Terms & Conditions

Term & Conditions – Resellers & Channel Partners

These Reseller Terms and Conditions (the “Reseller Terms and Conditions”) are in addition to Mesa Laboratories, Inc. – Calibration Solutions Division’s Standard Terms and Conditions of Sale for Renal Care and Instruments (“Standard Terms and Conditions”), found at https://mesalabs.com/terms-and-conditions. By placing a purchase order with, or other document through which Reseller places an order for the purchase of Goods from Mesa, accepting a quotation from, or otherwise transacting with Mesa Laboratories, Inc. (“Mesa”), without need for signature, acknowledgment, or further action, the purchasing party (“Reseller”) acknowledges and agrees that these Reseller Terms and Conditions, together with the Standard Terms and Conditions, governs all purchases and resale of Mesa products described herein or otherwise provided by Mesa.

For purposes of these Reseller Terms and Conditions, all references to “Reseller” are deemed to mean a reseller purchasing Mesa products on a non-exclusive, low-volume, and/or transactional basis, and not operating under a separately executed Reseller or Distributor Agreement. Nothing in these Reseller Terms and Conditions shall be construed to grant exclusivity, establish a fixed term, or impose any obligation of notice of price change or otherwise, provide any term of renewal, or continued supply by Mesa.

The scope of these Reseller Terms and Conditions includes products sold under Mesa’s Renal Care and Instruments Business (the “Products” or the “Goods”).

The Instruments-business Goods include: DataTrace® (wireless data loggers and accessories); BGI® (air sampling and occupational health instruments); DryCal® (primary flow calibration systems); Torque® (torque testing analyzers and accessories).

The Renal Care-business Goods include: 90XL Technician Meter System, HDM97Pocket Technician Meter System; Smart HDM Technician Meter System; pHoenix XL Clinician Meter

All sales terms, warranties, and limitations of liability, not otherwise specified herein, are governed by Mesa’s Standard Terms and Conditions as supplemented by these Reseller Terms and Conditions.

I. DEFINITIONS

Capitalized terms have the meanings set out in this Section, or in the Section in which they first appear in Reseller Terms and Conditions.

“Customer” means a purchaser that is (a) a customer of the Reseller located in the Territory who purchases Goods for resale to End Users or (b) an End User.

“End User” means the final purchaser that (a) has acquired a Good from Reseller for (i) its own internal use and not for resale, remarketing, or distribution or (ii) incorporation into its own products and (b) is an individual or entity located in the territory of the Reseller’s domicile.

“Government Official” means any (a) officers or employees of a Governmental Authority; (b) any person acting in an official capacity for or on behalf of a Governmental Authority; (c) officers or employees of state-owned or state-controlled entities; (d) candidates for political office at any level; (e) officials or employees of political parties; (f) royal family members who own or manage a state-owned or state-controlled entity; and (g) officers or employees of public international organizations (such as the United Nations, World Bank and International Monetary Fund).

“Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of the government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority, or quasi-governmental authority (to the extent that the rules, regulations, or orders of this organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, award, or determination entered by or with any Governmental Authority.

“Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order, or other requirement or rule of law of any Governmental Authority.

“Purchase Order” means Reseller’s then-current standard form purchase order.

“Purchase Order Transaction Terms” means any one or more of the specific products, product quantity and price terms consistent with the Sellers Quotation specified by Reseller in a Purchase Order, or other document through which Reseller places an order for the purchase of Goods from Mesa, under Section 5.02. For the avoidance of doubt, the term Purchase Order Transaction Terms does not include any general terms or conditions of any Purchase Order.

“Sell,” “Sale” or “Sold” means to sell and/or to lease, distribute, market or otherwise commercially dispose of Goods, under the terms and conditions of Reseller Terms and Conditions.

“Seller’s Trademarks” means all Trademarks owned by or licensed to Seller.

“Trademarks” means all rights in and to US and foreign trademarks, service marks, trade dress, trade names, brand names, logos, trade dress, corporate names, and domain names and other similar designations of source, sponsorship, association, or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights and all similar or equivalent rights or forms of protection in any part of the world.

