General Obligations of Distributor. 2.1 The Distributor shall
(a) Devote sufficient financial resources and employ sufficient and well trained qualified marketing, sales and technical personnel to effectively fulfill its obligations under this Agreement and to enable servicing activity of the highest level. The professional standards of Distributor’s employees shall be, at all times, raised through education and instruction. Qualification and training shall be documented and kept up to date.
(b) Provide on its own account adequate pre-sale and post-sale technical and scientific support services in accordance with standards customary in the industry.
(c) Use commercially reasonable efforts to actively promote the sales of the Products, to create a demand for the Products, in particular by (i) having its salesforce travelling, (ii) arranging displays, (iii) participating in relevant trade fairs and exhibitions in the Territory at its own cost and expense- also upon reasonable request of Curetis - and (iv) by other methods at its command. It shall advertise the Products and act for Curetis in a manner fitting its position as exclusive distributor, all in accordance to the Local Marketing Plans (as defined in Section 4.2 below).
(d) Act in furtherance of the best interest of Curetis and at no time do, cause or permit to be done, published or said, any information, act, or thing from whatever source, which is or may be detrimental to the best interest and/or business reputation of Curetis.
(e) Submit market analysis and Local Marketing Plans (as defined in Section 4.2 below) to Curetis (including without limitation: expenses, workshops, conferences, mailings and advertising).
(f) Notify Curetis immediately whenever there are actions or changes in the market in the Territory which affect, or might affect, Product sales (such as new competitors, new regulations, changes in reimbursement policies, etc).
(g) Market and sell the Products under Curetis’ logo, trademark and label in their original package or in case that the original package does not comply with the applicable regulatory requirements in a modified original package as mutually agreed with Curetis. Distributor shall ensure that labeling and packaging is in compliance with the applicable laws and regulations and that the modifications to the package are limited to those required under the applicable laws and regulations.
(h) Inform the designated Curetis representative set forth in Section 24 below immediately about any hazards and/or even...
General Obligations of Distributor. Distributor may establish and/or authorize the establishment of Dealerships within the Territory that will carry, promote, sell and support the Manufacturer's Products. Such Dealerships can be new stores founded, authorized and/or funded by the Distributor or existing, qualified Motorcycle Dealerships which sign a Dealership Agreement in form and content approved by Manufacturer and Distributor. Distributor shall be responsible for all costs and expenses necessary to advertise, promote and sell the Dealership relationship to prospective Dealers. Furthermore, Distributor shall be the local representative for the approved Dealers in matters of sales training, technician repair training, warranty support and Dealer level promotions provided the manufacturer, at its expense, provides sales, technician and warranty training to Distributor's employees. All administrative costs within the Territory such as wages and employee benefits shall be borne by Distributor.
General Obligations of Distributor. COMPANY 6 DISTRIBUTOR * Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
General Obligations of Distributor. Distributor shall use its best efforts to further the advertising, promotion, marketing, distribution and sale of the Products in the Territory. Without limiting the generality of the foregoing, Distributor shall have the following obligations with respect to the advertising, promotion, marketing, distribution and sale of the Products.
General Obligations of Distributor. Distributor shall at all times during the Term:
(a) provide sufficient quantities of bottles (properly labeled by Distributor) for Company to fill and deliver to Distributor;
(b) accept deliveries of bulk quantities of the bottled Products, package such Products for sale as described on Exhibit A, and market, sell and deliver such Products to customers in the Territory. For purposes of clarification, Distributor shall be responsible for the costs of all (i) testing, (ii) bottles, labels and packaging, (iii) palettes, (iv) storage costs, and (v) shipping costs;
(c) use its best efforts at all times to promote and enhance Company’s interests, and the reputation of the Products and Company’s business, including promoting and enhancing Company’s brands in accordance with this Agreement. Nothing herein constitutes an agreement, express or implied, between the parties regarding any of the aspects related to the pricing of Products;
(d) use its best efforts to maximize sales of the Products;
(e) maintain and stock (i) an adequate supply of the Products to satisfy the demand of its customers including, without limitation, any amounts required by this Agreement, and (ii) representative samples of the Products;
(f) maintain qualified personnel with knowledge of the specifications, features and use of the Products;
(g) only purchase Products directly from Company;
(h) not act in a manner which may adversely affect the reputation of the Products, Company or Company’s business;
(i) not make any statement, warranty or guarantee regarding the Products or Company except as expressly permitted by this Agreement or any Accompanying Information. As used herein, “Accompanying Information” means any warranty or other information relating to the Products provided by Company including any information required to be provided by law at the time of sale;
General Obligations of Distributor. Distributor shall at all times during the Term:
(a) market, sell and deliver such Products to Customers in the Territory;
(b) use its best efforts at all times to promote and enhance Company’s interests, and the reputation of the Products and Company’s business, including promoting and enhancing Company’s brands in accordance with this Agreement. Nothing herein constitutes an agreement, express or implied, between the parties regarding any of the aspects related to the pricing of Products;
(c) use its best efforts to maximize sales of the Products;
(d) maintain and stock (i) an adequate supply of the Products to satisfy the demand of its Customers, or (ii) request that Company ship Products directly to the Customers;
(e) maintain qualified personnel with knowledge of the specifications, features and use of the Products;
(f) only purchase Products directly from Company;
