DISTRIBUTOR'S UNDERTAKINGS Sample Clauses
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DISTRIBUTOR'S UNDERTAKINGS. The Distributor undertakes and agrees with the Supplier that at all times during the Term it will:
(a) use commercially reasonable efforts to advertise, promote and sell the Products within the Field in the Territory and not to do anything which may hinder or interfere with such sales;
(b) employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Distributor’s obligations under this Agreement;
(c) submit written reports at monthly intervals to the Supplier, showing details of sales, stock, outstanding Distributor orders and orders placed by the Distributor with the Supplier that are still outstanding, provided however that all information regarding the customers of the Distributor may be anonymized;
(d) keep all stocks of the Products which it holds in conditions appropriate for their storage, and provide appropriate security for the Products, all at its own cost;
(e) insure at its own cost with a reputable insurance company all stocks of the Products as are held by it against all risks which would normally be insured against by a prudent businessman to at least their full replacement value and produce to the Supplier on demand full particulars of that insurance and the receipt for the then current premium; and
(f) Inform the supplier immediately of any changes in ownership or control of the distributor, and of any change in its organisation or method of doing business that might be expected to affect the performance of the Distributor’s duties in this agreement; and
(g) indemnify the Supplier on demand against each loss, liability and cost which the Supplier may incur arising out of the breach of the Distributor’s obligations under this Agreement except to the extent the liability arises as a result of the negligence or willful misconduct of the Supplier.
DISTRIBUTOR'S UNDERTAKINGS. 3.1 The Distributor undertakes and agrees with the Supplier at all times during the term of this Agreement:
(a) To raise awareness and understanding of the Products in the Territory by way of seminars, briefings, demonstrations, presentations, advertising and other sales activities;
(b) to promote the sale of the Products in the Territory including presentation of the products at exhibitions attended by the Distributor, active promotion of the products and the production of sales and marketing material in an appropriate language, both web based and hard copy;
(c) to train a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Distributor’s obligations under this Agreement;
(d) to promptly inform the Supplier in writing of any inquiry or request for the supply of the Products from a customer located outside the Territory;
(e) to share with the Supplier any other information relating to the performance of its obligations under this agreement that the Supplier may require from time to time,
(f) to keep records showing clearly all enquiries, quotations, transactions and proceedings relating to the Products;
(g) to arrange (in conjunction with the Supplier) for proficient installation and after-sale repair and maintenance service for its customers in respect of the Products during the term of this Agreement and for a period of twelve months after the termination of this Agreement, however terminated;
(h) to inform the Supplier immediately of any changes in ownership or Control of the Distributor and of any change in its organisation or method of doing which business might affect the performance of the Distributor’s duties in this Agreement.
(i) to establish a demonstration facility at their manufacturing HQ.
DISTRIBUTOR'S UNDERTAKINGS. The Distributor undertakes and agrees with the Supplier at all times during the term of this agreement:
3.1. to use its best endeavours to promote the distribution and sale of the Products in the Territory;
3.2. to submit written reports at regular intervals to the Supplier showing details of sales, service stock, outstanding customer orders and orders placed by the Distributor with the Supplier still outstanding and any other information relating to the performance of its obligations under this agreement the Supplier may reasonably require from time to time;
3.3. to maintain on its own account an inventory of the Products at levels which are appropriate and adequate for the Distributor to meet all customer delivery requirements for the Products throughout the Territory;
3.4. to keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Products;
3.5. to provide the Supplier, on request, with such other information relating to its accounts and records relating to the Products as the Supplier shall reasonably require;
3.6. to inform the Supplier immediately of any changes in ownership or control of the Distributor and of any change in its organisation or method of doing business which might affect the performance of the Distributor's duties in this agreement.
DISTRIBUTOR'S UNDERTAKINGS. DISTRIBUTOR agrees, at its sole expense (unless otherwise expressly provided herein), during the term of this Agreement:
4.1.1 BEST EFFORTS At all times to use its best efforts to vigorously and actively market, advertise, promote, and extend the sale of the Products throughout the Territory. To this end, DISTRIBUTOR agrees to maintain an adequate and competent staff of sales and technical support personnel which can function in all languages of the Territory. All advertisements, brochures, and other materials distributed in connection with the sale of the Products shall be submitted to Calypte for prior written approval, such approval not to be unreasonably withheld.
DISTRIBUTOR'S UNDERTAKINGS. SALE OF PRODUCTS
3.1 The Distributor, for itself and its agents, sub-distributors, representatives and employees agrees to conduct any and all sales activities in connection with the Data or Data Products or associated Services in a lawful manner, consistent with the standards of fair trade, fair competition and business ethics. The Distributor shall service in a competent and professional manner the Data and Data Products and associated Services requirements of its clients.
