions of clause 7. 6.1 the Distributor shall not be engaged, concerned or interested either directly or indirectly in the supply of diesel spare or replacement parts in the Original Equipment Service in the Territory. 7.7 The Distributor shall provide such technical facilities as are necessary to enable the Distributor to repair and service Products and provide warranty support to a standard consistent with that which exists at the Commencement Date or to such higher standard as shall be necessary in the future to keep up to date with developments in the marketplace generally and which shall be reasonably stipulated by Xxxxx to its distributors generally. 7.8 The Distributor shall have the right to continue dealing with any Distribution Outlets in the Territory in existence at the Commencement Date on such terms and under such agreements as shall then be in place (but not so that Xxxxx shall have any liability if any Distribution Outlet does not independently of any direction from Xxxxx wish to deal with the Distributor) and shall have the right after the Commencement Date to appoint Distribution Outlets in the Territory in respect of Products subject to the following provisions: 7.8.1 the Distributor shall notify Xxxxx in writing within 14 days of the appointment of each additional Xxxxx Authorised Distribution Outlet; 7.8.2 the Distributor shall not grant or seek to grant any Distribution Outlet any rights in relation to the Trade Marks without the prior written consent of Xxxxx which it may either refuse in its absolute discretion or grant subject to such conditions as it shall in its absolute discretion decide; 7.8.3 the Distributor shall not hereafter grant any Distribution Outlet exclusivity in relation to the sale or use of Products in any country or part thereof; 7.8.4 in relation to the appointment of any additional Xxxxx Authorised Distribution Outlets, each Sub-Agreement shall (a) be capable of termination by the Distributor no later than the termination of this Agreement; and (b) incorporate a provision enabling the benefit and burden of the Sub- Agreement to be assigned to Xxxxx, or a person nominated by Xxxxx, on the termination of this Agreement. 7.9 The Distributor agrees to fully indemnify and keep Xxxxx fully indemnified against all actions, claims, costs, damages, expenses and liabilities whatsoever suffered or incurred by Xxxxx (a) as a result of things done to or in respect of any Products for which things the Distributor is responsible, including, without limitation, the mode of sale, storage, fitting or repair of Products; (b) arising directly or indirectly from any breach of this Agreement by the Distributor; or (c) as a result of a claim made against Xxxxx by any third party as a result of any act or omission of a Distribution Outlet which would have been a breach of this Agreement if the Distribution Outlet had been a party to this Agreement. In addition the Distributor will use reasonable endeavours to ensure that Distribution Outlets comply with the terms and agreements applicable to them in relation to the sale of Products. 7.10 The Distributor will not actively seek customers for the Products outside the Territory nor establish any branch reselling Products nor maintain any distribution depot for Products outside the Territory. 7.11 Save where any mandatory provision of any applicable law prohibits such a restriction, the Distributor shall not without the prior written consent of Xxxxx sell any of the Products outside the Territory or to any person, firm or company inside the Territory where the Distributor knows or has good reason to believe that the Products in question will be sold outside the Territory. 7.12 The Distributor shall promptly refer to Xxxxx any enquiries or orders for Products received by the Distributor from persons, firms or companies outside the Territory.
Appears in 1 contract
DISTRIBUTOR'S OBLIGATIONS. 7.1 3.1 Distributor shall provide Services in a professional and ethical manner.
3.2 The Distributor will use its reasonable endeavours to achieve the maximum possible sales of Products in the Territory by appropriate means including, without limitation shall:
(a) through Distribution Outlets, attendance at trade shows and the organisation of sales and other promotions; (b) by employing proficient marketing and sales technical specialists and other personnel; and (c) by maintaining a sufficient stock of Products.
7.2 The Distributor warrants that it will maintain during the continuance of this Agreement (at the Distributor's cost and expense unless otherwise agreed by Xxxxx in writing) all permissions, licences, consents, authorisations, orders, grants or approvals that it has at the Commencement Date and will use its best efforts and devote all its resources to obtain any additional ones that may after promote and distribute the Commencement Date be required to enable the Distributor to sell the Products and perform its other obligations in accordance with the terms of this Agreement.
7.3 The Distributor shall notify Xxxxx in writing of any change of Controllers Product within five days after such change.
7.4 The Distributor shall at its own cost and expense:
7.4.1 be entitled to use Distribution Outlets to maximise sales of the Products in or to the Territory subject always to the provisions of clause 7.8;
7.4.2 provide to any Distribution Outlet used pursuant to clause 7.8 such Documentation as may be reasonably required by such Distribution Outlet;
7.4.3 provide Xxxxx with such other information relating to the performance, development and operation of the Distributor's marketing and sales of Products and to the market for the same as Xxxxx xxx from time to time reasonably request.
7.5 The Distributor will carry out Warranty Replacement on behalf of Xxxxx according to the provisions contained in the appropriate warranty policy set out in clause 7 of the Conditions of Sale as may be modified by agreement between the Distributor and Xxxxx from time to time.
7.6 The Distributor shall not without the previous written consent of Xxxxx be engaged, concerned or interested either directly or indirectly in the supply of Competitive Goods in the Territory provided always that:
7.6.1 the foregoing provisions of this clause 7.6 shall not apply to any products which, or the packaging of which, are not branded with the Trade Marks and which:
7.6.1.1 at the date hereof are in the product portfolio of the Prestolite Group;
7.6.1.2 become part of the product portfolio of the Prestolite Group hereafter and Xxxxx shall have given its prior written consent to the Distributor supplying the same in the Territory, such consent not to be unreasonably withheld;
7.6.1.3 are manufactured at the date hereof by Xxxxx Automotive (Pty) Limited in South Africa or by any other company or business which on the Commencement Date becomes part of the Prestolite Group by acquisition from Xxxxx or a Xxxxx Associate Company;
7.6.1.4 are Second Tier Products; or
7.6.1.5 are products which are similar or competitive with Xxxxx XX Products but which are now or at any time hereafter manufactured by the Distributor or any other member of the Prestolite Group.
7.6.2 notwithstanding the provisions of clause 7.
6.1 the Distributor shall not be engaged, concerned or interested either directly or indirectly in the supply of diesel spare or replacement parts in the Original Equipment Service in the Territory.
7.7 (b) It is clearly understood and agreed by and between the Parties that every person engaged by Distributor to execute its obligations under this Agreement shall not have any claim or right, whatsoever against the Company. Distributor shall be solely responsible for their terms and conditions of services, safety and health etc. and on no account shall the Distributor’s persons be deemed to be employees of the Company. All amounts payable to such persons towards salary, wages or other statutory payments, emoluments, benefits of its any nature shall be paid by the Distributor and the Company shall not be liable to pay the same.
(c) regularly and immediately upon request by the Company inform the Company of the progress of the Services rendered by it;
(d) not use or engage third party resources and or services for providing Services;
(e) In the course of performance of its Services, comply with all Applicable Laws including compliance with relevant tax laws, obtain and maintain all the necessary permissions, licenses and approvals, shall maintain all registers and records required to be maintained by Applicable Law, and file all returns, forms and the like required to be filed under Applicable Law;
(f) at the request of the Company, provide such information and documents as may be requested by the Company and / or SEBI in connection with the Services performed hereunder;
(g) clearly inform the Client (or any prospective client) of the risks involved in making equity investments, that there cannot be any assurance or guarantee that the objective of investments will be achieved, or that the returns shall always be accretive and that the past performance of the Company or the Product does not indicate or guarantee their/ its future performance;
(h) ensure that at all times during the Term, he/ it satisfies the qualification requirements prescribed by SEBI pursuant to the Regulations and/ or Applicable Law, including with regard to obtaining and maintaining appropriate NISM certifications under the SEBI (Certification of Associated Persons in the Securities Markets) Regulations, 2007;
(i) provide such information and documents as may be required by the Company to ascertain the qualifications and suitability of the Distributor for performing the Services.
3.3 In performing the Services, the Distributor shall:
(a) Not provide information to a Client (or prospective client) which is inaccurate, false or misleading;
(b) Not make any representations, warranties or guarantees to the Client (or prospective clients) with respect to the nature and performance of the Product, the returns which may be generated from using the Product, any features of the Product or provide any forecast to the Client (or prospective clients) with respect to investment returns that may be generated by using the Product; and
(c) provide only such information with respect to the Product to a Client (or a prospective client) as has been provided to the Distributor by the Company.
3.4 The Distributor acknowledges and agrees that the Company shall be entitled to directly communicate with Client’s with respect to or in connection with the Product, including any information pertaining to the investments made by them, as deemed necessary by the Company. The Distributor shall provide such technical facilities as are necessary ensure that the Client provides appropriate consents to enable the Distributor Company to repair and service Products and provide warranty support share any communications sent by the Company to a standard consistent with that which exists at the Commencement Date or to such higher standard as shall be necessary in the future to keep up to date with developments in the marketplace generally and which shall be reasonably stipulated by Xxxxx to its distributors generally.
7.8 The Distributor shall have the right to continue dealing with any Distribution Outlets in the Territory in existence at the Commencement Date on such terms and under such agreements as shall then be in place (but not so that Xxxxx shall have any liability if any Distribution Outlet does not independently of any direction from Xxxxx wish to deal Client with the Distributor) and shall have the right after the Commencement Date to appoint Distribution Outlets in the Territory in respect of Products subject to the following provisions:
7.8.1 the Distributor shall notify Xxxxx in writing within 14 days of the appointment of each additional Xxxxx Authorised Distribution Outlet;
7.8.2 the Distributor shall not grant or seek to grant any Distribution Outlet any rights in relation to the Trade Marks without the prior written consent of Xxxxx which it may either refuse in its absolute discretion or grant subject to such conditions as it shall in its absolute discretion decide;
7.8.3 the Distributor shall not hereafter grant any Distribution Outlet exclusivity in relation to the sale or use of Products in any country or part thereof;
7.8.4 in relation to the appointment of any additional Xxxxx Authorised Distribution Outlets, each Sub-Agreement shall (a) be capable of termination by the Distributor no later than the termination of this Agreement; and (b) incorporate a provision enabling the benefit and burden of the Sub- Agreement to be assigned to Xxxxx, or a person nominated by Xxxxx, on the termination of this Agreement.
7.9 The Distributor agrees to fully indemnify and keep Xxxxx fully indemnified against all actions, claims, costs, damages, expenses and liabilities whatsoever suffered or incurred by Xxxxx (a) as a result of things done to or in respect of any Products for which things the Distributor is responsible, including, without limitation, the mode of sale, storage, fitting or repair of Products; (b) arising directly or indirectly from any breach of this Agreement by the Distributor; or (c) as a result of a claim made against Xxxxx by any third party as a result of any act or omission of a Distribution Outlet which would have been a breach of this Agreement if the Distribution Outlet had been a party to this Agreement. In addition the Distributor will use reasonable endeavours to ensure that Distribution Outlets comply with the terms and agreements applicable to them in relation to the sale of Products.
7.10 The Distributor will not actively seek customers for the Products outside the Territory nor establish any branch reselling Products nor maintain any distribution depot for Products outside the Territory.
