3.1. FDI shall have the following duties and responsibilities:
a. Present for UCNWI’s approval a three-month rolling plan for the importation, supply, sale and distribution of the products for the territory:
b. Obtain at its own expence an irrevocable standby letter of credit in the amoount of Five Hundred Thousand U.S Dollars(U.S.$500,000.00) in favor of UCNWI to cover FDI’s purchases, importation and orders from UCNWI pursuant to the discharge of its obligations as exclusive a Credit Agreement covering the terms and conditions of the standby letter of credit which shall form an integral part of this Agreement.
c. Use its best efforts to surprise, promote, and maximaize the sale of
the products in the territory,
d. Use its best efforts to achieve for each product the annual sales targets agreed between UCNWI and FDI from time to tome which reflect the annual market sales and business plans agreed upon between UCNWI and FDl;
e. Without prejudice to the preceding paragraph c, use its best endeavors to ensure that its sales in the territory of each of the products in each calendar year are in accordance with the annual budget growth rate of UCNWI for its products for the calendar year;
f. Comply with and use all reasonable endeavors to ensure that its customers comply with UCNWI 's standards in all promotional requirements for the display and merchandising of the products from time to time;
g. Comply with and use all reasonable endeavors to ensure that its customers comply with all quality assurance procedures laid down by UCNWI from time to time;
h. Provide timely delivery of the products in accordance with the orders placed by its customers, provided always that the FDI shall reserve the right not to accept orders placed by delinquent customers;
i. Purchase and import its product requirements exclusively , from UCNWI and will not purchase similar products from any other manufacturer or supplier wherever situated without the specific prior written consent of UCNWI;
j. Not sell or knowingly permit the export of products for sale outside the territory without UCNWI's written consent;
k. Provide, at its own cost an adequate management organization and sales force, including sales promo girls, to the satisfaction of UCNWI dedicated to selling, promoting and distributing the products. It is hereby agreed that the members of the sales force and the sales promo girls shall be supervised and controlled solely by FDI, and these members and promo girls shall not in any way be considered as an employee of UCNWI;
l. Extend credit facilities of the kind normally available in the trade to customers at its expense as necessary to promote the sales of the products;
m. Shoulder all the costs incidental, pertinent or relevant to the distribution, marketing, sale, logistics, warehousing, advertising, promotions, brand building, merchandiser deployment(including sales promo girls), and trade flow through discounts for UCNWI’s products;
n. Provide end maintain all the necessary warehousing, transport and logistics requirements to carry out its duties as importer and distributor under this Agreement to the complete satisfaction of UCNWI and not make any changes in its organization, without the prior written consent of UCNWI, which might adversely affect its ability to carry out its duties. Specifically, FDI shall warrant and ensure that the following logistical services will provided to the satisfaction of UCNWI
ⅰ. Distribution (prompt delivery to outlets);
ⅱ. Warehousing;
ⅲ. Administration;
ⅳ. Information System;
v. 0rder Processing;
ⅵ. Handling Of Returns and Damaged Products; and
ⅶ. Accounts Receivable(Bad Debts)
o. Maintain its facilities in a thoroughly clean and sanitary condition which, as a minimum, must comply with a‖ applicable legal requirements relating to the importation, distribution or sale of the products in the territory and any additional requirements that may be agreed upon with UCNWI from time to time;
p. Shall not engage in any unfair trade practices or make any false or misleading statements or representations in advertising or in any form of media, with respect to the products;
q. Provide re‐labeling services of a type as is necessary to comply with any applicable rules or regulations for the distribution or sale of the products in the territory and obtain UCNWI’s prior written approval for the description of such label;
r. Faithfully and fully comply with all laws, regulations, rules and orders of the national or local governments and government agencies that may and find application in this Agreement including but not limited to the Consumer Act of the Philippines (Republic Act No.7394);
s. Secure and maintain in full force and effect, at its exclusive cost and expense, any licenses, permits, and authorizations required from time to time to enable this Agreement lawfully be made and carried out according to its terms and conditions;
t. Regularly report to and keep UCNWI informed of the progress or development of the market for the products throughout the territory, and shall use its reasonable endeavors to inform UCNWI of all government rules and regulations affecting the importation, distribution, and sale of the products in the territory and of any other factors which FDI shall consider relevant for the promotion, marketing, and distribution or labeling of the products in the territory; and
u. Report in writing UCNWI immediately any complaint which it may receive regarding the products and, with the prior written approval of UCNWI, take such reasonable measures as may be needed to prevent damage to FDI and UCNWI.