Common use of Distributor Responsibilities Clause in Contracts

Distributor Responsibilities. The Distributor shall: (a) Diligently sample (by passing to Producer sample requests of existing and potential customers in the Trading Area), sell, advertise and promote the sale of the Products to the Industry in the Trading Area to fulfill the Products sales objectives mutually established by the parties from time to time; (b) Maintain a bona fide sales department adequately staffed, trained and equipped to enable Distributor to serve the Industry in the Trading Area adequately and properly, to give customers technical sales assistance, address and resolve customer complaints and to fulfill its other obligations under this Agreement; (c) Maintain adequate sales and warehouse facilities as well as a representative and adequate stock of the Products to meet the demands of the Industry in the Trading Area; (d) Prepare and maintain, and submit to the Producer on a monthly basis, all documentation and reports reasonably required from time to time to be prepared, maintained or submitted, including but not limited to, the following: customer, sales, freight and inventory data regarding the Products, pricing and volume data, and call reports regarding visits to existing and potential customers in the Trading Area, all in such form and at such times as Producer may from time to time reasonably request; (e) Maintain adequate supply of all current literature (including product data sheets, safety data sheets (“SDS”), brochures, etc.) relating to the Products and to provide customers and prospective customers with copies of the same at the time of Product inquiry or sale and, in particular, maintain and provide all customers of Products with appropriate safety related literature and SDS in full compliance with all applicable regulatory requirements including, as applicable, the OSHA Hazard Communication Standard; (f) Participate in trade shows and exhibitions in the Trading Area where, in Distributor’s reasonable business judgment, such participation will promote the Products; (g) Not make any representation or warranty with respect to any Products, other than as expressly provided by Producer; (h) Conduct its business in a professional and ethical manner, and in compliance with all applicable laws including, without limitation, those pertaining to taxes and the prohibition of corruption, bribery and the offering of inducements to public or semi-public officials, including the United States Foreign Corrupt Practices Act; (i) In the event Distributor purchases any Products in bulk and then bags such material prior to sale to customers, Distributor shall (i) use bagging and packaging materials which will fully comply with any and all applicable laws and regulations including, as applicable, the OSHA Hazard Communication Standard; and (ii) only sell and distribute Products in bags or containers bearing a health warning which has either been: (A) approved in writing by Producer or (B) provided by Producer; (j) Sell, advertise and promote the Products only to customers in the Industry within the Trading Area and promptly refer all orders for Products from outside the Trading Area, and any orders for Products from inside the Trading Area for use outside the Industry, in each case where Distributor is not authorized to sell such Products, to Producer or its nominee.

Distributor Responsibilities. The Distributor shall: (a) Diligently sample (by passing to Producer sample requests of existing and potential customers in the Trading Area)sample, sell, advertise and promote the sale of the Products to the Industry in the Trading Area to fulfill the Products sales objectives mutually established by the parties from time to time; (b) Maintain a bona fide sales department adequately staffed, trained and equipped to enable Distributor to serve the Industry in the Trading Area adequately and properly, to give customers technical sales assistance, address and resolve customer complaints and to fulfill its other obligations under this Agreement; (c) Maintain adequate sales and warehouse facilities as well as a representative and adequate stock of the Products to meet the demands of the Industry in the Trading Area; (d) Prepare and maintain, and submit to the Producer on a monthly timely basis, all documentation and reports reasonably required from time to time to be prepared, maintained or submitted, including but not limited to, the following: customer, sales, freight and inventory data regarding the Products, pricing and volume data, and call reports regarding visits to existing and potential customers in the Trading Area, all in such form and at such times as Producer may from time to time reasonably request; (e) Maintain adequate supply of all current literature (including product data sheets, safety data sheets (“SDS”), brochures, etc.) relating to the Products and to provide customers and prospective customers with copies of the same at the time of Product inquiry or sale and, in particular, maintain and provide all customers of Products with appropriate safety related literature and SDS in full compliance with all applicable regulatory requirements including, as applicable, the OSHA Hazard Communication Standard; (f) Participate in trade shows and exhibitions in the Trading Area where, in Distributor’s reasonable business judgment, such participation will promote the Products; (g) Not make any representation or warranty with respect to any Products, other than as expressly provided by Producer; (h) Conduct its business in a professional and ethical manner, and in compliance with all applicable laws including, without limitation, those pertaining to taxes and the prohibition of corruption, bribery and the offering of inducements to public or semi-public officials, including the United States Foreign Corrupt Practices Act; (i) In the event Distributor purchases any Products in bulk and then bags such material prior to sale to customers, Distributor shall (i) use bagging and packaging materials which will fully comply with any and all applicable laws and regulations including, as applicable, the OSHA Hazard Communication Standard; and (ii) only sell and distribute Products in bags or containers bearing a health warning which has either been: (A) approved in writing by Producer or (B) provided by Producer; (j) Sell, advertise and promote the Products only to customers in the Industry within the Trading Area and promptly refer all orders for Products from outside the Trading Area, and any orders for Products from inside the Trading Area for use outside the Industry, in each case where Distributor is not authorized to sell such Products, to Producer or its nominee.