Net Wholesale Sales definition
Net Wholesale Sales as that term is used in this agreement shall mean Company's invoiced billing price to its customers or distributors, deducting only the following items (and only if separately stated in the relevant invoice issued by Company): shipping charges, freight, duties, insurance, discounts actually given, sales taxes, value-added taxes, and credits allowed for returned or defective merchandise (but no reserve for returns). All royalties due to Licensor shall accrue upon the sale of the Licensed Products, regardless of the time of collection by the Company. For purposes of this Agreement, the Licensed Product shall be considered "sold" as of the date on which such Licensed Product is billed, invoiced, shipped, or paid for, whichever event occurs first. If any Licensed Products are consigned to a distributor by Company, the Licensed Product shall be considered "sold" by Company as of the date on which such distributor bills, invoices, ships, or receives payment for any of the Licensed Products, whichever first occurs.
Net Wholesale Sales means the gross sales by Licensee and its affiliates of all Licensed Articles, sold pursuant to the Wholesale Price Lists for the Licensed Articles as determined by the Parties hereto, less trade discounts, actual returns and allowances. No costs incurred in the manufacture, sale, distribution or promotion of Licensed Articles shall be added, or deducted from any Royalty payable by Licensee. However, should Licensee derive any "handling profits" from the shipping and handling of Licensed Articles to third parties, then Licensee agrees to pay Licensor an additional royalty in the amount of 12% of such "handling profits." Furthermore, no deduction or adjustment shall be made in the computation of Net Sales for Licensee's uncollectible accounts. c. Licensor's Direct Purchase of Licensed Articles. Licensor shall have the right, from time to time, to purchase the Licensed Articles directly from Licensee for the purpose of resale through its own company-owned stores. Licensor may purchase any such Licensed Articles at the current listed price. Royalty for use of trademarks will be calculated and paid on any such purchase made by Licensor. Licensee will pay these royalties.
Net Wholesale Sales shall be defined as: [***].”
Examples of Net Wholesale Sales in a sentence
For purposes of calculating the Agency Contribution in any Contract Year, the total amount to be paid by Licensee shall be based on the higher of (i) Licensee’s projected Net Wholesale Sales plus Net Retail Sales as set forth in the Business Plan for the upcoming Contract Year or (ii) actual Net Wholesale Sales plus Net Retail Sales in the previous Contract Year.
In consideration of the license granted herein, Licensee shall pay to Licensor a percentage royalty (the “Percentage Royalty”) in each Contract Year of * percent (*%) of Net Wholesale Sales, plus (i) * (*%) of Licensee’s Net Retail Sales during the first ten Contract Years of the Term, and (ii) * (*%) of Licensee’s Net Retail Sales thereafter.
In each Contract Year during the Term Licensee shall expend not less than * percent (*%) of total Net Wholesale Sales, plus * percent (*%) of Net Retail Sales for advertising and promotional activities in the Territory (the “Advertising Obligation”).
The Expert's determination of the Exit Payment shall be final and binding, provided that if Burberry exercises its option to terminate on 31 December 2011 in accordance with this Agreement, Burberry shall pay, in respect of the Exit Payment, either the market value of the Licence Rights as determined by the Expert or 70% of the Actual Net Wholesale Sales in 2010, whichever is greater.
The parties shall in good faith endeavour to resolve the objections and in the event that no resolution is reached, the Licensee shall implement Burberry's revisions to the Packaging and the parties shall agree an appropriate reduction to the Minimum Net Wholesale Sales.
More Definitions of Net Wholesale Sales
Net Wholesale Sales means the actual invoice price of the Products sold through all other Distribution Channels permitted under this Agreement, whether from cash, check, credit and/or debit card, barter exchange, trade credit or other credit transactions less (a) refunds, credits and allowances actually made or allowed to customers for returned defective Products, and (b) value added tax assessed on sales (only where applicable); “Net Sales” means both Net Retail Sales and Net Wholesale Sales, collectively. For the avoidance of doubt, no other deduction or recoupments of any kind shall be deducted from the gross retail or wholesale invoice price (as applicable), including by way of example, cash discounts, early payment discounts, year-end rebates, costs incurred in manufacturing, selling, distributing, advertising (including cooperative and promotional allowances, fixturing, merchandising guides, displays and/or the like), uncollectible accounts, commissions, rush-transportation costs on otherwise late deliveries, make-good costs for defective product, design errors or lost or damaged product. Products will be considered “sold” and, therefore, subject to inclusion in the calculation of Earned Royalties, as of the date on which such Products are invoiced, shipped or paid for, whichever first occurs. For the avoidance of doubt, there will be no deduction from “Net Sales” for uncollectable accounts. Under no circumstances may any bad debt or uncollected amounts or uncollectible accounts be deducted when computing Net Sales.
