Common use of Price and Terms of Payment Clause in Contracts

Price and Terms of Payment. 3.1. The Purchaser shall pay the Total Purchase Price of each batch of Products in tranches in accordance with the payment schedule as set forth in Appendix B. 3.2 All sums payable by the Purchaser to BITMAIN shall not be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense for any reason. Unless otherwise explicitly specified herein, any and all payments made by the Purchaser (including, without limitation, the payment of the Total Purchase Price) are not refundable. Without prejudice to the foregoing, the Parties acknowledge and agree that BITMAIN shall be entitled to deduct from, set-off and apply any and all deposits and balance of the Purchaser for any sums owed by the Purchaser to BITMAIN, including but not limited to any liquidated damages, indemnities, liabilities, etc. 3.3 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price with respect to any applicable batch before the prescribed deadline(s) set forth in Appendix B without BITMAIN’s prior written consent, BITMAIN, at its sole discretion, shall be entitled to: (a) charge default interest on all unpaid amount with respect to each applicable batch, at the rate of twelve percent (12%) per annum; and (b) continue to perform its obligations with respect to such applicable batch, provided that, in each case, any and all the losses, claims, damages or liabilities that BITMAIN may suffer shall be fully indemnified by the Purchaser. 3.4 Before the Purchaser makes any payment on any batch of Product(s), the Parties shall confirm and agree on the batch of the Product(s) against which payment is being made. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, including, but not limited to, defaults of the Purchaser and the product discount (if any) offered to the Purchaser. 3.5 The Purchaser shall complete the relevant order processing procedures on the official website of BITMAIN: instructions.  hxxxx://xxxx.xxxxxxx.xxx  (the  “BITMAIN Website”) in accordance with BITMAIN’s 3.6 The Parties understand and agree that the Total Purchase Price is inclusive of the insurance (as set forth in Clause 2 of the Appendix A) fee and applicable bank transaction fee, but is exclusive of the logistics costs of shipping from BITMAIN's factory/warehouse to the designated place of the Purchaser, relevant maintenance or other applicable costs of the Purchaser to purchase the Products, and any and all applicable import duties, taxes (any value-added taxes, sales and use tax and other similar turnover tax) and governmental charges. 3.7 The Purchaser is responsible for being compliant with tax filing requirement regulated by any federal, state or local taxing authority in the United States regarding all applicable taxes, including, but not limited to sales and use tax, value added taxes and any other governmental charges and duties connected with the services provided by BITMAIN or the payment of any amounts hereunder. The Purchaser agrees to provide BITMAIN with the tax payment certificate or acknowledgement or the confirmation email issued by the relevant state tax authorities regarding the abovementioned taxes as applicable. 3.8 The Purchaser shall indemnify and hold BITMAIN harmless from and against any and all liability of tax filing, claims, late payment interest, fines, penalties in relation to sales and use tax, value- added taxes and any other governmental charges and duties connected with the services provided by BITMAIN or the payment of any amounts hereunder.

