Common use of Product Distribution Clause in Contracts

Product Distribution. A. Distributor shall at all times use its commercially reasonable efforts to market, promote and expand the sale of Products via the Channel in the Territory. B. Distributor shall submit to Supplier monthly sales and inventory data within seven (7) business days following the end of such month. C. Distributor shall (i) store, handle and distribute its inventory of Products in clean and sanitary conditions as required to maintain Product quality and in accordance with Supplier's and any applicable manufacturers’ reasonable specifications; (ii) not alter the Products in any manner; and (iii) comply with all applicable international, federal, state and local food, health and other applicable laws, rules, regulations, standards and orders (collectively, “Applicable Laws”) in connection with the storage and Distribution of the Products; provided, however, that Supplier shall be solely responsible for complying with all Applicable Laws with regard to the composition, makeup, development, manufacture, supply, advertising and marketing of the Products (including, without limitation, any labels affixed to the Products and the content of any advertising or marketing materials relating to the Products which are provided to Distributor by Supplier) and Supplier's license, distribution and sale of the Products to Persons other than Distributor. D. If Supplier or a governmental authority notifies Distributor of a Recall/Withdrawal Event, Distributor agrees that it shall fully cooperate with Supplier and take all necessary actions reasonably requested by Supplier in connection with a market withdrawal or recall of any Recalled Products or Withdrawn Products, including but not limited to, a notification to accounts and retrieval of Recalled Products or Withdrawn Products from accounts, at Supplier's sole expense. In the event of a Recall/Withdrawal Event, Supplier shall repurchase from Distributor, at a purchase price equal to (i) the full purchase price initially paid by Distributor to Supplier for such Recalled Products or Withdrawn Products; plus (ii) if Distributor refunds any money to its accounts in buying back unsold Recalled Product or Withdrawn Product, the difference between: (A) the amount of the refund and (B) Distributor's original purchase price paid for the unsold Recalled Product or Withdrawn Product based on the original purchase order; plus (iii) Distributor's documented freight, delivery and insurance expenses to return Recalled Product and Withdrawn Product to Supplier's designated location. E. Distributor shall grant Supplier or its Representatives (as defined below) access during normal business hours on twenty-four (24) hours notice: (i) to inspect Distributor's facilities, inventory of Products and transport fleet and to review compliance with health and safety requirements.

Product Distribution. A. Distributor Rainforest shall use its best and commercially reasonable efforts to distribute the Products to the Accounts in the Territory. In the event that Rainforest ceases to distribute any Product to the Accounts for any reason directly and solely caused by Rainforest for a period of ninety (90) days, then, upon Supplier’s notice to Rainforest (a) such product shall no longer be a “Product” as such term is used herein, (b) such product shall be automatically and without further action by the parties, deleted from Exhibit E and (c) Supplier shall have the unrestricted right to sell, market or distribute such product in the Territory, either directly or through a third party (without payment to Rainforest of an Invasion Fee (as hereinafter defined)). B. Rainforest shall at all times use its commercially reasonable diligent and good faith efforts to market, promote and expand the sale of Products via the Channel in the Territory. B. Distributor C. Rainforest shall submit to Supplier monthly sales and inventory data within seven fifteen (715) business days following the end beginning of such each calendar month. Sales data will include breakdown of case volume, by sku, by retail account, by date. C. Distributor D. Xxxxxxxxxx agrees to properly manage inventory age and storage conditions, ensuring FIFO processes are maintained in its warehouses. Further, Rainforest shall (i) store, handle and distribute its inventory of Products in clean and sanitary conditions as required to maintain Product quality and in accordance with Supplier's and any applicable manufacturers’ reasonable ’s specifications; (ii) not alter the Products in any manner; , and (iii) comply with all applicable international, federal, state state, and local food, health and other applicable lawslaws and regulations. E. If Supplier determines, rules, regulations, standards and orders (collectively, “Applicable Laws”) in connection with the storage and Distribution of the Products; provided, howeverits sole discretion, that Supplier shall be solely responsible for complying with all Applicable Laws with regard to the composition, makeup, development, manufacture, supply, advertising and marketing undertake a market withdrawal or recall of the Products (includingProducts, without limitation, any labels affixed to the Products and the content of any advertising or marketing materials relating to the Products which are provided to Distributor by Supplier) and Supplier's license, distribution and sale of the Products to Persons other than Distributor. D. If Supplier or a governmental authority notifies Distributor of a Recall/Withdrawal Event, Distributor Rainforest agrees that it shall fully cooperate with Supplier and take all reasonable and necessary actions reasonably requested by Supplier in connection with a market withdrawal or recall of any Recalled Products or Withdrawn ProductsSupplier, including but not limited to, to a notification to accounts and retrieval of Recalled Products or Withdrawn Products from accounts, retailers at Supplier's ’s sole expense. Supplier agrees to compensate Rainforest for all reasonable fees associated with executing a market withdrawal or recall, including disposal/destruction costs, provided the market withdrawal or recall was not a direct of result of Rainforest’s action or inaction. F. Supplier agrees that Rainforest does not guarantee the purchase or performance level of any retailer. G. In the event that Supplier requests Rainforest to deliver samples of a Recall/Withdrawal Eventthe Products for PR or marketing purposes, Supplier and Rainforest shall repurchase from Distributor, at a purchase price equal to (i) the full purchase price initially paid by Distributor to Supplier for agree on compensation in advance of any such Recalled Products or Withdrawn Products; plus (ii) if Distributor refunds any money to its accounts in buying back unsold Recalled Product or Withdrawn Product, the difference between: (A) the amount of the refund and (B) Distributor's original purchase price paid for the unsold Recalled Product or Withdrawn Product based on the original purchase order; plus (iii) Distributor's documented freight, delivery and insurance expenses to return Recalled Product and Withdrawn Product to Supplier's designated locationdelivery. E. Distributor shall grant Supplier or its Representatives (as defined below) access during normal business hours on twenty-four (24) hours notice: (i) to inspect Distributor's facilities, inventory of Products and transport fleet and to review compliance with health and safety requirements.