Sales to Authorized Retailers Sample Clauses
Sales to Authorized Retailers. 2.1 Sales ▇▇▇▇▇▇▇ will sell the Product to the Authorized Retailer/Supplier in accordance with the Annual Sales Programs and Price Lists provided by ▇▇▇▇▇▇▇. No forms for order or confirmation of order shall be used or effective except the ▇▇▇▇▇▇▇ order and confirmation forms. All sales by ▇▇▇▇▇▇▇ are subject to inventory availability, production capacity, and credit consideration. ▇▇▇▇▇▇▇ shall be entitled to change or discontinue any Product from time to time without prior notice. Product specifications and prices are based upon those current at the time of sale and are subject to change thereafter at any time. Partial shipments may be made by ▇▇▇▇▇▇▇ and orders shall be considered complete if ▇▇▇▇▇▇▇ is unable to deliver an entire order. In such event the Authorized Retailer/Supplier waives its right to claim a reduction in price or cancellation of sale.
Sales to Authorized Retailers. (1) Notwithstanding anything to the contrary in this Agreement, Licensee shall not sell Licensed Products to any Authorized Retailer (a) unless Licensee believes in good-faith that such Authorized Retailer has a reputation and standing as a high-quality store selling Products consistent with the high quality of the Licensed Products and the reputation, image and prestige of the Marks; (b) if Licensee has or should have reason to believe that the Authorized Retailer intends to sell, ship or otherwise divert such Licensed Products outside the Territory; and/or (c) if Licensee has or should have reason to believe that the Authorized Retailer intends to sell or ship such Licensed Products to a distributor and/or wholesale account in the Territory where such distributor and/or wholesale account is not itself an Authorized Retailer.
(2) Additionally, if Licensor in its good-faith judgment should ever determine that a particular account constituting an Authorized Retailer for any reason has failed to acquire and/or maintain a reputation and standing as a high-quality store selling Products consistent with the reputation, image and prestige of the Marks, then Licensor shall have the right to remove such account from the definition of Authorized Retailer with such removal effective upon sixty (60) days notice to Licensee; provided, however, that Licensee shall have the right to fulfill any orders already received in writing from such account as of the removal date, with any such sales constituting Net Sales for purposes of this Agreement. The removal of any account from the list of Authorized Retailers shall not result in any reduction of any minimum payment obligations and/or minimum renewal thresholds under this Agreement.
(3) Licensee shall have sole discretion to set its wholesale pricing to Authorized Retailers; provided, however, such pricing shall be consistent with the prestige of the Marks and high-quality products associated therewith.
(4) If in any Contract Year Licensee’s sales of Licensed Products to Off-Price Retailers should total between forty percent (40%) and sixty percent (60%) of Licensee’s total Net Sales in such Contract Year, then (a) Licensee’s sales of Licensed Products to Off-Price Retailers, to the extent above such forty percent (40%) threshold, shall be subject to a royalty rate of five percent (5%) of Net Sales instead of four percent (4%) of Net Sales. In no event shall Licensee’s sales of Licensed Products to Off-Price Retailers in a...