“US” means the United States of America, including its territories, possessions, and military bases.

II. RELATIONSHIP

Section 2.01 Reseller shall not, without Seller’s prior written consent, Sell any version of any Goods other than the version Seller shall designate from time to time as its most current version.   Seller may in its sole discretion sell the Goods directly to any other end Customers in the territory in which Reseller is domiciled and to any other Person, including resellers, retailers, and Customers in and outside the Territory. By accepting this appointment, Reseller agrees to conform to all quality standards established from time to time by Seller for its Resellers. 

III. THESE RESELLER TERMS AND CONDITIONS PREVAIL OVER RESELLER’S PURCHASE ORDER

Section 3.01 The terms of Reseller Terms and Conditions and the Standard Terms and Conditions shall prevail over Reseller’s Purchase Order or other document through which Reseller places an order for the purchase of Goods from Mesa. The purchase of Goods by Reseller is expressly limited to the terms of these Reseller Terms and Conditions and the Purchase Order Transaction Terms contained in the applicable Purchase Order. The terms of these Reseller Terms and Conditions prevail over any terms or conditions contained in any other documentation or agreement related to the subject matter of these Reseller Terms and Conditions and expressly exclude any of Reseller’s general terms and conditions contained in any Purchase Order or other document or agreement issued by Reseller. All Purchase Orders, and any provisions not set forth in these Reseller Terms and Conditions, are governed by Seller’s Standard Terms and Conditions for Renal Care and Instruments currently located at https://mesalabs.com/terms-and-conditions and at any other internet address as notified by Seller to Reseller  from time to time, and by these Reseller Terms and Conditions.  (The term Customer in the Standard Terms and Conditions shall be understood to also mean Reseller.)

IV. GOVERNMENT APPROVALS 

Section 4.01 Authority to Perform Under these Reseller Terms and Conditions. Reseller shall, at its own expense, obtain and maintain required certifications, credentials, licenses, and permits necessary to conduct business in accordance with these Reseller Terms and Conditions.

Section 4.02 Government Approval. 

(a) If at any time during the Term any notification, registration, permit or approval (the “Government Approvals or Documents”), including in connection with any applicable government acquisition regulations applicable to the Goods or Reseller’s ability to Sell the Goods in the Territory (the “Applicable Regulations”), is required for any Party to perform its obligations hereunder, or to give legal effect to these Reseller Terms and Conditions  in the territory, and any other applicable jurisdiction to these Reseller Terms and Conditions , or the transactions contemplated under these Reseller Terms and Conditions , Reseller shall: 

(i)immediately take whatever steps may be necessary to properly notify, register, or obtain such Government Approval or Document;

(ii) be responsible for any charges incurred in connection with notifying, registering, or obtaining such Government Approval or Document; and

(iii) keep Seller currently informed of its efforts regarding this Section 4.02.

(b) Seller is not obligated to ship any Goods or other materials to Reseller under these Reseller Terms and Conditions until Reseller has provided Seller with satisfactory evidence that any necessary Government Approvals or Documents have been obtained or are not required and/or that all Applicable Regulations have been complied with. For the avoidance of doubt, Seller is not obligated to obtain any Government Approvals or Documents and/or comply with any Applicable Regulations in connection with the Reseller’s Sale of the Goods.

(c) Reseller acknowledges and agrees that no action by Reseller or its agent in connection with obtaining any Government Approvals or Documents, or compliance with the Applicable Regulations in connection with the Goods, nor the fact that Government Approvals or Documents relating to the Goods may be issued directly to Reseller, thereby transfers to Reseller or its agent(s) any ownership or license rights in and to any of the Goods, and/or any intellectual property rights therein, and that Seller at all times retains all such rights.         

