Common use of Payment for Product Clause in Contracts

Payment for Product. A. The Distributor shall pay the aggregate sum of the Wholesale Price (as defined in Paragraph "C" of this Article "8" of this Agreement) with respect to the Product it orders no later than ten (10) days after the units of the Product have been shipped to the Distributor or in accordance with the Distributor's written instructions. B. Unless otherwise advised in writing by the Distributor, the Manufacturer shall ship the units of the Product to the Distributor's principal place of business. The units of the Product shall be shipped F.O.B. Point of Origin which means that the Distributor shall obtain title to the Product and be responsible for the risk of loss, customs clearing, transportation, the cost of shipment and insurance of the Products and all other costs after the Manufacturer has delivered the Product to the location from which it shall ship the Product to the Distributor (the "Point of Origin"). The Distributor acknowledges that it is responsible for the risk of loss, customs clearing, transportation, the cost of shipment and insurance of the Products and all other costs after the Manufacturer has delivered the Product to the Point of Origin. The Distributor further acknowledges that title to the Product has passed to it upon delivery of the Product to the Point of Origin. C. The Distributor shall pay to the Manufacturer the price with respect to each unit of the Product purchased by the Distributor as hereinafter set forth in this Paragraph "C" of this Article "8" of this Agreement (the "Wholesale Price"). The Wholesale Price per Product unit with respect to each order placed by the Distributor shall be equal to eleven ($11.00) dollars. There shall be an increase every twelve months, commencing twelve months after the first day of the calendar month following the date of this Agreement (the "Commencement Date"), of the Wholesale Price per Product unit based upon a Wholesale Price of eleven ($11.00) dollars, by an amount which is equal to the increase in the cost of living (the "COL Index") from the average for the twelve months immediately preceding the Commencement Date (the "COL Year") to the average for the twelve (12) month period immediately preceding the date in the year on which such Wholesale Price shall be payable (each such year is hereinafter referred to as the "Determination Year"). In order to determine the average for the COL Year or for the Determination Year, the cost of living for each of the twelve months in the COL Year or in the Determination Year, as the case may be, shall be added and the resultant figure shall be divided by 12. All cost of living computations shall be based upon the Consumer Price Index for all Urban Consumers for New York, Northeast New Jersey for "all items" of the Bureau of Labor Statistics of the United States Department of Labor (the "Index"), or if, at the time a determination must be made, the Index is no longer published or issued, such other index as is generally recognized and accepted for similar determinations. The amount of the increase shall be computed by multiplying the eleven ($11.00) dollars Wholesale Price by a fraction, the numerator of which is the average cost of living for the Determination Year and the denominator of which is the average cost of living for the COL Year. By way of illustration, assume the following: (i) the average cost of living for the COL Year is one hundred ($100) dollars and (ii) the average cost of living for the Determination Year is one hundred and five ($105) dollars. In this example, the Wholesale Price per Product unit which shall be payable for the year shall be eleven dollars and fifty-five cents ($11.55), which is the amount arrived at by multiplying eleven ($11.00) dollars by five (5%) percent (the increase in the average cost of living from the COL Year, or one hundred ($100) dollars, to the Determination Year or one hundred and five ($105) dollars).

