Distributor Obligations Clause Samples
The Distributor Obligations clause defines the specific duties and responsibilities that a distributor must fulfill under an agreement. These obligations typically include requirements such as maintaining adequate inventory levels, adhering to marketing guidelines, providing regular sales reports, and complying with applicable laws and regulations. By clearly outlining what is expected of the distributor, this clause ensures accountability and helps prevent misunderstandings or disputes regarding performance standards.
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Distributor Obligations. Distributor shall:
(a) market, advertise, promote, and sell the Goods to Customer s in a manner that reflects favorably at all times on Goods and the good name, goodwill and reputation of Seller and consistent with good business practice , in each case using its best efforts to maximize the sales volume of the Goods;
(b) maintain a place or places of business in the Territory, including adequate office, storage, and warehouse facilities and all other facilities as required for Distributor to perform its duties under this Agreement in a location or lo cations approved by Seller;
(c) provide Seller a purchase order and communicate the delivery timelines to the Customer once those timelines are provided to the Distributor by the Seller;
(d) have sufficient knowledge of the industry and products competitive with each Good (including specifications, features, and benefits) so as to be able to explain in detail to Customers:
(i) the differences between the Good and competing products; and
(ii) information on standard protocols and features of each Good;
(e) unless otherwise defined to the contrary in this Agreement, observe all directions and instructions given to it by Seller in relation to the marketing, advertisement, and promotion of the Goods, including Seller’s sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by Seller;
(f) not use any promotional and marketing materials, whether prepared by Distributor or others, without the prior written consent of Seller.
(g) establish and maintain a sales and marketing organization sufficient to develop the market potential for the sale of the Goods, and independent sales representatives, facilities, and a distribution organization sufficient to make the Goods available for shipment through Distributor to each Customer within the agreed upon timeframe from receipt of order;
(h) develop and execute a marketing plan sufficient to fulfill its obligations under this Agreement;
(i) not make any materially misleading or untrue statements concerning Seller or the Goods, including any product disparagement or “bait-and-switch” practices;
(j) unless otherwise prohibited by law promptly notify Seller of any complaint or adverse claim about any Good or its use of which Distributor becomes aware;
(k) submit to Seller complete and accurate monthly reports regarding inventory, marketing, and sales of the Goods in a computer-readable format and containing the scope of informatio...
Distributor Obligations. The Distributor must comply with the Electricity (Hazards from Trees) Regulations 2003.
Distributor Obligations. During the Term, Distributor shall:
(a) Information and Support. Distributor shall provide any information and support reasonably requested by Subdistributor regarding the marketing, promotion, solicitation of orders, and distribution of Products under this Agreement;
Distributor Obligations. The Distributor shall: actively promote, market, and sell the Products within the Territory using commercially reasonable efforts; maintain adequate inventory and proper storage facilities to ensure the Products are kept in good condition; provide the Supplier with regular sales reports as detailed in Schedule 3; comply with all applicable laws, regulations, and industry standards regarding the marketing, sale, and distribution of the Products; adhere to the Supplier’s branding and marketing guidelines when promoting and selling the Products; and participate in any training sessions or meetings as requested by the Supplier to ensure proper product knowledge and representation.
Distributor Obligations. During the Term, Distributor shall: Shipment of Products and Instruments. Subject to Product availability and the terms and conditions of this Agreement, Distributor shall use reasonable efforts to fill Subdistributor’s orders for Products and Instruments, which are accepted by Distributor. It is understood by the Parties that expected delivery times will vary according to manufacturing and other conditions and that all delivery dates are estimates.
Distributor Obligations. In order to provide maximum protection and quality service to each of the Party’s customers, when acting as a distributor of the other party’s products (in each such instance, referred to herein as a “Distributor”) HBIO and ▇▇▇▇ each agree to comply with the following obligations. Failure to achieve and maintain such compliance shall constitute a material breach of this Agreement.
