PRICES AND TERMS AND CONDITIONS OF SALE. A. Distributor acknowledges receipt of RK’s current Confidential Master Distributor Price Schedule applicable to the Products (hereinafter called “Schedule”). The prices for the Products shall be those set forth in the Schedule and in any supplementary or replacement Schedules. RK shall have the right to reduce or increase prices to Distributor at any time; RK must provide a 30-day written notice of price changes. When a new Schedule is issued to Distributor by RK it shall become a part of this Agreement automatically as of the effective date stated thereon, and shall supersede all prior inconsistent Schedules. Any and all terms and conditions of sale which are contained in the Schedule and in any supplementary or replacement Schedules shall be considered integral parts of this Agreement.
B. Distributor understands and acknowledges that RK’s pricing structure to Distributor is predicated upon Distributor’s wholesale function. If Distributor additionally makes retail sales other than retail sales through Sea Tow International or to existing or future Sea Tow International. service providers or members or transfers the Products, other than through a bona fide sale, to any parent, subsidiary or affiliate of Distributor, Distributor shall advise RK of the allocation of its RK purchases between the wholesale and retail functions. In such event, RK shall have the right to adjust its pricing to Distributor, so as to provide Distributor with a distributor discount only to the extent that Distributor is functioning as a true wholesaler.
C. Prices do not include taxes of any nature. Distributor shall pay applicable taxes when invoiced by RK unless Distributor has supplied RK with tax exemption certificates, which XX xxxxx satisfactory.
D. Unless otherwise specifically agreed by RK in writing:
i.) All transactions between RK and Distributor relating in any manner to the Products shall be governed entirely by the terms, conditions and provisions set forth in this Agreement and in the Schedule.
ii.) Any terms, conditions or provisions in Distributor’s purchase orders or other business forms which are different from, in addition to, or in conflict with this Agreement shall be deemed objected to by RK and shall be of no force or effect whatsoever under any circumstances, notwithstanding any failure by RK to communicate further objections thereto.
iii.) In the event of a conflict between this Agreement and any other RK documents, the terms of this Agreement shall control.
PRICES AND TERMS AND CONDITIONS OF SALE. Company shall provide Representative copies of any current Product price lists, delivery schedules, and standard terms and conditions of sale, as established from time to time for the Product. Notwithstanding such price lists, delivery schedules and standard terms and conditions, the Company shall set the prices, delivery schedules, and other terms and conditions of sale to Customers. All Sales shall be made in the name of Company and Representative will make reasonable efforts to add Company to Customers’ approved vendor list.
PRICES AND TERMS AND CONDITIONS OF SALE. 3.1 The initial prices of Products are as stated in Exhibit C (“Prices”), which such Exhibit shall be attached to this Agreement no later than August 23, 2004. Prices are subject to adjustment as follows: (i) Prices for mouldings will be subject to adjustment on a monthly basis without advance notice; (ii) Prices for doors will be subject to adjustment upon thirty (30) days’ advance written notice; and (iii) Prices for windows are fixed for twelve (12) months from the date of first shipment hereunder to Huttig; thereafter, window Prices will be subject to a price adjustment for the following 12-month period. Each Price adjustment shall be based on then current domestic market prices (including costs of freight and transportation) for domestic Products and offshore market prices (including costs of freight and transportation) for offshore Products, and will be determined by negotiation between the Parties. Where the Parties cannot reach agreement on a Price adjustment, the Parties shall resolve their dispute as to pricing in accordance with the dispute resolution procedures set forth in Section 16 hereof. During any such dispute resolution period, the last agreed-upon monthly Prices will apply.
3.2 Notwithstanding any other provision of this Agreement, in the event Huttig receives a bona fide price quote for interior pine doors which is lower than the Price then charged for interior pine doors by Woodgrain, from a third-party vendor with the domestic and offshore manufacturing capacity sufficient to supply all of Huttig’s requirements for interior pine doors during any 12-month period (a “Competing Offer”), Huttig will provide Woodgrain with written notice of such Competing Offer (the “Competing Offer Notice”), together with price quoted, the quantity of doors applicable to the price quoted, and the identity of the third-party vendor. Woodgrain will have 15 days from receipt of the Competing Offer Notice to elect to match the Competing Offer; and, if Woodgrain does so elect with such 15-day period, Huttig shall purchase all of the interior pine doors applicable to the Competing Offer from Woodgrain. If Woodgrain does not elect to match the Competing Offer within 15 days from receipt of the Competing Offer Notice, Huttig may purchase that quantity of interior pine doors applicable to the Competing Offer from the third-party vendor, and said dollar purchases will be counted towards Huttig’s Annual Purchase Commitment during years one and two of this Agreement...
PRICES AND TERMS AND CONDITIONS OF SALE
