Common use of PRICE & PAYMENT Clause in Contracts

PRICE & PAYMENT. 7.1 The Reseller agrees to pay the Reseller Price for the Products and the End-User Licence. 7.2 The Reseller Price shall be paid in Sterling and, in the case of those Products delivered in boxed Product format is exclusive of the costs of carriage, packing and insurance which shall be added to the invoice for the Products. The Reseller Price is VAT exclusive and VAT shall be charged thereon together with any other applicable taxes, which shall be paid by the Reseller. 7.3 If the Reseller requests a version of the Products which is different to the standard version, then the Reseller Price shall be subject to adjustment as mutually agreed in Writing between the parties. 7.4 Unless otherwise agreed in Writing, where the Reseller places an order for an “In-house Licence” for its own use as an End- User then the price to be paid shall be the Recommended Price. 7.5 ESET UK shall give the Reseller 14 days notice of any increase in the price for the Products and the End-User Licence. Any price increase pursuant to such notice shall not affect Confirmed Orders. 7.6 ESET UK reserves the right to invoice the Reseller by e-mail. E- mailed invoices will be in PDF format and shall be dated the last Working Day of the month in which the Products and the End- User Licence were delivered to the Reseller. 7.7 Where the Reseller has a credit account with ESET UK then all invoices shall be paid in full by the Reseller within 30 days of the invoice date. Payments may be made by debit or credit card, BACS or cheque. Where the Reseller does not have a credit account with ESET UK then all invoices shall be payable on a pro-forma basis by debit or credit card only. 7.8 The Reseller shall not be entitled by reason of any set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to the ESET UK under an invoice. 7.9 The Reseller shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the sale, lease, licence or other distribution of the Products and the End-User Licence by the Reseller. 7.10 Interest shall be chargeable on any amounts overdue at the rate of 4% per annum above the base rate of National Westminster Bank Plc as applying from time to time to run from the due date for payment until receipt by the ESET UK of the full amount whether or not after judgment and without prejudice to any other right or remedy of ESET UK. 7.11 If the Reseller shall at any time default in payment of an invoice on the due date or if the Reseller’s credit standing is at any time in the opinion of ESET UK impaired for any other reason ESET UK may without prejudice to any other of its rights: 7.11.1 demand immediate payment for the Products and or End-User Licence: 7.11.2 withhold all deliveries of the Products or End-User Licence under any other Contract: 7.11.3 supply the Products and the End-User Licence on such terms as to payment as ESET UK may require; 7.11.4 suspend the Reseller from ordering the Products and further End-User Licence; and/or 7.11.5 cancel any unpaid End-User Licences and remove the Reseller and the relevant End-User from Products update servers. 7.12 Any and all expenses, costs and charges incurred by the Reseller in the performance of its obligations under this Agreement (including any Software Support Services) shall be paid by the Reseller unless ESET UK has expressly agreed beforehand in Writing to pay such expenses, costs and charges.

PRICE & PAYMENT. 7.1 The Reseller agrees Price specified in PO is complete and includes all charges for crating, packing, storage, transportation and delivery to Destination (see POTC Section 5), and all governmental (local, state or national) and regulatory charges, surcharges, fees, taxes or the like (“Taxes”) that Seller is required by domestic or foreign law to collect from AGC. Seller shall separately state such Taxes on its invoices to AGC. Seller shall make payment of all Taxes. No additional charges, surcharges, fees, taxes or the like may be added. No later than five (5) business days from AGC’s request, Seller will provide AGC with evidence of payment of Taxes to respective authorities receiving Taxes. If price is not stipulated in PO, then Seller shall not fill PO at any price higher than that last quoted in writing or charged by Seller to AGC, whichever is lesser. Unless otherwise specified, prices in PO are firm for any PO quantity or term specified. No increase in price of G&S by Seller will apply to PO or be effective against AGC without prior written consent of AGC. Seller shall provide AGC with pricing and terms for G&S that are not less favorable than those provided to other purchasers. If Seller reduces price for G&S, then Seller shall also immediately reduce price to AGC accordingly and refund to AGC any excess amount paid from the point in time of the initial price reduction. At any time during term of PO, if AGC receives from another source an offer to