Exclusive Distribution Agreement Page 2
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2.
Prices and Payment
2.1
Purchase Orders. Distributor shall order Products from Developer by submitting a
written purchase order identifying the Products ordered and requested delivery date(s).
All orders for Products are subject to acceptance by Developer’s Manufacturer.
Developer shall have no liability to Distributor with respect to purchase orders which are
not accepted; provided, however, that Developer will not unreasonably reject any
purchase order for Products.
2.2
Prices. If a purchase order is accepted in accordance with Section 2.1 above, the prices for
Products covered by such purchase order shall be Developer's net distributor prices which are in
effect on the date of Developer's acceptance. Developer’s current net distribution prices are set
forth in Schedule B. Subject to the limitations contained in this Agreement, Developer may from
time to time change those prices, such change being effective immediately upon Distributor's
receipt of notice thereof; provided, however, that no price change shall affect purchase orders
submitted by Distributor and accepted by Developer prior to the date such price change becomes
effective.
2.3
Customer Prices. Distributor shall be free to establish its own pricing for Products sold.
Distributor shall notify Developer of its pricing, as in effect from time to time.
2.4
Licenses and Permits. Distributor hereby agrees:
(i)
to assist Developer in obtaining any such required licenses or permits by supplying such
documentation or information as may be required by Developer;
(ii)
to comply with such decrees, statutes, rules and regulations of the government of the
European countries and agencies, or other instrumentalities thereof;
(iii)
to maintain the necessary records to comply with such decrees, statutes, rules and
regulations; and
(iv)
to indemnify and hold harmless Developer from any and all fines, damages, losses, costs
and expenses (including reasonably attorneys' fees) incurred by Developer as a result of
any breach of this subsection by Distributor.
2.5
Packaging and Delivery. Unless the parties agree otherwise, all Products ordered by
Distributor shall be packed for shipment and storage in accordance with Developer’s
Manufacturer’s standard commercial practices. All Products will be packaged and
sterilized with the CE mark. Developer’s Manufacturer shall deliver Products into the
possession of a common carrier designated by Distributor, no later than the date
specified for such delivery on the relevant purchase order for such Products and no
earlier than the date three (3) days prior to such specified date. Risk of loss and damage
to a Product shall pass to Distributor upon the deliver of such Product to the common
carrier designated by Distributor. All claims for non-conforming shipments must be
made in writing to Developer’s Manufacturer within ten (10) days of the passing of risk
of loss and damage, as described above. Any claims not made within such period shall
be deemed waived and released.
2.6
Payment Terms. Except as otherwise set forth herein with regard to advance payments,
all amounts due and payable with respect to a Product delivered by Developer’s
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