TERMS AND CONDITIONS
These terms and conditions are an integral part of the Authorized Kramer Reseller Agreement (including its exhibits) (the “Reseller Agreement“) between Kramer and Reseller (Reseller Agreement, together with these Terms and Conditions, this “Agreement”). These terms and conditions supplement and do not derogate from Reseller Agreement. Capitalized terms not otherwise defined here will have the meanings given them in Reseller Agreement.
Reseller will use its best efforts to promote, maintain and increase the sale of Kramer Products in the Territory.
2. DELIVERY, ACCEPTANCE AND RETURN
2.1. Kramer will make its best reasonable commercial efforts to make Kramer Products ordered available for pickup at the Pickup Point within thirty (30) days after acceptance of a purchase order, unless Kramer specifies a later date upon acceptance of the order. Kramer will have the right to make partial shipments, which shipments will be separately invoiced and paid for when due, without regard to subsequent shipments.
2.2. Kramer Products will be delivered in Kramer’s standard packaging with Kramer’s standard labels and markings.
2.3. If Kramer cannot ship the Kramer Products due to an act or omission of Reseller, all costs associated therewith (including storage) will be charged to Reseller.
2.4. Reseller will properly inspect the Kramer Products upon Pickup. Reseller’s failure to give notice to Kramer of any claim within five (5) days after the inspection of the Kramer Products will constitute an unqualified acceptance of them.
2.5. Returns are only permitted after obtaining Kramer’s written consent, upon receipt of a Return Merchandise Authorization Number and within forty-five (45) days of receipt of such Kramer Products. Reseller will comply with Kramer’s return policy, as it may be published from time to time at __ [add URL]. Kramer will credit Reseller for the purchase price of returned Kramer Products only if Kramer determines that the Kramer Products were defective or damaged prior to pickup at the Pickup Point.
3. RISK OF LOSS, TITLE
3.1. In all cases, the risk of loss for Kramer Products will pass to the Reseller upon pickup at the Pickup Point. The reseller will be responsible for insuring all Kramer Products in transit and thereafter, as well as filing appropriate loss or damage claims with its insurance carrier. Reseller may designate a freight carrier of its choosing, provided that any designated freight carrier must be able to accept delivery of Kramer Products on the date and at the Pickup Point.
3.2. Title to Kramer Products will pass to Reseller only upon payment in full of Kramer’s invoices for the Kramer Products. At Kramer’s request, Reseller will execute all documents and do all acts which may be required to enforce Kramer’s retention of title.
4. TRAINING AND ACCREDITATION
The reseller will ensure that at all times, at least one of its employees who is involved in selling and supporting Kramer Products will have gone through training and certification by Kramer or by any third party certifier that Kramer may appoint, to learn how to market, install and supply support for Kramer Products. Such training mayl be on-line r in person and at times and locations all as determined by Kramer. Reseller will bear any costs of its employees in travelling to and participating in such training. Reseller’s certified employee(s) will be responsible for training other Reseller employees who are involved in marketing, installing and supporting Kramer Products.
5.1. In the Agreement (including the Terms and Conditions), when the words “sell” and “purchase” are used with regard to a Kramer Product that is software, they will be understood to mean granting or receiving a non-exclusive, royalty-free (after the initial “purchase” price) license to or by an End User to install the software on one platform and to use it for the purpose for which the software is intended.
5.2. Reseller is aware that upon first installation of a Kramer Software Product, an End User will be asked to agree to a click license agreement (the “EULA”) and that the use of the Kramer Software Product will be conditioned on the End User’s acceptance of the EULA. The conditions of the EULA will be determined by Kramer in its sole discretion. Reseller will notify Kramer promptly of any breach by an End User of which it becomes aware of any of its obligations under the EULA. Reseller will render all reasonable assistance to Kramer as to any action which Kramer may decide to take regarding such breach by an End User.
5.3. Kramer may release bug fixes, updates and upgrades from time to time in its sole discretion. Should it release bug fixes or updates, it will notify Reseller and make them available to it. Reseller will arrange to make them available to End Users during any period to which they are entitled to support. Should Kramer release upgrades, it will notify Reseller and make them available to it. Reseller will distribute them as if they were separate Kramer Products under the Agreement.
6.1. Kramer has published its policies as to maintenance and support of Kramer Products that are software at [add URL] and may change those policies from time to time.