sell G&S of like quality, as determined by AGC, to that offered by Seller at a lower effective price (including delivery) than that under PO, AGC may request Seller to match such competitive offer. If within five (5) business days after date of AGC’s request Seller has not agreed to match such competitive offer, then AGC may purchase such G&S from such competitive source and the quantity so purchased will be deducted from PO. AGC shall have no responsibility to Seller for any consequential, reliance, or direct or indirect costs or losses of Seller whatsoever related to AGC’s election to purchase G&S from another source including, but not limited to, those related to design, engineering, or overhead expenses. Unless otherwise set forth in PO or agreed to in writing by the Parties, Seller shall send invoices (i) promptly, (ii) only after shipment of G&S and (iii) to AGC’s address as stated on PO. Payment terms are net forty-five (45) days from (i) AGC’s acceptance of G&S covered by PO, or (ii) AGC’s receipt of a correct invoice, whichever is later. AGC will have no obligation whatsoever to pay the Reseller Price for the Products and the End-User Licence. 7.2 The Reseller Price shall be paid in Sterling and, in the case of those Products delivered in boxed Product format is exclusive of the costs of carriage, packing and insurance which shall be added to any G&S if the invoice for the Products. The Reseller Price such G&S is VAT exclusive not received by AGC within ninety (90) days after shipment of G&S. AGC will pay invoices in accordance with payment terms and VAT shall be charged thereon together with any other applicable taxescurrency set forth in PO, which shall be paid by the Reseller. 7.3 If the Reseller requests a version of the Products which is different to the standard versionwhich, then the Reseller Price shall be subject to adjustment as mutually agreed in Writing between the parties. 7.4 Unless unless otherwise agreed in Writingstated, where the Reseller places an order for an “In-house Licence” for its own use as an End- User then the price to be paid shall be the Recommended Price. 7.5 ESET UK shall give the Reseller 14 days notice of any increase in the price for the Products and the End-User Licence. Any price increase pursuant to such notice shall not affect Confirmed Orders. 7.6 ESET UK reserves the right to invoice the Reseller by e-mail. E- mailed invoices will be in PDF format and shall be dated the last Working Day of the month in which the Products and the End- User Licence were delivered U.S. Dollars. AGC may make payment by any means satisfactory to the Reseller. 7.7 Where the Reseller has a credit account with ESET UK then all invoices shall be paid in full by the Reseller within 30 days of the invoice dateAGC, including, but not limited to, check or wire transfer. Payments may be made by debit or credit card, BACS or cheque. Where the Reseller does not have a credit account with ESET UK then all invoices shall be payable on a pro-forma basis by debit or credit card only. 7.8 The Reseller shall not be entitled by reason of any set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to the ESET UK under an invoice. 7.9 The Reseller shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the sale, lease, licence or other distribution of the Products and the End-User Licence by the Reseller. 7.10 Interest shall be chargeable on any amounts overdue at the rate of 4% per annum above the base rate of National Westminster Bank Plc as applying from time to time to run from the due date for payment until receipt by the ESET UK of the full amount whether or not after judgment and without prejudice to any other right or remedy of ESET UK. 7.11 If the Reseller shall at any time default in payment of an invoice on the due date or if the Reseller’s credit standing is at any time in the opinion of ESET UK impaired for any other reason ESET UK may without Without prejudice to any other of its rights: 7.11.1 demand immediate payment for the Products and AGC’s rights or End-User Licence: 7.11.2 remedies, AGC may withhold all deliveries or set off, at any time, (i) any amounts invoiced by Seller that are disputed by AGC or (ii) amounts owing to Seller arising out of the Products PO or End-User Licence under any other Contract: 7.11.3 supply the Products and the End-User Licence on such terms as to payment as ESET UK may require; 7.11.4 suspend the Reseller from ordering the Products and further End-User Licence; and/or 7.11.5 cancel any unpaid End-User Licences and remove the Reseller and the relevant End-User from Products update serversagreement with Seller. 7.12 Any and all expenses, costs and charges incurred by the Reseller in the performance of its obligations under this Agreement (including any Software Support Services) shall be paid by the Reseller unless ESET UK has expressly agreed beforehand in Writing to pay such expenses, costs and charges.