Price and Terms of Payment. 3.11. All prices quoted are ex works and, with respect to domestic orders, are subject to value added tax at the applicable legal rate. For foreign transactions, we calculate value added tax as described in Xxxxxx XXXX. The Purchaser shall pay be invoiced separately for insurance, packaging and customs duties. We may, at our option, invoice such amounts at actual cost or at a flat rate. 2. If, after acceptance of an order, there is a significant increase in the Total Purchase Price costs of each batch of Products in tranches in accordance with the payment schedule as set forth in Appendix B. 3.2 All sums payable by production upon which our price quotation to the Purchaser to BITMAIN shall not be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense for any reason. Unless otherwise explicitly specified herein, any and all payments made by the Purchaser (including, without limitation, the payment was based at conclusion of the Total Purchase Price) are not refundable. Without prejudice to the foregoingcontract, the Parties acknowledge and agree that BITMAIN we shall be entitled to deduct froma reasonable adjustment of our sales price. For the purposes of sentence 1 hereof, set-off and apply any and all deposits and balance a significant increase in the costs of production shall include, but not be limited to, if our suppliers increase the price for the Products or their component parts, if customs duties or other costs of importation increase or, if there is a significant change in the exchange rate to our detriment as compared to that on the date of the Purchaser for any sums owed by order. A price adjustment hereunder shall be reasonable if it is within the scope of the actual increase in costs. Upon the Purchaser’s request, we will furnish proof of the increased costs. If a price adjustment results in a cost increase of more than twenty percent (20%) and we do not respond within two (2) weeks to the Purchaser’s written request to limit the price adjustment to a maximum of twenty percent (20%), then the Purchaser to BITMAIN, including but not limited to any liquidated damages, indemnities, liabilities, etc. 3.3 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price with respect to any applicable batch before the prescribed deadline(s) set forth in Appendix B without BITMAIN’s prior written consent, BITMAIN, at its sole discretion, shall be entitled to: to rescind the contract (we have a right to withdraw from the contract as well, pursuant to Clause XI. 2.). 3. Unless a separate agreement has been expressly made to the contrary, all payments shall be made in cash or via transfer, without any deductions, as follows: a) charge default interest on all unpaid amount For domestic shipments, one-third (1/3) shall be due upon receipt of written order confirmation, with respect to each applicable batchthe remaining balance due net cash fifteen (15) days after receipt of the invoice, but at the latest thirty (30) days after delivery; b) For foreign shipments, one-third (1/3) shall be due upon placement of the order, with the balance due in the form of a letter of credit. Timeliness of the payment is assessed using the date of receipt. Checks shall be accepted as a valid form of payment only after they have been formally honored. 4. Overdue accounts shall be subject to interest charges at a rate of nine (9) percentage points above the base rate, but no less than twelve percent (12%) per annum; p.a. Interest shall be due and (b) continue payable immediately. We reserve the right to perform its obligations with respect claim additional damages. 5. The Purchaser shall have no right to withhold payment on the basis of a counterclaim, nor to deduct charges related to such applicable batchcounterclaim. The foregoing shall not apply to counterclaims that are uncontested, provided that, in each case, any and all the losses, claims, damages determined to be legally valid or liabilities that BITMAIN may suffer shall be fully indemnified by the Purchaserawaiting judgment. 3.4 Before 6. Should the Purchaser makes any payment on any batch of Product(s), the Parties shall confirm and agree on the batch of the Product(s) against which payment is being made. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, including, but not limited to, defaults financial circumstances of the Purchaser and the product discount (if any) offered deteriorate to the Purchaserextent that there appears to be a risk of non-payment, we may request immediate payment. For orders which have not yet been carried out, we are entitled to demand prepayment or provision of commensurate security, to withhold our goods and services until this is received and, following the expiration of an adequate term for payment or security provision with none resulting, to withdraw from the contract. 3.5 The Purchaser 7. Partial shipments shall complete the relevant order processing procedures on the official website of BITMAIN: instructions.  hxxxx://xxxx.xxxxxxx.xxx  (the  “BITMAIN Website”) in accordance with BITMAIN’s 3.6 The Parties understand and agree that the Total Purchase Price is inclusive of the insurance (as set forth in Clause 2 of the Appendix A) fee and applicable bank transaction fee, but is exclusive of the logistics costs of shipping from BITMAIN's factory/warehouse to the designated place of the Purchaser, relevant maintenance or other applicable costs of the Purchaser to purchase the Products, and any and all applicable import duties, taxes (any value-added taxes, sales and use tax and other similar turnover tax) and governmental charges. 3.7 The Purchaser is responsible for being compliant with tax filing requirement regulated by any federal, state or local taxing authority in the United States regarding all applicable taxes, including, but not limited to sales and use tax, value added taxes and any other governmental charges and duties connected with the services provided by BITMAIN or the payment of any amounts hereunderbe invoiced separately. The Purchaser agrees to provide BITMAIN with the tax payment certificate or acknowledgement or the confirmation email issued by the relevant state tax authorities regarding the abovementioned taxes as applicableabove terms shall be applicable thereto. 3.8 The Purchaser shall indemnify and hold BITMAIN harmless from and against any and all liability of tax filing, claims, late payment interest, fines, penalties in relation to sales and use tax, value- added taxes and any other governmental charges and duties connected with the services provided by BITMAIN or the payment of any amounts hereunder.