7.11 Save where any mandatory provision of any applicable law prohibits such a restriction, the Distributor shall not without the prior written consent of Xxxxx sell any of the Products outside the Territory or to any person, firm or company inside the Territory where the Distributor knows or has good reason to believe that the Products in question will be sold outside the Territory.
7.12 The Distributor shall promptly refer to Xxxxx any enquiries or orders for Products received by the Distributor from persons, firms or companies outside the Territory.
Appears in 1 contract
Samples: Distribution Agreement
DISTRIBUTOR'S OBLIGATIONS. 7.1 3.1 The Distributor will use its reasonable endeavours to achieve agrees that at all times during the maximum possible sales of Products in the Territory by appropriate means including, without limitation Term it shall:
(a) through Distribution Outlets, attendance at trade shows and the organisation of sales and other promotions; (b) by employing proficient marketing and sales technical specialists and other personnel; and (c) by maintaining a sufficient stock of Products.
7.2 The Distributor warrants that it will maintain during the continuance of this Agreement (at the Distributor's cost and expense unless otherwise agreed by Xxxxx in writing) all permissions, licences, consents, authorisations, orders, grants or approvals that it has at the Commencement Date and will use its best efforts to obtain maximize the sale of the Products within the Territory, including, without limitation, (i) using diligent efforts to promote the sale of Products and the reputation thereof, as well as customer confidence in them and the goodwill of the Products, and (ii) advertising the Products, at its expense and agreeing that said advertisements shall prominently display DH’s Trademarks and shall be subject to prior approval by DH with respect to content and format.
(b) market the Products on terms and conditions consistent with the sales prices and conditions established by DH for the Territory and in accordance with any additional ones that may after and all applicable laws, including without limitation, those of the Commencement Date be required Territory.
(c) maintain a reasonable inventory of Products for sales presentations, training meetings, shows and other marketing purposes as needed, or if requested by DH.
(d) keep full and proper books of account and records showing clearly all transactions and proceedings relating to enable the Distributor to sell the Products and perform allow DH, on reasonable notice, access to its accounts and records relating to the Products for the purpose of inspection.
(e) make all records and correspondence to and related to customers and accounts available to DH, which records shall include details of sales, outstanding customer orders and orders placed by the Distributor with DH that are still outstanding, and any other information relating to the performance of its obligations under this agreement that DH may reasonably require from time to time.
(f) forward to DH all inquiries that Distributor receives regarding the purchase of Products from interested parties outside of the Territory.
(g) inform DH immediately of any change of Control of the Distributor and of any change in accordance its organisation or method of doing business which might affect the performance of the Distributor’s duties in this agreement.
3.2 Distributor shall not, directly or indirectly, during the term:
(a) sell or seek to sell any of the Products to customers located outside the Territory, including through visits, direct mail or electronically, or to any party seeking to purchase Products with the intent of reselling them outside of the Territory.
(b) make any advertisement, have any establishment or maintain any site for sale or distribution of Products outside the Territory.
(c) sell or seek to sell any of the Products under a brand name, trademark or trade name other than “Danik Hook” or any other trade xxxx or trade name set forth under Exhibit 4 or otherwise in a manner not expressly permitted under the terms of this Agreement.
7.3 The Distributor shall notify Xxxxx (d) resell the Products at a price exceeding the maximum resale price specified by DH in writing of any change of Controllers within five days after such change.
7.4 The Distributor shall at its own cost and expense:
7.4.1 be entitled to use Distribution Outlets to maximise sales of the Products in or to the Territory subject always to the provisions of clause 7.8;
7.4.2 provide to any Distribution Outlet used pursuant to clause 7.8 such Documentation as may be reasonably required by such Distribution Outlet;
7.4.3 provide Xxxxx with such other information relating to the performance, development and operation of the Distributor's marketing and sales of Products and to the market for the same as Xxxxx xxx from time to time reasonably request.
7.5 The Distributor will carry out Warranty Replacement on behalf of Xxxxx according to the provisions contained in the appropriate warranty policy set out in clause 7 of the Conditions of Sale as may be modified by agreement between the Distributor and Xxxxx from time to time.
7.6 The Distributor shall not (e) engage in any Conflicting Activities (as defined in Section 13 below).
(f) select or appoint any sub-distributors for the Products within the Territory without the previous prior written consent approval of Xxxxx be engagedDH.
(g) represent itself as an agent of DH for any purpose; pledge DH’s credit; give any condition or warranty on the DH’s behalf; make any representation on the DH’s behalf; or commit DH to any contracts.
(h) make any warranties, concerned promises or interested either directly or indirectly guarantees about the Products beyond those contained in any promotional material supplied by DH, without DH’s prior written consent.
3.3 In addition, Distributor acknowledges that:
(a) All costs and expenses connected with and/or incidental to the supply distribution of Competitive Goods Products in the Territory provided always that:
7.6.1 the foregoing provisions of and Distributor’s performance under this clause 7.6 Agreement shall not apply to any products whichbe borne by Distributor, or the packaging of which, are not branded with the Trade Marks and which:
7.6.1.1 at the date hereof are in the product portfolio of the Prestolite Group;
7.6.1.2 become part of the product portfolio of the Prestolite Group hereafter and Xxxxx shall have given its prior written consent to the Distributor supplying the same in the Territory, such consent not to be unreasonably withheld;
7.6.1.3 are manufactured at the date hereof by Xxxxx Automotive (Pty) Limited in South Africa or by any other company or business which on the Commencement Date becomes part of the Prestolite Group by acquisition from Xxxxx or a Xxxxx Associate Company;
7.6.1.4 are Second Tier Products; or
7.6.1.5 are products which are similar or competitive with Xxxxx XX Products but which are now or at any time hereafter manufactured by the Distributor or any other member of the Prestolite Group.
7.6.2 notwithstanding the provisions of clause 7.
6.1 the Distributor shall not be engagedentitled to reimbursement therefor from DH, concerned or interested either directly or indirectly in the supply of diesel spare or replacement parts in the Original Equipment Service in the Territory.
7.7 The Distributor shall provide such technical facilities except as are necessary to enable the Distributor to repair and service Products and provide warranty support to a standard consistent with that which exists at the Commencement Date or to such higher standard as shall be necessary in the future to keep up to date with developments in the marketplace generally and which shall be reasonably stipulated by Xxxxx to its distributors generally.
7.8 The Distributor shall have the right to continue dealing with any Distribution Outlets in the Territory in existence at the Commencement Date on such terms and under such agreements as shall then be in place (but not so that Xxxxx shall have any liability if any Distribution Outlet does not independently of any direction from Xxxxx wish to deal with the Distributor) and shall have the right after the Commencement Date to appoint Distribution Outlets in the Territory in respect of Products subject to the following provisions:
7.8.1 the Distributor shall notify Xxxxx otherwise agreed in writing within 14 days of the appointment of each additional Xxxxx Authorised Distribution Outletby DH in its sole and absolute discretion;
7.8.2 the Distributor shall not grant or seek to grant any Distribution Outlet any rights in relation to the Trade Marks without the prior written consent of Xxxxx which it may either refuse in its absolute discretion or grant subject to such conditions as it shall in its absolute discretion decide;
7.8.3 the Distributor shall not hereafter grant any Distribution Outlet exclusivity in relation to the sale or use of Products in any country or part thereof;
7.8.4 in relation to the appointment of any additional Xxxxx Authorised Distribution Outlets, each Sub-Agreement shall (a) be capable of termination by the Distributor no later than the termination of this Agreement; and (b) incorporate a provision enabling DH may change the benefit and burden design of the Sub- Agreement to be assigned to Xxxxx, or a person nominated by Xxxxx, on the termination of this Agreement.
7.9 The Distributor agrees to fully indemnify and keep Xxxxx fully indemnified against all actions, claims, costs, damages, expenses and liabilities whatsoever suffered or incurred by Xxxxx (a) as a result of things done to or in respect of any Products for which things the Distributor is responsible, including, without limitation, the mode of sale, storage, fitting or repair of Products; (b) arising directly or indirectly from any breach of this Agreement by the Distributor; or (c) as a result of a claim made against Xxxxx by any third party as a result of any act or omission of a Distribution Outlet which would have been a breach of this Agreement if the Distribution Outlet had been a party to this Agreement. In addition the Distributor will use reasonable endeavours to ensure that Distribution Outlets comply with the terms and agreements applicable to them in relation to the sale of Products.
7.10 The Distributor will not actively seek customers for the Products outside the Territory nor establish any branch reselling Products nor maintain any distribution depot for Products outside the Territory.
7.11 Save where any mandatory provision of any applicable law prohibits such a restriction, the Distributor shall not without the prior written consent of Xxxxx sell any of the Products outside the Territory at any time, or to may discontinue selling any person, firm or company inside the Territory where the Distributor knows or has good reason to believe that all of the Products in question will be sold outside the Territoryor parts without advance notice to Distributor.
7.12 The (c) Notwithstanding anything to the contrary contained herein, Distributor shall promptly refer have no claim against DH for failure to Xxxxx furnish Products or parts of the model, design or type previously sold, or for failure to incorporate modifications in any enquiries or orders for Products received previously purchased by the Distributor from persons, firms or companies outside the TerritoryDistributor.
Appears in 1 contract
Samples: Distribution Agreement
DISTRIBUTOR'S OBLIGATIONS. 7.1 The In order to maintain the high reputation and goodwill associated with Supplier and the Products, Distributor will shall, except where otherwise agreed to in writing by Supplier:
(a) use its reasonable endeavours best efforts to achieve develop and promote the maximum possible sales and distribution of the Products in the Territory;
(b) establish and maintain a competent sales staff to call upon prospective purchasers of Products in the Territory by appropriate means including, without limitation (a) through Distribution Outlets, attendance at trade shows and as is necessary for the organisation performance of sales and other promotions; (b) by employing proficient marketing and sales technical specialists and other personnel; and its obligations under this Agreement;
(c) display and/or distribute all advertising and promotional materials (if any) which may be provided by maintaining a sufficient stock Supplier and co-operate fully with Supplier in connection with all promotional programs and sales programs (if any) offered by Supplier;
(d) at no time engage in any activities which may adversely affect the reputation and goodwill of Distributor, Supplier or the Products.. Without limiting the foregoing, Distributor shall not engage in any illegal, deceptive, unfair or unethical trade practices with respect to the Products nor make any false, misleading or disparaging representations about Supplier or the Product;
7.2 The Distributor warrants that it will maintain during (e) comply with all reasonable mandatory procedures and specifications (if any) from time to time prescribed by Supplier relating to the continuance sale and distribution of this Agreement the Products;
(at the Distributor's cost and expense unless otherwise agreed by Xxxxx in writingf) comply with all permissionslaws, licencesregulations, consents, authorisationsby-laws, orders, grants rulings and ordinances, including without limitation consumer protection and trade practices laws, and obtain all necessary permits and licences which may have application to the advertising, sale and distribution of the Products; and
(g) extend to Distributor's customers in respect of all Products sold to Distributor hereunder all applicable standard Supplier product warranties;
(h) ensure that the Products comply with local regulations as to safety, packaging and marking;
(i) advertise and promote sales in accordance with policies established by Supplier from time to time;
(j) attend and actively participate in appropriate trade shows in the Territory which are or approvals could be useful or appropriate for the sale of the Products;
(k) in consultation with Supplier, design, develop and implement annual marketing plans which shall include the development and implementation of a marketing strategy, including catalogues, literature, advertisements, mailings, trade shows, sales training programs and promotions;
(l) provide on each anniversary of this Agreement, a detailed written market report including but not limited to such information as a review of the previous twelve months, a preview of the forthcoming year, market conditions and competition. Such report shall also include an updated detailed marketing plan in writing for discussion with Supplier in order that it has at an agreed program may be implemented the Commencement Date following year;
(m) to the extent that Distributor displays Products in one its showrooms, consult with Supplier and will obtain the permission of Supplier, prior to demonstrating Products or allowing persons access to the Products. Without the prior written consent of Supplier, under no circumstance shall Distributor demonstrate the Products to, or permit access to, persons associated with, in any capacity, the following entities: Chino Corp., Nissei Sangyo Co. Ltd., Toyo Technica, Tsukasa Sokken, Globetech and Giner;
(n) pay all expenses for the implementation of marketing research, telex, fax, telephone, postage, travel, promotion, advertising, the cost of all personnel and independent contractors employed or engaged in the implementations of the marketing plan and the sales of the Product;
(o) use its best efforts to obtain any additional ones that may after the Commencement Date be required to enable the Distributor to sell the Products maintain good commercial relations with customers and perform its other obligations in accordance with the terms of this Agreement.
