Common use of Sales to Distributor Clause in Contracts

Sales to Distributor. (a) It is expressly understood by the Parties that all purchase orders for the Products shall be placed with MANUFACTURER and that DISTRIBUTOR will be invoiced and make payments directly to MANUFACTURER. The terms and conditions of this Agreement shall apply to and govern all orders for the Products submitted to MANUFACTURER by DISTRIBUTOR. Nothing contained in any such orders shall in any way modify such terms and conditions or add any additional terms and conditions except as otherwise agreed to in writing by the Parties. In the event of any conflicting terms between any purchase order and this Agreement, the terms and conditions set forth in this Agreement shall control. (b) All orders for the Products placed by DISTRIBUTOR shall be in writing, and may be initially placed by facsimile or electronic mail if a hard copy of the written purchase order for such order is received by MANUFACTURER within ten (10) business days after such facsimile or electronic mail is received by MANUFACTURER. All orders placed with MANUFACTURER for Products shall be subject to acceptance by MANUFACTURER, and MANUFACTURER shall notify DISTRIBUTOR in writing of the acceptance or rejection of a purchase order and of assigned delivery date for accepted orders within five (5) business days after receipt of such order. (c) MANUFACTURER reserves the right to cancel or delay shipment of any order placed by DISTRIBUTOR and accepted by MANUFACTURER, if DISTRIBUTOR (i) fails to make any payment as provided herein; or (ii) otherwise fails to comply with the terms and conditions of this Agreement. (d) Once an order placed by DISTRIBUTOR has been accepted by MANUFACTURER, it may not be cancelled by DISTRIBUTOR, unless (i) MANUFACTURER has failed to ship the order, or any portion thereof, within thirty (30) business days of the requested delivery date; (ii) DISTRIBUTOR provides written notice of cancellation, and MANUFACTURER acknowledges such cancellation in writing; and (iii) MANUFACTURER has not yet shipped the order or portion thereof which DISTRIBUTOR desires to cancel. [In such a case, DISTRIBUTOR will pay a ten percent (10%) cancellation charge to MANUFACTURER for all costs already incurred by MANUFACTURER as well as any material and/or labor commitments made by MANUFACTURER.] (e) MANUFACTURER, in its sole discretion, shall have the right to discontinue the marketing, production, distribution of any or all of the Products at any time during the term of this Agreement, provided that MANUFACTURER gives thirty (30) days prior written notice to DISTRIBUTOR. MANUFACTURER shall be under no obligation to continue the production of any Product. MANUFACTURER may modify, replace, and improve any Product, at MANUFACTURER’S discretion, without prior notice to DISTRIBUTOR and liability of any kind. (f) MANUFACTURER’s 30 day return policy, outside of warranty claims, is set forth on Schedule A attached hereto.

Sales to Distributor. (a) It is expressly understood by the Parties that all purchase orders and or blanket purchase order releases (hereinafter “Orders”) for the Products shall be placed with MANUFACTURER and that DISTRIBUTOR will be invoiced and make payments directly to MANUFACTURER. The terms and conditions of this Agreement shall apply to and govern all orders Orders for the Products submitted to MANUFACTURER by DISTRIBUTOR. Nothing contained in any such orders Orders shall in any way modify such terms and conditions or add any additional terms and conditions except as otherwise agreed to in writing by the Parties. In the event of any conflicting terms between any purchase order and this Agreement, the terms and conditions set forth in this Agreement shall control. (b) All orders Orders for the Products placed by DISTRIBUTOR shall be in writing, and may be initially placed by facsimile or electronic mail if a hard copy of the written purchase order for such order is received by MANUFACTURER within ten (10) business days after such facsimile or electronic mail is received by MANUFACTURER. All orders Orders placed with MANUFACTURER for Products shall be subject to acceptance by MANUFACTURER, and MANUFACTURER shall notify DISTRIBUTOR in writing of the acceptance or rejection of a purchase order and of assigned delivery date for accepted orders Orders within five (5) business days after receipt of such order. (c) MANUFACTURER reserves the right to cancel or delay shipment of any order placed by DISTRIBUTOR and accepted by MANUFACTURER, if DISTRIBUTOR (i) fails to make any payment as provided herein; or (ii) otherwise fails to comply with the terms and conditions of this Agreement. (d) Once an order placed by DISTRIBUTOR has been accepted by MANUFACTURER, it may not be cancelled by DISTRIBUTOR, unless (i) MANUFACTURER has failed to ship the order, or any portion thereof, within thirty (30) business days of the requested delivery date; (ii) DISTRIBUTOR provides written notice of cancellation, and MANUFACTURER acknowledges such cancellation in writing; and (iii) MANUFACTURER has not yet shipped the order or portion thereof which DISTRIBUTOR desires to cancel. [In such a case, DISTRIBUTOR will pay a ten percent (10%) cancellation charge to MANUFACTURER for all costs already incurred by MANUFACTURER as well as any material and/or labor commitments made by MANUFACTURER.] (e) MANUFACTURER, in its sole discretion, shall have the right to discontinue the marketing, production, distribution of any or all of the Products at any time during the term of this Agreement, provided that MANUFACTURER gives thirty (30) days prior written notice to DISTRIBUTOR. MANUFACTURER shall be under no obligation to continue the production of any Product. MANUFACTURER may modify, replace, and improve any Product, at MANUFACTURER’S discretion, without prior notice to DISTRIBUTOR and liability of any kind. (f) MANUFACTURER’s 30 day return policy, outside of warranty claims, is set forth on Schedule A attached hereto.