Price and Terms of Payment. 3.1(a) The Products will be invoiced to Purchaser at the prices shown in Schedule A. (b) All prices are understood to be CIP Roermond (Incoterms 2010). Shipment costs will be borne by the Purchaser per pricelist shown in Schedule E. At request of the Purchaser, the Vendor will deliver the Product to a carrier for shipment to the destination indicated by the Purchaser at the Purchaser’s risk and cost. (c) All Prices are exclusive of VAT and other taxes imposed by any government authority, all of which costs and taxes shall be borne by the Purchaser. In the event the Vendor is required to prepay any such tax or fee, the Purchaser will reimburse the Vendor promptly upon receipt by the Purchaser of documentation reasonably acceptable to the Purchaser supporting the Vendor’s prepayment. When applicable, any such charges shall be stated as separate line items the Vendor’s invoice(s). (d) The Purchaser shall pay the Total Purchase Price of each batch of Products in tranches in accordance with the payment schedule as set forth in Appendix B.Schedule A shall be firm until the end of 2018. Thereafter, the Price will be adjusted [**]. The Vendor will use reasonable commercial efforts not to [**]. In case increases in raw material costs and/or other production related costs causing [**], the Vendor will [**] to the Purchaser. Based on such provided evidence the parties will negotiate in good faith and mutually agree upon the adjusted Price. 3.2 All sums (e) Until December 31st 2017 the price of the product is [**]. In case a higher price was invoiced for product in 2017 the difference between the prices will be applied as price reduction to the next invoiced order from signature of this Agreement. (f) The parties do agree upon [**] payable by the Purchaser to BITMAIN shall not Purchaser, which will be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense for any reason. Unless otherwise explicitly specified herein, any and all payments made by the Purchaser (including, without limitation, the payment of the Total Purchase Price) are not refundable. Without prejudice aliquoted as [**] to the foregoing, the Parties acknowledge and agree that BITMAIN shall be entitled to deduct from, set-off and apply any and all deposits and balance of the Purchaser for any sums owed by the Purchaser to BITMAIN, including but not limited to any liquidated damages, indemnities, liabilities, etc. 3.3 [**]. In the event that case the Purchaser fails to fully settle the respective percentage order [**] within [**] of the Total Purchase Price agreement a [**] will be invoiced separately with respect a single invoice. (g) Each payment by Purchaser is to any applicable batch before the prescribed deadline(s) set forth be made in Appendix B without BITMAIN’s prior written consentSwiss Francs (CHF), BITMAIN, at its sole discretion, shall be entitled to: (a) charge within [**] upon date of invoice. Any late payments will bear a default interest on all unpaid amount with respect to each applicable batchof [**] per month. Further, at the rate of twelve percent (12%) per annum; and (b) continue to perform its obligations with respect to such applicable batch, provided that, in each case, any and all the losses, claims, damages or liabilities that BITMAIN may suffer shall be fully indemnified by the Purchaser[**]. 3.4 Before the Purchaser makes any payment on any batch of Product(s), the Parties shall confirm and agree on the batch of the Product(s) against which payment is being made. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, including, but not limited to, defaults of the Purchaser and the product discount (if any) offered to the Purchaser. 3.5 The Purchaser shall complete the relevant order processing procedures on the official website of BITMAIN: instructions.  