Common use of Further Distribution Clause in Contracts

Further Distribution. To the extent that Customer is not the end user of the products, the following additional provisions apply in connection with the further distribution/resale of the products: (a) the customers and potential customers to which Customer may promote and sell the products must be end users and not resellers of the products and may not sell the products in a location where sales are prohibited by law or where Exacto has specifically informed Customer that sales are prohibited; (b) Customer’s obligations hereunder to Exacto (e.g. the obligation to pay for such products) operates independent of the actions of Customer’s customers and Exacto shall not be obligated to comply with any requirements imposed by Customer’s customers or as a result of Customer’s contractual requirements with its customers; (c) Customer’s customers shall have no direct privity with Exacto and Customer agrees to fully indemnify and hold Exacto harmless against any claims made by Customer’s customers against Exacto; (d) Customer shall be solely responsible for the handling, storage, transportation and distribution of the products in accordance with the SDS’s for the product after delivery of products toCustomer’s facility; (e) Customer shall establish and maintain records of its sales in sufficient detail to permit identification and destination of each of the products sold by Customer; (f) Customer shall be solely and directly responsible for all ordering and customer service issues with its customers, provided that to the extent Exacto receives any inquiries or complaints directly from Customer’s customers, Exacto shall direct such inquiries or complaints to Customer; and (g) Customer shall not sell the products for less than 95% of the suggested retail price communicated to Customer by Exacto, if applicable. Customer acknowledges that any rights to distribute or resell the products are on a non-exclusive basis and nothing herein shall prohibit Exacto from selling products directly or indirectly (through other distributors or sales representatives) tot Customer’s customers.

Further Distribution. To the extent that Customer is not the end user of the products, the following additional provisions apply in connection with the further distribution/resale of the products: (a) the customers and potential customers to which Customer may promote and sell the products must be end users and not resellers of the products and may not sell the products in a location where sales are prohibited by law or where Exacto has specifically informed Customer that sales are prohibited; (b) Customer’s obligations hereunder to Exacto (e.g. the obligation to pay for such products) operates independent of the actions of Customer’s customers and Exacto shall not be obligated to comply with any requirements imposed by Customer’s customers or as a result of Customer’s contractual requirements with its customers; (c) Customer’s customers shall have no direct privity with Exacto and Customer agrees to fully indemnify and hold Exacto harmless against any claims made by Customer’s customers against Exacto; (d) Customer shall be solely responsible for the handling, storage, transportation and distribution of the products in accordance with the SDS’s for the product after delivery of products toCustomer’s facility; (e) Customer shall establish and maintain records of its sales in sufficient detail to permit identification and destination of each of the products sold by Customer; ; (f) Customer shall be solely and directly responsible for all ordering and customer service issues with its customers, provided that to the extent Exacto receives any inquiries or complaints directly from Customer’s customers, Exacto shall direct such inquiries or complaints to Customer; and (g) Customer shall not sell the products for less than 95% of the suggested retail price communicated to Customer by Exacto, if applicable. Customer acknowledges that any rights to distribute or resell the products are on a non-exclusive basis and nothing herein shall prohibit Exacto from selling products directly or indirectly (through other distributors or sales representatives) tot Customer’s customers.