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other information or documentation reasonably requested by PM USA in connection with its exercise of its
<br />audit and inspection rights under Section 18.
<br />18. Reasonable Audits and Inspections; Verification of Purchases and Sales. Upon PM USA's
<br />request, Retailer will permit PM USA or its designee to audit and inspect, with or without notice, Its books,
<br />records, documentation, including but not limited to, all licenses, permits, consents, and other
<br />authorizations necessary for the conduct of its business, cigarette inventory, Store premises, and all on
<br />and off-site cigarette storage locations to evaluate Retailer's satisfaction of its obligations under the
<br />Agreement or Retailer's rights to receive any benefits under the Agreement. If PM USA requests, Retailer
<br />will submit full and complete copies of documentation to PM USA or its designee in lieu of, or in addition
<br />to, PM USA or its designee conducting an on-site audit or inspection. Audits and inspections may
<br />include, or consist only of, physical inventories or physical inspections conducted by or on behalf of PM
<br />USA of all cigarettes in Retailer's possession or under its control, and Retailer will cause cigarettes to be
<br />conveniently available for such purposes. In addition, Retailer agrees to provide any and all information
<br />and documentation requested by PM USA, in a form satisfactory to PM USA, sufficient to verify Stores'
<br />cigarette purchases and sales by brand and SKU. Such information and documentation may include the
<br />information and documentation set forth in Section 17.
<br />19. Taxes. Any tax liabilities, including but not limited to income, sales, transfer, use, or excise taxes
<br />payable in connection with the Merchandising Payments and other transactions contemplated by the
<br />Agreement, if any, are the sole responsibility of and will be paid by Retailer.
<br />20. Deductions or Setoff. Retailer agrees that it will not make any deduction from any amount due
<br />to PM USA at any time, whether under the Agreement or any other agreement between PM USA and
<br />Retailer, and whether under a claim of offset, recoupment, dispute, or otherwise. Retailer agrees,
<br />however, that PM USA, may, but is in no way obligated to, recoup, offset, or otherwise reduce or withhold
<br />any Merchandising Payment or payment under any other agreement between PM USA and Retailer from
<br />or by any outstanding amount due to PM USA from Retailer hereunder or thereunder (including amounts
<br />paid in error by PM USA to Retailer).
<br />21. Compliance with Laws. Retailer must comply with all applicable laws, regulations, and
<br />ordinances relating to the Agreement, Retailer's performance under the Agreement, and the sale or use
<br />of PM USA Cigarettes. Retailer represents and warrants that it has obtained all licenses, permits,
<br />consents, and other authorizations necessary for the conduct of its business and that it will maintain all
<br />such licenses, permits, consents, and other authorizations in full force and effect throughout the term of
<br />the Agreement. Retailer will comply with all federal, state, local, or other laws, regulations, and
<br />ordinances applicable to the sale of tobacco products, including the Federal Cigarette Labeling and
<br />Advertising Act (15 U,S.C. § 1331 et seq.) and the Family Smoking Prevention and Tobacco Control Act
<br />(Public Law 111-31; see also 21 U.S.C. § 301 et seq.). Retailer will promptly disclose to PM USA any
<br />conviction of Retailer, its officers, owners, or principals, whether by trial or by plea agreement, for a
<br />criminal offense related to the sale or distribution of tobacco products. Retailer must promptly notify PM
<br />USA in the event that any of Retailer's obligations under law, contract, or other legal undertaking is or
<br />may be inconsistent with any of the terms or conditions of the Agreement.
<br />22. Indemnification. Retailer agrees to indemnify and hold harmless PM USA, its affiliates, and
<br />each of their respective officers, employees, directors, and agents from all claims, liabilities, costs, and
<br />expenses, including reasonable attorneys' fees, that arise from or may be attributable to any error,
<br />omission, misrepresentation, or fault of Retailer, including, but not limited to, Retailer's failure to pay or
<br />cause to be paid any applicable state or local excise taxes due on PM USA products purchased or sold
<br />by Retailer. Retailer's obligation to indemnify and hold harmless will survive the termination of the
<br />Agreement. PM USA will have primary control of the defense or settlement of any such claim; provided,
<br />however that Retailer will have the right to participate at its own expense in the defense or settlement of
<br />any such claim that is asserted against Retailer.
<br />23. Attorneys' Fees. In the event that PM USA is required to engage the services of any attorneys
<br />for the purpose of enforcing the Agreement, or any provision thereof, PM USA will be entitled to recover
<br />its reasonable expenses and costs in enforcing the Agreement or provision, including attorneys' fees.
<br />Exhibit F
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