Common use of Direct Orders Clause in Contracts

Direct Orders. This Section 4.2 applies only to Orders directly with VMware. If you purchase an entitlement to the Service Offering through a VMware channel partner, different terms regarding invoicing, payment, and taxes may apply. 4.2.1 Unless you and we agree otherwise in an Order, (a) charges you incur for using the Service Offering will be governed by the applicable price list at the time of invoicing, and (b) you must pay all undisputed charges no later than 30 days after the date of invoice. If you, in good faith, dispute any charges from VMware, you must provide VMware with written notice of that dispute within 30 days of the date of the applicable invoice. The notice must specify the basis of your dispute. We will negotiate with you in good faith to resolve the dispute as soon as reasonably practicable. We will not suspend or terminate your access to the Service Offering as a result of any unpaid disputed charges while you and we are negotiating in good faith to resolve that dispute. 4.2.2 Service Offering fees are exclusive of Taxes. You must pay or reimburse us for all Taxes arising out of the transactions contemplated by the Agreement. If you are required to withhold any Tax from your payment to us, you must gross up your payment so that we receive all sums due in full and free of any deductions. If you are required to pay any Taxes to a taxing authority, you must also provide documentation to us showing that you paid those Taxes. Your contact information provided for the Service Offering or your payment method will be deemed the place of supply for sales tax, income tax, and VAT purposes.

Direct Orders. This Section 4.2 applies only to Orders directly with VMware. If you purchase an entitlement to the Service Offering through a VMware channel partner, different terms regarding invoicing, payment, and taxes may apply. 4.2.1 Unless you and we agree otherwise in an Order, (a) charges you incur for using the Service Offering will be governed by the applicable price list at the time of invoicing, and (b) you must pay all undisputed charges no later than 30 days after the date of invoice. If you, in good faith, dispute any charges from VMware, you must provide VMware with written notice of that dispute within 30 days of the date of the applicable invoice. The notice must specify the basis of your dispute. We will negotiate with you in good faith to resolve the dispute as soon as reasonably practicable. We will not suspend or terminate your access to the Service Offering as a result of any unpaid disputed charges while you and we are negotiating in good faith to resolve that dispute.dispute.‌ 4.2.2 Service Offering fees are exclusive of Taxes. You must pay or reimburse us for all Taxes arising out of the transactions contemplated by the Agreement. If you are required to withhold any Tax from your payment to us, you must gross up your payment so that we receive all sums due in full and free of any deductions. If you are required to pay any Taxes to a taxing authority, you must also provide documentation to us showing that you paid those Taxes. Your contact information provided for the Service Offering or your payment method will be deemed the place of supply for sales tax, income tax, and VAT purposes.