7.3 The Distributor shall notify Xxxxx in writing of any change of Controllers within five days after such change.
7.4 The Distributor shall at its own cost and expense:
7.4.1 be entitled to use Distribution Outlets to maximise sales potential customers of the Products in or to the Territory subject always to Territory, and promote the provisions interests of clause 7.8;
7.4.2 provide to any Distribution Outlet used pursuant to clause 7.8 such Documentation as may be reasonably required by such Distribution Outlet;
7.4.3 provide Xxxxx with such other information relating to the performance, development and operation of the Distributor's marketing and sales of Products and to the market for the same as Xxxxx xxx from time to time reasonably request.
7.5 The Distributor will carry out Warranty Replacement on behalf of Xxxxx according to the provisions contained in the appropriate warranty policy set out in clause 7 of the Conditions of Sale as may be modified by agreement between the Distributor and Xxxxx from time to time.
7.6 The Distributor shall not without the previous written consent of Xxxxx be engaged, concerned or interested either directly or indirectly in the supply of Competitive Goods in the Territory provided always that:
7.6.1 the foregoing provisions of this clause 7.6 shall not apply to any products which, or the packaging of which, are not branded with the Trade Marks and which:
7.6.1.1 at the date hereof are in the product portfolio of the Prestolite Group;
7.6.1.2 become part of the product portfolio of the Prestolite Group hereafter and Xxxxx shall have given its prior written consent to the Distributor supplying the same Supplier in the Territory. In this regard, such consent not Distributor shall: make prompt deliveries of orders; communicate to be unreasonably withheld;
7.6.1.3 are manufactured at the date hereof by Xxxxx Automotive (Pty) Limited in South Africa or by any other company or business which on the Commencement Date becomes part of the Prestolite Group by acquisition from Xxxxx or a Xxxxx Associate Company;
7.6.1.4 are Second Tier Products; or
7.6.1.5 are products which are similar or competitive with Xxxxx XX Products but which are now or at any time hereafter manufactured by the Distributor or any other member of the Prestolite Group.
7.6.2 notwithstanding the provisions of clause 7.
6.1 the Distributor shall not be engagedSupplier promptly all customer service, concerned or interested either directly or indirectly in the supply of diesel spare or repair and replacement parts in the Original Equipment Service service requests in the Territory.; and, pass on to Supplier all complaints concerning the sales of the Products;
7.7 The Distributor shall (p) provide such technical facilities as are necessary to enable the Distributor to repair and service Products and provide warranty support to a standard consistent with that which exists at the Commencement Date or to such higher standard as shall be necessary in the future to keep up to date with developments in the marketplace generally and which shall be reasonably stipulated by Xxxxx to its distributors generally.
7.8 The Distributor shall have the right to continue dealing with any Distribution Outlets in the Territory in existence at the Commencement Date on such terms and under such agreements as shall then be in place (but not so that Xxxxx shall have any liability if any Distribution Outlet does not independently of any direction from Xxxxx wish to deal with the Distributor) and shall have the right after the Commencement Date to appoint Distribution Outlets in the Territory monthly reports in respect of Products subject the quotation activity of the Distributor during the month, including customer names, delivery dates, quotation prices and internal Distributor rankings; and
(q) ensure that any registration or notification required by the laws of the Territory shall have been carried out. Distributor shall comply with all laws and regulations as may apply with the Territory, as applicable to this agreement and all transactions and activities contemplated or to be performed hereunder, and shall procure and maintain all approvals, licences, permissions and permits necessary to the following provisions:
7.8.1 performance of its business and conduct its business in a manner so as to not bring discredit upon the Distributor shall notify Xxxxx in writing within 14 days of the appointment of each additional Xxxxx Authorised Distribution Outlet;
7.8.2 the Distributor shall not grant or seek to grant any Distribution Outlet any rights in relation to the Trade Marks without the prior written consent of Xxxxx which it may either refuse in its absolute discretion or grant subject to such conditions as it shall in its absolute discretion decide;
7.8.3 the Distributor shall not hereafter grant any Distribution Outlet exclusivity in relation to the sale or use of Products in any country or part thereof;
7.8.4 in relation to the appointment of any additional Xxxxx Authorised Distribution Outlets, each Sub-Agreement shall (a) be capable of termination by the Distributor no later than the termination of this Agreement; and (b) incorporate a provision enabling the benefit and burden of the Sub- Agreement to be assigned to Xxxxx, or a person nominated by Xxxxx, on the termination of this Agreement.
7.9 The Distributor agrees to fully indemnify and keep Xxxxx fully indemnified against all actions, claims, costs, damages, expenses and liabilities whatsoever suffered or incurred by Xxxxx (a) as a result of things done to or in respect of any Products for which things the Distributor is responsible, including, without limitation, the mode of sale, storage, fitting or repair of Products; (b) arising directly or indirectly from any breach of this Agreement by the Distributor; or (c) as a result of a claim made against Xxxxx by any third party as a result of any act or omission of a Distribution Outlet which would have been a breach of this Agreement if the Distribution Outlet had been a party to this Agreement. In addition the Distributor will use reasonable endeavours to ensure that Distribution Outlets comply with the terms and agreements applicable to them in relation to the sale of Products.
7.10 The Distributor will not actively seek customers for the Products outside the Territory nor establish any branch reselling Products nor maintain any distribution depot for Products outside the Territory.
7.11 Save where any mandatory provision of any applicable law prohibits such a restriction, the Distributor shall not without the prior written consent of Xxxxx sell any reputation of the Products outside or Supplier. Distributor shall keep Supplier informed of any laws or regulations of the Territory which may affect the promotion, sales, services or to any person, firm or company inside the Territory where the Distributor knows or has good reason to believe that maintenance of the Products in question order that Supplier will be sold outside the Territorynot breach any such laws or regulations through lack of awareness thereof.
7.12 The Distributor shall promptly refer to Xxxxx any enquiries or orders for Products received by the Distributor from persons, firms or companies outside the Territory.
Appears in 1 contract
DISTRIBUTOR'S OBLIGATIONS. 7.1 The Distributor will use its reasonable endeavours agrees to achieve the maximum possible sales of Products in the Territory by appropriate means including, without limitation (a) through Distribution Outlets, attendance at trade shows and the organisation of sales and other promotions; (b) by employing proficient marketing and sales technical specialists and other personnel; and (c) by maintaining a sufficient stock of Products.
7.2 The Distributor warrants that it will maintain during the continuance of this Agreement (at the Distributor's cost and expense unless otherwise agreed by Xxxxx in writing) all permissions, licences, consents, authorisations, orders, grants or approvals that it has at the Commencement Date and will use employ its best efforts to obtain any additional ones that may after promote the Commencement Date be required to enable distribution and sale of the Distributor to sell Products within the Territory. In connection with the distribution of the Products and perform its other obligations in accordance with the terms of addition, to those duties otherwise set forth in this Agreement., Distributor agrees to do the following:
7.3 The (a) Aggressively identify, develop and respond to leads respecting new customers for the Products and promote new uses or applications respecting the Products to existing customers;
(b) Conduct regular and continuing sales promotion programs and activities (including participation at trade shows, conventions, scientific conferences and similar events) within the Territory and distribute, within the Territory, the Company's literature respecting the Products, including sales brochures and other materials provided by the Company to stimulate demand for the Products;
(c) Respond promptly to requests from the Territory for quotations, orders and similar inquiries for the Products, and maintain careful attention to potential customers' product requirements, and to the extent Distributor engages agents, employees, distributors or other representatives, Distributor shall notify Xxxxx be solely responsible for all obligations and its performance hereunder;
(d) Maintain an adequate business location in writing of any change of Controllers within five days after such change.
7.4 The Distributor shall at its own cost and expense:
7.4.1 be entitled the Territory to use Distribution Outlets to maximise penetrate the market for the sales of the Products in or within the Territory;
(e) Except to the Territory subject always to extent the provisions Company may in its discretion reimburse Distributor for all or part of clause 7.8;
7.4.2 provide to any Distribution Outlet used pursuant to clause 7.8 such Documentation as may be reasonably required by such Distribution Outlet;
7.4.3 provide Xxxxx with such other information relating to the performance, development and operation of the Distributor's marketing and sales of Products and to the market expenses incurred in connection with its activities under subsection 3(b) above, be responsible for the same as Xxxxx xxx from time to time reasonably request.
7.5 The Distributor will carry out Warranty Replacement all expenses incurred in performing services by or on behalf of Xxxxx according to Distributor in connection with the provisions contained in the appropriate warranty policy set out in clause 7 distribution of the Conditions of Sale as may be modified by agreement between the Distributor and Xxxxx from time to time.
7.6 The Distributor shall not without the previous written consent of Xxxxx be engaged, concerned or interested either directly or indirectly in the supply of Competitive Goods in the Territory provided always that:
7.6.1 the foregoing provisions of this clause 7.6 shall not apply to any products which, or the packaging of which, are not branded with the Trade Marks and which:
7.6.1.1 at the date hereof are in the product portfolio of the Prestolite Group;
7.6.1.2 become part of the product portfolio of the Prestolite Group hereafter and Xxxxx shall have given its prior written consent to the Distributor supplying the same Products in the Territory;
(f) Make only representations with respect to the performance of the Products as authorized by the Company and advertise the Products consistent therewith which, such consent not at no time, shall be deceptive, misleading or injurious to the goodwill associated with the Products; and
(g) Comply with all applicable laws and regulations of every governmental authority having jurisdiction over the handling, use and sale of the Products, and refrain from any action which will cause the Company to be unreasonably withheld;
7.6.1.3 are manufactured at the date hereof by Xxxxx Automotive (Pty) Limited found in South Africa or by any other company or business which on the Commencement Date becomes part of the Prestolite Group by acquisition from Xxxxx or a Xxxxx Associate Company;
7.6.1.4 are Second Tier Products; or
7.6.1.5 are products which are similar or competitive violation thereof. If necessary to insure compliance with Xxxxx XX Products but which are now or at any time hereafter manufactured by the Distributor or any other member of the Prestolite Group.