Payment for Product. A. The Distributor shall pay the aggregate sum of the Wholesale Price (as defined in Paragraph "C" of this Article "8" of this Agreement) with respect to the Product it orders no later than ten thirty (1030) days after the units delivery of the Product have been shipped to the Distributor or in accordance with the Distributor's written instructionsshipment. B. Unless otherwise advised in writing by the Distributor, the Manufacturer shall ship the units of the Product to the Distributor's principal place of business. The units of the Product shall be shipped F.O.B. Point of Origin which means that the Distributor shall obtain title to the Product and be responsible for the risk of loss, customs clearing, transportation, the cost of shipment and insurance of the Products and all other costs after the Manufacturer has delivered the Product to the location from which it shall ship the Product to the Distributor (the "Point of Origin"). The Distributor acknowledges that it is responsible for the risk of loss, customs clearing, transportation, the cost of shipment and insurance of the Products and all other costs after the Manufacturer has delivered the Product to the Point of Origin. The Distributor further acknowledges that title to the Product has passed to it upon delivery of the Product to the Point of Origin. C. The Distributor shall pay to the Manufacturer the price with respect to each unit of the Product purchased by the Distributor as hereinafter set forth in this Paragraph "C" of this Article "8" of this Agreement (the "Wholesale Price"). The Wholesale Price per Product unit with respect to each order placed by the Distributor shall be equal to eleven ($11.00) dollars*). * - Deleted due to confidentiality. i. There shall be an increase every twelve months, commencing twelve months after the first day of the calendar month following the date of this Agreement the Exercise Notice (the "Commencement Date"), of the Wholesale Price per Product unit based upon a Wholesale Price of eleven ($11.00) dollars*), by an amount which is equal to the increase in the cost of living (the "COL Index") from the average for the twelve months immediately preceding the Commencement Date (the "COL Year") to the average for the twelve (12) month period immediately preceding the date in the year on which such Wholesale Price shall be payable (each such year is hereinafter referred to as the "Determination Year"). In order to determine the average for the COL Year or for the Determination Year, the cost of living for each of the twelve months in the COL Year or in the Determination Year, as the case may be, shall be added and the resultant figure shall be divided by 12. All cost of living computations shall be based upon the Consumer Price Index for all Urban Consumers for New York, Northeast New Jersey for "all items" of the Bureau of Labor Statistics of the United States Department of Labor (the "Index"), or if, at the time a determination must be made, the Index is no longer published or issued, such other index as is generally recognized and accepted for similar determinations. The amount of the increase shall be computed by multiplying the eleven ($11.00*) dollars Wholesale Price by a fraction, the numerator of which is the average cost of living for the Determination Year and the denominator of which is the average cost of living for the COL Year. By way of illustration, assume the following: (i) the average cost of living for the COL Year is one hundred ($100) dollars and (ii) the average cost of living for the Determination Year is one hundred and five ($105) dollars. In this example, the Wholesale Price per Product unit which shall be payable for the year shall be eleven dollars and fifty-five cents ($11.55*), which is the amount arrived at by multiplying eleven ($11.00*) dollars by one hundred and five (5105%) percent (the increase in ratio of the average cost of living from for the Determination Year to the average cost of living for the COL Year, or : one hundred five ($105) dollars divided by one hundred ($100) dollars, ). * - Deleted due to the Determination Year or one hundred and confidentiality. ii. The Wholesale Price as adjusted by Subparagraph "i." of this Paragraph "C" of this Article "8" of this Agreement shall be reduced by twenty-five cents ($105.25) dollars)for each order in excess of five hundred thousand (500,000) units of the Product.

