Common use of Sales and Promotion Clause in Contracts

Sales and Promotion. 5.1 The Licensee shall use its best efforts to promote and extend the sale of Products throughout the Territory to all potential Approved Outlets. 5.2 The Licensee shall secure and maintain the distribution of adequate stocks of Products to (and only to) Approved Outlets such that the Products may be made readily and continuously available to customers. 5.3 The Licensor hereby places the Licensee on notice that it may inspect such Approved Outlets at any time throughout the Contract Term to assure itself that the provisions of this Clause are being complied with. If the Licensor notifies the Licensee that an outlet at which Products are sold does not (in the absolute discretion of the Licensor) meet the standards of an Approved Outlet, the Licensee shall procure that sales of Products at such outlets be discontinued at the earliest possible opportunity. 5.4 Products shall not be exported or sold by the Licensee for re-sale outside the Territory. 5.5 All advertising and promotional materials and activities relating to the Products shall require the Licensor's prior approval and all advertising and promotional proposals for the Products shall accordingly be submitted by the Licensee to the Licensor for prior approval. In respect of proposals by the Licensee for promotional materials and activities which have been contemplated by the Marketing Plan for the period to which they relate, the Licensor shall respond as quickly as practicable and in any event within FIFTEEN (15) business days from receipt of the same, in default of which response the Licensor's approval shall be deemed to have been granted. 5.6 The Licensor and its Affiliates in the Territory may purchase Products from the Licensee at the lower of (a) Licensee's standard wholesale price, including customary trade discounts and advertising allowances, or (b) the lowest wholesale price at which the Licensee sells equivalent quantities of Products to its customers in the Territory, on at least net THIRTY (30) day terms.

Sales and Promotion. 5.1 The Licensee shall use its best efforts to promote and extend the sale of Products throughout the Territory to all potential Approved Outlets. 5.2 The Licensee shall secure and maintain the distribution of adequate stocks of Products to (and only to) Approved Outlets such that the Products may be made readily and continuously available to customers. 5.3 The Licensor hereby places the Licensee on notice that it may inspect such Approved Outlets at any time throughout the Contract Term to assure itself that the provisions of this Clause are being complied with. If the Licensor notifies the Licensee that an outlet at which Products are sold does not (in the absolute discretion of the Licensor) meet the standards of an Approved Outlet, the Licensee shall procure that sales of Products at such outlets be discontinued at the earliest possible opportunity. 5.4 Products shall not be exported or sold by the Licensee for re-sale outside the Territory. 5.5 All advertising and promotional materials and activities relating to the Products shall require the Licensor's prior approval and all advertising and promotional proposals for 5 the Products shall accordingly be submitted by the Licensee to the Licensor for prior approval. In respect of proposals by the Licensee for promotional materials and activities which have been contemplated by the Marketing Plan for the period to which they relate, the Licensor shall respond as quickly as practicable and in any event within FIFTEEN (15) business days from receipt of the same, in default of which response the Licensor's approval shall be deemed to have been granted. 5.6 The Licensor and its Affiliates in the Territory may purchase Products from the Licensee at the lower of (a) Licensee's standard wholesale price, including customary trade discounts and advertising allowances, or (b) the lowest wholesale price at which the Licensee sells equivalent quantities of Products to its customers in the Territory, on at least net THIRTY (30) day terms.