PRICE & PAYMENT. 7.1 The Reseller agrees to pay 3.1 Macromedia will charge Distributor the Reseller Purchase Price for the Products and according to its Price List (see Exhibit B) in effect at the End-User Licence. 7.2 The Reseller Price shall be paid in Sterling and, in the case of those Products delivered in boxed Product format is exclusive time of the costs of carriageorder. Macromedia reserves the right to change its Purchase Prices at any time, packing upon written notice to Distributor, and insurance which shall be added to the invoice for the Products. The Reseller Price is VAT exclusive and VAT shall be charged thereon together with any other applicable taxes, which shall be paid by the Reseller. 7.3 If the Reseller requests a version of the Products which is different to the standard version, then the Reseller Price shall be subject to adjustment as mutually agreed in Writing between the parties. 7.4 Unless otherwise agreed in Writing, where the Reseller places an order for an “In-house Licence” for its own use as an End- User then the price to be paid shall be the Recommended Price. 7.5 ESET UK shall give the Reseller 14 provide thirty (30) days notice of any increase in Prices. 3.2 In the price for event Macromedia reduces the Products Purchase Price of any Product, Macromedia will credit to Distributor an amount equal to the product of (a) the difference between the new Purchase Price and the End-User Licenceformer Purchase Price for such Product, and (b) the number of units of such Product then in Distributor’s and its customers’ inventory plus (c) the number of units sold to Resellers thirty (30) days prior to the reduction provided that (i) the Resellers are entitled to price protection, and (ii) Distributor can provide evidence, within thirty (30) days of notification by Macromedia, that price production has been claimed by the Resellers for such units. Any In the event that Macromedia should raise the Purchase Price of any Product, Macromedia will honor each order made or mailed by Distributor before such price increase pursuant to change becomes effective at the Purchase Price in effect when such notice shall not affect Confirmed Ordersorder was made or mailed. 7.6 ESET UK 3.3 Payments on credit terms shall be made in accordance with Payment Terms, defined on Exhibit A. If Distributor does not qualify for credit terms, or upon prior agreement with Macromedia, Distributor shall prepay orders, after first contacting Macromedia to obtain the invoice total. Macromedia shall ship Products after receipt and clearing of full prepayment. Should Macromedia grant credit terms, Macromedia reserves the right to invoice cancel or delay delivery of Products if Distributor fails to make timely payments for Products purchased under the Reseller by e-mailAgreement or if Macromedia deems itself insecure. E- mailed invoices will be in PDF format and Failure to make timely payments shall be dated the last Working Day deemed to be a material breach of the month in which the Products and the End- User Licence were delivered Agreement, subject to the Resellerright to withhold as follows: Notwithstanding any other provision to the contrary, Distributor shall not be deemed in default if it withholds any specific amount to Macromedia because of a legitimate dispute between the parties as to that specific amount pending the timely resolution of the disputed amount. 7.7 Where the Reseller has 3.4 Distributor shall use utilize commercially reasonable efforts to submit claims for a credit account with ESET UK then all invoices shall be paid to Distributor’s account, upon any basis (e.g., for price protection, defective product returns, marketing activities, etc.) to Macromedia’s attention, in full by the Reseller writing, within 30 ninety (90) days of the invoice dateevent upon which the claim is based. Payments Macromedia agrees to consider any claims brought thereafter on a case-by-case basis. 3.5 Macromedia’s prices do not include any foreign, federal, state or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees which Macromedia may be made by debit required to pay or credit card, BACS or cheque. Where collect upon the Reseller does not have a credit account with ESET UK then all invoices shall be payable on a pro-forma basis by debit or credit card only. 7.8 The Reseller shall not be entitled by reason of any set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to the ESET UK under an invoice. 7.9 The Reseller shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the sale, lease, licence or other distribution of the Products and the End-User Licence by the Reseller. 7.10 Interest shall be chargeable on any amounts overdue at the rate of 4% per annum above the base rate of National Westminster Bank Plc as applying from time to time to run from the due date for payment until receipt by the ESET UK of the full amount whether or not after judgment and without prejudice to any other right or remedy of ESET UK. 7.11 If the Reseller shall at any time default in payment of an invoice on the due date or if the Reseller’s credit standing is at any time in the opinion of ESET UK impaired for any other reason ESET UK may without prejudice to any other of its rights: 7.11.1 demand immediate payment for the Products and or End-User Licence: 7.11.2 withhold all deliveries delivery of the Products or End-User Licence under upon collection of the price. Should any other Contract: 7.11.3 supply the Products and the End-User Licence on such terms as to payment as ESET UK may require; 7.11.4 suspend the Reseller from ordering the Products and further End-User Licence; and/or 7.11.5 cancel any unpaid End-User Licences and remove the Reseller and the relevant End-User from Products update servers. 7.12 Any and all expensestax or levy be made, costs and charges incurred by the Reseller in the performance of its obligations under this Agreement (including any Software Support Services) shall be paid by the Reseller unless ESET UK has expressly agreed beforehand in Writing Distributor agrees to pay such expensestax or levy and indemnify Macromedia for any claim for such tax or levy demanded. Distributor covenants to Macromedia that all Products acquired hereunder will be for redistribution in the ordinary course of Distributor’s business, costs and chargesDistributor agrees to provide Macromedia with appropriate resale certificate numbers and other documentation satisfactory for the applicable taxing authorities to substantiate any claim of exemption from any such taxes or fees.