Payment for Product. A. The Distributor shall pay the aggregate sum of the Wholesale Price (as defined in Paragraph "“C" ” of this Article "8" “6” of this Agreement) with respect to the Product it orders no later than ten sixty (1060) days after the units date of shipment of the Product have been shipped subject order. The Distributor shall furnish the Manufacturer, at the time of placing each order for the Product, a confirmed, irrevocable Letter of Credit in favor of the Manufacturer, in the amount of the aggregate sum of the Wholesale Price with respect to such order for the Distributor Product, to be issued by the Clearing House Payments Company or another entity approved by the Manufacturer, and in accordance with a form approved by the Distributor's written instructionsManufacturer, the payment of drafts drawn thereunder to be conditioned upon the prior presentation of such documents as required by the Letter of Credit. B. Unless otherwise advised in writing by the Distributor, the Manufacturer shall ship the units of the Product to the Distributor's ’s principal place of business. The units of the Product shall be shipped F.O.B. Point of Origin which means that the Distributor shall obtain title to the Product and be responsible for the risk of loss, customs clearing, transportation, the cost of shipment and insurance of the Products and all other costs after the Manufacturer has delivered the Product to the location from which it shall ship the Product to the Distributor (the "“Point of Origin"”). The Distributor acknowledges that it is responsible for the risk of loss, customs clearing, transportation, the cost of shipment and insurance of the Products and all other costs after the Manufacturer has delivered the Product to the Point of Origin. The Distributor further acknowledges that title to the Product has passed to it upon delivery of the Product to the Point of Origin. C. The Distributor shall pay to the Manufacturer the price ($*) with respect to each unit of the Product purchased by the Distributor as hereinafter set forth in this Paragraph "C" of this Article "8" of this Agreement (the "“Wholesale Price"”). The Wholesale Price per Product unit with respect to each order placed by the Distributor shall be equal to eleven ($11.00) dollars. . D. There shall be an increase every twelve months, commencing twelve months after the first day of the calendar month following the date of execution of this Agreement (the "“Commencement Date"”), of the Wholesale Price per Product unit based upon a Wholesale Price of eleven ($11.00) dollars*), by an amount which is equal to the increase in the cost of living (the "“COL Index"”) from the average for the twelve months immediately preceding the Commencement Date (the "“COL Year"”) to the average for the twelve (12) month period immediately preceding the date in the year on which such Wholesale Price shall be payable (each such year is hereinafter referred to as the "“Determination Year"”). In order to determine the average for the COL Year or for the Determination Year, the cost of living for each of the twelve months in the COL Year or in the Determination Year, as the case may be, shall be added and the resultant figure shall be divided by 12. All cost of living computations shall be based upon the Consumer Price Index for all Urban Consumers for New York, Northeast New Jersey for "“all items" ” of the Bureau of Labor Statistics of the United States Department of Labor (the "“Index"”), or if, at the time a determination must be made, the Index is no longer published or issued, such other index as is generally recognized and accepted for similar determinations. The amount of the increase shall be computed by multiplying the eleven ($11.00*) dollars Wholesale Price by a fraction, the numerator of which is the average cost of living for the Determination Year and the denominator of which is the average cost of living for the COL Year. By way of illustration, assume the following: (i) the average cost of living for the COL Year is one hundred ($100) dollars and (ii) the average cost of living for the Determination Year is one hundred and five ten ($105110) dollars. In this example, the Wholesale Price per Product unit which shall be payable for the year shall be eleven dollars and fifty-five cents ($11.55*), which is the amount arrived at by multiplying eleven ($11.00*) dollars by five one hundred and ten (5110%) percent (the increase in ratio of the average cost of living from for the Determination Year to the average cost of living for the COL Year, or : one hundred ten ($110) dollars divided by one hundred ($100) dollars, ). * - Deleted due to the Determination Year or one hundred and five ($105) dollars)confidentiality.