hxxxx://xxxx.xxxxxxx.xxx  (the  “BITMAIN Website”) in accordance with BITMAIN’s 3.6 The Parties understand and agree that the Total Purchase Price is inclusive of the insurance (as set forth in Clause 2 of the Appendix A) fee and applicable bank transaction fee, but is exclusive of the logistics costs of shipping from BITMAIN's factory/warehouse to the designated place of the Purchaser, relevant maintenance or other applicable costs of the Purchaser to purchase the Products, and any and all applicable import duties, taxes (any value-added taxes, sales and use tax and other similar turnover tax) and governmental charges. 3.7 The Purchaser is responsible for being compliant with tax filing requirement regulated by any federal, state or local taxing authority in the United States regarding all applicable taxes, including, but not limited to sales and use tax, value added taxes and any other governmental charges and duties connected with the services provided by BITMAIN or the payment of any amounts hereunder. The Purchaser agrees to provide BITMAIN with the tax payment certificate or acknowledgement or the confirmation email issued by the relevant state tax authorities regarding the abovementioned taxes as applicable. 3.8 The Purchaser shall indemnify and hold BITMAIN harmless from and against any and all liability of tax filing, claims, late payment interest, fines, penalties in relation to sales and use tax, value- added taxes and any other governmental charges and duties connected with the services provided by BITMAIN or the payment of any amounts hereunder.

Price and Terms of Payment. 3.1(NOTE: WE CANNOT CONFIRM PRICES PRIOR TO ACCEPTANCE OF YOUR ORDER) 4.1. The Purchaser shall pay Prices payable for Products or Services are those in effect at the Total Purchase Price time of each batch dispatch or delivery, unless otherwise expressly agreed. From time to time it is possible that a programming or data transcription error may result in a price that is inaccurate. We will generally honour the posted price, although we reserve the right to correct the price and offer to sell you the Products or Services at the correct market price in situations where the price advertised is clearly an error as evidenced by being substantially under market. 4.2. Prices (unless stated otherwise) are in the currency quoted on the Site and remain valid for 30 days. 4.3. We have the right at any time prior to our Acceptance to withdraw any discount and/or to revise prices to take into account increases in costs including (without limitation) costs of Products any materials, carriage, labour or the increase or imposition of any tax, duty or other levy and any variation in tranches exchange rates. We also reserve the right to notify you of any mistakes in Product descriptions or errors in pricing prior to product dispatch. In such event if you choose to continue with fulfilment of the order, you acknowledge that the Product or Service will be provided in accordance with such revised description or corrected price. 4.4. The places that we deliver to are listed on the payment schedule as set forth in Appendix B. 3.2 All sums payable by the Purchaser to BITMAIN shall not be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense for any reasonSite ("Territory"). Unless otherwise explicitly specified, prices quoted are 4.4.1. exclusive of the costs of shipping or carriage to the agreed place of delivery within the Territory (charges for which are stated on the Site); and 4.4.2. exclusive of GST and any other tax or duty which (where applicable) must be added to the price payable; You agree to pay for shipping or carriage of Products as such costs are specified hereinby us at the oint of purchase. 4.5. Payment shall be made prior to delivery and by such methods as are indicated on the Site (and not by any other means unless we have given our prior agreement). 4.6. Except as expressly provided elsewhere in these Terms or the Site, payment may be taken in full notwithstanding any and all claim for short delivery or defects. 4.7. We will charge credit or debit cards on dispatch of the Product or commencement of Services. We reserve the right to verify credit or debit card payments made by the Purchaser (including, without limitation, prior to Acceptance. 