(g) not act in a manner which may adversely affect the reputation Company or Company’s business;s
(h) not make any statement, warranty or guarantee regarding the Products or Company except as expressly permitted by this Agreement or any Accompanying Information. As used herein, “Accompanying Information” means any warranty or other information relating to the Products provided by Company including any information required to be provided by law at the time of sale;
General Obligations of Distributor. The Distributor shall: (a) use its best efforts at all times to promote, market and sell the Products in the Territory, which shall include, without limitation, employing or engaging such personnel and assistance as may be necessary to promote and sell the Products, attending training seminars, maintaining personal contact with Customers, and complying with such other reasonable and customary marketing and sales efforts; (b) not modify, improve, or otherwise alter any of the Products, unless prior written consent is obtained from BioTek; (c) portray fairly, accurately and in good faith BioTek's Products and not knowingly take any actions which are adverse to BioTek's best interests or which might harm BioTek's reputation; (d) be responsible for and pay all costs and expenses of the Distributor associated with this Agreement, its obligations hereunder and the conduct of its business, except as provided for in Section 4. (e) advise BioTek immediately of any complaints received regarding the Products thereof; provided, however, that the Distributor has no authority to, and shall not, make any offer on behalf of BioTek with regard thereto without BioTek's prior written consent; (f) secure and maintain all necessary licenses and permits required to operate its business and comply in all material respects with all laws applicable to it and the sale of the Products; (g) cause its affiliates and employees to abide by the provisions of this Agreement and be responsible for all acts and omissions of such persons; (h) provide follow-up and support services to customers appropriately tailored to ensure customer satisfaction; and (i) provide such other services related or incidental to the Distributor's obligations under this Agreement as BioTek and the Distributor may agree upon from time to time.
General Obligations of Distributor. 1Forecasts. At least ninety (90) days prior to the anticipated approval of the NDA, the J-JSC shall meet to decide upon a twelve (12) month unit forecast indicating Distributor’s intended purchases of Products during each month of such period as well as such other information as Capricor may reasonably request in the format reasonably specified by Capricor from time to time. The intended purchase amounts of the Product will be specified by Distributor on a unit basis (not on a lot basis) in such forecast. Such forecasts shall be updated by Distributor on a rolling quarterly basis for each new twelve (12) month period following the preceding quarter, which updated forecast must be received by Capricor no later than the last day of the second month of the applicable quarter during the term of this Agreement. Such rolling forecasts shall be used for the purpose of meeting the lead times required by Capricor. The first three months of this initial forecast and the first three months of each subsequent updated 12-month forecast delivered hereunder shall be binding on the Parties upon the Parties’ agreement thereon and shall be covered by a firm Purchase Order for a quantity of Products not less than that forecasted for such quarterly period, provided that any forecast shall be non-binding until the PMDA’s approval of a package insert of the Product for DMD and after such approval, the Parties shall discuss a 12-month forecast and agree on the first three months of the forecast. Capricor may, in its discretion, reject Purchase Orders calling for quantities exceeding forecasted quantities in such binding first three months of the forecast but shall be under no obligation to do so. If the Parties are unable to agree on the first three months of the forecast herein, such forecast shall be determined by Expert Determination pursuant to the procedure set forth in Section 17.3.2 below. The cost of such Expert Determination shall be borne equally by the Parties.
General Obligations of Distributor. As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, the Distributor hereby represents, warrants, and covenants to the Company as follows:
8.1 The Distributor represents that it has experience and expertise in marketing and selling products similar to the Products, as well as the financial resources to market the Products, and shall use its reasonable best efforts to market and sell the Products in the Territory and to achieve the maximum sales potential of the Territory. Distributor agrees to diligently and continuously promote the sale of the Products and shall: (i) avoid deceptive, unfair, misleading, or unethical trade practices that are or might be detrimental to the Company, the Products, its customers, or the public, including any disparagement of the Company or the Products; (ii) make no false or misleading representations with regard to the Company or the Products; (iii) refrain from publishing or employing any misleading or deceptive advertising material; (iv) refrain from disparaging the Company or the Products, or from otherwise injuring the reputation and good standing of the Company; and (v) conduct its business in a professional manner which will reflect positively upon the Company and its business.
8.2 The Distributor will maintain the Minimum Performance Requirements listed in Exhibit C hereto. The failure to meet Minimum Performance Requirements shall be a breach of this Agreement and may result in loss of exclusivity as provided in Section 5.1 or the Company's termination of this Agreement for cause as provided in Section 14.4.
8.3 The Distributor shall maintain an active, direct sales organization of a size that can fully exploit the potential of the Territory and keep the prospective customers informed of the availability of the Products and that is knowledgeable with respect to the clinical procedures in which the Products are used as well as the sales features and benefits of the Products and their correct operation and use. Distributor shall ensure that the members of its sales organization maintain the skill levels, and product and clinical knowledge required to properly sell and service the Products.
8.4 The Distributor shall not promote or sell any of the Products outside the Territory and Distributor may not undertake distribution of or accept appointment as distributor for products having similar customers uses, purpose, features and usage as the Products set forth...
General Obligations of Distributor