(d) When Reseller is no longer acting as a Reseller, or upon the written request of the seller, Reseller will make all reasonable efforts to ensure a prompt assignment to Seller or its designee, of all Government Approvals or Documents and/or evidence of compliance with Applicable Regulations held by Reseller (or its agent(s)), in connection with the Sale and service of the Goods.  In the event such assignment is not permitted by law, Reseller will fully cooperate, and/or cause its agents(s) to fully cooperate, in the cancellation of such Government Approvals or Documents and/or evidence of compliance with Applicable Regulations standing in its names (or those of its agent(s)) and the reissuance of such Government Approvals or Documents and/or evidence of compliance with Applicable Regulations to Seller or its designee. If Reseller fails to take any of the actions required under this section within thirty (30) days of Seller's written request, Reseller hereby grants Seller an irrevocable power of attorney and proxy to take any and all actions required under this section on Reseller's behalf, including but not limited to executing any documents, making any filings, and communicating with any governmental authorities or third parties as necessary to effect such assignment, cancellation, or reissuance of Government Approvals or Documents.

Section 4.03 Prohibited Acts. Notwithstanding anything to the contrary in these Reseller Terms and Conditions, neither Reseller nor Reseller Personnel shall:

(a) engage in any unfair, competitive, misleading, or deceptive practices respecting Seller, Seller’s Trademarks, or the Goods, including any product disparagement or “bait-and-switch” practices;

(b) separate any software or accessories sold, bundled, or packaged with any Good from the Good or sell, license, or distribute the software on a standalone basis, or remove, translate, or modify the contents or documentation of or related to the software or accessories, including, without limitation, any end user license agreements or warranty statements;

(c) market or distribute the Goods other than in the form and packaging as delivered by Seller to Reseller under these Reseller Terms and Conditions;

(d) sell or offer to sell any of the Goods outside the territory, except to Customer locations located outside the territory that are owned by a Customer with a principal purchasing headquarters within the territory, but only if the sales are made with the prior written consent of Seller (which consent may be withheld or withdrawn for any or no reason);

(e) ship or otherwise deliver Goods to any facility in a location that is outside the territory;

(f) sell or offer to sell any Goods or other Seller-branded goods other than the goods purchased from Seller or another Reseller authorized by Seller; or

(g) manufacture, promote, market, sell, or distribute Goods using promotional information and material, unless the promotional information or material was provided by Seller or such promotional information or material is in the ordinary course of business as a component of Reseller’s regular catalogs and general advertisements.

V. ORDER PROCEDURE

Section 5.01 Purchase Order. Reseller shall issue all Purchase Orders to Seller in written form via email and cause all Purchase Orders to contain the Purchase Order Transaction Terms. By placing a Purchase Order, Reseller makes an offer to purchase Goods under the terms and conditions of these Reseller Terms and Conditions, including the Purchase Order Transaction Terms, and the Standard Terms and Conditions and on no other terms or conditions, except as may be otherwise specified in Section 3.01. Except regarding the Purchase Order Transaction Terms, any variations made to the terms and conditions of these Reseller Terms and Conditions by Reseller in any Purchase Order are void ab initio and shall have no effect.

Section 5.02 Purchase Order Transaction Terms. Reseller shall specify the following information (collectively, the “Purchase Order Transaction Terms”) in each Purchase Order or : a list of Goods to be purchased; quantities ordered, requested delivery date and delivery point.

Section 5.03 Seller’s Right to Accept or Reject Purchase Orders. Seller may accept or reject any Purchase Order. Seller may accept any Purchase Order by confirming the order (whether by written confirmation, invoice, or otherwise) or by delivering the Goods, whichever occurs first. No Purchase Order is binding on Seller unless accepted by Seller as provided in these Reseller Terms and Conditions.

Section 5.04 Cancellation of Purchase Orders.

(a) Seller may without liability or penalty, cancel any Purchase Order placed by Reseller and accepted by Seller, in whole or in part:

(i) if Seller discontinues its sale of Goods or reduces or allocates its inventory of Goods;

(ii) if Seller determines that Reseller is in violation of its payment obligations under or has breached or is in breach of these Reseller Terms and Conditions; or

(iii) pursuant to Seller’s rights under Section 10.03. 

