English to Greek Bus/Financial Business/Commerce (general)

4.74.1 Stand-by Letter of Credit. Vendor will obtain a standby letter of credit on the date the Merchandise is received by CHAINS, the terms of which are subject to review and approval by CHAINS, whereby the amount secured by such standby letter of credit shall be equal to 20% of the invoice amount of the first two Orders for Merchandise issued hereunder (the “Refundable Amount”). This Refundable Amount represents the maximum amount payable to CHAINS for markdown and transition support (i.e., ***an exit strategy***) only, with respect to Vendor and after payment of such, CHAINS shall have no further claim against Vendor for such support. The Parties acknowledge and agree that the terms of the standby letter of credit will be made by a bank or financial institution acceptable to CHAINS, and will guarantee CHAINS payment of up to a maximum of the Refundable Amount, subject to the following verifiable conditions: (i) the Merchandise sales by CHAINS to its customers average over the previous 180 days are below the minimum thresholds, as set forth in Schedule 4 attached here to, (ii) the Vendor received a written warning from CHAINS that the Merchandise performance was below the aforementioned minimum thresholds at least 90 days before, (iii) Vendor’s Merchandise failing to improve performance over a minimum of 90 days to the minimum thresholds would receive further written notice of CHAIN’s decision to discontinue either all or some part of Vendor’s Merchandise and (iv) Vendor either receives the product of the discontinued Merchandise back from CHAINS or is shown evidence of the amount of such product sold to consumers. CHAINS shall have the right to provide Vendor with 90 days notice of discontinuation of any Merchandise only after the Parties have discussed, in good faith, any efforts to be taken achieve the minimum thresholds, and if such discussions and subsequent actions prove ineffective. The fulfillment of all the conditions set forth in sub-clauses (i) – (iv) will be complete solely after all relative reports that have been provided by CHAINS. Upon such verification provided by CHAINS, CHAINS shall be entitled to a refund for returned Merchandise, associated logistics costs and monies to maintain its margin percentage as a result of any agreed exit clearance consumer discount programs, upto the maximum Refundable Amount. In the event Vendor fails to pay the 3rd party financial institution issuing the standby letter of credit, shall pay CHAINS any amounts due under this Section 4.7. Vendor shall have the choice of receiving discontinued product back (and refunding Invoice Prices plus return shipping costs) or having the product disposed of (and refunding only Invoice Prices). The standby letter of credit shall remain in effect for the shorter of (a) 18 months from its effective date, or (b) the expiration or termination of this Agreement, or (c) the agreed renegotiation by both Parties of the standby letter of credit.