Sales to Distributor. (a) COMPANY agrees that it will sell PRODUCTS directly to DISTRIBUTOR in such quantities as DISTRIBUTOR may from time to time order, subject to the ability of COMPANY to manufacture and supply. It is expressly understood by the Parties parties hereto that all purchase orders for the Products COMPANY PRODUCTS shall be placed with MANUFACTURER COMPANY and that DISTRIBUTOR will be invoiced and make payments directly to MANUFACTURER. COMPANY. (b) The terms and conditions of this Agreement shall apply to and govern all orders for the Products COMPANY PRODUCTS submitted to MANUFACTURER COMPANY by DISTRIBUTOR. Nothing contained in any such orders shall in any way modify such terms and conditions or add any additional terms and conditions except as otherwise agreed to in writing by the Partiesparties hereto. In the event of any conflicting terms between any purchase order and this Agreement, the terms and conditions set forth in this Agreement shall control. (b) All orders for the Products placed by DISTRIBUTOR shall be in writing, and may be initially placed by facsimile or electronic mail if a hard copy of the written purchase order for such order is received by MANUFACTURER within ten (10) control business days after such facsimile or electronic mail is received by MANUFACTURERCOMPANY. All orders placed with MANUFACTURER COMPANY for Products COMPANY PRODUCTS shall be subject to acceptance by MANUFACTURERCOMPANY, and MANUFACTURER COMPANY shall use its reasonable commercial efforts to notify DISTRIBUTOR in writing of the acceptance or rejection of a purchase order and of assigned delivery date for accepted orders within five (5) business days after receipt of such order. (c) MANUFACTURER All orders for a COMPANY PRODUCTS placed by DISTRIBUTOR shall be in writing, and may be initially placed by facsimile or electronic mail if a hard copy of the written purchase order for such order is received by COMPANY within ten (10) business days after such facsimile or electronic mail is received by COMPANY. All orders placed with COMPANY for COMPANY PRODUCTS shall be subject to acceptance by COMPANY, and COMPANY shall use its reasonable commercial efforts to notify DISTRIBUTOR in writing of the acceptance or rejection of a purchase order and of assigned delivery date for accepted orders within five (5) business days after receipt of such order. (d) COMPANY reserves the right to cancel or delay shipment of any order placed by DISTRIBUTOR and accepted by MANUFACTURERCOMPANY, if DISTRIBUTOR (i1) fails to make any payment as provided herein; or (ii2) otherwise fails to comply with the terms and conditions of this Agreement. (de) Once an order placed by DISTRIBUTOR has been accepted by MANUFACTURERCOMPANY, it may not be cancelled by DISTRIBUTOR, unless (i) MANUFACTURER COMPANY has failed to ship the order, or any portion thereof, within thirty (30) business days of the requested delivery date; (ii) DISTRIBUTOR provides written notice of cancellation, and MANUFACTURER COMPANY acknowledges such cancellation in writing; and (iii) MANUFACTURER COMPANY has not yet shipped the order or portion thereof which DISTRIBUTOR desires to cancel. [In such a case, DISTRIBUTOR will pay a ten percent (10%) percent cancellation charge to MANUFACTURER COMPANY for all costs already incurred by MANUFACTURER COMPANY as well as any material and/or labor commitments made by MANUFACTURERCOMPANY.] (ef) MANUFACTURERThe COMPANY, in its sole discretion, shall have the right to discontinue the marketing, production, distribution of any or all of the Products PRODUCTS at any time during the term of this AgreementAGREEMENT, provided that MANUFACTURER the COMPANY gives thirty (30) days prior written notice to DISTRIBUTOR. MANUFACTURER The COMPANY shall be under no obligation to continue the production of any ProductPRODUCT. MANUFACTURER The COMPANY may modify, replace, and improve any ProductPRODUCT, at MANUFACTURER’S the COMPANY'S discretion, without prior notice to DISTRIBUTOR and liability of any kind. (f) MANUFACTURER’s 30 day return policy, outside of warranty claims, is set forth on Schedule A attached hereto.