6.2. Reseller will provide prompt and effective “First Level Support”, meaning that (i) Reseller will provide initial support with regard to Kramer Products with respect to End Users entitled to it through clarifications of all difficulties (including by reviewing knowledge base articles available on Kramer’s website) and making a reasonable effort to solve them before requesting support from Kramer; Kramer will supply such support, if at all, in its exclusive discretion and under the conditions it may determine from time to time; (ii) Reseller will act as an interface between Kramer and the End User where Kramer so requests and, to the extent Kramer requests it, will provide Kramer with direct access to the End User; (iii) Reseller will submit all required error information to Kramer in order to enable Kramer to provide optimal support to the extent Kramer agrees to supply such support; and (iv) Reseller will follow instructions from Kramer to resolve the issues at its expense, in compliance with any instructions prescribed by Kramer. Kramer will have no liability to Reseller, its employees, or any End User or owners of Kramer Products in connection with any product support performed by Reseller or its representatives or agents.
6.3. Reseller will supply its services with regard to First Level Support free of charge to any End User that is entitled to such support without payment and will be entitled to collect such fees (and to retain such portions of them) as may be agreed with Kramer with regard to any End User that pays for support beyond any period during which the End User is entitled to support free of charge
7. FORCE MAJEURE
7.1. Kramer will not be liable for default or delay in its performance of any of its obligations due to Acts of God, epidemics, pandemics, fires, explosions, strikes, riots, acts of terrorism, civil or international wars, invasions, refusal by governments to grant import or export licenses or the cancellation thereof, inability to obtain raw materials, components or parts due to force majeure, or a contingency of a supplier of goods and services, or any other event beyond the reasonable control of Kramer.
7.2. In case of force majeure, Kramer will allocate available Kramer Products amongst its resellers in its discretion.
8. WARRANTY AND RECALL
8.1. Kramer has published its warranty to End Users with regard to Kramer Products (other than software) at _ [add URL] and may change that warranty from time to time (the “Warranty”). Kramer has published its RMA procedures in the context of Warranty at _ [add URL] and may change those procedures from time to time (the “RMA Procedures”).
8.2. Reseller will make certain that its End Users of Kramer Products that are not software will be aware of the Warranty and its conditions and that Reseller will secure the agreement of such End Users that – other than the fulfillment of the Warranty – the End Users will have no claim of any sort (including any liability for loss of profits, damage to property, or other consequential, exemplary, incidental, special or indirect damages) against Kramer, Reseller and any of their employees, consultants, directors, officers or shareholders. Reseller will administer the Warranty relative to its End Users.
8.3. Prior to commencing RMA Procedures with regard to a Warranted Kramer Product, Reseller will make its best efforts to resolve the End User’s issues including by email, telephone and (where necessary) field support. Such email, telephone and field support will be provided in accordance with Kramer’s written guidelines to Reseller issued from time to time.
8.4. Reseller at all times, will maintain appropriate, up-to-date and accurate records as to End Users who acquired Kramer Products and the periods of validity of their Warranties to enable administration of the Warranties and, when required, also the recall of any Kramer Products from the Territory. These records will include but not be limited to records of purchases by and deliveries to End Users Reseller will administer any Kramer Product recalls made by Kramer. If Kramer undertakes a recall, transportation costs from the End User to Kramer will be borne by Kramer.
8.5. Reseller will inform Kramer immediately of any safety-related defect, a regulatory non-compliance claim or potential claim of which it is aware in relation to any of the Kramer Products (whether or not covered by the Warranty).
8.6. Reseller will supply its services with regard to Warranties and recalls, unless otherwise stated here, free of charge.
9. KRAMER REPRESENTATIONS AND WARRANTIES
Kramer makes no representations or warranties, express or implied, of any sort other than those made explicitly in this Agreement. Without derogating from the generality of the above, no representation or warranty, express or implied is made to Reseller or to any End User (other than the Warranty) as to the condition, merchantability, title, design, operation or fitness for a particular purpose of the Kramer Products.