4.8. Where the payment is invoiced, each invoice shall be due on and made in full within thirty (30) days of the Total Purchase Price) are not refundabledate of relevant invoice. Without prejudice If at any time you fail to pay any amount due on the foregoingrelevant due date, the Parties acknowledge we may by notice declare all invoiced amounts unpaid at that date to be immediately due and agree that BITMAIN shall be entitled to deduct from, payable. 4.9. No counterclaim or set-off and apply may be deducted from any and all deposits and balance payment due without our written consent. We may also take action against you for the price of Products at any time after payment has become due even though property in those Products may not yet have passed to you. 4.10. Any extension of credit allowed to you may be changed or withdrawn at any time. Interest shall be chargeable on overdue amounts accruing on a daily basis at the maximum amount permitted under applicable law from the due date for payment until our receipt of the Purchaser for any sums owed by the Purchaser to BITMAIN, including but not limited to any liquidated damages, indemnities, liabilities, etc. 3.3 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price with respect to any applicable batch full amount (whether before the prescribed deadline(s) set forth in Appendix B without BITMAIN’s prior written consent, BITMAIN, at its sole discretion, shall be entitled to: (a) charge default interest on all unpaid amount with respect to each applicable batch, at the rate of twelve percent (12%) per annum; and (b) continue to perform its obligations with respect to such applicable batch, provided that, in each case, any and all the losses, claims, damages or liabilities that BITMAIN may suffer shall be fully indemnified by the Purchaser. 3.4 Before the Purchaser makes any payment on any batch of Product(safter judgement), the Parties shall confirm and agree on the batch of the Product(s) against which payment is being made. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, including, but not limited to, defaults of the Purchaser and the product discount (if any) offered to the Purchaser. 3.5 The Purchaser shall complete the relevant order processing procedures on the official website of BITMAIN: instructions.  hxxxx://xxxx.xxxxxxx.xxx  (the  “BITMAIN Website”) in accordance with BITMAIN’s 3.6 The Parties understand and agree that the Total Purchase Price is inclusive of the insurance (as set forth in Clause 2 of the Appendix A) fee and applicable bank transaction fee, but is exclusive of the logistics costs of shipping from BITMAIN's factory/warehouse to the designated place of the Purchaser, relevant maintenance or other applicable costs of the Purchaser to purchase the Products, and any and all applicable import duties, taxes (any value-added taxes, sales and use tax and other similar turnover tax) and governmental charges. 3.7 The Purchaser is responsible for being compliant with tax filing requirement regulated by any federal, state or local taxing authority in the United States regarding all applicable taxes, including, but not limited to sales and use tax, value added taxes and any other governmental charges and duties connected with the services provided by BITMAIN or the payment of any amounts hereunder. The Purchaser agrees to provide BITMAIN with the tax payment certificate or acknowledgement or the confirmation email issued by the relevant state tax authorities regarding the abovementioned taxes as applicable. 3.8 The Purchaser You shall indemnify and hold BITMAIN harmless from and us on demand against any and all liability out of tax filing, claims, late payment interest, fines, penalties pocket expenses incurred in relation to sales and use tax, value- added taxes and any other governmental charges and duties connected with the services provided by BITMAIN or the payment recovery of any amounts hereunderoverdue amounts.

