Directed Supplier is a Supplier that was directed, suggested or otherwise specified by a Directing Buyer. If Supplier is a Directed Supplier: (i) Customer shall pay Supplier for Contract Products only following and to the extent of Customer's actual receipt of payment from a Buyer that directs, suggests or otherwise specifies a supplier for use by Customer (“Directing Buyer”) for Customer's products in which Contract Products are incorporated; (ii) any lengthening of any payment terms by the Directing Buyer shall automatically lengthen the payment terms to Supplier by like amount; (iii) within three (3) business days of any change in price, specifications or other terms negotiated or proposed between Supplier and the Directing Buyer, Supplier shall notify Customer in writing and shall immediately adjust its invoices to reflect any price reduction, provided however that no increase in price shall be binding on Customer without Customer's written consent and a com- mitment by the Directing Buyer to pay Customer a proportionately increased price for Customer's products sold to the Directing Buyer which incorporate Contract Products.
Directed Supplier. If the entity that Buyer or its affiliates, directly or indirectly, sells the Goods, or sell any goods, services, or products which incorporate the Goods, including to any Original Equipment Manufacturer, any tiered supplier to an Original Equipment Manufacturer or any other customer of Buyer (the “Customer”) that directed, recommended, requested, suggested or otherwise identified Seller as the source from which Buyer or its affiliates is to obtain the Goods, then except as set forth in this Contract: (a) at Buyer’s election, Seller will resolve all commercial issues, (including pricing disputes, collection or insolvency risks of Customer or Seller, warranty matters, termination claims, intellectual property matters and production interruptions arising from or relating to the Goods (except in each case to the extent solely caused by Buyer (it being expressly understood that a termination by Buyer of a Customer’s purchase order as a result of Customer’s default is not caused by Buyer)) directly with Customer; (b) any debits claimed by Customer arising from or relating to the Goods will be passed through Buyer to Seller; (c) Buyer will pay Seller for the Goods only following and to the extent of Buyer’s actual receipt of payment from the Customer for the Goods or Buyer’s products in which incorporate the Goods; (d) any lengthening of any payment terms by a Customer shall automatically lengthen the payment terms to Seller equivalently; and