7.6.2 notwithstanding the provisions of clause 7.
6.1 the Distributor shall not be engagedU.S. Food and Drug Administration tracking requirements, concerned or interested either directly or indirectly in the supply of diesel spare or replacement parts in the Original Equipment Service in the Territory.
7.7 The Distributor shall provide such technical facilities as are necessary to enable the Company on a monthly basis the following information regarding Products Distributor to repair and service Products and provide warranty support to a standard consistent with that which exists at the Commencement Date or to such higher standard as shall be necessary in the future to keep up to date with developments in the marketplace generally and which shall be reasonably stipulated by Xxxxx provides to its distributors generally.
7.8 The Distributor shall have customers: (i) Product Model number; (ii) Product Serial number; (iii) date received from the right to continue dealing with any Distribution Outlets in the Territory in existence at the Commencement Date on such terms Company; (iv) customer name, address and under such agreements as shall then be in place telephone number; (but not so that Xxxxx shall have any liability if any Distribution Outlet does not independently v) date Product shipped to/received by customer; (vi) name, address and telephone number of any direction from Xxxxx wish to deal with the Distributor) and shall have the right after the Commencement Date to appoint Distribution Outlets in the Territory in respect of Products subject to the following provisions:
7.8.1 the Distributor shall notify Xxxxx in writing within 14 days end-use facility of the appointment of each additional Xxxxx Authorised Distribution Outlet;
7.8.2 the Distributor shall not grant or seek to grant any Distribution Outlet any rights in relation to the Trade Marks without the prior written consent of Xxxxx which it may either refuse in its absolute discretion or grant subject to such conditions as it shall in its absolute discretion decide;
7.8.3 the Distributor shall not hereafter grant any Distribution Outlet exclusivity in relation to the sale or use of Products in any country or part thereof;
7.8.4 in relation to the appointment of any additional Xxxxx Authorised Distribution Outlets, each Sub-Agreement shall (a) be capable of termination by the Distributor no later than the termination of this Agreement; and (b) incorporate a provision enabling the benefit and burden of the Sub- Agreement to be assigned to Xxxxx, or a person nominated by Xxxxx, on the termination of this AgreementProduct.
7.9 The Distributor agrees to fully indemnify and keep Xxxxx fully indemnified against all actions, claims, costs, damages, expenses and liabilities whatsoever suffered or incurred by Xxxxx (a) as a result of things done to or in respect of any Products for which things the Distributor is responsible, including, without limitation, the mode of sale, storage, fitting or repair of Products; (b) arising directly or indirectly from any breach of this Agreement by the Distributor; or (c) as a result of a claim made against Xxxxx by any third party as a result of any act or omission of a Distribution Outlet which would have been a breach of this Agreement if the Distribution Outlet had been a party to this Agreement. In addition the Distributor will use reasonable endeavours to ensure that Distribution Outlets comply with the terms and agreements applicable to them in relation to the sale of Products.
7.10 The Distributor will not actively seek customers for the Products outside the Territory nor establish any branch reselling Products nor maintain any distribution depot for Products outside the Territory.
7.11 Save where any mandatory provision of any applicable law prohibits such a restriction, the Distributor shall not without the prior written consent of Xxxxx sell any of the Products outside the Territory or to any person, firm or company inside the Territory where the Distributor knows or has good reason to believe that the Products in question will be sold outside the Territory.
7.12 The Distributor shall promptly refer to Xxxxx any enquiries or orders for Products received by the Distributor from persons, firms or companies outside the Territory.
Appears in 1 contract
DISTRIBUTOR'S OBLIGATIONS. 7.1 The Distributor will use its reasonable endeavours to achieve the maximum possible sales of Products in the Territory by appropriate means including, without limitation (a) through Distribution Outlets, attendance at trade shows and the organisation of sales and other promotions; (b) by employing proficient marketing and sales technical specialists and other personnel; and (c) by maintaining a sufficient stock of Products.
7.2 The Distributor warrants that it will maintain during the continuance of this Agreement (at the Distributor's cost and expense unless otherwise agreed by Xxxxx in writing) all permissions, licences, consents, authorisations, orders, grants or approvals that it has at the Commencement Date and will use its best efforts to obtain any additional ones that may after the Commencement Date be required to enable the Distributor to sell the Products and perform its other obligations in accordance with the terms of this Agreement.
7.3 3.1 The Distributor shall notify Xxxxx in writing of any change of Controllers within five days after such change.
7.4 The Distributor shall at its own cost promote and expense:
7.4.1 be entitled to use Distribution Outlets to maximise develop sales of the Products in or to the Territory subject always to the provisions of clause 7.8;
7.4.2 provide to any Distribution Outlet used pursuant to clause 7.8 upon such Documentation terms and conditions as may be reasonably required by such Distribution Outlet;
7.4.3 provide Xxxxx with such other information relating to the performance, development and operation of the Distributor's marketing and sales of Products and to the market for the same as Xxxxx xxx from time to time reasonably request.
7.5 The Distributor will carry out Warranty Replacement on behalf of Xxxxx according to the provisions contained in the appropriate warranty policy set out in clause 7 of the Conditions of Sale as may be modified by agreement between the Distributor and Xxxxx it shall determine from time to time.
7.6 (a) The Distributor shall not without sell the previous written consent number of Xxxxx be engaged, concerned or interested either directly or indirectly in TeliCam Intra0ral Cameras (the supply of Competitive Goods "Cameras") in the Territory provided always that:
7.6.1 set forth in Appendix "D" hereto. During any renewal term, the foregoing provisions of this clause 7.6 minimum quota shall not apply to any products which, or the packaging of which, are not branded with the Trade Marks and which:
7.6.1.1 remain fixed at the date hereof are minimum amount in effect during the product portfolio fifth year of the Prestolite Group;original term hereof. If Distributor exceeds the minimum quota in any quarter or year, the excess can be carried forward to meet the minimum quota in future periods.
7.6.1.2 become part of (b) In the product portfolio of the Prestolite Group hereafter and Xxxxx shall have given its prior written consent to event that the Distributor supplying fails to satisfy the same in the Territoryminimum quota set forth above for any year, and such consent failure is not to be unreasonably withheld;
7.6.1.3 are manufactured at the date hereof by Xxxxx Automotive (Pty) Limited in South Africa or caused by any other company breach or business which on the Commencement Date becomes part of the Prestolite Group default by acquisition from Xxxxx or a Xxxxx Associate Company;
7.6.1.4 are Second Tier Products; or
7.6.1.5 are products which are similar or competitive with Xxxxx XX Products but which are now or at any time hereafter manufactured by the Distributor or any other member of the Prestolite Group.
7.6.2 notwithstanding the provisions of clause 7.
6.1 the Distributor shall not be engagedD&M hereunder, concerned or interested either directly or indirectly in the supply of diesel spare or replacement parts in the Original Equipment Service in the Territory.
7.7 The Distributor shall provide such technical facilities as are necessary to enable the Distributor to repair and service Products and provide warranty support to a standard consistent with that which exists at the Commencement Date or to such higher standard as shall be necessary in the future to keep up to date with developments in the marketplace generally and which shall be reasonably stipulated by Xxxxx to its distributors generally.
7.8 The Distributor D&M shall have the right to continue dealing with any Distribution Outlets terminate this Agreement, if after giving notice of its intent in the Territory in existence at the Commencement Date on such terms and under such agreements as shall then be in place (but not so that Xxxxx shall have any liability if any Distribution Outlet does not independently of any direction from Xxxxx wish writing to deal with the Distributor) and shall have the right after the Commencement Date to appoint Distribution Outlets in the Territory in respect of Products subject to the following provisions:
7.8.1 , the Distributor shall notify Xxxxx in writing fails to rectify any shortfall within 14 ninety (90) days of from the appointment of each additional Xxxxx Authorised Distribution Outlet;
7.8.2 time that such notice is given. If the Distributor shall minimum quota is met D&M cannot grant or seek to grant any Distribution Outlet any rights in relation to the Trade Marks without the prior written consent of Xxxxx which it may either refuse in its absolute discretion or grant subject to such conditions as it shall in its absolute discretion decide;
7.8.3 the Distributor shall not hereafter grant any Distribution Outlet exclusivity in relation to the sale or use of Products in any country or part thereof;
7.8.4 in relation to the appointment of any additional Xxxxx Authorised Distribution Outlets, each Sub-Agreement shall (a) be capable of termination by the Distributor no later than the termination of this Agreement; and (b) incorporate a provision enabling the benefit and burden of the Sub- Agreement to be assigned to Xxxxx, or a person nominated by Xxxxx, on the termination of terminate this Agreement.
7.9 The Distributor agrees to fully indemnify and keep Xxxxx fully indemnified against all actions, claims, costs, damages, expenses and liabilities whatsoever suffered or incurred by Xxxxx (a) as a result of things done to or in respect of any Products for which things the Distributor is responsible, including, without limitation, the mode of sale, storage, fitting or repair of Products; (b) arising directly or indirectly from any breach of this Agreement by the Distributor; or (c) as a result of a claim made against Xxxxx by any third party as a result of any act or omission of a Distribution Outlet which would have been a breach of No minimum quotas are established under this Agreement if the Distribution Outlet had been a party to this Agreement. In addition the Distributor will use reasonable endeavours to ensure that Distribution Outlets comply with the terms and agreements applicable to them in relation to the sale of Productsfor software or any other items.
7.10 The (d) If D&M introduces any updated, improved or enhanced version of the Camera, or any equipment designed or intended to perform the same function (the "New Camera"), Distributor will not actively seek customers for shall be entitled to meet the Products outside minimum quota through combined sales of the Territory nor establish Cameras and any branch reselling Products nor maintain any distribution depot for Products outside the TerritoryNew Cameras.
7.11 Save where any mandatory provision of any applicable law prohibits such a restriction, the Distributor shall not without the prior written consent of Xxxxx sell any of the Products outside the Territory or to any person, firm or company inside the Territory where the Distributor knows or has good reason to believe that the Products in question will be sold outside the Territory.
7.12 3.3 The Distributor shall promptly refer to Xxxxx any enquiries or orders for Products received by the Distributor from persons, firms or companies outside maintain in the Territory., adequate facilities and sales personnel to undertake its obligations under this Agreement, as shall its sub-distributors. In addition, Distributor shall maintain, in Brazil, a showroom, a customer service telephone number, and the facilities and personnel necessary to perform minor repairs to the Product, and install Products and train customers in the Product's use. Such facilities shall, subject to reasonable prior notice, be available for inspection by D&M.
Appears in 1 contract
Samples: Distributor Agreement (Dental Medical Diagnostic Systems Inc)
DISTRIBUTOR'S OBLIGATIONS. 7.1 The Distributor will use its reasonable endeavours to achieve the maximum possible sales of Products in the Territory by appropriate means including, without limitation limitation, (a) through Distribution Outlets, attendance at trade shows and the organisation of sales and other promotions; (b) by employing proficient marketing and sales technical specialists and other personnel; and (c) by maintaining a sufficient stock of Products.