(b) With the exception of Reseller’s right under Section 5.04 to cancel a Purchase Order, Reseller has no right to cancel or amend any Purchase Order submitted by it.

VI. RESALE OF THE GOODS

Section 6.01 Credit Risk on Resale to Customers. Reseller is responsible for all credit risks regarding, and for collecting payment for, all products (including Goods) sold to third parties (including Customers), whether or not Reseller has made full payment to Seller for the products. The inability of Reseller to collect the purchase price for any product does not affect Reseller’s obligation to pay Seller for any Goods.

Section 6.02 Resale Prices. Reseller unilaterally establishes its own resale prices and terms regarding products it sells, including Goods. 

VII. COMPLIANCE WITH LAWS

Section 7.01 General Compliance with Laws Representation and Warranty. Reseller represents and warrants to Seller that it is in compliance with all Laws applicable to these Reseller Terms and Conditions, the Goods, and the operation of its business.

Section 7.02 General Compliance with Laws Covenant. Reseller shall at all times comply with all Laws applicable to its performance of its obligations under these Reseller Terms and Conditions. Reseller shall at all times, at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct its business relating to the exercise of its rights and the performance of its obligations under these Reseller Terms and Conditions  Reseller shall ensure that the Goods comply with local laws and regulations relating to their sale and use in the Territory. Reseller shall assist Seller with all information necessary to enable Seller to ensure that the Goods comply with local laws and regulations and promptly advise Seller of any change or proposed change thereto. 

Section 7.03 Export Law Compliance. Reseller recognizes that its purchase and resale of Goods are subject to the United States export control laws and regulations and Reseller agrees that it will not violate such laws.

(a) Reseller understands and recognizes that the Products and other materials made available to it hereunder are subject to the export administration regulations of the United States Department of Commerce and other United States government regulations, as amended from time to time, related to the export of technical data and equipment and products produced therefrom, including the provisions of United States CFR Sections 746.1 and 746.3, and in particular those provisions providing for  restriction with respect to Military End Use.  Reseller is hereby put on notice that if Seller ever obtains knowledge that the Reseller or any of its end-user customers are using Products for Military End Use, Seller is required to obtain an export license to sell Products to Reseller, regardless of any other provisions of these Reseller Terms and Conditions. Reseller warrants that it will obtain and maintain any required export license or other governmental approval and complete such formalities as may be required in order to use, sell, resell, export, re-export, transfer, distribute, dispose of, disclose or otherwise deal with the equipment and/or services, and will comply in all respects with the export and re-export restrictions set forth in the export license for every Product shipped to Reseller.  Reseller agrees to cooperate with Seller and to provide Seller with such reasonable assistance as is required to comply with the export administration regulations of the United States.

(b) Reseller agrees that product of Seller will not be sold, shipped, or rerouted into countries under sanction with the United States of America, including the following countries: Russia, Belarus, Crimea and Sevastopol regions of Ukraine, Iran, North Korea, Syria, and Cuba.  Furthermore, no matter the use, no Seller products whatsoever should be sold to any other party who may have the intention of selling to these countries.

(c) Reseller has ensured that any end-user has cleared global sanction and restricted party screening and verified that the end-user is not on the denied parties’ listings.

(d) Reseller understands that under these regulations, no products procured by any customer may be used for military or intelligence community end-use. 

(e) Reseller will make inquiries as to the end use and end user and carry out sanctions screening checks on its customers and any other end users (including their shareholders, beneficial owners and senior management) prior to the supply of Seller equipment and/or services in order to ensure compliance with this clause.

(f) In addition to any other remedy available to Seller, the Reseller will indemnify, keep indemnified and hold harmless (on a full indemnity basis) Seller and its affiliates, officers and personnel against all direct or indirect liabilities, claims, demands, damages, losses or expenses (including legal and other professional adviser’s fees and disbursements), interest and penalties suffered or incurred as a result of any breach by of the Reseller’s obligations in Section 7.03 of these  Reseller Terms and Conditions.