10. RESELLER REPRESENTATIONS AND WARRANTIES
Without derogating from any other provision of this Agreement:
10.1. Reseller represents and warrants that: (i) it is duly organized, existing and is in good standing under the laws of its place of the organization; (ii) it has all necessary authorizations for the execution, delivery, and performance of this Agreement have been obtained; (iii) its execution, delivery, and performance of this Agreement will not result in any material violation of any agreement to which it is a part; and (iv) the individual signing this Agreement on Reseller’s behalf is a duly authorized corporate officer.
10.2. Reseller warrants that it will act in full compliance with the law, ordinances, rules, and regulations applicable in connection with the sale, use, service, shipment or disposal of Kramer Products, and in connection with any obligations under this Agreement.
11. CONFIDENTIAL INFORMATION
11.1. “Confidential Information” means information regarding Kramer’s business, including its products, inventions, operations, methodologies, systems, processes, product development plans or intentions, know-how, designs, trade secrets, market opportunities, business, marketing, financial matters, employees, customers, planning, and other confidential or proprietary information. Confidential Information includes information disclosed orally, visually, or through any tangible or legible medium.
11.2. Reseller will not use any Confidential Information of Kramer for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of Kramer only to the employees and contractors of Distributor or authorized third party representatives who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than Reseller’s duty hereunder Reseller will protect Kramer’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Reseller protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. Reseller may not disclose any of Kramer’s Confidential Information without Kramer’s express prior written consent. Reseller will not reverse-engineer, disassemble, or decompile any Kramer Products, prototypes, software, or other tangible objects that embody Kramer’s Confidential Information.
11.3. Information shall not be deemed Confidential Information and Reseller shall have no obligation concerning the use or disclosure of any information which: (i) is or becomes publicly known through no fault of Reseller; (ii) Reseller can demonstrate that it was in the possession of Reseller at the time of disclosure; (iii) was disclosed to Reseller by a third party who had the right to make such disclosure without any confidentiality restrictions; or (iv) was independently developed by Reseller without the benefit of the Confidential Information.
12. INTELLECTUAL PROPERTY RIGHTS AND TRADEMARKS
12.1. Reseller acknowledges that any intellectual property rights (including Trademarks, as defined below) relating to the Kramer Products, Kramer documentation or Kramer sales material are – as between itself and Kramer – proprietary and belong exclusively to Kramer or its Affiliates. Moreover, any Intellectual Property Rights generated by Reseller with regard to Kramer Products will belong exclusively to Kramer or its Affiliates (as determined by Kramer) and – to the extent necessary – Reseller will transfer them to Kramer or its Affiliates (as determined by Kramer).
12.2. Reseller may not modify, deface, disassemble, dismantle, reverse engineer decompile, reverse compile, derive source code, decrypt, or reduce to human-readable form any Kramer Products or portion thereof.
12.3. Reseller undertakes to not remove, deface, alter or cover the Trademarks, serial numbers, claims as to patents or other intellectual property or other means of identification or claims on Kramer products or packaging or otherwise alter the Kramer Products or their packaging in any way not expressly permitted in this Agreement.
12.4. Reseller may – during the term of any agreement between the Parties – display such trademarks, trade names, and designations owned by Kramer or its Affiliates (“Trademarks”) that are directly associated with Kramer Products that Reseller is authorized to purchase and sell, solely for the purposes of selling, advertising, and promoting the sale of the Kramer Products, subject to the below.
12.5. Reseller agrees to adhere to Kramer’s graphic, verbal, thematic, and other standards, specifications, guidelines, and requirements for the use of the Trademarks. Reseller, at its expense, will provide Kramer with copies, photographs, computer files, links and other representative samples of Reseller’s materials bearing the Trademarks for Kramer’s approval prior to the publication, broadcast, dissemination, or other use or distribution of such materials.
12.6. Reseller will not act in any manner that may cause the Trademarks to be adversely affected or come into disrepute or lose goodwill;
12.7. Except as expressly allowed in this Agreement, Reseller will not: (i) use or adopt the Trademarks as part of the corporate or any trading name of Reseller without the written permission of Kramer; (II) use or adopt any term, phrase, or design which is confusingly similar to or a colorable imitation of a Trademark as part of a service mark or trademark, a corporate, assumed, or trade name, as a product name, on stationery, business cards, or similar materials, or directly or indirectly in connection with, or in relation to, any activity or agreements with third parties; (iii) identify or market Kramer Products with any additional trademarks or other trade designations or in packaging or with sales materials other than those provided or expressly permitted by Kramer; and (iv) attach or use the Trademarks on or in connection with products or services other than Kramer Products;
12.8. Reseller will promptly notify Kramer if Reseller becomes aware of any person or entity that may be infringing any Kramer intellectual property rights. Reseller will, at its own expense and cost, fully cooperate with all efforts of Kramer to protect those rights.