Price and Terms of Payment. 3.14.1 Prices payable for Products or Services are those in effect at the time of dispatch or delivery, unless otherwise expressly agreed in the Invoice. 4.2 XxxxxxxXx.xxx shall have the right at any time prior to its Acceptance to withdraw any discount and/or to revise prices to take into account increases in costs including (without limitation) costs of any materials, carriage, labor or the increase or imposition of any tax, duty or other levy and any variation in exchange rates. The Purchaser shall pay XxxxxxxXx.xxx also reserves the Total Purchase Price right to notify Company of each batch of Products any mistakes in tranches Product descriptions or errors in pricing prior to product dispatch. Company acknowledges that the Product or Service will be provided in accordance with such revised description or corrected price. 4.3 XxxxxxxXx.xxx has the payment schedule as set forth right at any time prior to its Acceptance to revise prices to take into account increases in Appendix B. 3.2 All sums payable by the Purchaser to BITMAIN shall not be subject to costs of any abatementmaterials, set-off, claim, counterclaim, adjustment, reductioncarriage, or defense for the increase or imposition of any reasontax, duty or other levy and any variation in exchange rates. XxxxxxxXx.xxx also reserves the right to notify Company of any mistakes in Product descriptions or errors in pricing prior to product dispatch. In such event if Company chooses to continue with fulfillment of the order, Company acknowledges that the Product or Service will be provided in accordance with such revised description or corrected price. 4.4 Unless otherwise explicitly specified hereinspecified, any and all payments made by the Purchaser (including, without limitation, the payment prices quoted are: 4.4.1 exclusive of the Total Purchase Price) are not refundable. Without prejudice costs of shipping or carriage to the foregoingagreed place of delivery within the Territory(as defined below) (charges for which are stated on the Purchase Order); and 4.4.2 exclusive of VAT and any other tax or duty, which (where applicable) may be added to the Parties acknowledge and agree that BITMAIN shall price payable; 4.5 Company agrees to pay for taxes, shipping or carriage of Products. 4.6 Except as expressly provided elsewhere in this Agreement, payment may be entitled to deduct from, taken in full notwithstanding any claim for short delivery or defects. 4.7 No counterclaim or set-off and apply may be deducted from any and all deposits and balance payment due without our written consent. XxxxxxxXx.xxx may also take action against Company for the price of Products at any time after payment has become due. 4.8 Any extension of credit allowed to Company may be changed or withdrawn at any time. Interest shall be chargeable on overdue amounts accruing on a daily basis at the maximum amount permitted under applicable law from the due date for payment until our receipt of the Purchaser for any sums owed by the Purchaser to BITMAIN, including but not limited to any liquidated damages, indemnities, liabilities, etc. 3.3 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price with respect to any applicable batch full amount (whether before the prescribed deadline(s) set forth in Appendix B without BITMAIN’s prior written consent, BITMAIN, at its sole discretion, shall be entitled to: (a) charge default interest on all unpaid amount with respect to each applicable batch, at the rate of twelve percent (12%) per annum; and (b) continue to perform its obligations with respect to such applicable batch, provided that, in each case, any and all the losses, claims, damages or liabilities that BITMAIN may suffer shall be fully indemnified by the Purchaser. 3.4 Before the Purchaser makes any payment on any batch of Product(safter judgment), the Parties shall confirm and agree on the batch of the Product(s) against which payment is being made. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, including, but not limited to, defaults of the Purchaser and the product discount (if any) offered to the Purchaser. 3.5 The Purchaser shall complete the relevant order processing procedures on the official website of BITMAIN: instructions.  hxxxx://xxxx.xxxxxxx.xxx  (the  “BITMAIN Website”) in accordance with BITMAIN’s 3.6 The Parties understand and agree that the Total Purchase Price is inclusive of the insurance (as set forth in Clause 2 of the Appendix A) fee and applicable bank transaction fee, but is exclusive of the logistics costs of shipping from BITMAIN's factory/warehouse to the designated place of the Purchaser, relevant maintenance or other applicable costs of the Purchaser to purchase the Products, and any and all applicable import duties, taxes (any value-added taxes, sales and use tax and other similar turnover tax) and governmental charges. 3.7 The Purchaser is responsible for being compliant with tax filing requirement regulated by any federal, state or local taxing authority in the United States regarding all applicable taxes, including, but not limited to sales and use tax, value added taxes and any other governmental charges and duties connected with the services provided by BITMAIN or the payment of any amounts hereunder. The Purchaser agrees to provide BITMAIN with the tax payment certificate or acknowledgement or the confirmation email issued by the relevant state tax authorities regarding the abovementioned taxes as applicable. 3.8 The Purchaser Company shall indemnify and hold BITMAIN harmless from and XxxxxxxXx.xxx on demand against any and all liability out of tax filing, claims, late payment interest, fines, penalties pocket expenses incurred in relation to sales recovery of any overdue amounts. 4.9 Company and use taxits employees and agents agree that all pricing and terms of any Purchase Order and this Agreement (the “Confidential Information”) are to be kept strictly confidential. Notwithstanding the forgoing, value- added taxes Company may communicate the terms of an Purchase Order or this Agreement to its qualifying employees as is reasonably necessary to distribute the Products. Company acknowledges and any agrees that XxxxxxxXx.xxx may provide certain information about Company and its Purchase Order to Product vendors, developers, licensors, publishers manufacturers, distributors and/or suppliers as it relates to XxxxxxxXx.xxx’ performance of obligations pursuant to this Agreement. Notwithstanding anything to the contrary, a party may disclose the Confidential Information of the other party to the extent required by a court of competent jurisdiction or other governmental charges authority, or otherwise as required by law, provided that such party required to make the disclosure provides the other party with prior notice of such obligation in order to permit that other party a reasonable opportunity to take legal action to prevent or limit the scope of such disclosure and duties connected coordinates with the services provided by BITMAIN or other party in an effort to limit the payment nature and scope of any amounts hereundersuch disclosure.