PRICE & PAYMENT. 7.1 The Reseller agrees prices to pay be paid by the Reseller Price Company to Supplier for the Products and the End-User Licence. 7.2 The Reseller Price Supplies shall be paid in Sterling andUS Dollars. The prices shall be set forth by the Supplier in electronic format in its database of Products and Supplies as described in Section 3 below. Generally, the Supplier receives a discount from publisher's list price on Products ("Supplier's Discount"). [*] the Company will pay the Supplier according to the Discount Schedule below. The discount codes for each product will be transmitted to the Company in the case database (section 3). DISCOUNT SCHEDULE ----------------- CODE DISCOUNT ---- -------- [*] [*] indicates redacted text. 3 DISCOUNT SCHEDULE ----------------- CODE DISCOUNT ---- -------- [*] There will be a distribution fee of those [*] per shipment for Products delivered and Supplies ordered from the Supplier by the Company. Thirty days from the signing of this agreement, for written or email purchase orders (not in boxed Product format is exclusive BISAC format), there will be a processing fee of [*] per order for input of the costs of carriageorder into the Supplier's system. If the Company inputs the orders, packing and insurance which shall the order processing fee will be added waived. The Supplier will make available to the invoice Company access to the Suppliers system for purpose of the ProductsCompany inputting orders. For shipping and tracking information, if the Company is unable to accept an electronic file, there is a [*] per shipment. If the Company is unable to submit or receive the purchase order information or shipping and tracking information due to the fault of the Supplier, the processing fees will be waived by the Supplier. The Reseller Price is VAT exclusive and VAT shall be charged thereon together with any other applicable taxes, which shall be paid by Supplier will provide the Reseller. 7.3 If the Reseller requests Supplies at a version of the Products which is different price to the standard version, then Company as set forth on the Reseller Price shall be subject to adjustment as mutually agreed database of Products and Supplies described in Writing between the parties. 7.4 Unless otherwise agreed in Writing, where the Reseller places an order Section 3 below. The Prices for an “In-house Licence” for its own use as an End- User then the price to be paid backordered items shall be the Recommended Priceprices in effect on the day the order is placed. All backorders are considered valid unless cancelled in writing. Shipping charges, customs charges and non-deliverable charges assessed by the carrier shall be the responsibility of [*]. 7.5 ESET UK 2.1 The Company shall give the Reseller 14 days notice of any increase in the price for the Products and the End-User Licence. Any price increase pursuant to such notice shall not affect Confirmed Orders. 7.6 ESET UK reserves have the right at any time to invoice maintain a line of credit agreed upon between the Reseller by e-mailSupplier and Company. E- mailed invoices will be in PDF format and The company can maintain an outstanding balance up to or at the credit limit. Payment shall be dated the last Working Day of the month in which the Products and the End- User Licence were delivered to the Reseller. 7.7 Where the Reseller has a credit account with ESET UK then all invoices shall be paid made in full by the Reseller Company within 30 [*] from the date of invoice for Products and Supplies. As the Company's credit history is established, the Supplier will increase the Company's credit limit. Claims for shortages or damaged merchandise must be sent to Supplier within thirty days of the invoice date. Payments may be made by debit or credit card, BACS or cheque. Where the Reseller does not have a credit account with ESET UK then all invoices shall be payable on a pro-forma basis by debit or credit card onlyreceipt of goods. 7.8 The Reseller shall not be entitled by reason of any set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to the ESET UK under an invoice. 7.9 The Reseller shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the sale, lease, licence or other distribution of the Products and the End-User Licence by the Reseller. 7.10 Interest shall be chargeable on any amounts overdue at the rate of 4% per annum above the base rate of National Westminster Bank Plc as applying from time to time to run from the due date for payment until receipt by the ESET UK of the full amount whether or not after judgment and without prejudice to any other right or remedy of ESET UK. 7.11 If the Reseller shall at any time default in payment of an invoice on the due date or if the Reseller’s credit standing is at any time in the opinion of ESET UK impaired for any other reason ESET UK may without prejudice to any other of its rights: 7.11.1 demand immediate payment for the Products and or End-User Licence: 7.11.2 withhold all deliveries of the Products or End-User Licence under any other Contract: 7.11.3 supply the Products and the End-User Licence on such terms as to payment as ESET UK may require; 7.11.4 suspend the Reseller from ordering the Products and further End-User Licence; and/or 7.11.5 cancel any unpaid End-User Licences and remove the Reseller and the relevant End-User from Products update servers. 7.12 Any and all expenses, costs and charges incurred by the Reseller in the performance of its obligations under this Agreement (including any Software Support Services) shall be paid by the Reseller unless ESET UK has expressly agreed beforehand in Writing to pay such expenses, costs and charges.

