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. 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. 8.1 General. Notwithstanding anything to the contrary herein, Ingram may return all Products in their original packaging throughout the Term, including but not limited to Products purchased by Ingram from Seller. Seller will pay Ingram a processing fee of $2.50 for each Product Unit returned to Ingram by its Customers, which is more than five percent (5%) of the total number of Units of that Product delivered to that Customer in the preceding two calendar months.
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. 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. 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.
6.1 Product. Seller agrees to supply and sell to Ingram the Products held in managed Inventory as Seller`s Ingram orders at prices and subject to the terms set forth in this Agreement. Ingram has no obligation to purchase a minimum amount or quantity of managed inventory. Seller grants Ingram the non-exclusive right to distribute the Products in the United States (including the fifty (50) United States and the District of Columbia and all U.S. territories, possessions, military bases (APO/FPO addresses) and embassies outside the United States) during the term of this Agreement. 1.3 Inventory Maintenance. Seller will use commercially reasonable efforts to maintain the inventory managed at each facility at a level at least equal to Ingram`s sales rate in the preceding two weeks. Once a week, Seller will notify the Ingram Product Manager responsible for Seller`s account of the quantity and type of managed inventory to be shipped to each facility.
The product manager then places an order with the supplier for the quantity and type of product to be shipped (an “in-stock order”). Seller understands and agrees that an order in stock (even if the order document is eligible or referred to as an “Order”) is only a request for delivery of the Products delivered to Ingram and is not considered an obligation to purchase the Products, except as required by this Agreement. Unless otherwise agreed by Ingram, in-stock orders are limited to a maximum of twenty-five items. Seller may require Ingram to place up to a maximum of four in-stock orders each month. The seller pays an additional fee for all stock orders over four per month. 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.
6.6 Price Protection. In the event that ingram`s Customer returns a Product for any reason and Seller has lowered the price of such Product, Seller will credit Ingram with the difference between the discounted price and the invoiced price of a Product purchased from Ingram. 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 saleable condition (e.g., Product packaging is not opened) will be returned to Managed Inventory and operated by Ingram in accordance with the terms of this Agreement. .