7.2 The Distributor warrants that it will maintain during the continuance of this Agreement (at the Distributor's cost and expense unless otherwise agreed by Xxxxx in writing) all permissions, licences, consents, authorisations, orders, grants or approvals that it has at the Commencement Date and will use its best efforts to obtain any additional ones that may after the Commencement Date be required to enable the Distributor to sell the Products and perform its other obligations in accordance with the terms of this Agreement.
7.3 The Distributor shall notify Xxxxx in writing of any change of Controllers within five days after such change.
7.4 The Distributor shall at its own cost and expense:
7.4.1 be entitled to use Distribution Outlets to maximise sales of the Products in or to the Territory subject always to the provisions of clause 7.8;
7.4.2 provide to any Distribution Outlet used pursuant to clause 7.8 such Documentation as may be reasonably required by such Distribution Outlet;
7.4.3 provide Xxxxx with such other information relating to the performance, development and operation of the Distributor's marketing and sales of Products and to the market for the same as Xxxxx xxx from time to time reasonably request.
7.5 The Distributor will carry out Warranty Replacement on behalf of Xxxxx according to the provisions contained in the appropriate warranty policy set out in clause 7 of the Conditions of Sale as may be modified by agreement between the Distributor and Xxxxx from time to time.
7.6 The Distributor shall not without the previous written consent of Xxxxx be engaged, concerned or interested either directly or indirectly in the supply of Competitive Goods in the Territory Territory, provided always that:
7.6.1 the foregoing provisions of this clause 7.6 shall not apply to any products which, or the packaging of which, are not branded with the Trade Marks and which:which:-
7.6.1.1 at the date hereof are in the product portfolio of the Prestolite Group;
7.6.1.2 become part of the product portfolio of the Prestolite Group hereafter and Xxxxx shall have given its prior written consent to the Distributor supplying the same in the Territory, such consent not to be unreasonably withheld;
7.6.1.3 are manufactured at the date hereof by Xxxxx Automotive (Pty) Limited Indiel Argentina S.A. in South Africa Argentina or by any other company or business which on the Commencement Date becomes part of the Prestolite Group by acquisition from Xxxxx or a Xxxxx Associate Company;
7.6.1.4 are Second Tier Products; or
7.6.1.5 are products which are similar to or competitive with Xxxxx XX Products but which are now or at any time hereafter manufactured by the Distributor or by any other member of the Prestolite Group.
7.6.2 notwithstanding the provisions of clause 7.
6.1 the Distributor shall not be engaged, concerned or interested either directly or indirectly in the supply of diesel spare or replacement parts in the Original Equipment Service in the Territory.
7.7 The Distributor shall provide such technical facilities as are necessary to enable the Distributor to repair and service Products and provide warranty support to a standard consistent with that which exists at the Commencement Date or to such higher standard as shall be necessary in the future to keep up to date with developments in the marketplace generally and which shall be reasonably stipulated by Xxxxx to its distributors generally.
7.8 The Distributor shall have the right to continue dealing with any Distribution Outlets in the Territory in existence at the Commencement Date on such terms and under such agreements as shall then be in place (but not so that Xxxxx shall have any liability if any Distribution Outlet does not independently of any direction from Xxxxx wish to deal with the Distributor) and shall have the right after the Commencement Date to appoint Distribution Outlets in the Territory in respect of Products subject to the following provisions:
7.8.1 the Distributor shall notify Xxxxx in writing within 14 days of the appointment of each additional Xxxxx Authorised Distribution Outlet;
7.8.2 the Distributor shall not grant or seek to grant any Distribution Outlet any rights in relation to the Trade Marks without the prior written consent of Xxxxx which it may either refuse in its absolute discretion or grant subject to such conditions as it shall in its absolute discretion decide;
7.8.3 the Distributor shall not hereafter grant any Distribution Outlet exclusivity in relation to the sale or use of Products in any country or part thereof;
7.8.4 in relation to the appointment of any additional Xxxxx Authorised Distribution Outlets, each Sub-Agreement shall (a) be capable of termination by the Distributor no later than the termination of this Agreement; and (b) incorporate a provision enabling the benefit and burden of the Sub- Agreement to be assigned to Xxxxx, or a person nominated by Xxxxx, on the termination of this Agreement.
7.9 The Distributor agrees to fully indemnify and keep Xxxxx fully indemnified against all actions, claims, costs, damages, expenses and liabilities whatsoever suffered or incurred by Xxxxx (a) as a result of things done to or in respect of any Products for which things the Distributor is responsible, including, without limitation, the mode of sale, storage, fitting or repair of Products; (b) arising directly or indirectly from any breach of this Agreement by the Distributor; or (c) as a result of a claim made against Xxxxx by any third party as a result of any act or omission of a Distribution Outlet which would have been a breach of this Agreement if the Distribution Outlet had been a party to this Agreement. In addition the Distributor will use reasonable endeavours to ensure that Distribution Outlets comply with the terms and agreements applicable to them in relation to the sale of Products.
7.10 The Distributor will not actively seek customers for the Products outside the Territory nor establish any branch reselling Products nor maintain any distribution depot for Products outside the Territory.
7.11 Save where any mandatory provision of any applicable law prohibits such a restriction, the Distributor shall not without the prior written consent of Xxxxx sell any of the Products outside the Territory or to any person, firm or company inside the Territory where the Distributor knows or has good reason to believe that the Products in question will be sold outside the Territory.
7.12 The Distributor shall promptly refer to Xxxxx any enquiries or orders for Products received by the Distributor from persons, firms or companies outside the Territory.
Appears in 1 contract
DISTRIBUTOR'S OBLIGATIONS. 7.1 The Subject to the terms of this agreement, the Distributor will use its reasonable endeavours to achieve the maximum possible sales of Products in the Territory by appropriate means including, without limitation accordance with Good Electricity Industry Practice:
(a) through Distribution Outlets, attendance at trade shows maintain and the organisation of sales and other promotions; operate its Network in a manner that conforms with relevant legislative requirements;
(b) by employing proficient marketing deliver electricity to the quality level specified in the Service Standards, but does not guarantee delivery of electricity that is free from defects and sales technical specialists and other personnel; and interruptions;
(c) by maintaining provide for Warranted Persons to Energise and De-energise Points of Connection in accordance with this agreement, including clause 20 and schedule 6;
(d) provide a sufficient stock 24 hour, seven day a week, Unplanned Service Interruption diagnosis, Network repair and information service, and provide service interruption information in accordance with schedule 5, unless a change to the party responsible for receiving and managing Unplanned Service Interruption calls in respect of Products.
7.2 The Distributor warrants that it will maintain during the continuance of this Agreement (at the Distributor's cost and expense unless otherwise agreed by Xxxxx in writing) all permissions, licences, consents, authorisations, orders, grants or approvals that it a Network area has at the Commencement Date and will use its best efforts to obtain any additional ones that may after the Commencement Date be required to enable the Distributor to sell the Products and perform its other obligations been made in accordance with the terms of this Agreement.
7.3 The Distributor shall notify Xxxxx in writing of any change of Controllers within five days after such change.
7.4 The Distributor shall at its own cost and expense:
7.4.1 be entitled to use Distribution Outlets to maximise sales of the Products in or to the Territory subject always to the provisions of clause 7.8;
7.4.2 provide to any Distribution Outlet used pursuant to clause 7.8 such Documentation as may be reasonably required by such Distribution Outlet;
7.4.3 provide Xxxxx with such other information relating to the performance, development and operation of the Distributor's marketing and sales of Products and to the market for the same as Xxxxx xxx from time to time reasonably request.
7.5 The Distributor will carry out Warranty Replacement on behalf of Xxxxx according to the provisions contained in the appropriate warranty policy process set out in clause 7 of 25.4;
(e) make provision for Load Management Services on its Network to the Conditions of Sale as may be modified extent required by agreement between clause 7;
(f) review and determine Loss Factors and help identify the reasons for abnormal trends in Losses in accordance with clause 8;
(g) if the Distributor proposes to make changes to the Network Supply Points supplying the Network, follow the process set out in clause 25;
(h) allow Consumers’ Installations that comply with Network Connection Standards to remain connected (unless a Consumer’s Installation is disconnected or decommissioned in accordance with this agreement), and Xxxxx from time consider applications for new connections and changes to time.capacity for existing connections in accordance with clause 20;
7.6 The Distributor shall not without the previous written consent of Xxxxx be engaged, concerned or interested either directly or indirectly in the supply of Competitive Goods in the Territory provided always that:
7.6.1 the foregoing provisions of this clause 7.6 shall not apply to any products which(i) if a Consumer, or the packaging Retailer on behalf of whicha Consumer, are not branded raises concerns with the Trade Marks and which:
7.6.1.1 at Distributor regarding the date hereof are in power quality (which means the product portfolio frequency or voltage of the Prestolite Group;
7.6.1.2 become part supply), reliability or safety of the product portfolio of the Prestolite Group hereafter and Xxxxx shall have given its prior written consent to the Distributor supplying the same in the TerritoryConsumer's supply, such consent not to be unreasonably withheld;
7.6.1.3 are manufactured at the date hereof by Xxxxx Automotive (Pty) Limited in South Africa or by any other company or business which on the Commencement Date becomes part of the Prestolite Group by acquisition from Xxxxx or a Xxxxx Associate Company;
7.6.1.4 are Second Tier Products; or
7.6.1.5 are products which are similar or competitive with Xxxxx XX Products but which are now or at any time hereafter manufactured by the Distributor or any other member of the Prestolite Group.
7.6.2 notwithstanding the provisions of clause 7.
6.1 the Distributor shall not be engaged, concerned or interested either directly or indirectly in the supply of diesel spare or replacement parts in the Original Equipment Service in the Territory.
7.7 The Distributor shall provide such technical facilities as are necessary to enable the Distributor to repair and service Products and provide warranty support to a standard consistent with that which exists at the Commencement Date or to such higher standard as shall be necessary in the future to keep up to date with developments in the marketplace generally and which shall be reasonably stipulated by Xxxxx to its distributors generally.
7.8 The Distributor shall have the right to continue dealing with any Distribution Outlets in the Territory in existence at the Commencement Date on such terms and under such agreements as shall then be in place (but not so that Xxxxx shall have any liability if any Distribution Outlet does not independently of any direction from Xxxxx wish to deal with the Distributor) and shall have the right after the Commencement Date to appoint Distribution Outlets in the Territory in respect of Products subject to the following provisions:
7.8.1 the Distributor shall notify Xxxxx in writing within 14 days of the appointment of each additional Xxxxx Authorised Distribution Outlet;
7.8.2 the Distributor shall not grant or seek to grant any Distribution Outlet any rights in relation to the Trade Marks without the prior written consent of Xxxxx which it may either refuse in its absolute discretion or grant subject to such conditions as it shall in its absolute discretion decide;
7.8.3 the Distributor shall not hereafter grant any Distribution Outlet exclusivity in relation to the sale or use of Products in any country or part thereof;
7.8.4 in relation to the appointment of any additional Xxxxx Authorised Distribution Outlets, each Sub-Agreement shall (a) be capable of termination by the Distributor no later than the termination of this Agreement; and (b) incorporate a provision enabling the benefit and burden of the Sub- Agreement to be assigned to Xxxxx, or a person nominated by Xxxxx, on the termination of this Agreement.