PRICE & PAYMENT. 7.1 The Reseller (a) Kidde agrees to pay Sigmaton for each CO Detector Delivered to Kidde hereunder a purchase price ("PRICE") determined in accordance with a separate agreement (the Reseller Price for "Side Agreement") dated January 1, 2000; the Products and the End-User Licence. 7.2 The Reseller Price shall be paid in Sterling and, in the case terms of those Products delivered in boxed Product format is exclusive of the costs of carriage, packing and insurance which shall be added to the invoice for the Products. The Reseller Price is VAT exclusive and VAT shall be charged thereon together with any other applicable taxes, which shall be paid by the Reseller. 7.3 If the Reseller requests a version of the Products which is different to the standard version, then the Reseller Price shall be subject to adjustment as mutually have been agreed in Writing upon between the parties. 7.4 Unless otherwise agreed (b) Prices in Writingthe Side Agreement are quoted in U.S. dollars F.O.B. SigmaTron's warehouse Del Rio, where Texas. (c) Prices are quoted on the Reseller places an order basis that any taxes arising under the federal, state or local laws of Mexico relating to SigmaTron's manufacture of CO Detectors in Mexico and any customs duties relating to the transfer of property from Mexico to the United States are the responsibility of SigmaTron and that all other property, sales, use or other taxes assessed on the manufacture, storage or sale of CO Detectors are the responsibility of Kidde; provided, however, that SigmaTron is responsible for an “In-house Licence” taxes assessed on its manufacturing operation in Mexico. The party responsible for its own use as an End- User then the price any such duties or taxes shall cause to be paid filed all returns and reports required in connection with such duties or taxes and shall indemnify and hold the other party harmless with respect to such duties or taxes, as the case may be. (d) Payment shall be received by SigmaTron on or before 60 days after the Recommended Price. 7.5 ESET UK date of SigmaTron's delivery of invoices with detailed cost support documentation to Kidde. SigmaTron shall give the Reseller 14 issue invoices daily as CO Detectors are shipped to Kidde designated location. Kidde will not be required to pay invoices in 60 days notice of any increase in the price for the Products and the End-User Licence. Any price increase pursuant to such notice shall if it has not affect Confirmed Orders. 7.6 ESET UK reserves the right to invoice the Reseller by e-mail. E- mailed invoices will be in PDF format and shall be dated the last Working Day of the month in which the Products and the End- User Licence were delivered to the Reseller. 7.7 Where the Reseller has a credit account with ESET UK then all invoices shall be paid in full by the Reseller received cost support documentation from SigmaTron within 30 days of the invoice dateinvoice. Payments may be made by debit or credit cardKIDDE AGREES TO PAY A 1% PER MONTH PENALTY ON ALL INVOICES NOT PAID WITHIN 60 DAYS, BACS or chequeASSUMING THAT SIGMATRON HAS MET ALL INVOICE DOCUMENTATION REQUIREMENTS. Where the Reseller does not have a credit account with ESET UK then all invoices shall be payable on a pro-forma basis by debit or credit card onlyTHE 1% PENALTY SHALL NOT APPLY TO SPECIFIC INVOICE PAYMENT TERMS THAT MAY BE AGREED TO SEPARATELY BY KIDDE AND SIGMATRON. 7.8 The Reseller shall not be entitled by reason of any set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to the ESET UK under an invoice. 7.9 The Reseller shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the sale, lease, licence or other distribution of the Products and the End-User Licence by the Reseller. 7.10 Interest shall be chargeable on any amounts overdue at the rate of 4% per annum above the base rate of National Westminster Bank Plc as applying from time to time to run from the due date for payment until receipt by the ESET UK of the full amount whether or not after judgment and without prejudice to any other right or remedy of ESET UK. 7.11 If the Reseller shall at any time default in payment of an invoice on the due date or if the Reseller’s credit standing is at any time in the opinion of ESET UK impaired for any other reason ESET UK may without prejudice to any other of its rights: 7.11.1 demand immediate payment for the Products and or End-User Licence: 7.11.2 withhold all deliveries of the Products or End-User Licence under any other Contract: 7.11.3 supply the Products and the End-User Licence on such terms as to payment as ESET UK may require; 7.11.4 suspend the Reseller from ordering the Products and further End-User Licence; and/or 7.11.5 cancel any unpaid End-User Licences and remove the Reseller and the relevant End-User from Products update servers. 7.12 Any and all expenses, costs and charges incurred by the Reseller in the performance of its obligations under this Agreement (including any Software Support Services) shall be paid by the Reseller unless ESET UK has expressly agreed beforehand in Writing to pay such expenses, costs and charges.

