O2Diesel Additive definition
Examples of O2Diesel Additive in a sentence
In the event Distributor fails to order and take delivery of the minimum required quantity of O2Diesel Additive during any year of the Term, O2Diesel may invoice Distributor for 75% of the then-applicable price of the quantity by which Distributor fell short of the required minimum.
If O2Diesel so honors such orders, Distributor shall take and pay for the O2Diesel Additive in accordance with the provisions of this Agreement.
After the first commercial sale of O2Diesel Product, on a quarterly basis within five (5) days of the beginning of each quarter, Distributor shall provide non-binding forecasts of its expected requirements of O2Diesel Additive for the following twelve (12) months.
Subject to all of Distributor’s obligations under this Agreement, O2Diesel hereby acknowledges that Distributor may practice O2Diesel’s patents and trade secrets in the Territory during the Term to the extent necessary to blend O2Diesel Product using O2Diesel Additive purchased from O2Diesel under Article 4.
O2Diesel may, at its expense, during regular business hours and with reasonable prior notice, examine, review, and inspect all facilities in which O2Diesel Additive or O2Diesel Product is stored, blended or distributed by or on behalf of Distributor, and review, audit and analyze Distributor’s records relating to this Agreement and representative samples of O2Diesel Additive and O2Diesel Product in Distributor’s custody or control.
For the avoidance of doubt, and without limiting the generality of the foregoing, (a) Distributor is not authorized to manufacture, offer for sale or sell O2Diesel Additive as such; (b) Distributor shall not grant sublicenses under the O2Diesel Intellectual Property to any Third Party without the written consent of O2Diesel; and (c) Distributor shall not challenge the validity or enforceability of the O2Diesel Intellectual Property.
Distributor shall have the nonexclusive right to use such O2Diesel Additive and any further O2Diesel Additive provided pursuant to Section 13.4(b) to make and sell O2Diesel Product subject to the applicable terms of this Agreement, but in no event shall such right continue for longer than six (6) months after the date of expiration or termination.
Distributor and its Affiliates shall not (a) export any O2Dicsel Additive or O2Diesel Product from the Territory or (b) sell O2Diesel Additive or O2Diesel Product to any Third Party with the knowledge that such Third Party is likely to resell O2Diesel Additive unblended, resell O2Diesel Product, or export O2Diesel Additive or O2Diesel Product from the Territory.
O2Diesel warrants that the O2Diesel Additive delivered to Distributor hereunder complies with O2Diesel’s specifications for such product, provided that Distributor notifies O2Diesel of any defects therein within thirty (30) days after taking delivery thereof.
Notwithstanding the foregoing, if at least one New Additive is available, O2Diesel may discontinue the manufacture of any O2Diesel Additive upon ninety (90) days’ notice to Distributor, and if it does so, Distributor shall then be required to purchase an available New Additive at a price to be mutually agreed.