12.9. All goodwill and enhancement in value of the Trademarks generated by Reseller’s use of the Trademarks will accrue to Kramer and be for Kramer’s exclusive benefit. Reseller will not be entitled to any goodwill or business reputation compensation.
13. DATA PROTECTION
13.1. Kramer may, without restriction, save, process, use and reuse any data obtained in connection with the sales of Kramer Products. Upon request of Kramer, Reseller will promptly inform Kramer in writing about the measures which Reseller takes to fulfill its obligations under applicable data protection laws. Kramer will take suitable technical and organizational measures to protect personal data received from Reseller against loss and unlawful processing.
13.2. Reseller warrants towards Kramer that (i) the data are lawfully obtained from data subjects; (ii) it has provided data subjects all necessary and relevant information with regard to the processing of their data as required under applicable data protection laws; (iii) the data is lawfully provided to Kramer; and (iv) the data processing will not infringe any third party rights. Reseller agrees that it remains the contact point for data subjects and that it will inform data subjects to that effect. Reseller ensures that the personal data provided to Kramer will be up-to-date and relevant for the Kramer Products sold. Reseller undertakes to inform Kramer of any request of a data subject to rectify or to erase its data or to limit the processing of its data.
14.1. Reseller will provide reports to Kramer of its sales of Kramer Products and about its inventory of Kramer Products. Details of the reports required the frequency at which they will be provided and of the way in which they are to be provided will be in accordance with Kramer’s written instructions from time to time. Such written instructions may be made available on Kramer’s or its Affiliates’ websites, by direct transmission to Reseller or in other ways to be determined by Kramer. Nothing in this paragraph will require Reseller to act in breach of any obligation imposed by applicable laws on the protection of personal (or other) data but Reseller is, to the fullest extent reasonably possible, to seek to obtain any consents necessary to enable it to comply with this obligation to the extent that might involve providing Kramer with any such personal (or other) data. To confirm that Reseller has fully and accurately provided all required reports, Kramer will perform checks and analysis on the data provided to ensure consistency between the quantities Reseller report as sold by Reseller, Reseller’s inventory as reported by Reseller and the quantities known to have been purchased by Reseller from Kramer. If Kramer has grounds for concern over the accuracy or completeness of the data that Reseller has provided, Reseller will explain the discrepancies to the satisfaction of Kramer.
14.2. Reseller will inform Kramer of any major changes in its management, organization, capital structure or financial conditions and any other material change in its business, immediately after such change takes place.
15. BRIBERY, EXPORT, AML, WEEE
Without derogating from any other obligation under this Agreement, Reseller undertakes that until the Effective Date and during the term of this Agreement: (i) Reseller has not provided, and will not provide, to any person or entity any gift, gratuity, service or other inducement or favor to influence or reward any person or entity in connection with this Agreement or in connection with Reseller’s relationship with Kramer; (ii) Reseller will comply with the requirements of any applicable anti-bribery or corrupt practices legislation whether in Kramer’s jurisdiction or in the Territory; (iii) Reseller will comply with any import, export or similar restrictions that may be applicable to the sale of Kramer Products whether in Kramer’s jurisdiction or in the Territory, (iv) Reseller will comply with any applicable anti-money laundering or similar restrictions whether in Kramer’s jurisdiction or in the Territory, (v) Reseller will comply with any applicable requirement to collect, treat, recover and dispose of waste electrical and electronic equipment (“WEEE”) in an environmentally sound manner; if Kramer has designated a WEEE recycler, Reseller will arrange for and pay for the cost of collection and transportation of WEEE to the recycler and (vi) Reseller will timely inform Kramer of any local rules or regulations which may restrict, technically, regulatory or otherwise, the deployment or operation of the Kramer Products in the Territory and provide any reasonably required assistance in obtaining any license required therefor.