PRICE & PAYMENT. 7.1 The Reseller agrees Price specified in PO is complete and includes all charges for crating, packing, storage, transportation and delivery to Destination (see POTC Section 5), and all governmental (municipal/local, provincial/state or federal/national) and regulatory charges, surcharges, fees, taxes (including, but not limited to, HST, GST, PST) or the like (“Taxes”) that Seller is required by domestic or foreign law to collect from AGC. Seller shall separately state such Taxes on its invoices to AGC. Seller shall make payment of all Taxes. No additional charges, surcharges, fees, taxes or the like may be added. No later than five (5) business days from AGC’s request, Seller will provide AGC with evidence of payment of Taxes to respective authorities receiving Taxes. If price is not stipulated in PO, then Seller shall not fill PO at any price higher than that last quoted in writing or charged by Seller to AGC, whichever is lesser. Unless otherwise specified, prices in PO are firm for any PO quantity or term specified. No increase in price of G&S by Seller will apply to PO or be effective against AGC without prior written consent of AGC. Seller shall provide AGC with pricing and terms for G&S that are not less favorable than those provided to other purchasers. If Seller reduces price for G&S, then Seller shall also immediately reduce price to AGC accordingly and refund to AGC any excess amount paid from the point in time of the initial price reduction. At any time during term of PO, if AGC receives from another source an offer to sell G&S of like quality, as determined by AGC, to that offered by Seller at a lower effective price (including delivery) than that under PO, AGC may request Seller to match such competitive offer. If within five (5) business days after date of AGC’s request Seller has not agreed to match such competitive offer, then AGC may purchase such G&S from such competitive source and the quantity so purchased will be deducted from PO. AGC shall have no responsibility to Seller for any consequential, reliance, or direct or indirect costs or losses of Seller whatsoever related to AGC’s election to purchase G&S from another source including, but not limited to, those related to design, engineering, or overhead expenses. Unless otherwise set forth in PO or agreed to in writing by the Parties, Seller shall send invoices (i) promptly, (ii) only after shipment of G&S and (iii) to AGC’s address as stated on PO. Payment terms are net forty-five (45) days from (i) AGC’s acceptance of G&S covered by PO, or (ii) AGC’s receipt of a correct invoice, whichever is later. AGC will have no obligation whatsoever to pay the Reseller Price for the Products and the End-User Licence. 7.2 The Reseller Price shall be paid in Sterling and, in the case of those Products delivered in boxed Product format is exclusive of the costs of carriage, packing and insurance which shall be added to any G&S if the invoice for the Products. The Reseller Price such G&S is VAT exclusive not received by AGC within ninety (90) days after shipment of G&S. AGC will pay invoices in accordance with payment terms and VAT shall be charged thereon together with any other applicable taxescurrency set forth in PO, which shall be paid by the Reseller. 7.3 If the Reseller requests a version of the Products which is different to the standard versionwhich, then the Reseller Price shall be subject to adjustment as mutually agreed in Writing between the parties. 7.4 Unless unless otherwise agreed in Writingstated, where the Reseller places an order for an “In-house Licence” for its own use as an End- User then the price to be paid shall be the Recommended Price. 7.5 ESET UK shall give the Reseller 14 days notice of any increase in the price for the Products and the End-User Licence. Any price increase pursuant to such notice shall not affect Confirmed Orders. 7.6 ESET UK reserves the right to invoice the Reseller by e-mail. E- mailed invoices will be in PDF format and shall be dated the last Working Day of the month in which the Products and the End- User Licence were delivered U.S. Dollars. AGC may make payment by any means satisfactory to the Reseller. 7.7 Where the Reseller has a credit account with ESET UK then all invoices shall be paid in full by the Reseller within 30 days of the invoice dateAGC, including, but not limited to, check or wire transfer. Payments may be made by debit or credit card, BACS or cheque. Where the Reseller does not have a credit account with ESET UK then all invoices shall be payable on a pro-forma basis by debit or credit card only. 7.8 The Reseller shall not be entitled by reason of any set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to the ESET UK under an invoice. 7.9 The Reseller shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the sale, lease, licence or other distribution of the Products and the End-User Licence by the Reseller. 7.10 Interest shall be chargeable on any amounts overdue at the rate of 4% per annum above the base rate of National Westminster Bank Plc as applying from time to time to run from the due date for payment until receipt by the ESET UK of the full amount whether or not after judgment and without prejudice to any other right or remedy of ESET UK. 7.11 If the Reseller shall at any time default in payment of an invoice on the due date or if the Reseller’s credit standing is at any time in the opinion of ESET UK impaired for any other reason ESET UK may without Without prejudice to any other of its rights: 7.11.1 demand immediate payment for the Products and AGC’s rights or End-User Licence: 7.11.2 remedies, AGC may withhold all deliveries or set off, at any time, (i) any amounts invoiced by Seller that are disputed by AGC or (ii) amounts owing to Seller arising out of the Products PO or End-User Licence under any other Contract: 7.11.3 supply the Products and the End-User Licence on such terms as to payment as ESET UK may require; 7.11.4 suspend the Reseller from ordering the Products and further End-User Licence; and/or 7.11.5 cancel any unpaid End-User Licences and remove the Reseller and the relevant End-User from Products update serversagreement with Seller. 7.12 Any and all expenses, costs and charges incurred by the Reseller in the performance of its obligations under this Agreement (including any Software Support Services) shall be paid by the Reseller unless ESET UK has expressly agreed beforehand in Writing to pay such expenses, costs and charges.