DISTRIBUTOR'S UNDERTAKINGS. The Distributor undertakes and agrees with SmarTire at all times during the term of this Agreement:
3.1 to use its best efforts to promote and extend the sale of the Products in the Market Sector throughout the Territory;
3.2 to maintain an active and suitably trained sales force and such other qualified personnel as are reasonably required to promote the Products;
3.3 to keep SmarTire informed of market conditions in respect of the Products and similar products in the Territory;
3.4 without prejudice to Clause 3.3, promptly upon request from SmarTire from time to time to supply to SmarTire such information relating to the distribution and promotion of the Products in the Territory as SmarTire reasonably request, including at a minimum of the following information:
i. number of Certified Dealers, basic information about dealers and the opportunity they represent; ii. sales of Product, inventory levels
iii. forecast for following month and quarter;
3.5 to maintain on its own account such inventory of the Products as is appropriate and adequate for the Distributor promptly and efficiently to meet all reasonably foreseeable customer delivery requirements for the Products within the Market Sector throughout the Territory;
3.6 to establish a network of Certified Dealers in at least the following 11 Provinces and Municipalities by December 31, 2003: Beijing, Tianjing, Shanghai, Chongquing, Jiangsu, Shangdong, Zhejiang, Guangdong, Hunan, Sichuan, and Shenzhen.
3.7 to expand its network of Certified Dealers to include all Provinces by May 1, 2004.
DISTRIBUTOR'S UNDERTAKINGS. The Distributor undertakes and agrees with the Supplier that at all times during the Term it will:
(a) use all reasonable endeavours to promote the distribution and sale of the Products;
(b) not use any promotional or advertising material for the Products not approved by the Supplier, such approval not be unreasonably withheld;
(c) provide Yearly non-binding sales forecasts;
(d) establish and maintain documented procedures for identifying the Products with a control number for traceability and copies of those records and procedures must be made available to the Supplier within thirty (30) days of request;
(e) provide regular reports on the sales activities within the Territory;
(f) employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Distributor's obligations under this agreement;
(g) maintain, on its own account, an inventory of the Products at levels which are appropriate and adequate for the Distributor to meet all customer delivery requirements for the Products throughout the Territory;
(h) keep full and proper books of account and records clearly showing all enquiries, quotations, transactions and proceedings relating to the Products;
(i) allow the Supplier, on reasonable notice, access to its accounts and records relating to the sale or distribution of the Products for inspection but not more than once in each year. For clarity, the Supplier will not be permitted access to any accounts or records which do not directly relate to the sale or distribution of the Products;
(j) comply with any reasonable directives or instructions given by the Supplier for any promotional activities, at the suppliers cost, concerning the nature, type, quality, characteristics, fitness for purpose, suitability, use and description of the Products;
DISTRIBUTOR'S UNDERTAKINGS. The Distributor agrees: (A) to comply with all reasonable instructions issued by the Supplier relating to the form and manner, but not the location, in which the Supplier's trade marks shall be used and to discontinue immediately upon notice from the Supplier any practice relating to the use of the Supplier's trade marks which in the Supplier's opinion would or might adversely affect the rights or interests of the Supplier or any associate company; (B) not to use or permit any entity controlled by it, other than Latin Newco, to use in its corporate or trading style or name any trade marks or trade names owned, used or adopted by the Supplier; (C) not to contest the title of the Supplier to any trade marks, trade names, copyrights and registrations used in connection with the Products, not to effect any registrations thereof, and not to take any action to the detriment of their respective interest therein; (D) not to effect or permit the removal, renewal or alteration of any trade marks or marks, patent numbers, notices, name plates or serial numbers affixed to any of the Products. ARTICLE 12
DISTRIBUTOR'S UNDERTAKINGS. The Distributor hereby agrees and undertakes that, at its own expense, it shall:
DISTRIBUTOR'S UNDERTAKINGS. No person is authorized to make any representation concerning shares of the Fund except those contained in the then-current Prospectus. The Distributor shall not sell shares of the Fund pursuant to this Agreement unless the then-current Prospectus is furnished to the purchaser prior to the offer and sale. The Distributor shall not use any supplemental sales literature of any kind without prior written approval of the Underwriter unless it is furnished by the Underwriter for such purpose. In offering and selling shares of the Fund, the Distributor will rely solely on the representations contained in the then-current Prospectus.