Section 7.04 Anti-Bribery Compliance. Reseller covenants and agrees as follows:

(a) Reseller shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and any anti-bribery and anti-corruption laws in countries in which Reseller conducts business (collectively, the “Anti-Bribery Laws”). 

(b) Neither Reseller nor any of its Representatives will offer, promise, give, or authorize payment of money or anything of value, or offer, pay, promise, make, or authorize the making of any bribe, payoff, influence payment, facilitation payment, kickback, or other unlawful payment, to any Government Official in order to obtain or retain business, gain any improper advantage, or influence any act or decision of a Government Official.

(c) Reseller shall keep books, records, and accounts that, in reasonable detail, accurately and fairly reflect its payments, transactions, and disposition of its resources and assets. Seller has the right to audit the transactions related to Reseller’s execution of its obligations under this Section at any time and upon reasonable notice.

(d)In addition to the termination rights otherwise set forth in Section 9.02 , Seller may immediately terminate this Agreement in the event of a violation of this Section by Reseller or if Reseller does not successfully complete periodic due diligence re-screening as required by Seller.

(e) If requested by Seller, Reseller’s officers, director, employees, agents, or any other of its Representative who interact with Government Officials on Seller’s behalf will participate in anti-corruption training which may be provided by Seller.  

(f) If requested by Seller, Reseller shall certify annually its compliance with Anti-Bribery Laws by executing a form supplied by Seller for this purpose.  

(g) Reseller shall disclose to Seller any Sub-Reseller that will be hired or engaged to provide services in connection with this Agreement that will require interaction with any Governmental Authority or Government Official on Seller’s behalf.

(h) Reseller shall be responsible for the observance and performance by its Representatives of this ARTICLE VII, and shall be directly liable to Seller for any breach by its Representatives of this ARTICLE VII. 

VIII. INTELLECTUAL PROPERTY RIGHTS

Section 8.01 Ownership. Subject to the express rights and licenses granted by Seller in this Agreement, Reseller acknowledges and agrees that: 

(a) any and all Seller’s Intellectual Property Rights are the sole and exclusive property of Seller or its licensors; 

(b) Reseller shall not acquire any ownership or license (except as may be expressly provided for herein) interest in any of Seller’s Intellectual Property Rights under this Agreement;

(c) any goodwill derived from the use by Reseller of Seller’s Intellectual Property Rights inures to the benefit of Seller or its licensors, as the case may be;

(d) if Reseller acquires any Intellectual Property Rights in or relating to any product (including any Good) purchased under this Agreement (including any rights in any Trademarks, derivative works, or patent improvements relating thereto), by operation of law, or otherwise, these rights are deemed and are hereby irrevocably assigned to Seller or its licensors, as the case may be, without further action by either Party; and

(e) Reseller shall use Seller’s Intellectual Property Rights solely for the purposes of performing its obligations under this Agreement and only in accordance with this Agreement and the instructions of Seller.

Section 8.02 Seller’s Trademark License Grant. This Agreement does not grant either Party the right to use the other Party’s or their Affiliates’ Trademarks except as set out under this Section 8.02. Subject to the terms and conditions of this Agreement, Seller hereby grants to Reseller a non-exclusive, non-transferable, and non-sublicensable license to use Seller’s Trademarks in the Territory during the Term solely on or in connection with the promotion, advertising, and resale of the Goods in accordance with the terms and conditions of this Agreement. Reseller will promptly discontinue the display or use of any Trademark to change the manner in which a Trademark is displayed or used with regard to the Goods when requested by Seller. Other than the express licenses granted by this Agreement, Seller grants no right or license to Reseller, by implication, estoppel, or otherwise, to the Goods or any Intellectual Property Rights of Seller.