PRICE & PAYMENT. 7.1 The Reseller agrees 3.1. Distributor shall pay to pay Gigamon the Reseller Price prices (in U.S. dollars) set forth on Gigamon’s then current Distributor price list for the Products and the End-User Licence. 7.2 The Reseller Price shall be paid in Sterling andall Products, in the case of those Products delivered in boxed Product format is exclusive of the costs of carriage, packing and insurance which shall be added to the invoice for the Products. The Reseller Price is VAT exclusive and VAT shall be charged thereon together with any other applicable prices do not include taxes, duties, transportation, insurance or handling, all of which shall are additional charges to be paid by the ResellerDistributor, and are not subject to discount. Distributor’s Discounts to list pricing are shown on Exhibit C. Gigamon may change prices or Products at any time by providing Distributor with at least thirty (30) days advance written notice of such changes. 7.3 If the Reseller requests 3.2. All orders, purchase orders and terms of payment will be made with Gigamon. 3.3. Payment shall be due net thirty (30) days after shipment with a version 1% discount paid on all orders paid within 10 days of invoice date. 3.4. All outstanding amounts which are not paid when due shall bear a late charge of the Products which is different lesser of 1.5% per month or the maximum allowable statutory rate at the time. In addition to all other rights available to Gigamon, Gigamon shall have the standard version, then the Reseller Price right to suspend shipments during any period when outstanding amounts are overdue. 3.5. Delivery dates as set forth in any purchase order or confirmation thereof shall be subject deemed to adjustment as mutually agreed be estimated only. Gigamon shall not be liable for delays or defaults in Writing between the partiesdelivery of any Products due to acts beyond the control and without the fault or negligence of Gigamon. 7.4 Unless otherwise agreed 3.6. Product price reductions made by Gigamon shall be communicated to distributor in Writing, where writing. Distributor shall receive a credit for the Reseller places difference in price between acquisition cost of current inventory affected by announced price reduction and the new price. This shall not apply to any orders shipped and invoiced to Distributor customers prior to any such price reductions. 3.7. Gigamon may upon thirty (30) days advance notice increase prices on any Products. Distributor may place an order for an “In-house Licence” for its own use as an End- User then Products prior to the price to be paid shall be the Recommended Priceeffective date of any such increase. 7.5 ESET UK shall give the Reseller 14 days notice of any increase in the price for the 3.8. Gigamon may discontinue Products and the End-User Licence. Any price increase pursuant to such notice shall not affect Confirmed Orders. 7.6 ESET UK reserves the right to invoice the Reseller by e-mail. E- mailed invoices will be in PDF format and shall be dated the last Working Day of the month in which the Products and the End- User Licence were delivered to the Reseller. 7.7 Where the Reseller has a credit account with ESET UK then all invoices shall be paid in full by the Reseller within 30 days of the invoice date. Payments may be made by debit or credit card, BACS or cheque. Where the Reseller does not have a credit account with ESET UK then all invoices shall be payable on a pro-forma basis by debit or credit card only. 7.8 The Reseller shall not be entitled by reason of any set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to the ESET UK under an invoice. 7.9 The Reseller shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the sale, lease, licence or other distribution of the Products and the End-User Licence by the Reseller. 7.10 Interest shall be chargeable on any amounts overdue at the rate of 4% per annum above the base rate of National Westminster Bank Plc as applying from time to time to run from the due date for payment until receipt by the ESET UK of the full amount whether or not after judgment and without prejudice to any other right or remedy of ESET UK. 7.11 If the Reseller shall at any time default on sixty (60) days’ written notice. In such event, Distributor may exchange discontinued Products in payment stock for the same value of an invoice replacement Product within the 60 day notice period. 3.9. Upon receipt of discontinuation notice, Distributor at its option may cancel all backlogged orders for the discontinued Product without penalty 3.10. If a Product is discontinued, the discontinued Products shipped to Gigamon need to meet the following conditions: 3.10.1. The discontinued Products are new, unused and in factory sealed-boxes; 3.10.2. The discontinued Products are in Distributors stock on the due date or if the Reseller’s credit standing is at any time in the opinion of ESET UK impaired for any other reason ESET UK may without prejudice to any other of its rights: 7.11.1 demand immediate payment for the Products and or End-User Licence: 7.11.2 withhold all deliveries of the Products or End-User Licence under any other Contract: 7.11.3 supply the Products and the End-User Licence on such terms as to payment as ESET UK may require; 7.11.4 suspend the Reseller from ordering the Products and further End-User Licencenotice; and/or 7.11.5 cancel any unpaid End-User Licences and remove the Reseller and the relevant End-User from Products update servers. 7.12 Any and all expenses, costs and charges incurred by the Reseller in the performance of its obligations under this Agreement (including any Software Support Services) shall be paid by the Reseller unless ESET UK has expressly agreed beforehand in Writing to pay such expenses, costs and charges.and