Payment for Product. A. The Distributor shall pay the aggregate sum Full payment of the Wholesale Price (as defined in Paragraph "C" “E” of this Article "8" “7” of this Agreement) with respect to the Product it orders ordered shall be paid no later than ten sixty (1060) days after the units of the Product have been shipped delivered either to the Distributor or elsewhere in accordance with the Distributor's ’s written instructions; B. The Distributor shall, simultaneously with the placement of any order, deliver to the Manufacturer a letter of credit which shall secure the payment of said order which shall be from a bank satisfactory to the Manufacturer and in the form which is annexed hereto and made a part hereof as Exhibit “F”. If full payment of the Wholesale Price with respect to the Product ordered is not made within sixty (60) days after the Product has been shipped, the Manufacturer may obtain payment pursuant to the letter of credit which was delivered by the Distributor. B. C. Unless otherwise advised in writing by the Distributor, the Manufacturer shall ship ship, within thirty days (30) from the date of the Distributor’s order, the units of the Product to the Distributor's ’s principal place of business. The units of the Product shall be shipped F.O.B. Point of Origin which means that the Distributor shall obtain title to the Product and be responsible for the risk of loss, customs clearing, transportation, the cost of shipment and insurance of the Products and all other costs after the Manufacturer has delivered the Product to the location from which it shall ship the Product to the Distributor (the "“Point of Origin"”). The Distributor acknowledges that it is responsible for the risk of loss, customs clearing, transportation, the cost of shipment and insurance of the Products and all other costs after the Manufacturer has delivered the Product to the Point of Origin. The Distributor further acknowledges that title to the Product has passed to it upon delivery of the Product to the Point of Origin. It is understood that if any US customs clearing shall be paid by the Manufacturer. C. D. Orders from the Distributor shall be filled by the Manufacturer in accordance with the availability of the Product in the Manufacturer’s stock. The Manufacturer agrees to pay the Distributor, as a matter of penalty, an amount equal to the full price of the units of Products ordered, in the event the Manufacturer fails to ship the units of Product ordered by the Distributor within thirty days (30) from the date of the Distributor’s order. It is understood that the number such units of Product that the Manufacturer failed to ship pursuant the Distributor’s order will be reduced from the Minimum Product Sale requirement provided in Article 8. E. The Distributor shall pay to the Manufacturer the price with respect to each unit of the Product purchased by the Distributor as hereinafter set forth in this Paragraph "C" of this Article "8" “7” of this Agreement (the "“Wholesale Price"”). The Wholesale Price per Product unit with respect to each order placed by the Distributor shall be equal to eleven * dollars ($11.00*). * - Deleted due to confidentiality It is understood that the Distributor is free to sell each unit of the Product purchased at any retail price (the “Retail Price”), provided however, if the Retail Price of each sold unit of the Products purchased is in excess of * dollars ($*) dollarsthe Distributor will reimburse the Manufacturer of * percent (*%) of the proceeds received by the Distributor out of such sale transaction (which is exceeding * dollars ($*)). For the Purpose of this Paragraph only, the Distributor will, at the request of the Manufacturer, deliver on quarterly basis a certified true copy the Distributor’s books and records in relation to the Retail Price. There shall be an increase every twelve months, commencing twelve months after the first day of the calendar month following the date of this Agreement (the "Commencement Date")June 1, 2008, of the Wholesale Price per Product unit based upon a Wholesale Price of eleven * dollars ($11.00) dollars*), by an amount which is equal to the increase in the cost of living (the "“COL Index"”) from the average for the twelve months immediately preceding the Commencement Date June 1, 2008 (the "“COL Year"”) to the average for the twelve (12) month period immediately preceding the date in the year on in which such Wholesale Price shall be payable (each such year is hereinafter referred to as the "“Determination Year"”). In order to determine the average for the COL Year or for the Determination Year, the cost of living for each of the twelve months in the COL Year or in the Determination Year, as the case may be, shall be added and the resultant figure shall be divided by 12. All cost of living computations shall be based upon the Consumer Price Index for all Urban Consumers for New * - Deleted due to confidentiality York, Northeast New Jersey for "“all items" ” of the Bureau of Labor Statistics of the United States Department of Labor (the "“Index"”), or if, at the time a determination must be made, the Index is no longer published or issued, such other index as is generally recognized and accepted for similar determinations. The amount of the increase shall be computed by multiplying the eleven * dollars ($11.00*) dollars Wholesale Price by a fraction, the numerator of which is the average cost of living for the Determination Year and the denominator of which is the average cost of living for the COL Year. By way of illustration, assume the following: (i) the average cost of living for the COL Year is one hundred ($100) dollars and (ii) the average cost of living for the Determination Year is one hundred and five ($105) dollars. In this example, the Wholesale Price per Product unit which shall be payable for the year shall be eleven * dollars and fifty-five * cents ($11.55*), which is the amount arrived at by multiplying eleven * dollars ($11.00*) dollars by five (5%) percent (the increase in the average cost of living from the COL Year, or one hundred ($100) dollars, to the Determination Year or one hundred and five ($105) dollars).