Distributor agrees to exercise its best efforts to (a) promote the sale of and obtain orders for the Supplier Products in the Territory; (b) abide by Supplier’s policies and procedures with regard to the purchase, sale and support of Supplier Products; and (c) conduct its business in a manner that reflects favorably at all times on the Supplier Products and the good name, goodwill and reputation of Supplier or its affiliates. Distributor acknowledges and agrees that it has no rights or claims of any type to the Supplier Products, or any aspect thereof, except such rights as are created by this Distribution Agreement. Distributor agrees that it shall not and is not authorized to promote, resell, deliver, install, service or otherwise support the Supplier Products outside of the Territory.

Distributor shall set the selling price at which the Supplier Products are sold it in the Territory. Distributor shall be solely responsible for the costs involved in the distribution of the Supplier Products, including sales costs, import duties, any and all banking charges, shipping and handling costs, installation costs or other operating expenses, letter of credit costs, wire transfer fees and other costs associated with making payment, and taxes, however designated, except that Distributor shall not be liable for taxes imposed that are based on Supplier’s income.

Distributor shall be applied the discount policy according to the order value each time.

The purchase price shall be quoted and payable in U.S. dollars to Supplier at the address specified on the invoice. Unless otherwise agreed by the parties in writing, payment shall be made by Distributor by wire transfer in advance of shipment from the Supplier facilities. The Supplier Products shall be delivered EXW Supplier’s facilities (Incoterms 2010). Risk of loss for the Supplier Products shall pass upon delivery to the named carrier at Supplier’s facilities. If Supplier pays any shipping, insurance, handling costs or import and export tax (and any cost incurred in the import and export process), such costs will be billed to Distributor and will be reimbursed to Supplier by Distributor.