Section 8.03 Prohibited Acts. Reseller shall not:

(a) take any action that interferes with any of Seller’s rights in or to Seller’s Intellectual Property Rights, including Seller’s ownership or exercise thereof;

(b) challenge any right, title, or interest of Seller in or to Seller’s Intellectual Property Rights;

(c) make any claim or take any action adverse to Seller’s ownership of or license rights in or to, Seller’s Intellectual Property Rights;

(d) register or apply for registrations, anywhere in the world, for Seller’s Trademarks or any other Trademark that is similar to Seller’s Trademarks or that incorporates Seller’s Trademarks in whole or in confusingly similar part;

(e) use any mark, anywhere, that is confusingly similar to Seller’s Trademarks;

(f) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the products purchased under this Agreement (including Goods) or any Seller Trademark; 

(g) misappropriate any of Seller’s Trademarks for use as a domain name without prior written consent from Seller;

(h) alter, obscure, or remove any of Seller’s Trademarks or trademark or copyright notices or any other proprietary rights notices placed on the products purchased under this Agreement (including Goods), marketing materials, or other materials that Seller may provide; and

(i) subject to Section 8.02 and Section 8.04, place Seller’s name or any of Seller’s Trademarks:

(i) on, or directly or indirectly in connection with, any place of business or other facility that is not used for, or directly related to, the marketing of the Goods;

(ii) on, or directly or indirectly in connection with, any place of business or other facility that is located outside the Territory;

(iii) on, or directly or indirectly in connection with, signs, letterheads, advertising, or other promotional materials, or otherwise, in a manner that would indicate that Reseller has any place of business or other facility located outside the Territory that is used for or related to the sale of the Goods; or

(iv) in, or directly or indirectly as part of, the trade, corporate, or firm name or style of Reseller or any division, subsidiary, or Affiliate thereof.

Section 8.04 Seller’s Trademark Notices. Reseller shall ensure that all Goods sold by Reseller and all related quotations, specifications, and descriptive literature, and all other materials carrying Seller’s Trademark, are marked with the appropriate trademark notices in accordance with Seller’s instructions.

Section 8.05 No Continuing Rights. On expiration or earlier termination of this Agreement, Reseller’s rights under Section 8.02 and Section 8.04 cease immediately, and Reseller shall immediately cease all display, advertising, promotion, and use of all of Seller’s Trademarks and shall not thereafter use, advertise, promote, or display any trademark, trade name, or product designation or any part thereof that is similar to or confusing with Seller’s Trademarks or with any trademark, trade name, or product designation associated with Seller or any Good.

IX. NO FIXED TERM

Section 9.01 For Resellers governed by these Reseller Terms and Conditions there is no fixed term or renewal period under these Reseller Terms and Conditions. However, Section 13.02 shall apply at all times. The sales relationship exists only for the duration of Seller’s acceptance and fulfillment of individual Purchase Orders. Seller may discontinue accepting Purchase Orders or supplying Goods to the Reseller at any time, with or without cause or notice, and without any liability.

X. PRICE AND PAYMENT

Section 10.01 A) Price and Payment Terms. Reseller shall purchase the Goods from Seller at the prices set out in Seller’s Reseller price list in effect when the Seller accepts the related Purchase Order (“Prices”). Seller shall have the right to change Prices with no notice to, or other obligation to Reseller. Shipping Charges, Insurance, and Taxes. Seller or Reseller shall pay for shipping charges and insurance costs in accordance with the commercial terms selected by the Parties. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Reseller under this Agreement. Reseller is responsible for all charges, costs, and taxes. 

B) Invoice Disputes. Reseller shall Notify Seller in writing of any dispute with any invoice (along with a reasonably detailed dispute description) within 15 Business Days from the date of the invoice.  Reseller will be deemed to have accepted all invoices for which Seller does not receive timely Notice of disputes and shall pay all undisputed amounts due under these invoices within the period set out in Section 10.02. Reseller shall continue performing its obligations under these Reseller Terms and Conditions during any dispute, including Reseller’s obligation to pay all due and undisputed invoice amounts in accordance with these Reseller Terms and Conditions

Section 10.02 Late Payments. Reseller shall pay interest on all late payments, calculated daily, and compounded monthly, at the lesser of the rate of 10% per annum or the highest rate permissible under applicable Law. Reseller shall also reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at Law (which Seller does not waive by the exercise of any rights under these Reseller Terms and Conditions), Seller may (a) suspend the delivery of any Goods if Reseller fails to pay any amounts when due under these Reseller Terms and Conditions 

XI.

