6.7 Sales Reports. Ingram provides Supplier with a “Vendor Purchase Detail report” on a weekly basis and a Standard Point of Sale Report (“POS Zip”) on a monthly basis through its bulletin board system (“BBS”) or file transfer protocol (“FTP”). Ingram will provide a more detailed “Customer POS Report” each month for a $500 setup fee and a $500 monthly fee under a separate POS reporting license agreement. Ingram provides the provider with daily sales and weekly inventory reports via an FTP site. 5.2 Seller has the right, at any time with reasonable notice during the period during which Ingram holds the Managed Inventory, to check the Managed Inventory at Ingram`s facilities in order to verify stock levels; provided that the Seller cannot carry out more than two inspections within twelve (12) months. Please note that, pursuant to the VMware Distributor or Reseller Agreement (“Agreement”) between you and VMware under which you resell various VMware products and services, the applicable product and price list are hereby modified to exclude VMTN. This change will take effect after the expiry of the notice period specified in the contract. 1.5 Purchase of an existing inventor. After the effective date of this Agreement, Ingram will provide Seller with a list of products, if any, held in its inventory by Ingram on the Effective Date (“Pre-Existing Inventory”). Seller agrees to repurchase all existing shares that Ingram has previously purchased from Seller within ten (10) days of such listing. Seller agrees to repurchase existing inventory at the price Ingram paid to Seller. All products in existing inventory for which Ingram has not paid seller will automatically become managed inventory for the purposes of this Agreement. In the event that Ingram decides to consolidate the managed inventory into a single facility, Seller agrees to bear the costs associated with picking, packing, and shipping the managed inventory to the desired facility.
13.13 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter. This Agreement supersedes all prior proposals, representations or representations, whether oral or written. Any prior agreement between the parties relating to the subject matter of this Agreement shall be expressly terminated. The terms of orders, invoices, confirmations/confirmations or similar documents of each party do not apply to orders under this Agreement, and such conditions contained in this document will be rejected without further notice or objection. Any changes to this Agreement must be made in writing and signed by authorized representatives of both parties. 5.1 The Supplier shall provide documentation in accordance with the Supplier`s Routing Guide for each inventory delivery to Ingram. Ingram maintains accurate records of all managed inventory sales and monthly inventory reports. Ingram will reconcile its account with the Seller upon the expiration of the term or upon termination of the Agreement. Seller must respond to any request for a reconciliation of Ingram within thirty (30) days. This Agreement sets forth the parties` understanding and understanding with respect to (a) Ingram`s management of Seller`s inventory of products and (b) Ingram`s purchase of such Products for resale to its customers.
1.4 True Mission. To the extent that Seller delivers the Products to Ingram or places them under Ingram`s control, this is a true consignment agreement. Seller retains ownership of the Managed Inventory shipped under this Agreement until Ingram`s Managed Inventory is purchased from its customers at the time of sale. 8.2 Grace Period/Termination. Within one hundred and eighty (180) days of the expiration or premature termination of this Agreement, Ingram may return to Seller all Product Carpets that it has in its inventory or that it may receive from its Customers. Any credit or refund due to Ingram for the returned product will be equal to the purchase price of the product plus the shipping costs incurred by Ingram upon return of the product. In addition, the seller pays a fee of $2.50 per unit for each unit of product returned to the seller by Ingram. . Neither party shall be liable for any errors or omissions in the Confidential Information or for the use or results of the use of the Confidential Information. ALL CONFIDENTIAL INFORMATION UNDER THIS AGREEMENT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND THE DISCLOSER HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. . 12.2 Intellectual Property Rights/Indemnification in the Event of Infringement.
Seller shall defend, indemnify and hold Ingram harmless from and against any and all claims, demands, liabilities or expenses (including attorneys` fees and expenses) arising out of Ingram`s alleged infringement of patents, copyrights, trademarks, trade secrets or other proprietary rights arising out of the manufacture, sale, the marketing or use of the Product in accordance with the terms of this Agreement. Seller may, at its own expense and discretion, (i) obtain the right to continue using any part of the Product, (ii) replace the infringing Product with a non-infringing product of similar performance, or (iii) modify the Product so that it is not infringing. If Seller fails to do so within ninety (90) days of notification of such claim, Ingram may, at Ingram`s option, return the Product to Seller for full credit for future purchases or a cash refund. Seller shall not be liable in accordance with this Section 12.2 for any claim for infringement arising from the modification of Products not approved by Seller or from the combination or use of the Products with materials not supplied by Seller if such damage would have been avoided solely by the use of the Products. 12.3 Multimedia Indemnification. For Products containing Multimedia Materials, ingram will defend, indemnify and hold harmless against all claims, demands, liabilities or expenses (including attorneys` fees and expenses) incurred by Ingram to the extent that they are based on the assertion that the Product (i) infringes the right of publication and/or the right to privacy of a third party, or (ii) contains content that is obscene, defamatory or defamatory. . “Mixed Pallet” means several references of more than one product stored on a pallet. Renewal Discounts for Support and Subscription Services (“SnS”): Distributor may resell renewals of VMware SnS. Notwithstanding anything to the contrary in [***], distributor`s discount for resale of SnS renewal is [***] percent. 8.5 Processing returns. Upon receipt of a return of product authorized under this Section 8, Ingram may immediately debit seller`s account for the purchase price of the Product plus any transportation costs incurred by Ingram as a result of receipt of the Product.
Based on these fees, Seller will immediately grant Ingram a credit note or cash refund if no invoice is outstanding. Returned Products that are in a condition for sale (i.e., the product packaging is not opened) will be returned to the Inventory managed and managed by Ingram in accordance with the terms of this Agreement. Products that are not in resale condition will be returned to the seller at a price of $5 per unit plus all shipping and handling charges. Ingram may require a Return Authorization (“RMA”) for all products that are not resaleable. In the event that an RMA for the return of the Product is not issued within five (5) days of the request, Ingram has the right to return all Products to the Seller without RMA. 4.2 Exclusions. Ingram shall not be liable for (a) any loss or damage resulting from inventory management occurring prior to delivery of the Product to Ingram, (b) any loss, damage or injury to the extent that such loss, damage or injury is directly and exclusively due to (i) acts or omissions of Seller or (ii) performance or non-performance of the Product; or (c) indirect, incidental, consequential or special damages, including, but not limited to, loss of revenue or profits, even if they have been advised of the possibility of such damages and even if such damages were reasonably foreseeable. 7.1 Catalogue. Ingram may list products in its electronic product catalog. Seller shall promptly provide Ingram with all product descriptions necessary to complete the listing of the Product in the Catalog. 11.1 General Warranty.
Supplier represents and warrants to Ingram, its customers and affiliates that (i) it holds good transferable ownership of the Products and all necessary licenses. (f) Seller`s insurers will be rated A-, VII or better. Policy limits may not be reduced by either party, the Terms may be substantially modified, or policies may be rescinded unless this is done after thirty (30) days prior to Ingram`s written notice. Seller`s insurance is primarily in connection with all obligations assumed by Seller under this Agreement. The insurance taken out by Ingram Micro does not contribute to the insurance maintained by the Seller. The above coverage and limitations do not limit the seller`s liability in any way. 2.1 Cargo and Risk of Loss. The Product will be shipped from Seller`s CIF destination (cost, insurance, freight) to the warehouse or any other location specified by Ingram, with Seller paying All freight to Ingram at the price of loss or damage upon delivery to the location specified in the warehouse order. In the event that the parties agree that Ingram will process the incoming shipment of the Product through its carriers, Ingram will charge Seller all monthly freight charges. .