7.9 The Distributor agrees to fully indemnify and keep Xxxxx fully indemnified against all actions, claims, costs, damages, expenses and liabilities whatsoever suffered or incurred by Xxxxx (a) as a result of things done to or in respect of any Products for which things the Distributor is responsible, including, without limitation, the mode of sale, storage, fitting or repair of Products; (b) arising directly or indirectly from any breach of this Agreement by the Distributor; or (c) as a result of a claim made against Xxxxx by any third party as a result of any act or omission of a Distribution Outlet which would have been a breach of this Agreement if the Distribution Outlet had been a party to this Agreement. In addition the Distributor will use reasonable endeavours investigate those concerns, and, if the Distributor considers it appropriate to ensure that Distribution Outlets comply with do so, install equipment at the terms Consumer’s Point of Connection to measure power quality, and agreements applicable to them in relation provide the results of such measurements to the sale of Products.
7.10 The Distributor will not actively seek customers for Retailer or Consumer, as the Products outside case may be. If such installation requires the Territory nor establish any branch reselling Products nor maintain any distribution depot for Products outside the Territory.
7.11 Save where any mandatory provision of any applicable law prohibits such a restrictionServices to be interrupted, the Distributor shall not without will restore the prior written consent of Xxxxx sell any of the Products outside the Territory or to any person, firm or company inside the Territory where the Distributor knows or has good reason to believe that the Products Services as soon as reasonably practicable; and
(j) comply with its obligations in question will be sold outside the Territoryschedule 2.
7.12 The Distributor shall promptly refer to Xxxxx any enquiries or orders for Products received by the Distributor from persons, firms or companies outside the Territory.
Appears in 1 contract
Samples: Use of System Agreement
DISTRIBUTOR'S OBLIGATIONS. 7.1 The Distributor will agrees with the Company:
(a) To use its reasonable endeavours to achieve promote, market and distribute the maximum possible sales of Products in the Territory by appropriate means including, without limitation (a) through Distribution Outlets, attendance at trade shows and the organisation of sales and other promotions; (b) by employing proficient marketing and sales technical specialists and other personnel; and (c) by maintaining a sufficient stock of Products.
7.2 The Distributor warrants that it will maintain during the continuance of this Agreement (at the Distributor's cost and expense unless otherwise agreed by Xxxxx in writing) all permissions, licences, consents, authorisations, orders, grants or approvals that it has at the Commencement Date and will use its best efforts to obtain any additional ones that may after the Commencement Date be required to enable the Distributor to sell the Products and perform its other obligations in accordance with the terms of this Agreement.
7.3 The Distributor shall notify Xxxxx in writing of any change of Controllers within five days after such change.
7.4 The Distributor shall at its own cost and expense:
7.4.1 be entitled to use Distribution Outlets to maximise sales of the Products in or to the Territory subject always to the provisions of clause 7.8;
7.4.2 provide to any Distribution Outlet used pursuant to clause 7.8 such Documentation as may be reasonably required by such Distribution Outlet;
7.4.3 provide Xxxxx with such other information relating to the performance, development and operation part of the Distributor's range of interactive multimedia products as more particularly described in the Business Plan attached as Schedule C:
(i) To devote sufficient time, energy and expertise to market, supply, deliver, install, set-up, commission, instruct customers in the use of, provide contractual field support, warranties and help-line facilities for the Products;
(ii) To permit an audit of all records relating to revenues and collections derived from the sale of Products;
(iii) Not to undertake representation of any software system which may be competitive to or dilute efforts in the marketing etc of the Products.
(b) To give the Company, upon the signing of this Agreement and sales calendar monthly thereafter during the term of this Agreement, (1) a written but non-binding forecast outlining the quantities of Products that the Distributor proposes to sell during the next calendar month in the format attached as Schedule D-1; (2) a written but non-binding forecast outlining the quantities of Products that the Distributor proposes to sell during the next 6 months in the format attached as Schedule D-2; and (3) a written marketing report outlining Distributor's activities in the preceding month and proposed activities for the subsequent month as well as other relevant marketing information in the format attached as Schedule D-3. .
(c) To supply the Products at prices agreed with the Company, and to pay a royalty based on a percentage of sales revenues received by the market Distributor as detailed in the Business Plan attached as Schedule C.
(d) For those Products localized into German, to be responsible for the same as Xxxxx xxx from time creation of the German packaging and to time reasonably request.be responsible for the manufacturing of the Products into final end user form; provided, however, that German versions will not be sold to end users (except for beta release purposes) until Company has been sent a full copy of the German version for review and has had a chance to review such German version. Company will review the German version within 7 business days of its receipt
7.5 The Distributor will carry out Warranty Replacement (e) Not in any manner to pledge the credit of the Company or to receive any money on behalf of Xxxxx according the Company and not to make any warranty or other representation regarding the provisions contained Products other than as authorised by the Company in the appropriate warranty policy set out in clause 7 of the Conditions of Sale as may be modified by agreement between the Distributor and Xxxxx writing from time to time.
7.6 The Distributor shall not without the previous written consent of Xxxxx be engaged, concerned or interested either directly or indirectly in the supply of Competitive Goods in the Territory provided always that:
7.6.1 the foregoing provisions of this clause 7.6 shall not apply to any products which, or the packaging of which, are not branded with the Trade Marks and which:
7.6.1.1 at the date hereof are in the product portfolio of the Prestolite Group;
7.6.1.2 become part of the product portfolio of the Prestolite Group hereafter and Xxxxx shall have given its prior written consent to the Distributor supplying the same in the Territory, such consent not to be unreasonably withheld;
7.6.1.3 are manufactured at the date hereof by Xxxxx Automotive (Ptyf) Limited in South Africa or by any other company or business which on the Commencement Date becomes part of the Prestolite Group by acquisition from Xxxxx or a Xxxxx Associate Company;
7.6.1.4 are Second Tier Products; or
7.6.1.5 are products which are similar or competitive with Xxxxx XX Products but which are now or at any time hereafter manufactured by the Distributor or any other member of the Prestolite Group.
7.6.2 notwithstanding the provisions of clause 7.
6.1 the Distributor shall not be engaged, concerned or interested either directly or indirectly in the supply of diesel spare or replacement parts in the Original Equipment Service in the Territory.
7.7 The Distributor shall provide such technical facilities as are necessary to enable the Distributor to repair and service Products and provide warranty support to a standard consistent with that which exists at the Commencement Date or to such higher standard as shall be necessary in the future to keep up to date with developments in the marketplace generally and which shall be reasonably stipulated by Xxxxx to its distributors generally.
7.8 The Distributor shall have the right to continue dealing with any Distribution Outlets in the Territory in existence at the Commencement Date on such terms and under such agreements as shall then be in place (but not so that Xxxxx shall have any liability if any Distribution Outlet does not independently of any direction from Xxxxx wish to deal with the Distributor) and shall have the right after the Commencement Date to appoint Distribution Outlets in the Territory in respect of Products subject to the following provisions:
7.8.1 the Distributor shall notify Xxxxx in writing within 14 days of the appointment of each additional Xxxxx Authorised Distribution Outlet;
7.8.2 the Distributor shall not grant or seek to grant any Distribution Outlet any rights in relation to the Trade Marks without the prior written consent of Xxxxx which it may either refuse in its absolute discretion or grant subject to such conditions as it shall in its absolute discretion decide;
7.8.3 the Distributor shall not hereafter grant any Distribution Outlet exclusivity in relation to the sale or use of Products in any country or part thereof;
7.8.4 in relation to the appointment of any additional Xxxxx Authorised Distribution Outlets, each Sub-Agreement shall (a) be capable of termination by the Distributor no later than Upon the termination of this Agreement; Agreement for any reason to return to the Company and (b) incorporate a provision enabling at the benefit and burden cost of the Sub- Agreement Distributor all materials supplied to the Distributor by the Company relating to the Products including all magnetic and optical materials embodying or containing the Products, and all documentation forming part of or relating to or concerning the Products, except that the Distributor shall be assigned able to Xxxxxretail stocks of Products then held or on order together with related documentation.
(g) Not to modify, amend or in any other way interfere with the Products or any names, notices or copyright marks which may appear therein except as may be required to correct errors which may appear in the textual material associated with or forming a person nominated by Xxxxxpart of the Products from time to time, on and in the termination event such an alteration is made to notify the Company of the alteration promptly.
(h) To co-operate with the Company or its nominees in the instruction and training of the employees of the Distributor in connection with (i) the procedures necessary to enable them to comply with the requirements of this Agreement.
7.9 The , and (ii) the operation and use of the Products. Distributor agrees shall be required, at its own expense, to fully indemnify and keep Xxxxx fully indemnified against all actions, claims, costs, damages, expenses and liabilities whatsoever suffered or incurred by Xxxxx (a) as have a result of things done to or in respect of any person responsible for customer support attend training on Company's Products for which things the Distributor is responsible, including, without limitation, purposes of performing customer support. What constitutes "training" for this Clause shall be agreed to between the mode of sale, storage, fitting or repair of Products; (b) arising directly or indirectly from any breach of this Agreement by the Distributor; or (c) as a result of a claim made against Xxxxx by any third party as a result of any act or omission of a Distribution Outlet which would have been a breach of this Agreement if the Distribution Outlet had been a party to this Agreement. In addition the Distributor will use reasonable endeavours to ensure that Distribution Outlets comply with the terms and agreements applicable to them in relation to the sale of Productsparties.
7.10 The Distributor will not actively seek customers for the Products outside the Territory nor establish any branch reselling Products nor maintain any distribution depot for Products outside the Territory.
7.11 Save where any mandatory provision of any applicable law prohibits such a restriction, the Distributor shall not without the prior written consent of Xxxxx sell any of the Products outside the Territory or to any person, firm or company inside the Territory where the Distributor knows or has good reason to believe that the Products in question will be sold outside the Territory.
7.12 The Distributor shall promptly refer to Xxxxx any enquiries or orders for Products received by the Distributor from persons, firms or companies outside the Territory.
Appears in 1 contract
DISTRIBUTOR'S OBLIGATIONS. 7.1 The Distributor will use its reasonable endeavours to achieve the maximum possible sales of Products in the Territory by appropriate means including, without limitation (a) through Distribution OutletsDistributor at its own cost agrees, attendance at trade shows and the organisation of sales and other promotions; to (bi) by employing proficient marketing and sales technical specialists and other personnel; and (c) by maintaining a sufficient stock of Products.
7.2 The Distributor warrants that it will maintain during the continuance of this Agreement (at the Distributor's cost and expense unless otherwise agreed by Xxxxx in writing) all permissions, licences, consents, authorisations, orders, grants or approvals that it has at the Commencement Date and will use its best commercially reasonable efforts to obtain any additional ones that may after the Commencement Date be required to enable the Distributor to sell the Products and perform its other obligations increase demand for the Products, including but not limited to development and implementation of a business plan and strategy; (ii) maintain an adequate number of full-time, personnel trained in accordance with the terms of this Agreement.