Section 11.01 Product Liability Limitation. As regards product liability claims and notwithstanding anything else contained in these Reseller Terms and Conditions , Seller shall not be liable to pay Reseller damages or otherwise reimburse Reseller for product liability claims with an amount that exceeds the limits of Seller’s liability insurance, provided however, that in no event shall Seller’s aggregate liability hereunder exceed US five hundred thousand dollars ($500,000).

XII. INSURANCE

Section 12.01 Insurance. Reseller shall, at its own expense, maintain and carry insurance in full force and effect that includes, but is not limited to, commercial general liability (including product liability) with limits no less than $1 million for each occurrence and $3 million in the aggregate with financially sound and reputable insurers. Upon Seller’s written request, Reseller shall provide Seller with a certificate of insurance and policy endorsements for all insurance coverage required by this Section 12.01 within ten (10) days of the Effective Date and shall not do anything to invalidate such insurance. The certificate of insurance shall name Seller as an additional insured.

XIII. MISCELLANEOUS

Section 13.01 Entire Agreement. These Reseller Terms and Conditions, including and together with any related exhibits, schedules, attachments, and appendices, together with the Purchase Order Transaction Terms, and the Standars Terms and Conditions constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter and shall hereby control all Sales by Seller to Reseller.

Section 13.02 Survival; Limitation of Actions. Subject to the limitations and other provisions of these Reseller Terms and Conditions: (a) the representations and warranties of the Parties contained herein shall survive, notwithstanding Section 9.01; and (b) any provision that, in order to give proper effect to its intent, shall survive notwithstanding Section 9.01.

Section 13.03 Waiver. No waiver by any Party of any of the provisions of these Reseller Terms and Conditions shall be effective unless set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Reseller Terms and Conditions , no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Reseller Terms and Conditions  shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Section 13.04 Cumulative Remedies. All rights and remedies of Seller provided in these Reseller Terms and Conditions are cumulative and not exclusive, and the exercise by Seller of any right or remedy does not preclude the exercise of any other rights or remedies that may now or later be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.

Section 13.05 Assignment. Reseller shall not assign, transfer, delegate, or subcontract any of its rights or obligations under these Reseller Terms and Conditions without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Reseller of any of its obligations hereunder. Seller may at any time assign, transfer, or subcontract any or all of its rights or obligations under these Reseller Terms and Conditions without Reseller’s prior written consent.

Section 13.06 Successors and Assigns. These Reseller Terms and Conditions and the Standard Terms and Conditions are binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns. 

Section 13.07 Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached these Reseller Terms and Conditions , for any failure or delay in fulfilling or performing any term of these Reseller Terms and Conditions  (except for any obligations to make payments to the other Party under these Reseller Terms and Conditions , when and to the extent the failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control (which events may include natural disasters, epidemics or pandemics or other public health crises, embargoes, explosions, riots, wars or acts of invasion or terrorism, requirements of law, national or regional emergency, strikes, labor stoppages or slowdowns, or shortage of adequate power or transportation) (each, a “Force Majeure Event”). A Party shall give the other Party prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. An affected Party shall use all diligent efforts to end the Force Majeure Event, and if possible, ensure that the effects of any Force Majeure Event are minimized, and resume full performance under these Reseller Terms and Conditions.

Section 13.08 No Public Announcements. Unless expressly permitted under these Reseller Terms and Conditions, neither Party shall make any statement (whether oral or in writing) in any press release, external advertising, marketing, or promotion materials regarding the other Party or its business unless (a) it has received the express written consent of the other Party; or (b) it must do so by Law or under the rules of any securities laws or stock exchange to which it is subject.