Common use of Marketing and Support Clause in Contracts

Marketing and Support. 5.01 The Distributor shall use its best endeavours to promote the sale and lease of the Product throughout the Territory and, subject to compliance by the Company of its obligations under Section 3.01(b), to satisfy market demand therefor. 5.02 The Distributor shall be entitled, subject as provided in this Agreement, to promote and market the Product in the Territory in such manner as it may think fit, and in particular shall be entitled to resell or lease the Product to its customers at such prices as it may determine. 5.03 The Distributor shall maintain such stocks of the Product as may be necessary to meet its customers' requirements. 5.04 In connection with the promotion and marketing of the Product the Distributor shall: (a) make clear, in all dealings with customers and prospective customers, that it is acting as distributor of the Product and not as an agent of the Company; (b) comply with all legal requirements from time to time in force relating to the storage and sale or lease of the Product; (c) provide to the Company copies of its up to date price lists; (d) provide the Company on a quarterly basis with a report, in such form as the Company may reasonable require, of sales and leases of the Product which it has made in the preceding quarter and containing such other information as the Company may reasonably require; (e) from time to time consult with the Company's representatives for the purpose of assessing the state of the market in the Territory and permit them to inspect any premises or documents used by the Distributor in connection with the sale or lease of the Product; (f) at the request of the Company provide to it copies of such sales aids, including (without limiting the foregoing) catalogues, sales brochures and sales manuals, as relate to the Product; (g) use in relation to the Product only such advertising, promotional and selling materials as are approved in writing by the Company, and if the Company does not reject submitted advertising within 48 (forty-eight) hours of receipt then the submitted advertising shall be deemed approved; (h) maintain an active and suitably trained sales force; (i) provide and maintain at their own expense an efficient installation and maintenance service on all of the Product installed in the Territory to the minimum specification as described in Schedule D, and in accordance with any additional reasonable instructions issued from time to time by the Company; and (j) in connection with the maintenance of service on the Product, the Distributor shall carry in stock an adequate quantity of repair and replacement parts, as the Company may reasonably require, and provide at a reasonable price to the Distributor. In determining the number of parts that the Distributor is expected to stock, the Company will be governed by the number of its products in the Distributor's Territory to be serviced. (a) The Company shall from time to time provide the Distributor with such samples, catalogues, brochures and up to date information concerning the Product in the Company's standard format as the Company may consider appropriate in order to assist the Distributor to produce same in their own format for the sale or lease of the Product in the Territory, and the Company shall endeavour to answer as soon as practicable any technical enquiries concerning the Product which are made by the Distributor or its customers. (b) The Company agrees to provide at the Company's expense operating, marketing and technical and customer service support to the Distributor to the minimum as described in Schedule B hereinafter, and the Distributor may reasonably request further marketing and technical support from the Company at the expense of the Distributor. 5.06 The Distributor may charge to and collect from each person or entity that it sells or leases the Product acquired hereunder the following items, with no additional royalties or fees payable to the Company: (a) freight charges; and (b) installation, service, maintenance charges to be set forth on the invoice they render to the purchaser or lessee. 5.07 Notwithstanding the obligations of the Company in Section 2.01(c), where the sale or lease of the Product is made in the territory of one distributor and installation is made in the territory of another distributor: (a) Subject to the provisions of Subsection (b) the gross profit, being the difference between the selling distributor's regular cost and the actual selling price, resulting from the sale or lease shall be divided as follows: 30% of the gross profit to the selling distributor and 70% to the distributor in whose territory the installation is made PROVIDED THAT the Company shall have no responsibility to determine the accuracy of a distributor's report of gross profit nor in any manner for the debt of one distributor to another distributor. (b) In case of removal or resale of the Product by the purchaser for use in another territory, Subsection (a) shall not apply. (c) If any dispute arises between the distributors over the division of gross profits as referred to in Subsection (a) they shall submit the dispute to the Company, and its decision thereon shall be binding and final. (d) Nothing in this Section shall be construed so as to allow any distributor the right to sell, transfer, assign, lease, or license the Product in the Territory without the express prior written consent of the Distributor. 5.08 In the event that the Distributor's purchases from the Company are less than the minimum value hereinafter set forth, the Company shall have the right to terminate this Agreement as provided in Section 10. The minimum quotas are: Through the period January 1st 2000 - 31st March 2000 (pound) 30,000.00 Through the period 1st April 2000 - 31st June 2000 (pound) 30,000.00 Through the period 1st July 2000 - 31st September 2000 (pound) 30,000.00 Through the period October 1st - 31st December 2000 (pound) 30,000.00 The minimum value for each succeeding quarter thereafter will be (pound) 30,000.00. 5.09 The Company agrees to provide Product to the Distributor at the minimum rate of 20 units per month, providing the Distributor has ordered and paid for such Product in the manner herein described.