7.3 The Distributor shall notify Xxxxx in writing of any change of Controllers within five days after such change.
7.4 The Distributor shall at its own cost marketing, sales, and expense:
7.4.1 be entitled to use Distribution Outlets to maximise sales operations of the Products Products; (iii) have Distributor’s or Buyer’s sales representatives, as the case may be, participate in or to the Territory subject always to the provisions of clause 7.8;
7.4.2 provide to any Distribution Outlet used pursuant to clause 7.8 Dais’s sales and technical training programs and such Documentation as may be reasonably required by such Distribution Outlet;
7.4.3 provide Xxxxx with such other information relating to the performance, development and operation of the Distributor's marketing trade shows and sales of Products and to the market for the same meetings as Xxxxx xxx from time to time Dais may reasonably request.
7.5 The Distributor will carry out Warranty Replacement on behalf of Xxxxx according to the provisions contained in the appropriate warranty policy set out in clause 7 of the Conditions of Sale as may be modified by agreement between the Distributor and Xxxxx designate from time to time; (iv) provide demonstration assistance to promote the Products; (v) allow Dais, at Dais’s option, to participate during Distributor’s or Buyer’s sales meetings at no charge to Dais; (vi) generate and qualify sales leads; (vii) support the sales process with cost proposals, demonstrations, customer agreements, etc.
7.6 The Distributor shall not without ; (viii) assist current and new customers in ordering appropriate Products for their needs; (ix) promptly deliver Products to its customers upon order; (x) maintain adequate sales and warehouse facilities and sufficient inventory to fulfill the previous written consent requirements of Xxxxx be engaged, concerned or interested either directly or indirectly in the supply of Competitive Goods in the Territory provided always that:
7.6.1 the foregoing provisions of this clause 7.6 shall not apply to any products which, or the packaging of which, are not branded its customers; (xi) maintain adequate records with the Trade Marks and which:
7.6.1.1 at the date hereof are in the product portfolio of the Prestolite Group;
7.6.1.2 become part of the product portfolio of the Prestolite Group hereafter and Xxxxx shall have given its prior written consent respect to the Distributor supplying the same in the TerritoryProduct (to include, such consent without limitation, serial and model numbers, installation date and location and customer’s name); (xii) not to be unreasonably withheld;
7.6.1.3 are manufactured at the date hereof by Xxxxx Automotive (Pty) Limited in South Africa issue free goods of or by any other company or business which credits on the Commencement Date becomes part of the Prestolite Group by acquisition from Xxxxx or a Xxxxx Associate Company;
7.6.1.4 are Second Tier Products; or
7.6.1.5 are products which are similar or competitive with Xxxxx XX Products but which are now or at any time hereafter manufactured by the Distributor or any other member of the Prestolite Group.
7.6.2 notwithstanding the provisions of clause 7.
6.1 the Distributor shall not be engaged, concerned or interested either directly or indirectly in the supply of diesel spare or replacement parts in the Original Equipment Service in the Territory.
7.7 The Distributor shall provide such technical facilities as are necessary to enable the Distributor to repair and service Products and provide warranty support to a standard consistent with that which exists at the Commencement Date or to such higher standard as shall be necessary in the future to keep up to date with developments in the marketplace generally and which shall be reasonably stipulated by Xxxxx to its distributors generally.
7.8 The Distributor shall have the right to continue dealing with any Distribution Outlets in the Territory in existence at the Commencement Date on such terms and under such agreements as shall then be in place (but not so that Xxxxx shall have any liability if any Distribution Outlet does not independently of any direction from Xxxxx wish to deal with the Distributor) and shall have the right after the Commencement Date to appoint Distribution Outlets in the Territory in respect of Products subject to the following provisions:
7.8.1 the Distributor shall notify Xxxxx in writing within 14 days of the appointment of each additional Xxxxx Authorised Distribution Outlet;
7.8.2 the Distributor shall not grant or seek to grant any Distribution Outlet any rights in relation to the Trade Marks without the prior written consent of Xxxxx Dais; (xiii) send Dais, upon request, a quarterly listing of itemized Product volumes purchased by individual customers, material inventory status, and general market conditions (including customer trends, competition and economic and regulatory conditions that effect sales); (xiv) maintain a list of the locations of its customers to which it may either refuse in its absolute discretion or grant subject to such conditions as it shall in its absolute discretion decide;
7.8.3 Products have been delivered and are installed; (xv) purchase from Dais at least one Distributor Demo Unit for the Distributor shall not hereafter grant any Distribution Outlet exclusivity in relation to the sale or use of Products in any country or part thereof;
7.8.4 in relation to the appointment of any additional Xxxxx Authorised Distribution Outlets, and each Sub-Agreement shall Buyer(s) within six (a6) be capable of termination by the Distributor no later than the termination of this Agreement; and (b) incorporate a provision enabling the benefit and burden weeks of the Sub- Agreement to be assigned to Xxxxx, or a person nominated by Xxxxx, on the termination of this Agreement.
7.9 The Distributor agrees to fully indemnify and keep Xxxxx fully indemnified against all actions, claims, costs, damages, expenses and liabilities whatsoever suffered or incurred by Xxxxx (a) as a result of things done to or in respect of any Products for which things the Distributor is responsible, including, without limitation, the mode of sale, storage, fitting or repair of Products; (b) arising directly or indirectly from any breach execution of this Agreement at a price to be mutually agreed by the Parties; (xvi) sell to any additional Buyer(s) a minimum of (1) Distributor Demo Unit’ purchased from either Dais or the Distributor; or (c) . The “Distributor Demo Unit” is a portable ConsERV system of the type designated as a result of ConsERV H75i unit with integrated humidification capability and on-board sensors for temperature and humidity able to demonstrate a claim made against Xxxxx by any third party as a result of any act or omission of a Distribution Outlet which would have been a breach of this Agreement if the Distribution Outlet had been a party to this Agreement. In addition the Distributor will use reasonable endeavours to ensure that Distribution Outlets comply with the terms and agreements applicable to them in relation to the sale of Productsfunctioning ConsERV unit.
7.10 The Distributor will not actively seek customers for the Products outside the Territory nor establish any branch reselling Products nor maintain any distribution depot for Products outside the Territory.
7.11 Save where any mandatory provision of any applicable law prohibits such a restriction, the Distributor shall not without the prior written consent of Xxxxx sell any of the Products outside the Territory or to any person, firm or company inside the Territory where the Distributor knows or has good reason to believe that the Products in question will be sold outside the Territory.
7.12 The Distributor shall promptly refer to Xxxxx any enquiries or orders for Products received by the Distributor from persons, firms or companies outside the Territory.
Appears in 1 contract
DISTRIBUTOR'S OBLIGATIONS. 7.1 3.1 The Distributor will use its reasonable endeavours to achieve undertakes and agrees with Bysykkelen that Distributor, at all times during the maximum possible sales term of Products in the Territory by appropriate means includingthis Agreement, without limitation shall:
(a) through Distribution Outlets, attendance at trade shows and the organisation of sales and other promotions; (b) by employing proficient marketing and sales technical specialists and other personnel; and (c) by maintaining a sufficient stock of Products.
7.2 The Distributor warrants that it will maintain during the continuance of this Agreement (at the Distributor's cost and expense unless otherwise agreed by Xxxxx in writing) all permissions, licences, consents, authorisations, orders, grants or approvals that it has at the Commencement Date and will use its best Use commercially reasonable efforts to obtain any additional ones that may after the Commencement Date be required to enable the Distributor to promote, market and sell the Products and perform BikePCB to customers;
(b) regularly have Distributor’s sales and technical personnel participate on training courses;
(c) comply with all reasonable instructions given by Bysykkelen in relation to the production and distribution of the Products and BikePCB;
(d) promptly fulfil all orders placed by customers;
(e) comply with all legislation, rules, regulations and statutory requirements existing in the relevant territory from time to time;
(f) maintain on its other obligations own account an inventory of the Products and BikePCB at levels which are appropriate and adequate for the Distributor to meet its customer delivery requirements;
(g) keep all stocks of the Products and BikePCB which it holds in accordance with conditions appropriate for their storage and to provide appropriate security for the terms Products and BikePCB, all at its own cost;
(h) maintain a suitable level of technical competence to support the Products and BikePCB and, unless otherwise agreed, be solely responsible for providing such support to its customers;
(a) inform Bysykkelen immediately of any material changes in ownership or control of Distributor and of any material change in its organisation or method of doing business which might affect the performance of Distributor`s duties under this Agreement.
7.3 The Distributor shall notify Xxxxx in writing (i) inform Bysykkelen and keep records of any change queries or complaints relating to the Products and BikePCB, provide Bysykkelen with all the relevant information or evidence and not disclose the subject matter and existence of Controllers within five days after such change.query or complaint to any third party; and;
7.4 The Distributor shall at its own cost and expense:
7.4.1 be entitled to use Distribution Outlets to maximise sales (j) inform Bysykkelen about any further development of the Products in or to the Territory subject always to the provisions of clause 7.8;
7.4.2 provide to any Distribution Outlet used and BikePCB pursuant to clause 7.8 2.2 and give Bysykkelen access to technical material and information about any such Documentation as may be reasonably required by such Distribution Outletthe developments;
7.4.3 provide Xxxxx with such other information relating to the performance, development and operation of the Distributor's marketing and sales of Products and to the market for the same as Xxxxx xxx from time to time reasonably request.
7.5 The Distributor will carry out Warranty Replacement on behalf of Xxxxx according to the provisions contained in the appropriate warranty policy set out in clause 7 of the Conditions of Sale as may be modified by agreement between the Distributor and Xxxxx from time to time.
7.6 The Distributor shall not without the previous written consent of Xxxxx be engaged, concerned or interested either directly or indirectly in the supply of Competitive Goods in the Territory provided always that:
7.6.1 the foregoing provisions of this clause 7.6 shall not apply to any products which, or the packaging of which, are not branded with the Trade Marks and which:
7.6.1.1 at the date hereof are in the product portfolio of the Prestolite Group;
7.6.1.2 become part of the product portfolio of the Prestolite Group hereafter and Xxxxx shall have given its prior written consent to the Distributor supplying the same in the Territory, such consent not to be unreasonably withheld;
7.6.1.3 are manufactured at the date hereof by Xxxxx Automotive (Pty) Limited in South Africa or by any other company or business which on the Commencement Date becomes part of the Prestolite Group by acquisition from Xxxxx or a Xxxxx Associate Company;
7.6.1.4 are Second Tier Products; or
7.6.1.5 are products which are similar or competitive with Xxxxx XX Products but which are now or at any time hereafter manufactured by the Distributor or any other member of the Prestolite Group.
7.6.2 notwithstanding the provisions of clause 7.
6.1 the Distributor shall not be engaged, concerned or interested either directly or indirectly in the supply of diesel spare or replacement parts in the Original Equipment Service in the Territory.
7.7 The Distributor shall provide such technical facilities as are necessary to enable the Distributor to repair and service Products and provide warranty support to a standard consistent with that which exists at the Commencement Date or to such higher standard as shall be necessary in the future to keep up to date with developments in the marketplace generally and which shall be reasonably stipulated by Xxxxx to its distributors generally.