Net Wholesale Sales means the gross amount of wholesale sales by Licensee from the sale or other commercial disposition of any Licensed Products (including any transfers to affiliated entities, which shall be priced on arms-length terms and for any retail sales directly by Licensee, the License Fee shall be computed based on the arms-length wholesale price of the applicable Licensed Products), less the following deductions actually incurred, allowed, paid, accrued, or otherwise allocated to the sale of the relevant unit of such Licensed Product (if not previously deducted in calculating the amount invoiced): (a) normal and customary trade, quantity, and cash discounts; (b) credits or chargebacks for rejections or returns of any Licensed Product; (c) freight, insurance, and other transportation charges for shipping of Licensed Products to the extent separately stated in the applicable invoice; (d) sales and other taxes separately stated on the applicable invoice; and (e) any promotional discounts.
Net Wholesale Sales means the gross sales of products sold by Licensee less allowances for prompt payment, excluding trade promotions. In no event shall Net Wholesale Sales be less than 95% of gross sales.
Net Wholesale Sales means Company's invoiced wholesale billing price to its customers or distributors, less only shipping charges, discounts actually given, duties, insurance, sales taxes, value-added taxes, and credits allowed for returned or defective merchandise (but no reserve for returns). All royalties due Licensor shall accrue upon the sale of the Licensed Products regardless of the time of collection by Company. Licensed Products shall be considered "sold" as of the date on which such Licensed Products are invoiced, shipped or paid for, whichever first occurs. If sales are made to any party affiliated or related to Company, royalties shall be computed based upon the regular price of such Licensed Products charged to unrelated third parties. Company shall have the right to deduct uncollectable accounts from "Net Wholesale Sales" provided that such deduction shall not (during any Contract Year) exceed five percent (5%) of sales.
Net Wholesale Sales means the Gross Wholesale Sales, less only (i) returns (or destruction in place) that Licensee actually allowed and, for returns, actually received by Licensee, (ii) allowances (i.e., credits to a customer after delivery, including credits for returns, promotions and markdowns) that Licensee actually grants in writing, (iii) trade discounts (i.e.,
Net Wholesale Sales means all consideration received by and/or credited to the account of Syratech (and/or any of its affiliated or related entities) in respect of each unit of the Licensed Property, including, without limitation, Closeout Licensed Property, if any, sold in the Territory, less only the following amounts:
(i) refunded amounts actually paid by Syratech to retail purchasers (i.e., High-End Stores) of the Licensed Property from Syratech for returns thereof, and any cash or other discounts or rebates or returns given or granted by Syratech in respect of the Licensed Property, or taken by retailers, including, without limitation, cooperative advertising;
(ii) all actual, reasonable freight charges paid to third parties applicable to (A) such sales of the Licensed Property that were actually billed to and paid by the retail purchasers (i.e., High-End Stores) of such Licensed Property from Syratech and (B) such sales of the Closeout Licensed Property that were actually billed to and paid by Closeout Customers of such Closeout Licensed Property from Syratech, if any, in either case solely if and as set forth on the invoices to such retail purchasers or Closeout Customers, as applicable; and
(iii) actual sales and excise taxes applicable to sales of the Licensed Property, including, without limitation, Closeout Licensed Property, if any, that were (A) incurred during the Accounting Period that such units of the Licensed Property and/or Closeout Licensed Property, if any, were sold, (B) validly and mandatorily paid to legitimate government entities with jurisdiction over such sales of the Licensed Property or Closeout Licensed Property, if any, pursuant to applicable laws and (C) actually billed to and paid by the retail purchasers (i.e., High-End Stores) of such Licensed Property from Syratech and actually billed to and paid by Closeout Customers of such Closeout Licensed Property from Syratech, if any, in either case solely if and as set forth on the invoices to such retail purchasers or Closeout Customers, as applicable. In no event may the amounts described in sub-clause (i) above equal more than fifteen percent (15%) of all consideration received by and/or credited to the account of Syratech (and/or any of its affiliated or related entities) in respect of each unit of the Licensed Property, including, without limitation, Closeout Licensed Property, if any, sold in the Territory.
Net Wholesale Sales means IES's invoiced wholesale billing price to its customers or distributors, less only actual shipping charges, discounts actually given, sales taxes, and credits allowed for actual returned or defective merchandise. All royalties due Licensor will accrue upon the sale of the Licensed Calendars regardless of time of collection by IES. Licensed Calendars will be considered "sold" as of the date on which such Licensed Calendars are invoiced, shipped or paid for, whichever first occurs. If sales are made to any party affiliated with or related to IES, royalties will be computed based upon the regular price for such Licensed Calendars charged to unrelated third parties. There will be no deduction from "Net Wholesale Sales" for uncollectable accounts and no reserve for returns.