16. LIMITATIONS AND INDEMNITIES
16.1. The provisions of Sections 2.5 and 8 will be the sole and exclusive remedies for any defective Kramer Product.
16.2. Reseller will indemnify, defend and hold Kramer harmless from all losses, expenses, claims, suits, judgments and liabilities (including Kramer’s reasonable attorney’s fees) arising out of Reseller’s or its employees or agents breach of this Agreement, or their wrongful acts, omissions, or misrepresentations, including failure of Reseller to fulfil its obligations under Section 8 and warranties or representations made by Reseller or its employees with regard to Kramer Products that differ from the Warranty.
16.3. Kramer will only be liable for breach of this Agreement if Kramer fails to remedy its breach after having been served promptly with a written notice of default containing a full and detailed description of the breach and providing for a reasonable grace period. Should Reseller fail to serve notice of default, Reseller will forfeit its right to file any claims against Kramer for breach of the Agreement. All claims for damages against Kramer will be subject to a limitation period of 1 year after the date of discovery of such claims by Reseller.
16.4. Kramer’s exclusive liability and Reseller’s exclusive remedy for any and all claims, whether arising out of contract, warranty, negligence, Kramer’s failure to comply with laws and regulations, strict liability or otherwise, will be limited to the price of the Kramer Product in relation to which the claim is made.
16.5. In no event, whether as a result of breach of contract, warranty, or tort (including negligence, strict liability or otherwise), will Kramer be liable to Reseller for any special, incidental, indirect, consequential, exemplary or punitive damages of any kind, including, but not limited to, lost profits, loss of business, loss of revenue, lost goodwill, cost of capital, cost of substitute Kramer Products, facilities costs, downtime costs or claims by Reseller’s End Users, whether or not Kramer was advised of the possibility of such damages. Kramer’s total, aggregate liability of any and all kinds, will not exceed the total of all amounts paid by Reseller to Kramer for the purchase of the Kramer Products within the six (6) month period prior to the date on which Reseller first notifies Kramer of any claim.
16.6. No limitation under Sections 16.4 or 16.5 applies for liability in relation to death or personal injury caused by the willful misconduct, gross negligence, and intentional acts of Kramer, and in other cases where liability may not be excluded or limited by applicable law.
17. CONSEQUENCES OF TERMINATION
17.1. Upon termination, Reseller will immediately cease marketing and Kramer Products and making any use or any reference whatsoever to Kramer’s Trademarks, copyrights, trade secrets or any other Kramer intellectual property rights relating to the Products and return any Confidential Information.
17.2. During any notice period prior to termination, Kramer at its sole discretion (i) will not obliged to accept any Purchase Orders for which the delivery will take place after the date of termination of the Agreement; or (ii) may decrease the quantities ordered by Reseller in order not to exceed the quantities normally ordered by Reseller.
17.3. Upon termination of the Agreement for any reason whatsoever: (i) Kramer and Reseller will co-operate to ensure a smooth handover of responsibility for the relationships with Reseller’s End Users; (ii) notwithstanding any prior agreement to the contrary, any sums owed by Reseller to Kramer will become due and payable immediately on the date of termination or expiration; (iii) Kramer may at its option repurchase from Reseller, and Reseller will in such case sell to Kramer, any or all stock of Kramer Products then held by Reseller at the original Discounted price paid by Reseller for the Kramer Products.; (iv) Reseller will within 30 calendar days of termination send to Kramer or otherwise in accordance with the directions of Kramer, any advertising, promotional or sales material relating to Kramer Products, as well as any other materials and information in relation to Kramer Products in its possession or within its control; (v) Reseller will duly and promptly refer to Kramer any and all enquiries, orders, correspondences and the like, whether in writing or oral form, relating to Kramer Products; (vi) Reseller will cease to use any Trademarks or other trade names or branding of Kramer, or any adaption thereof, and (vii) upon termination of the Agreement all data collected by Reseller during the term of the Agreement, will at the first request of Kramer and in conformity with this Agreement be shared with Kramer to the extent allowed by data protection laws. Notwithstanding the provisions of this Section, Reseller may sell its stock of Kramer Products purchased prior to the date of termination and not repurchased by Kramer and in relation thereto and to that extent the provisions of the Agreement will be fully applicable
17.4. Sections 3.2, 11, 12, 13, 14.1, 15, 16, 17, 18 and 19 and any other article the content of which requires its survival, explicitly or implicitly, will survive the termination of this Agreement. Termination of this Agreement in its entirety will not prejudice the rights and liabilities of either party that accrued before such termination.