7.8 The Distributor shall have the right to continue dealing with any Distribution Outlets in the Territory in existence at the Commencement Date on such terms and under such agreements as shall then be in place (but not so that Xxxxx shall have any liability if any Distribution Outlet does not independently of any direction from Xxxxx wish to deal with the Distributor) and shall have the right after the Commencement Date to appoint Distribution Outlets in the Territory in respect of Products subject to the following provisions:
7.8.1 the Distributor shall notify Xxxxx in writing within 14 days of the appointment of each additional Xxxxx Authorised Distribution Outlet;
7.8.2 the Distributor shall not grant or seek to grant any Distribution Outlet any rights in relation to the Trade Marks without the prior written consent of Xxxxx which it may either refuse in its absolute discretion or grant subject to such conditions as it shall in its absolute discretion decide;
7.8.3 the Distributor shall not hereafter grant any Distribution Outlet exclusivity in relation to the sale or use of Products in any country or part thereof;
7.8.4 in relation to the appointment of any additional Xxxxx Authorised Distribution Outlets, each Sub-Agreement shall (a) be capable of termination by the Distributor no later than the termination of this Agreement; and (b) incorporate a provision enabling the benefit and burden of the Sub- Agreement to be assigned to Xxxxx, or a person nominated by Xxxxx, on the termination of this Agreement.
7.9 The Distributor agrees to fully indemnify and keep Xxxxx fully indemnified against all actions, claims, costs, damages, expenses and liabilities whatsoever suffered or incurred by Xxxxx (a) as a result of things done to or in respect of any Products for which things the Distributor is responsible, including, without limitation, the mode of sale, storage, fitting or repair of Products; (b) arising directly or indirectly from any breach of this Agreement by the Distributor; or (c) as a result of a claim made against Xxxxx by any third party as a result of any act or omission of a Distribution Outlet which would have been a breach of this Agreement if the Distribution Outlet had been a party to this Agreement. In addition the Distributor will use reasonable endeavours to ensure that Distribution Outlets comply with the terms and agreements applicable to them in relation to the sale of Products.
7.10 The Distributor will not actively seek customers for the Products outside the Territory nor establish any branch reselling Products nor maintain any distribution depot for Products outside the Territory.
7.11 Save where any mandatory provision of any applicable law prohibits such a restriction, the Distributor shall not without the prior written consent of Xxxxx sell any of the Products outside the Territory or to any person, firm or company inside the Territory where the Distributor knows or has good reason to believe that the Products in question will be sold outside the Territory.
7.12 The Distributor shall promptly refer to Xxxxx any enquiries or orders for Products received by the Distributor from persons, firms or companies outside the Territory.
Appears in 1 contract
Samples: Distribution Agreement
DISTRIBUTOR'S OBLIGATIONS. 7.1 The Distributor will use its reasonable endeavours to achieve the maximum possible sales of Products in the Territory by appropriate means including, without limitation (a) through Distribution OutletsDistributor and Buyer each agrees, attendance at trade shows and the organisation of sales and other promotions; its respective costs, to (bi) by employing proficient marketing and sales technical specialists and other personnel; and (c) by maintaining a sufficient stock of Products.
7.2 The Distributor warrants that it will maintain during the continuance of this Agreement (at the Distributor's cost and expense unless otherwise agreed by Xxxxx in writing) all permissions, licences, consents, authorisations, orders, grants or approvals that it has at the Commencement Date and will use its best efforts to obtain any additional ones that may after the Commencement Date be required to enable the Distributor to sell the Products and perform its other obligations increase demand for the Products, including but not limited to development and implementation of a business plan and strategy; (ii) maintain an adequate number of full-time, personnel trained in accordance with the terms of this Agreement.
7.3 The Distributor shall notify Xxxxx in writing of any change of Controllers within five days after such change.
7.4 The Distributor shall at its own cost marketing, sales, and expense:
7.4.1 be entitled to use Distribution Outlets to maximise sales operations of the Products in or to the Territory subject always to the provisions of clause 7.8;
7.4.2 provide to any Distribution Outlet used pursuant to clause 7.8 such Documentation as may be reasonably required by such Distribution Outlet;
7.4.3 provide Xxxxx with such other information relating to the performance, development and operation of the Products; (iii) have Distributor's marketing or Buyer’s sales representatives, as the case may be, participate in Supplier’s sales and technical training programs and such trade shows and sales of Products and to the market for the same meetings as Xxxxx xxx from time to time reasonably request.
7.5 The Distributor will carry out Warranty Replacement on behalf of Xxxxx according to the provisions contained in the appropriate warranty policy set out in clause 7 of the Conditions of Sale as Supplier may be modified by agreement between the Distributor and Xxxxx designate from time to time; (iv) provide demonstration assistance to promote the Products; (v) allow Supplier, at Supplier’s option, to participate during Distributor’s or Buyer’s sales meetings at no charge to Supplier; (vi) generate and qualify sales leads; (vii) support the sales process with cost proposals, demonstrations, customer agreements, etc.
7.6 The Distributor shall not without ; (viii) assist current and new customers in ordering appropriate Products for their needs; (ix) promptly deliver Products to its customers upon order; (x) maintain adequate sales and warehouse facilities and sufficient inventory to fulfill the previous written consent requirements of Xxxxx be engaged, concerned or interested either directly or indirectly in the supply of Competitive Goods in the Territory provided always that:
7.6.1 the foregoing provisions of this clause 7.6 shall not apply to any products which, or the packaging of which, are not branded its customers; (xi) maintain adequate records with the Trade Marks and which:
7.6.1.1 at the date hereof are in the product portfolio of the Prestolite Group;
7.6.1.2 become part of the product portfolio of the Prestolite Group hereafter and Xxxxx shall have given its prior written consent respect to the Distributor supplying the same in the TerritoryProduct for Warranty coverage purposes (to include, such consent without limitation, serial and model numbers, installation date and location and customer’s name); (xii) not to be unreasonably withheld;
7.6.1.3 are manufactured at the date hereof by Xxxxx Automotive (Pty) Limited in South Africa issue free goods of or by any other company or business which credits on the Commencement Date becomes part of the Prestolite Group by acquisition from Xxxxx or a Xxxxx Associate Company;
7.6.1.4 are Second Tier Products; or
7.6.1.5 are products which are similar or competitive with Xxxxx XX Products but which are now or at any time hereafter manufactured by the Distributor or any other member of the Prestolite Group.
7.6.2 notwithstanding the provisions of clause 7.
6.1 the Distributor shall not be engaged, concerned or interested either directly or indirectly in the supply of diesel spare or replacement parts in the Original Equipment Service in the Territory.
7.7 The Distributor shall provide such technical facilities as are necessary to enable the Distributor to repair and service Products and provide warranty support to a standard consistent with that which exists at the Commencement Date or to such higher standard as shall be necessary in the future to keep up to date with developments in the marketplace generally and which shall be reasonably stipulated by Xxxxx to its distributors generally.
7.8 The Distributor shall have the right to continue dealing with any Distribution Outlets in the Territory in existence at the Commencement Date on such terms and under such agreements as shall then be in place (but not so that Xxxxx shall have any liability if any Distribution Outlet does not independently of any direction from Xxxxx wish to deal with the Distributor) and shall have the right after the Commencement Date to appoint Distribution Outlets in the Territory in respect of Products subject to the following provisions:
7.8.1 the Distributor shall notify Xxxxx in writing within 14 days of the appointment of each additional Xxxxx Authorised Distribution Outlet;
7.8.2 the Distributor shall not grant or seek to grant any Distribution Outlet any rights in relation to the Trade Marks without the prior written consent of Xxxxx which it may either refuse in its absolute discretion or grant subject to such Supplier; (xiii) send Supplier, upon request, a quarterly listing of itemized Product volumes purchased by individual customers, product inventory status, and general market conditions as it shall in its absolute discretion decide;
7.8.3 the Distributor shall not hereafter grant any Distribution Outlet exclusivity in relation to the sale or use of Products in any country or part thereof;
7.8.4 in relation to the appointment of any additional Xxxxx Authorised Distribution Outlets(including customer trends, each Sub-Agreement shall (a) be capable of termination by the Distributor no later than the termination of this Agreementcompetition and economic and regulatory conditions that effect sales); and (bxiv) incorporate maintain a provision enabling the benefit and burden list of the Sub- Agreement locations of its customers to be assigned to Xxxxx, or a person nominated by Xxxxx, on the termination of this Agreement.which Products have been delivered. CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO PORTIONS HEREOF DENOTED WITH “***”
7.9 The Distributor agrees to fully indemnify and keep Xxxxx fully indemnified against all actions, claims, costs, damages, expenses and liabilities whatsoever suffered or incurred by Xxxxx (a) as a result of things done to or in respect of any Products for which things the Distributor is responsible, including, without limitation, the mode of sale, storage, fitting or repair of Products; (b) arising directly Distributor and Buyer shall each support and assist Supplier and/or Buyer, upon request, in performing activities and responsibilities related to Product safety. Functions to be performed by Distributor or indirectly Buyer, as the case may be, may include, but are not limited to (i) documenting and aiding Supplier in responding to complaints from customers; (ii) taking actions requested in writing by Supplier to respond to customer complaints; (iii) correcting problems with Product(s) in the field or in inventory as directed by Supplier; and (iv) notifying Supplier within twenty-four hours after becoming aware of any breach and all adverse reactions reported to Distributor or Buyer, as the case may be, alleged to have been caused by any Product. If requested by Supplier, Distributor or Buyer will use their respective best efforts in the event of this Agreement by a recall to notify their respective customers of the Distributor; or recall and to facilitate retrieval of Products recalled.
(c) as a result Distributor and Buyer will allow Supplier the right to conduct an annual remote and/or on site inspection of a claim made against Xxxxx by any third party as a result of any act Distributor’s or omission of a Distribution Outlet which would have been a breach of this Agreement Buyer’s facilities to determine if the Distribution Outlet had been a party Distributor or Buyer has adequate systems in place to fulfill its obligations under this Agreement. In addition Distributor and Buyer each acknowledges that the granting of such rights to Supplier shall in no way relieve Distributor will use reasonable endeavours or Buyer, as the case may be, of any of its obligations under this Agreement, nor shall such provisions require Supplier to ensure that Distribution Outlets comply conduct any such inspections.
(d) Distributor shall assist and support Buyer with the terms and agreements applicable to them in relation respect to the sale of ProductsProducts as set forth in Schedule D.
(e) Intentionally Omitted.
7.10 The Distributor will not actively seek customers for (f) Nothing herein shall be deemed to constitute a party an agent of another party, and no party shall make any statements or representations to the Products outside the Territory nor establish contrary by advertising, signs, letterheads, or otherwise. No contracts, commitments, statements, or representations made by or on behalf of a party shall be binding in any branch reselling Products nor maintain any distribution depot for Products outside the Territoryrespect on another party.
7.11 Save where any mandatory provision of any applicable law prohibits such a restriction, the Distributor shall not without the prior written consent of Xxxxx sell any of the Products outside the Territory or to any person, firm or company inside the Territory where the Distributor knows or has good reason to believe that the Products in question will be sold outside the Territory.
7.12 The Distributor shall promptly refer to Xxxxx any enquiries or orders for Products received by the Distributor from persons, firms or companies outside the Territory.
Appears in 1 contract
Samples: Exclusive Distribution Agreement (Dais Analytic Corp)
