TERMS AND CONDITIONS
PRICES AND TERMS OF PAYMENT
(a) For all Products listed on the Current Product List, Manufacturer shall charge Exclusive Dealer the prices indicated thereon, unless and until such prices are changed in accordance with the provisions hereof.
(b) Manufacturer may change the prices for its Products but only if it first gives Dealer written notice of any increase at least thirty (30) days before the change takes effect. In the event of any increase, Manufacture shall charge the unincreased price for any Products for which orders from Dealer are postmarked prior to the expiration of such thirty (30) day notice period.
(c) The prices Manufacturer charges Dealer for its Products at any time during the term of this Agreement, including those set forth on the Current Product List, shall be no greater than the lowest prices Manufacturer charges any of its other dealers or dealers anywhere in United States for the same Product at the same time.
(d) Payment terms of the purchase price for Products ordered by Dealer shall 2% 10 Net 15. If there is a balance outstanding on account past 30 days, The Manufacturer will impose a 1.5% per month fee and reserves the right to withhold future shipments of any product until such balance is paid in full.
(e) All prices shall be exclusive of all taxes, charges, and impounds. The payment of any and all such taxes shall be the sole responsibility of Dealer, which shall indemnify Manufacturer from any liability for any such taxes.
DELIVERY
Manufacturer shall deliver purchased Products to Dealer at Dealer’s warehouse or principal place of business. Dealer shall give Manufacturer two (2) weeks’ written notice before each shipment is required. Manufacturer shall not be liable for any failure to deliver here under, where such failure has been occasioned by fire, embargo, strike, failure to secure materials from the usual source of supply, or any other circumstance beyond Manufacturer’s control which prevents Manufacturer from making deliveries in the normal course of its business. Manufacturer shall, however, promptly make delivery, at the agreed price, when any such cause interfering with delivery shall have been removed. Notwithstanding anything in this Agreement, however, Manufacturer shall only be obligated to make delivery of Products to Dealer to the extent the purchase price of such Products are prepaid by Dealer; Title for all Products ordered by Dealer shall be assumed by Dealer upon receipt at Dealers shipping destination.
CONFIDENTIAL INFORMATION
Dealer acknowledges that certain information to be provided by Manufacturer pursuant to this Agreement is proprietary and confidential to Manufacturer. Any information received by Dealer pursuant to this Agreement which is designated by Manufacturer as confidential (“Manufacturer Confidential Information”) shall be and remain solely the property of Manufacturer, and Dealer agrees to hold such information in confidence. Manufacturer Confidential Information shall not include information that (i) was already known to Dealer prior to disclosure; (ii) is or becomes publicly known, other than through disclosure by Dealer; (iii) is received from a third party that Dealer reasonably believes has the right to disclose such information; or (iv) independently developed by Dealer. Dealer further acknowledges and understands that any right, title and interest in and to the aforesaid confidential information is vested in Manufacturer and that such information is the sole property of Manufacturer. For purposes of this Agreement, it is understood by the parties hereto that the term “confidential information” shall include, but is not limited to, trade secrets and unpatentable intellectual property.