17.5. Following termination, Kramer – either directly or through distributors or Resellers (– will be entitled to continue selling to End Users with whom contact was initiated by Reseller and will have no further obligations to Reseller of any sort, including obligations to compensate Reseller for its efforts in building or maintaining a market for Kramer Products or for its expectations that it will continue to enjoy the benefits of its position in accordance with this Agreement. In no case will any provision of the law or common law entitle Reseller to notice of termination in excess of that to which it is entitled in accordance with article 72 or to compensation in lieu of such notice. Reseller will have no right to any compensation or damages for loss of goodwill in the event of any termination of this Agreement.
18. GOVERNING LAW AND JURISDICTION
This Agreement and Exhibits will be governed by and construed in accordance with the laws of England and Wales, excluding their conflicts of law principles. In the event of a dispute between the Parties with regard to the interpretation, application or enforcement of this Agreement, or otherwise with regard to their relationship regarding this Agreement, the duly-empowered courts located in London, England will have exclusive jurisdiction. The Parties waive any claim of forum non conveniens or similar claims and agree that no leave will be required for service of process outside of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods, adopted at Vienna Austria on 10 April 1980 does not apply to this agreement.
19. GENERAL PROVISIONS
19.1. Reseller may not transfer or assign any rights or interests without Kramer’s prior written consent, including, but not limited to, any transfers by merger, operation of law, or sale of all or substantially all of Reseller’s assets, and any purported assignment without Kramer’s consent will be null and void. Kramer may assign any rights or interests to an Affiliate at any time, or to another entity in connection with either the sale or transfer of all or substantially all of Kramer’s business assets, or in the course of obtaining and securing any credit facilities. Kramer may exercise any or all of its rights and obligations under this Agreement either itself or through any Affiliate(s). Subject to these restrictions, the provisions of these terms will be binding upon and inure to the benefit of the Parties, their successors, and permitted assigns.
19.2. All notices and demands of any kind that any Party may be required to serve or may desire to serve will be in writing and will be served by certified mail, overnight courier, personal delivery, email, or fax to the other Party’s registered address or at such other address or number as a Party may notify to the other Party.
19.3. The failure or refusal by any Party to insist upon the strict performance of any provisions of this Agreement or any Purchase Order or to exercise any right in any one or more instances or circumstances will not be construed as a waiver or relinquishment of such provision or right generally or in any other circumstance or a waiver of any other provision.
19.4. In the event that any of the provisions of this Agreement or the application of any provisions of any other agreement between the Parties will be held by a court or other tribunal of competent jurisdiction to be unlawful or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. Parties will substitute a valid, lawful, and enforceable provision that most nearly reflects the Parties’ original intent or provide a reasonable adjustment if such substitute provision cannot be agreed upon or is not possible under applicable law.
19.5. This Agreement may be executed by scans or other form of electronic signature and in counterparts, each of which will be deemed an original, but all of which, taken together, will constitute one single agreement between Kramer and Reseller.
19.6. Nothing stated in this Agreement will be construed as creating the relationship of employer and employee, principal and agent, franchisor and franchisee, joint ventures, or partnership between the Parties. The relationship established by this Agreement is that of independent contractors. Reseller will not incur any obligation or commitment on behalf of Kramer unless specifically approved in writing, in advance. Reseller is responsible for all of its employees and agents and its labor costs and expenses.
19.7. This Agreement constitutes the entire, final, complete and exclusive agreement between the parties regarding its subject and supersedes any and all prior or contemporaneous agreements, understandings, and communications, whether written or oral. This Agreement also supersedes any and all prior or contemporaneous agreements, understandings, and communications, whether written or oral, between Kramer and any of its Affiliates, on the one hand, and Reseller, on the other hand.
19.8. Kramer does not solicit or accept complaints from its resellers about any distributor’s or other reseller’s sales or pricing practices, and will not engage in any such discussions. In executing this Agreement, Reseller recognizes this policy of Kramer and agrees to comply with it at all times.
19.9. In any jurisdiction in which Kramer is required by law to publish List Prices and Discounts periodically, the Parties agree that they will be regarded as having restated the List Prices and Discounts at the beginning of any such period as they were immediately prior to the beginning of that period.