2.1 Distributor represents that: (a) the execution of this Agreement will not cause Distributor to breach any Agreement with any Third Party; and (b) so long as it continuing to act as Distributor to the other party hereunder for any particular product, with respect to such product, it has and shall use commercially reasonable efforts to maintain at all times the facilities, resources, personnel and experience to promote, advertise, market, and sell such product of the other Party and to otherwise perform its obligations under this Agreement. Distributor shall use commercially reasonable efforts to promote, market, distribute and sell the products and shall not perform any act which may hinder or interfere with the supply and/or marketing of the products. For purposes of this Agreement, “commercially reasonable efforts” means not less than the efforts used by HBIO immediately prior to the Separation Date (as defined in the Separation and Distribution Agreement) to support the research applications of isolated organ and tissue products (but for the avoidance of nay doubt, expressly not including efforts pertaining to the ▇▇▇▇ Business or employees that will be moving to the ▇▇▇▇ Business as conducted by and at HBIO prior to the date hereof or thereafter), e.g., maintaining the sales force, applications specialists and technical support in the US and Europe, maintaining demo and sales inventory plus periodic outbound marketing consistent with its past practices. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall require HBIO or ▇▇▇▇ to provide services to the other unless expressly required hereby.
2.2 The Parties acknowledge and agree that ▇▇▇▇’▇ use of the ▇▇▇▇ “HARVARD APPARATUS’ is at all times subject to the terms, conditions and restriction set forth in the Sublicense Agreement, dated December 8, 2012, by and between ▇▇▇▇ and HBIO (the “Sublicense Agreement”). The rights and obligations of the Parties in this paragraph are at all times subject to the Sublicense Agreement. Distributor shall not delete or alter any of the other...
Distributor Obligations. Subject to Section 7, Supplier shall not terminate its obligation to supply Buyer's System nor shall Supplier withhold delivery of Product from any non-defaulting member of Buyer's System or any non-defaulting Distributor due to nonpayment or other default by a Distributor or a member of Buyer's System.
Distributor Obligations. Buyer shall not terminate its obligation to purchase, or cause to be purchased, Product from Supplier due to nonpayment or other default by a Distributor.
Distributor Obligations. Distributor hereby accepts the rights and obligations of a Fiagon NA distributor pursuant to this Agreement and agrees that, so long as this Agreement is in effect, it will:
a. Promote, demonstrate and sell Products using best efforts with a view to generating increased sale of Products pursuant to this Agreement. Distributor agrees to provide detailed sales activity reporting to Fiagon NA with the frequency and content established in Fiagon NA’s standard dealer policies and to similarly report on Product usage and other information requested by Fiagon NA as part of its marketing efforts;
b. Maintain well-trained and informed sales, marketing and technical personnel. Within the schedule attached as Exhibit D, Distributor will appoint a member(s) of its staff to become the Fiagon® systems subject matter expert(s) in order to support the efforts of Distributor’s sales personnel. Distributor will provide the resources reasonably necessary to enable its personnel to competently present and support the Products to potential customers. Until subject matter excellence is achieved by Distributor, it shall, for major sales opportunities, be entitled to request sales assistance from Fiagon NA. Distributor will provide Fiagon NA with sufficient notice of such presentations to make necessary arrangements. Fiagon NA shall be entitled to test the specified Fiagon® subject matter experts to assess whether Distributor has complied with this obligation;
c. Maintain a sufficient inventory of Products to ensure prompt delivery of customers when orders are placed;
d. Deliver Products with the original unaltered labeling and logos to customers in Fiagon® packaging and with the instructions and materials provided by the manufacturer; [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
e. Pay for the Products at the prices and upon the terms and conditions set forth in this Agreement (including exhibits and attachments) or otherwise established by Fiagon NA;
f. Provide technical support services to purchasers of Products in the Territory, including “first line” evaluation or treatment of warranty issues;
g. Make no representations or warranties of Product performance beyond the written representations made by Fiagon in its advertising or otherwise make false or misleading representations or warranties concerning the Products;
h. Promptly and accurately c...
Distributor Obligations. Distributor may receive from Atossa, or create or receive on behalf of Atossa, health information that is protected under applicable state and/or federal law, including without limitation, PHl and EPHI. All capitalized terms not otherwise defined in this Agreement shall have the meaning s set forth in the Privacy Standards, Security Standards or the HlTECH Act, as applicable (collectively referred to hereinafter as the "Confidentiality Requirements"). All references to PHI herein shall be construed to include EPHI. Distributor agrees not to use or disclose (or permit the use or disclosure of) PHI in a manner that would violate the Confidentiality Requirements if the PHI were used or disclosed by Atossa in the same manner.