Purpose of exclusivity dating
Distributor, for itself and on behalf of its customers, hereby waives a prior hearing and demand for Supplier’s exercise of such rights.Distributor shall set the selling price and license fees at which the Supplier Products are sold or licensed by it in the Territory.Distributor shall be solely responsible for the costs involved in the distribution of the Supplier Products, including sales costs, import duties, any and all banking charges, shipping and handling costs, installation costs or other operating expenses, letter of credit costs, wire transfer fees and other costs associated with making payment, and taxes, however designated, except that Distributor shall not be liable for taxes imposed that are based on Supplier’s income.
Distributor shall promote the sale of Supplier Products in the Territory on its website.
Panda Tip: Be as specific as possible regarding the Products to be sold.
Does the Supplier have a product catalog or price list? Distributor shall obtain, at its own expense, such approvals, consents, certifications, permits and other authorizations, including all approvals as are required to qualify the Supplier Products for sale and use in the Territory for all purposes, both governmental and non-governmental (collectively, the “Approvals”), as soon as is reasonably practicable; provided, however, that Supplier shall not be obligated to deliver any Supplier Products unless and until Distributor provides Supplier with satisfactory evidence that such Approvals have been obtained.
Distributor shall have the right to translate such materials into the languages of the Territory at its own expense.
Supplier shall retain ownership of all proprietary rights, including, intellectual property rights to the translated versions of the materials.
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Distributor shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier.