Common use of Fees and Payment Terms Clause in Contracts

Fees and Payment Terms. 4.1 Prices and/or fees quoted by Grass Valley are exclusive of any taxes, (including any Value Added Tax where applicable), levies, duties, or other governmental charges, shipping, and insurance. 4.2 Any and all taxes, (including any value added tax where applicable), levies, duties and governmental or other charges of any nature, present or future, imposed on Grass Valley or which Grass Valley has a duty to collect in connection with the sale, delivery, or use of any Product, Services or Support Services will appear as separate items on the invoice. If Customer is required by law to withhold any amount of tax from its payment to Grass Valley, the amounts otherwise payable hereunder shall be grossed up so that Grass Valley receives the same net amount it would otherwise have been entitled to receive and the parties will take all reasonable steps to minimize such withholding tax. 4.3 Customer understands that Customer may receive multiple invoices from Grass Valley for Support Services Customer ordered. Grass Valley’s standard invoice payment terms are net thirty (30) calendar days of the date of invoice unless otherwise agreed to in writing by the parties. Support Services fees are invoiced annually in advance. In the event Customer fails to pay Grass Valley’s invoice in full in due time, Grass Valley shall be entitled to suspend the performance of its obligations until Customer has paid all amounts due. All overdue payments also shall be subject to a late payment interest at the rate of one and one-half percent (1.5%) per month (or the maximum allowable by law) from the due date until the date when all outstanding payments have been made in full. Customer agrees to pay any third-party collection expenses, including attorneys' fees, incurred by Grass Valley to collect any unpaid amounts. All payments shall be made in the currency specified in Grass Valley’s Proposal. 4.4 All payment terms are subject to prior credit approval by Grass Valley. Grass Valley may reject any Purchase Order, change its credit terms, suspend performance or cancel any accepted Purchase Order, in its sole discretion when, in Grass Valley’s reasonable determination, Customer’s financial condition or record of payment so warrants, or Grass Valley’s internal booking or debooking policy so warrants. In addition, Grass Valley reserves the right to cancel or amend any accepted Purchase Order if for any reason it becomes unable to fulfill Customer’s Purchase Order. In each such case, notice of Grass Valley’s action will be promptly given to Customer. The amendment or cancelation will be deemed accepted by Customer unless rejected by Customer within ten (10) calendar days of the date of such amendment or cancelation. If Customer chooses to reject the amendment or cancellation, Grass Valley may terminate the related Proposal without further liability. Grass Valley is not obligated to sell to Customer any Product, Service or Support Service ordered by Customer until such time as Grass Valley has accepted the applicable Purchase Order. Acceptance of a Purchase Order by Grass Valley shall be (a) by general acknowledgement transmitted by facsimile or electronic mail, or (b) by commencement of performance by Grass Valley. Before accepting a Purchase Order Grass Valley may require to receive a signed original of the Proposal, Support Agreement or Purchase Order. For Purchase Orders relating to the replacement of an Exchange Component (as defined below) under an Advance Exchange Hardware service agreed to by Grass Valley pursuant to Customer purchased GV Foundation, GV Prime, and GV Prime Plus Support Agreement or other Proposal/Contract specifically providing for the same, upon receipt of the Exchange Component, Customer has thirty (30) calendar days to tender the defective component to the return carrier for shipment to Grass Valley’s service center. If Customer fails to return the defective component to the specified carrier, Customer will be invoiced for the Exchange Component at its then current Grass Valley published list price. Such failure also may be grounds to suspend any future Advance Exchange Hardware service, until such outstanding defective component is returned to Grass Valley.

Fees and Payment Terms. 4.1 Prices and/or fees quoted by Grass Valley are exclusive of any taxes, (including any Value Added Tax value added tax where applicable), levies, duties, or other governmental charges, shipping, and insurance. 4.2 Any and all taxes, (including any value added tax where applicable), levies, duties and governmental or other charges of any nature, present or future, imposed on Grass Valley or which Grass Valley has a duty to collect in connection with the sale, delivery, or use of any Product, Services or Support Services will appear as separate items on the invoice. If Customer is required by law to withhold any amount of tax from its payment to Grass Valley, the amounts otherwise payable hereunder shall be grossed up so that Grass Valley receives the same net amount it would otherwise have been entitled to receive and the parties will take all reasonable steps to minimize such withholding tax. 4.3 Customer understands that Customer may receive multiple invoices from Grass Valley for Support Services Customer ordered. Grass Valley’s standard invoice payment terms are net thirty (30) calendar days of the date of invoice unless otherwise agreed to in writing by the parties. Support Services fees are invoiced annually in advance. In the event Customer fails to pay Grass Valley’s invoice in full in due time, Grass Valley shall be entitled to suspend the performance of its obligations until Customer has paid all amounts due. All overdue payments also shall be subject to a late payment interest at the rate of one and one-half percent (1.5%) per month (or the maximum allowable by law) from the due date until the date when all outstanding payments have been made in full. Customer agrees to pay any third-party collection expenses, including attorneys' fees, incurred by Grass Valley to collect any unpaid amounts. All payments shall be made in the currency specified in Grass Valley’s Proposal. 4.4 All payment terms are subject to prior credit approval by Grass Valley. Grass Valley may reject any Purchase Order, change its credit terms, suspend performance or cancel any accepted Purchase Order, in its sole discretion when, in Grass Valley’s reasonable determination, Customer’s financial condition or record of payment so warrants, or Grass Valley’s internal booking or debooking policy so warrants. In addition, Grass Valley reserves the right to cancel or amend any accepted Purchase Order if for any reason it becomes unable to fulfill Customer’s Purchase Order. In each such case, notice of Grass Valley’s action will be promptly given to Customer. The amendment or cancelation will be deemed accepted by Customer unless rejected by Customer within ten (10) calendar days of the date of such amendment or cancelation. If Customer chooses to reject the amendment or cancellation, Grass Valley may terminate the related Proposal without further liability. Grass Valley is not obligated to sell to Customer any Product, Service or Support Service ordered by Customer until such time as Grass Valley has accepted the applicable Purchase Order. Acceptance of a Purchase Order by Grass Valley shall be (a) by general acknowledgement transmitted by facsimile or electronic mail, or (b) by commencement of performance by Grass Valley. Before accepting a Purchase Order Grass Valley may require to receive a signed original of the Proposal, Support Agreement or Purchase Order. For Purchase Orders relating to the replacement of an Exchange Component (as defined below) under an Advance Exchange Hardware service agreed to by Grass Valley pursuant to Customer purchased GV Foundation, GV Prime, and GV Prime Plus Support Agreement or other Proposal/Contract specifically providing for the same, upon receipt of the Exchange Component, Customer has thirty (30) calendar days to tender the defective component to the return carrier for shipment to Grass Valley’s service center. If Customer fails to return the defective component to the specified carrier, Customer will be invoiced for the Exchange Component at its then current Grass Valley published list price. Such failure also may be grounds to suspend any future Advance Exchange Hardware service, until such outstanding defective component is returned to Grass Valley.

Fees and Payment Terms. 4.1 Prices and/or fees quoted by Grass Valley are exclusive of any taxes, (including any Value Added Tax where applicable), levies, duties, or other governmental charges, shipping, and insurance. 4.2 Any and all taxes, (including any value added tax where applicable), levies, duties and governmental or other charges of any nature, present or future, imposed on Grass Valley or which Grass Valley has a duty to collect in connection with the sale, delivery, or use of any Product, Services or Support Services will appear as separate items on the invoice. If Customer is required by law to withhold any amount of tax from its payment to Grass Valley, the amounts otherwise payable hereunder shall be grossed up so that Grass Valley receives the same net amount it would otherwise have been entitled to receive and the parties will take all reasonable steps to minimize such withholding tax. 4.3 Customer understands that Customer may receive multiple invoices from Grass Valley for Support Services Customer ordered. Grass Valley’s standard invoice payment terms are net thirty (30) calendar days of the date of invoice unless otherwise agreed to in writing by the parties. Support Services fees are invoiced annually in advance. In the event Customer fails to pay Grass Valley’s invoice in full in due time, Grass Valley shall be entitled to suspend the performance of its obligations until Customer has paid all amounts due. All overdue payments also shall be subject to a late payment interest at the rate of one and one-half percent (1.5%) per month (or the maximum allowable by law) from the due date until the date when all outstanding payments have been made in full. Customer agrees to pay any third-party collection expenses, including attorneys' fees, incurred by Grass Valley to collect any unpaid amounts. All payments shall be made in the currency specified in Grass Valley’s Proposal. 4.4 All payment terms are subject to prior credit approval by Grass Valley. Grass Valley may reject any Purchase Order, change its credit terms, suspend performance or cancel any accepted Purchase Order, in its sole discretion when, in Grass Valley’s reasonable determination, Customer’s financial condition or record of payment so warrants, or Grass Valley’s internal booking or debooking policy so warrants. In addition, Grass Valley reserves the right to cancel or amend any accepted Purchase Order if for any reason it becomes unable to fulfill Customer’s Purchase Order. In each such case, notice of Grass Valley’s action will be promptly given to Customer. The amendment or cancelation will be deemed accepted by Customer unless rejected by Customer within ten (10) calendar days of the date of such amendment or cancelation. If Customer chooses to reject the amendment or cancellation, Grass Valley may terminate the related Proposal without further liability. Grass Valley is not obligated to sell to Customer any Product, Service or Support Service ordered by Customer until such time as Grass Valley has accepted the applicable Purchase Order. Acceptance of a Purchase Order by Grass Valley shall be (a) by general acknowledgement transmitted by facsimile or electronic mail, or (b) by commencement of performance by Grass Valley. Before accepting a Purchase Order Grass Valley may require to receive a signed original of the Proposal, Support Agreement or Purchase Order. For Purchase Orders relating to the replacement of an discrete, identifiable, serial numbered components that can be shipped as a complete component (“Exchange Component (as defined belowComponent”) under an Advance Exchange Hardware service agreed to by Grass Valley pursuant to Customer purchased GV Foundation, GV Prime, and GV Prime Plus Support Agreement or other Proposal/Contract specifically providing for the same, upon receipt of the Exchange Component, Customer has thirty (30) calendar days to tender the defective component to the return carrier for shipment to Grass Valley’s service center. If Customer fails to return the defective component to the specified carrier, Customer will be invoiced for the Exchange Component at its then current Grass Valley published list price. Such failure also may be grounds to suspend any future Advance Exchange Hardware service, until such outstanding defective component is returned to Grass Valley.

Fees and Payment Terms. 4.1 2.1 Prices and/or fees quoted by Grass Valley are exclusive of any taxes, (including any Value Added Tax where applicable), levies, duties, or other governmental charges, shipping, and insurance. 4.2 2.2 Any and all taxes, (including any value added tax where applicable), levies, duties and governmental or other charges of any nature, present or future, imposed on Grass Valley or which Grass Valley has a duty to collect in connection with the sale, delivery, or use of any Product, Services or Support Services will appear as separate items on the invoice. If Customer is required by law to withhold any amount of tax from its payment to Grass Valley, the amounts otherwise payable hereunder shall be grossed up so that Grass Valley receives the same net amount it would otherwise have been entitled to receive and the parties will take all reasonable steps to minimize such withholding tax. 4.3 2.3 Customer understands that Customer may receive multiple invoices from Grass Valley for the Products, Services, and/or Support Services Services, Customer ordered. Upon each shipment of Hardware and/or delivery of Software (whether by physical delivery of media or electronic download), Grass Valley will issue an invoice to Customer’s address specified in the Purchase Order. Embedded Software will not be subject to separate Software license fees unless set forth in the Proposal/Contract. Grass Valley’s standard invoice payment terms are net thirty (30) calendar days of the date of invoice unless otherwise specified in the applicable Proposal/Contract or otherwise agreed to in writing by the parties, regardless of when the Products are placed into service or whether ancillary commissioning or related services have been offered or performed by Grass Valley. Where prepayments or advance deposits are required as specified in the Proposal/Contract or otherwise agreed to in writing by the parties, such prepayments or advance deposits shall be due immediately upon issuance of the Purchase Order by Customer to Grass Valley or immediately upon receipt by Customer of the applicable invoice from Grass Valley. For Services (including but not limited to training Services), invoices will be issued in advance of performance of the Services and at the time of first Hardware shipment or Software delivery, unless otherwise specified in the Proposal/Contract. Customer shall be fully responsible for any actual third party costs, penalties or charges resulting from Services which are cancelled by the Customer after scheduling and prior to performance. Support Services fees are invoiced annually in advanceadvance as more specifically set forth in Section 10. In the event Customer fails to pay Grass Valley’s invoice in full in due time, Grass Valley shall be entitled to suspend the performance of its obligations until Customer has paid all amounts due. All overdue payments also shall be subject to a late payment interest at the rate of one and one-half percent (1.5%) per month (or the maximum allowable by law) from the due date until the date when all outstanding payments have been made in full. Customer agrees to pay any third-party collection expenses, including attorneys' fees, incurred by Grass Valley to collect any unpaid amounts. All payments shall be made in the currency specified in Grass Valley’s Proposal/Contract. 4.4 2.4 All payment terms are subject to prior credit approval by Grass Valley. Grass Valley may reject any Purchase Order, change its credit terms, suspend performance or cancel any accepted Purchase Order, in its sole discretion when, in Grass Valley’s reasonable determination, Customer’s financial condition or record of payment so warrants, or Grass Valley’s internal booking or debooking policy so warrants. In addition, Grass Valley reserves the right to cancel or amend any accepted Purchase Order if for any reason it becomes unable to fulfill Customer’s Purchase Order. In each such case, notice of Grass Valley’s action will be promptly given to Customer. The amendment or cancelation will be deemed accepted by Customer unless rejected by Customer within ten (10) calendar days of the date of such amendment or cancelation. If Customer chooses to reject the amendment or cancellation, Grass Valley may terminate the related Proposal Proposal/Contract or SOW without further liability. Grass Valley is not obligated to sell to Customer any Product, Service or Support Service ordered by Customer until such time as Grass Valley has accepted the applicable Purchase Order. Acceptance of a Purchase Order by Grass Valley shall be (a) by general acknowledgement transmitted by facsimile or electronic mail, or (b) by commencement of performance by Grass Valley. Before accepting a Purchase Order Grass Valley may require to receive a signed original of the Proposal, Support Agreement Contract or Purchase Order. For Purchase Orders relating to the replacement of an Exchange Component (as defined below) under an Advance Exchange Hardware service agreed to by Grass Valley pursuant to Customer purchased GV Foundation, GV Prime, and GV Prime Plus Support Agreement or other Proposal/Contract specifically providing for the same, upon receipt of the Exchange Component, Customer has thirty (30) calendar days to tender the defective component to the return carrier for shipment to Grass Valley’s service center. If Customer fails to return the defective component to the specified carrier, Customer will be invoiced for the Exchange Component at its then current Grass Valley published list price. Such failure also may be grounds to suspend any future Advance Exchange Hardware service, until such outstanding defective component is returned to Grass Valley.

Fees and Payment Terms. 4.1 2.1 Prices and/or fees quoted by Grass Valley are exclusive of any taxes, (including any Value Added Tax where applicable), levies, duties, or other governmental charges, shipping, and insurance. 4.2 2.2 Any and all taxes, (including any value added tax where applicable), levies, duties and governmental or other charges of any nature, present or future, imposed on Grass Valley or which Grass Valley has a duty to collect in connection with the sale, delivery, or use of any Product, Services or Support Services will appear as separate items on the invoice. If Customer is required by law to withhold any amount of tax from its payment to Grass Valley, the amounts otherwise payable hereunder shall be grossed up so that Grass Valley receives the same net amount it would otherwise have been entitled to receive and the parties will take all reasonable steps to minimize such withholding tax. 4.3 2.3 Customer understands that Customer may receive multiple invoices from Grass Valley for the Products, Services, and/or Support Services Services, Customer ordered. Upon each shipment of Hardware and/or delivery of Software (whether by physical delivery of media or electronic download), Grass Valley will issue an invoice to Customer’s address specified in the Purchase Order. Embedded Software will not be subject to separate Software license fees unless set forth in the Proposal/Contract. Grass Valley’s standard invoice payment terms are net thirty (30) calendar days of the date of invoice unless otherwise specified in the applicable Proposal/Contract or otherwise agreed to in writing by the parties, regardless of when the Products are placed into service or whether ancillary commissioning or related services have been offered or performed by Grass Valley. Where prepayments or advance deposits are required as specified in the Proposal/Contract or otherwise agreed to in writing by the parties, such prepayments or advance deposits shall be due immediately upon issuance of the Purchase Order by Customer to Grass Valley or immediately upon receipt by Customer of the applicable invoice from Grass Valley. For Services (including but not limited to training Services), invoices will be issued in advance of performance of the Services and at the time of first Hardware shipment or Software delivery, unless otherwise specified in the Proposal/Contract. Customer shall be fully responsible for any actual third party costs, penalties or charges resulting from Services which are cancelled by the Customer after scheduling and prior to performance. Support Services fees are invoiced annually in advanceadvance as more specifically set forth in Section 10. In the event Customer fails to pay Grass Valley’s invoice in full in due time, Grass Valley shall be entitled to suspend the performance of its obligations until Customer has paid all amounts due. All overdue payments also shall be subject to a late payment interest at the rate of one and one-half percent (1.5%) per month (or the maximum allowable by law) from the due date until the date when all outstanding payments have been made in full. Customer agrees to pay any third-party collection expenses, including attorneys' fees, incurred by Grass Valley to collect any unpaid amounts. All payments shall be made in the currency specified in Grass Valley’s Proposal/Contract. 4.4 2.4 All payment terms are subject to prior credit approval by Grass Valley. Grass Valley may reject any Purchase Order, change its credit terms, suspend performance or cancel any accepted Purchase Order, in its sole discretion when, in Grass Valley’s reasonable determination, Customer’s financial condition or record of payment so warrants, or Grass Valley’s internal booking or debooking policy so warrants. In addition, Grass Valley reserves the right to cancel or amend any accepted Purchase Order if for any reason it becomes unable to fulfill Customer’s Purchase Order. In each such case, notice of Grass Valley’s action will be promptly given to Customer. The amendment or cancelation will be deemed accepted by Customer unless rejected by Customer within ten (10) calendar days of the date of such amendment or cancelation. If Customer chooses to reject the amendment or cancellation, Grass Valley may terminate the related Proposal Proposal/Contract or SOW without further liability. Grass Valley is not obligated to sell to Customer any Product, Service or Support Service ordered by Customer until such time as Grass Valley has accepted the applicable Purchase Order. Acceptance of a Purchase Order by Grass Valley shall be (a) by general acknowledgement transmitted by facsimile or electronic mail, or (b) by commencement of performance by Grass Valley. Before accepting a Purchase Order Grass Valley may require to receive a signed original of the Proposal, Support Agreement Contract or Purchase Order. For Purchase Orders relating to the replacement of an Exchange Component (as defined below) under an Advance Exchange Hardware service agreed to by Grass Valley pursuant to Customer purchased GV Foundation, GV Prime, and GV Prime Plus Support Agreement or other Proposal/Contract specifically providing for the same, upon receipt of the Exchange Component, Customer has thirty (30) calendar days to tender the defective component to the return carrier for shipment to Grass Valley’s service center. If Customer fails to return the defective component to the specified carrier, Customer will be invoiced for the Exchange Component at its then current Grass Valley published list price. Such failure also may be grounds to suspend any future Advance Exchange Hardware service, until such outstanding defective component is returned to Grass Valley.

Fees and Payment Terms. 4.1 2.1 Prices and/or fees quoted by Grass Valley are exclusive of any taxes, (including any Value Added Tax where applicable), levies, duties, or other governmental charges, shipping, and insurance. 4.2 2.2 Any and all taxes, (including any value added tax where applicable), levies, duties and governmental or other charges of any nature, present or future, imposed on Grass Valley or which Grass Valley has a duty to collect in connection with the sale, delivery, or use of any Product, Services or Support Services will appear as separate items on the invoice. If Customer is required by law to withhold any amount of tax from its payment to Grass Valley, the amounts otherwise payable hereunder shall be grossed up so that Grass Valley receives the same net amount it would otherwise have been entitled to receive and the parties will take all reasonable steps to minimize such withholding tax. 4.3 2.3 Customer understands that Customer may receive multiple invoices from Grass Valley for the Products, Services, and/or Support Services Services, Customer ordered. Upon each shipment of Hardware and/or delivery of Software (whether by physical delivery of media or electronic download), Grass Valley will issue an invoice to Customer’s address specified in the Purchase Order. Embedded Software will not be subject to separate Software license fees unless set forth in the Proposal/Contract. Grass Valley’s standard invoice payment terms are net thirty (30) calendar days of the date of invoice unless otherwise specified in the applicable Proposal/Contract or otherwise agreed to in writing by the parties, regardless of when the Products are placed into service or whether ancillary commissioning or related services have been offered or performed by Grass Valley. For Services (including but not limited to training Services), invoices will be issued in advance of performance of the Services and at the time of first Hardware shipment or Software delivery, unless otherwise specified in the Proposal/Contract. Customer shall be fully responsible for any actual third party costs, penalties or charges resulting from Services which are cancelled by the Customer after scheduling and prior to performance. Support Services fees are invoiced annually in advanceadvance as more specifically set forth in Section 10. In the event Customer fails to pay Grass Valley’s invoice in full in due time, Grass Valley shall be entitled to suspend the performance of its obligations until Customer has paid all amounts due. All overdue payments also shall be subject to a late payment interest at the rate of one and one-half percent (1.5%) per month (or the maximum allowable by law) from the due date until the date when all outstanding payments have been made in full. Customer agrees to pay any third-party collection expenses, including attorneys' fees, incurred by Grass Valley to collect any unpaid amounts. All payments shall be made in the currency specified in Grass Valley’s Proposal/Contract. 4.4 2.4 All payment terms are subject to prior credit approval by Grass Valley. Grass Valley may reject any Purchase Order, change its credit terms, suspend performance or cancel any accepted Purchase Order, in its sole discretion when, in Grass Valley’s reasonable determination, Customer’s financial condition or record of payment so warrants, or Grass Valley’s internal booking or debooking policy so warrants. In addition, Grass Valley reserves the right to cancel or amend any accepted Purchase Order if for any reason it becomes unable to fulfill Customer’s Purchase Order. In each such case, notice of Grass Valley’s action will be promptly given to Customer. The amendment or cancelation will be deemed accepted by Customer unless rejected by Customer within ten (10) calendar days of the date of such amendment or cancelation. If Customer chooses to reject the amendment or cancellation, Grass Valley may terminate the related Proposal Proposal/Contract or SOW without further liability. Grass Valley is not obligated to sell to Customer any Product, Service or Support Service ordered by Customer until such time as Grass Valley has accepted the applicable Purchase Order. Acceptance of a Purchase Order by Grass Valley shall be (a) by general acknowledgement transmitted by facsimile or electronic mail, or (b) by commencement of performance by Grass Valley. Before accepting a Purchase Order Grass Valley may require to receive a signed original of the Proposal, Support Agreement Contract or Purchase Order. For Purchase Orders relating to the replacement of an Exchange Component (as defined below) under an Advance Exchange Hardware service agreed to by Grass Valley pursuant to Customer purchased GV Foundation, GV Prime, and GV Prime Plus Support Agreement or other Proposal/Contract specifically providing for the same, upon receipt of the Exchange Component, Customer has thirty (30) calendar days to tender the defective component to the return carrier for shipment to Grass Valley’s service center. If Customer fails to return the defective component to the specified carrier, Customer will be invoiced for the Exchange Component at its then current Grass Valley published list price. Such failure also may be grounds to suspend any future Advance Exchange Hardware service, until such outstanding defective component is returned to Grass Valley.

Fees and Payment Terms. 4.1 2.1 Prices and/or fees quoted by Grass Valley are exclusive of any taxes, (including any Value Added Tax where applicable), levies, duties, or other governmental charges, shipping, and insurance. 4.2 2.2 Any and all taxes, (including any value added tax where applicable), levies, duties and governmental or other charges of any nature, present or future, imposed on Grass Valley or which Grass Valley has a duty to collect in connection with the sale, delivery, or use of any Product, Services or Support Services will appear as separate items on the invoice. If Customer is required by law to withhold any amount of tax from its payment to Grass Valley, the amounts otherwise payable hereunder shall be grossed up so that Grass Valley receives the same net amount it would otherwise have been entitled to receive and the parties will take all reasonable steps to minimize such withholding tax. 4.3 2.3 Customer understands that Customer may receive multiple invoices from Grass Valley for the Products, Services, and/or Support Services Services, Customer ordered. Upon each shipment of Hardware and/or delivery of Software (whether by physical delivery of media or electronic download), Grass Valley will issue an invoice to Customer’s address specified in the Purchase Order. Embedded Software will not be subject to separate Software license fees unless set forth in the Proposal/Contract. Grass Valley’s standard invoice payment terms are net thirty (30) calendar days of the date of invoice unless otherwise specified in the applicable Proposal/Contract or otherwise agreed to in writing by the parties, regardless of when the Products are placed into service or whether ancillary commissioning or related services have been offered or performed by Grass Valley. For Services (including but not limited to training Services), invoices will be issued in advance of performance of the Services and at the time of first Hardware shipment or Software delivery, unless otherwise specified in the Proposal/Contract. Customer shall be fully responsible for any actual third party costs, penalties or charges resulting from Services which are cancelled by the Customer after scheduling and prior to performance. Support Services fees are invoiced annually in advanceadvance as more specifically set forth in Section 10. In the event Customer fails to pay Grass Valley’s invoice in full in due time, Grass Valley shall be entitled to suspend the performance of its obligations until Customer has paid all amounts due. All overdue payments also shall be subject to a late payment interest at the rate of one and one-half percent (1.5%) per month (or the maximum allowable by law) from the due date until the date when all outstanding payments have been made in full. Customer agrees to pay any third-party collection expenses, including attorneys' fees, incurred by Grass Valley to collect any unpaid amounts. All payments shall be made in the currency specified in Grass Valley’s Proposal/Contract. 4.4 2.4 All payment terms are subject to prior credit approval by Grass Valley. Grass Valley may reject any Purchase Order, change its credit terms, suspend performance or cancel any accepted Purchase Order, in its sole discretion when, in Grass Valley’s reasonable determination, Customer’s financial condition or record of payment so warrants, or Grass Valley’s internal booking or debooking policy so warrants. In addition, Grass Valley reserves the right to cancel or amend any accepted Purchase Order if for any reason it becomes unable to fulfill Customer’s Purchase Order. In each such case, notice of Grass Valley’s action will be promptly given to Customer. The amendment or cancelation will be deemed accepted by Customer unless rejected by Customer within ten (10) calendar days of the date of such amendment or cancelation. If Customer chooses to reject the amendment or cancellation, Grass Valley may terminate the related Proposal Proposal/Contract or SOW without further liability. Grass Valley is not obligated to sell to Customer any Product, Service or Support Service ordered by Customer until such time as Grass Valley has accepted the applicable Purchase Order. Acceptance of a Purchase Order by Grass Valley shall be (a) by general acknowledgement transmitted by facsimile or electronic mail, or (b) by commencement of performance by Grass Valley. Before accepting a Purchase Order Grass Valley may require to receive a signed original of the Proposal, Support Agreement Contract or Purchase Order. For Purchase Orders relating to the replacement of an Exchange Component (as defined below) under an Advance Exchange Hardware service agreed to by Grass Valley pursuant to Customer purchased GV Foundation, GV Prime, and GV Prime Plus Support Agreement or other Proposal/Contract specifically providing for the same, upon receipt of the Exchange Component, Customer has thirty (30) calendar days to tender the defective component to the return carrier for shipment to Grass Valley’s service center. If Customer fails to return the defective component to the specified carrier, Customer will be invoiced for the Exchange Component at its then current Grass Valley published list price. Such failure also may be grounds to suspend any future Advance Exchange Hardware service, until such outstanding defective component is returned to Grass Valley.

Fees and Payment Terms. 4.1 Prices and/or fees quoted by Grass Valley are exclusive of any taxes, taxes (including any Value Added Tax where applicable), levies, duties, or other governmental charges, shipping, and insurance. 4.2 Any and all taxes, taxes (including any value added tax where applicable), levies, duties and governmental or other charges of any nature, present or future, imposed on Grass Valley or which Grass Valley has a duty to collect in connection with the sale, delivery, or use of any Product, Services or Support Services will appear as separate items on the invoice. If Customer is required by law to withhold any amount of tax from its payment to Grass Valley, the amounts otherwise payable hereunder shall be grossed up so that Grass Valley receives the same net amount it would otherwise have been entitled to receive and the parties will take all reasonable steps to minimize such withholding tax. 4.3 Customer understands that Customer may receive multiple invoices from Grass Valley for Support Services Customer ordered. Grass Valley’s standard invoice payment terms are net thirty (30) calendar days of the date of invoice unless otherwise agreed to in writing by the parties. Support Services fees are invoiced annually in advance. In the event Customer fails to pay Grass Valley’s invoice in full in due time, Grass Valley shall be entitled to suspend the performance of its obligations until Customer has paid all amounts due. All overdue payments also shall be subject to a late payment interest at the rate of one and one-half percent (1.5%) per month (or the maximum allowable by law) from the due date until the date when all outstanding payments have been made in full. Customer agrees to pay any third-party collection expenses, including attorneys' fees, incurred by Grass Valley to collect any unpaid amounts. All payments shall be made in the currency specified in Grass Valley’s Proposal. 4.4 All payment terms are subject to prior credit approval by Grass Valley. Grass Valley may reject any Purchase Order, change its credit terms, suspend performance performance, or cancel any accepted Purchase Order, in its sole discretion when, in Grass Valley’s reasonable determination, Customer’s financial condition or record of payment so warrants, or Grass Valley’s internal booking or debooking de- booking policy so warrants. In addition, Grass Valley reserves the right to cancel or amend any accepted Purchase Order if for any reason it becomes unable to fulfill Customer’s Purchase Order. In each such case, notice of Grass Valley’s action will be promptly given to Customer. The amendment or cancelation will be deemed accepted by Customer unless rejected by Customer within ten (10) calendar days of the date of such amendment or cancelation. If Customer chooses to reject the amendment or cancellation, Grass Valley may terminate the related Proposal without further liability. Grass Valley is not obligated to sell to Customer any Product, Service or Support Service ordered by Customer until such time as Grass Valley has accepted the applicable Purchase Order. Acceptance of a Purchase Order by Grass Valley shall be (a) by general acknowledgement transmitted by facsimile or electronic mail, or (b) by commencement of performance by Grass Valley. Before accepting a Purchase Order Grass Valley may require to receive a signed original of the Proposal, Support Agreement or Purchase Order. For Purchase Orders relating to the replacement of an Exchange Component (as defined below) under an Advance Exchange Hardware service agreed to by Grass Valley pursuant to Customer purchased GV Foundation, GV Prime, and GV Prime Plus Support Agreement or other Proposal/Contract specifically providing for the same, upon receipt of the Exchange Component, Customer has thirty (30) calendar days to tender the defective component to the return carrier for shipment to Grass Valley’s service center. If Customer fails to return the defective component to the specified carrier, Customer will be invoiced for the Exchange Component at its then current Grass Valley published list price. Such failure also may be grounds to suspend any future Advance Exchange Hardware service, until such outstanding defective component is returned to Grass Valley.

Fees and Payment Terms. 4.1 2.1 Prices and/or fees quoted by Grass Valley are exclusive of any taxes, (including any Value Added Tax value added tax where applicable), levies, duties, or other governmental charges, shipping, and insurance. 4.2 2.2 Any and all taxes, (including any value added tax where applicable), levies, duties and governmental or other charges of any nature, present or future, imposed on Grass Valley or which Grass Valley has a duty to collect in connection with the sale, delivery, or use of any Product, Services or Support Services will appear as separate items on the invoice. If Customer is required by law to withhold any amount of tax from its payment to Grass Valley, the amounts otherwise payable hereunder shall be grossed up so that Grass Valley receives the same net amount it would otherwise have been entitled to receive and the parties will take all reasonable steps to minimize such withholding tax. 4.3 2.3 Customer understands that Customer may receive multiple invoices from Grass Valley for the Products, Services, and/or Support Services Services, Customer ordered. Upon each shipment of Hardware and/or delivery of Software (whether by physical delivery of media or electronic download), Grass Valley will issue an invoice to Customer’s address specified in the Purchase Order. Embedded Software will not be subject to separate Software license fees unless set forth in the Proposal/Contract. Grass Valley’s standard invoice payment terms are net thirty (30) calendar days of the date of invoice unless otherwise specified in the applicable Proposal/Contract or otherwise agreed to in writing by the parties, regardless of when the Products are placed into service or whether ancillary commissioning or related services have been offered or performed by Grass Valley. For Services (including but not limited to training Services), invoices will be issued in advance of performance of the Services and at the time of first Hardware shipment or Software delivery, unless otherwise specified in the Proposal/Contract. Customer shall be fully responsible for any actual third party costs, penalties or charges resulting from Services which are cancelled by the Customer after scheduling and prior to performance. Support Services fees are invoiced annually in advanceadvance as more specifically set forth in Section 10. In the event Customer fails to pay Grass Valley’s invoice in full in due time, Grass Valley shall be entitled to suspend the performance of its obligations until Customer has paid all amounts due. All overdue payments also shall be subject to a late payment interest at the rate of one and one-half percent (1.5%) per month (or the maximum allowable by law) from the due date until the date when all outstanding payments have been made in full. Customer agrees to pay any third-party collection expenses, including attorneys' fees, incurred by Grass Valley to collect any unpaid amounts. All payments shall be made in the currency specified in Grass Valley’s Proposal/Contract. 4.4 2.4 All payment terms are subject to prior credit approval by Grass Valley. Grass Valley may reject any Purchase Order, change its credit terms, suspend performance or cancel any accepted Purchase Order, in its sole discretion when, in Grass Valley’s reasonable determination, Customer’s financial condition or record of payment so warrants, or Grass Valley’s internal booking or debooking policy so warrants. In addition, Grass Valley reserves the right to cancel or amend any accepted Purchase Order if for any reason it becomes unable to fulfill Customer’s Purchase Order. In each such case, notice of Grass Valley’s action will be promptly given to Customer. The amendment or cancelation will be deemed accepted by Customer unless rejected by Customer within ten (10) calendar days of the date of such amendment or cancelation. If Customer chooses to reject the amendment or cancellation, Grass Valley may terminate the related Proposal Proposal/Contract or SOW without further liability. Grass Valley is not obligated to sell to Customer any Product, Service or Support Service ordered by Customer until such time as Grass Valley has accepted the applicable Purchase Order. Acceptance of a Purchase Order by Grass Valley shall be (a) by general acknowledgement transmitted by facsimile or electronic mail, or (b) by commencement of performance by Grass Valley. Before accepting a Purchase Order Grass Valley may require to receive a signed original of the Proposal, Support Agreement Contract or Purchase Order. For Purchase Orders relating to the replacement of an Exchange Component (as defined below) under an Advance Exchange Hardware service agreed to by Grass Valley pursuant to Customer purchased GV Foundation, GV Prime, and GV Prime Plus Support Agreement or other Proposal/Contract specifically providing for the same, upon receipt of the Exchange Component, Customer has thirty (30) calendar days to tender the defective component to the return carrier for shipment to Grass Valley’s service center. If Customer fails to return the defective component to the specified carrier, Customer will be invoiced for the Exchange Component at its then current Grass Valley published list price. Such failure also may be grounds to suspend any future Advance Exchange Hardware service, until such outstanding defective component is returned to Grass Valley.

Fees and Payment Terms. 4.1 Prices and/or fees quoted by Grass Valley are exclusive of any taxes, (including any Value Added Tax where applicable), levies, duties, or other governmental charges, shipping, and insurance. 4.2 Any and all taxes, (including any value added tax where applicable), levies, duties and governmental or other charges of any nature, present or future, imposed on Grass Valley or which Grass Valley has a duty to collect in connection with the sale, delivery, or use of any Product, Services or Support Services will appear as separate items on the invoice. If Customer is required by law to withhold any amount of tax from its payment to Grass Valley, the amounts otherwise payable hereunder shall be grossed up so that Grass Valley receives the same net amount it would otherwise have been entitled to receive and the parties will take all reasonable steps to minimize such withholding tax. 4.3 Customer understands that Customer may receive multiple invoices from Grass Valley for Support Services Customer ordered. Grass Valley’s standard invoice payment terms are net thirty (30) calendar days of the date of invoice unless otherwise agreed to in writing by the parties. Support Services fees are invoiced annually in advance. In the event Customer fails to pay Grass Valley’s invoice in full in due time, Grass Valley shall be entitled to suspend the performance of its obligations until Customer has paid all amounts due. All overdue payments also shall be subject to a late payment interest at the rate of one and one-half percent (1.5%) per month (or the maximum allowable by law) from the due date until the date when all outstanding payments have been made in full. Customer agrees to pay any third-party collection expenses, including attorneys' fees, incurred by Grass Valley to collect any unpaid amounts. All payments shall be made in the currency specified in Grass Valley’s Proposal. 4.4 All payment terms are subject to prior credit approval by Grass Valley. Grass Valley may reject any Purchase Order, change its credit terms, suspend performance or cancel any accepted Purchase Order, in its sole discretion when, in Grass Valley’s reasonable determination, Customer’s financial condition or record of payment so warrants, or Grass Valley’s internal booking or debooking policy so warrants. In addition, Grass Valley reserves the right to cancel or amend any accepted Purchase Order if for any reason it becomes unable to fulfill Customer’s Purchase Order. In each such case, notice of Grass Valley’s action will be promptly given to Customer. The amendment or cancelation will be deemed accepted by Customer unless rejected by Customer within ten (10) calendar days of the date of such amendment or cancelation. If Customer chooses to reject the amendment or cancellation, Grass Valley may terminate the related Proposal without further liability. Grass Valley is not obligated to sell to Customer any Product, Service or Support Service ordered by Customer until such time as Grass Valley has accepted the applicable Purchase Order. Acceptance of a Purchase Order by Grass Valley shall be (a) by general acknowledgement transmitted by facsimile or electronic mail, or (b) by commencement of performance by Grass Valley. Before accepting a Purchase Order Grass Valley may require to receive a signed original of the Proposal, Support Agreement or Purchase Order. For Purchase Orders relating to the replacement of an Exchange Component (as defined below) under an Advance Exchange Hardware service agreed to by Grass Valley pursuant to Customer purchased GV Foundation, GV Prime, and GV Prime Plus Support Agreement or other Proposal/Contract specifically providing for the same, upon receipt of the Exchange Component, Customer has thirty (30) calendar days to tender the defective component to the return carrier for shipment to Grass Valley’s service center. If Customer fails to return the defective component to the specified carrier, Customer will be invoiced for the Exchange Component at its then current Grass Valley published list price. Such failure also may be grounds to suspend any future Advance Exchange Hardware service, until such outstanding defective component is returned to Grass Valley.

Fees and Payment Terms. 4.1 Prices and/or fees quoted by Grass Valley are exclusive of any taxes, taxes (including any Value Added Tax where applicable), levies, duties, or other governmental charges, shipping, and insurance. 4.2 Any and all taxes, taxes (including any value added tax where applicable), levies, duties and governmental or other charges of any nature, present or future, imposed on Grass Valley or which Grass Valley has a duty to collect in connection with the sale, delivery, or use of any Product, Services or Support Services will appear as separate items on the invoice. If Customer is required by law to withhold any amount of tax from its payment to Grass Valley, the amounts otherwise payable hereunder shall be grossed up so that Grass Valley receives the same net amount it would otherwise have been entitled to receive and the parties will take all reasonable steps to minimize such withholding tax. 4.3 Customer understands that Customer may receive multiple invoices from Grass Valley for Support Services Customer ordered. Grass Valley’s standard invoice payment terms are net thirty (30) calendar days of the date of invoice unless otherwise agreed to in writing by the parties. Support Services fees are invoiced annually in advance. In case of any payments made with a credit card by business Customers, a processing fee of up to 3% of the invoice value will apply, as allowed by the applicable law. In the event Customer fails to pay Grass Valley’s invoice in full in due time, Grass Valley shall be entitled to suspend the performance of its obligations until Customer has paid all amounts due. All overdue payments also shall be subject to a late payment interest at the rate of one and one-one- half percent (1.5%) per month (or the maximum allowable by law) from the due date until the date when all outstanding payments have been made in full. Customer agrees to pay any third-party collection expenses, including attorneys' fees, incurred by Grass Valley to collect any unpaid amounts. All payments shall be made in the currency specified in Grass Valley’s Proposal. 4.4 All payment terms are subject to prior credit approval by Grass Valley. Grass Valley may reject any Purchase Order, change its credit terms, suspend performance performance, or cancel any accepted Purchase Order, in its sole discretion when, in Grass Valley’s reasonable determination, Customer’s financial condition or record of payment so warrants, or Grass Valley’s internal booking or debooking de- booking policy so warrants. In addition, Grass Valley reserves the right to cancel or amend any accepted Purchase Order if for any reason it becomes unable to fulfill Customer’s Purchase Order. In each such case, notice of Grass Valley’s action will be promptly given to Customer. The amendment or cancelation will be deemed accepted by Customer unless rejected by Customer within ten (10) calendar days of the date of such amendment or cancelation. If Customer chooses to reject the amendment or cancellation, Grass Valley may terminate the related Proposal without further liability. Grass Valley is not obligated to sell to Customer any Product, Service or Support Service ordered by Customer until such time as Grass Valley has accepted the applicable Purchase Order. Acceptance of a Purchase Order by Grass Valley shall be (a) by general acknowledgement transmitted by facsimile or electronic mail, or (b) by commencement of performance by Grass Valley. Before accepting a Purchase Order Grass Valley may require to receive a signed original of the Proposal, Support Agreement or Purchase Order. For Purchase Orders relating to the replacement of an Exchange Component (as defined below) under an Advance Exchange Hardware service agreed to by Grass Valley pursuant to Customer purchased GV Foundation, GV Prime, and GV Prime Plus Support Agreement or other Proposal/Contract specifically providing for the same, upon receipt of the Exchange Component, Customer has thirty (30) calendar days to tender the defective component to the return carrier for shipment to Grass Valley’s service center. If Customer fails to return the defective component to the specified carrier, Customer will be invoiced for the Exchange Component at its then current Grass Valley published list price. Such failure also may be grounds to suspend any future Advance Exchange Hardware service, until such outstanding defective component is returned to Grass Valley.