Price and Terms of Payment. 3.1. The Purchaser shall pay the Total Purchase Price of each batch of Products in tranches in accordance with the payment schedule as set forth in Appendix B. 3.2 All sums payable by the Purchaser to BITMAIN shall not be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense for any reason. Unless otherwise explicitly specified herein, any and all payments made by the Purchaser (including, without limitation, the payment of the Total Purchase Price) are not refundable. Without prejudice to the foregoing, the Parties acknowledge and agree that BITMAIN shall be entitled to deduct from, set-off and apply any and all deposits and balance of the Purchaser for any sums owed by the Purchaser to BITMAIN, including but not limited to any liquidated damages, indemnities, liabilities, etc. 3.3 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price with respect to any applicable batch before the prescribed deadline(s) set forth in Appendix B without BITMAIN’s prior written consent, BITMAIN, at its sole discretion, shall be entitled to: (a) charge default interest on all unpaid amount with respect to each applicable batch, at the rate of twelve percent (12%) per annum; and (b) continue to perform its obligations with respect to such applicable batch, provided that, in each case, any and all the losses, claims, damages or liabilities that BITMAIN may suffer shall be fully indemnified by the Purchaser. 3.4 Before the Purchaser makes any payment on any batch of Product(s), the Parties shall confirm and agree on the batch of the Product(s) against which payment is being made. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, including, but not limited to, defaults of the Purchaser and the product discount (if any) offered to the Purchaser. 3.5 The Purchaser shall complete the relevant order processing procedures on the official website of BITMAIN: instructions.  hxxxx://xxxx.xxxxxxx.xxx  xxxxx://xxxx.xxxxxxx.xxx (the  “BITMAIN Website”) in accordance with BITMAIN’s’s instructions. 3.6 The Parties understand and agree that the Total Purchase Price is inclusive of the insurance (as set forth in Clause 2 of the Appendix A) fee and applicable bank transaction fee, but is exclusive of the logistics costs of shipping from BITMAIN's factory/warehouse BTIMAIN’s factory to the designated place of the Purchaser, relevant maintenance or other applicable costs of the Purchaser to purchase the Products, and any and all applicable import duties, taxes (any value-added taxes, sales and use tax and other similar turnover tax) and governmental charges. 3.7 The Purchaser is responsible for being compliant with tax filing requirement regulated by any federal, state or local taxing authority in the United States regarding all applicable taxes, including, but not limited to sales and use tax, value value-added taxes and any other governmental charges and duties connected with the services provided by BITMAIN or the payment of any amounts hereunder. The Purchaser agrees to provide BITMAIN with the tax payment certificate or acknowledgement or the confirmation email issued by the relevant state tax authorities regarding the abovementioned taxes as applicable. 3.8 The Purchaser shall indemnify and hold BITMAIN harmless from and against any and all liability of tax filing, claims, late payment interest, fines, penalties in relation to sales and use tax, value- added taxes and any other governmental charges and duties connected with the services provided by BITMAIN or the payment of any amounts hereunder.