PRICE & PAYMENT. 7.1 The Reseller agrees to pay 3.1 Macromedia will charge Distributor the Reseller Purchase Price for the Products and according to its Price List (see Exhibit B) in effect at the End-User Licence. 7.2 The Reseller Price shall be paid in Sterling and, in the case of those Products delivered in boxed Product format is exclusive time of the costs of carriageorder. Macromedia reserves the right to change its Purchase Prices at any time, packing upon written notice to Distributor, and insurance which shall be added to the invoice for the Products. The Reseller Price is VAT exclusive and VAT shall be charged thereon together with any other applicable taxes, which shall be paid by the Reseller. 7.3 If the Reseller requests a version of the Products which is different to the standard version, then the Reseller Price shall be subject to adjustment as mutually agreed in Writing between the parties. 7.4 Unless otherwise agreed in Writing, where the Reseller places an order for an “In-house Licence” for its own use as an End- User then the price to be paid shall be the Recommended Price. 7.5 ESET UK shall give the Reseller 14 provide thirty (30) days notice of any increase in Prices. 3.2 In the price for event Macromedia reduces the Products Purchase Price of any Product, Macromedia will credit to Distributor an amount equal to the product of (a) the difference between the new Purchase Price and the Endformer Purchase Price for such Product, and (b) the number of units of such Product then in Distributor’s and its customers’ inventory plus (c) the number of units sold to Resellers Forty-User LicenceFive (45) days prior to the reduction provided that (i) the Resellers are entitled to price protection, and (ii) Distributor can provide evidence, within Forty-Five (45) days of notification by Macromedia, that price production has been claimed by the Resellers for such units. Any In the event that Macromedia should raise the Purchase Price of any Product, Macromedia will honor each order made or mailed by Distributor before such price increase pursuant to change becomes effective at the Purchase Price in effect when such notice shall not affect Confirmed Ordersorder was made or mailed. 7.6 ESET UK 3.3 Payments on credit terms shall be made in accordance with Payment Terms, defined on Exhibit A. If Distributor does not qualify for credit terms, or upon prior agreement with Macromedia, Distributor shall prepay orders, after first contacting Macromedia to obtain the invoice total. Macromedia shall ship Products after receipt and clearing of full prepayment. Should Macromedia grant credit terms, Macromedia reserves the right to invoice cancel or delay delivery of Products if Distributor fails to make timely payments for Products purchased under the Reseller by e-mailAgreement or if Macromedia deems itself insecure. E- mailed invoices will be in PDF format and Failure to make timely payments of undisputed obligations shall be dated the last Working Day deemed to be a material breach of the month in which the Products and the End- User Licence were delivered to the ResellerAgreement. 7.7 Where the Reseller has 3.4 Any claims for a credit account with ESET UK then all invoices to Distributor’s account, upon any basis (e.g., for price protection, defective Product returns, marketing activities, etc.), shall be paid brought to Macromedia’s attention, in full by the Reseller writing, within 30 ninety (90) days of the invoice datedate of the event upon which the claim is based. Payments Macromedia agrees to consider any claims brought thereafter on a case-by-case basis. 3.5 Macromedia’s prices do not include any foreign, federal, state, local sales, or use taxes, which Macromedia may be made by debit required to pay or credit card, BACS or cheque. Where collect upon the Reseller does not have a credit account with ESET UK then all invoices shall be payable on a pro-forma basis by debit or credit card only. 7.8 The Reseller shall not be entitled by reason of any set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to the ESET UK under an invoice. 7.9 The Reseller shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the sale, lease, licence or other distribution of the Products and the End-User Licence by the Reseller. 7.10 Interest shall be chargeable on any amounts overdue at the rate of 4% per annum above the base rate of National Westminster Bank Plc as applying from time to time to run from the due date for payment until receipt by the ESET UK of the full amount whether or not after judgment and without prejudice to any other right or remedy of ESET UK. 7.11 If the Reseller shall at any time default in payment of an invoice on the due date or if the Reseller’s credit standing is at any time in the opinion of ESET UK impaired for any other reason ESET UK may without prejudice to any other of its rights: 7.11.1 demand immediate payment for the Products and or End-User Licence: 7.11.2 withhold all deliveries delivery of the Products or End-User Licence under upon collection of the price. Should any other Contract: 7.11.3 supply the Products and the End-User Licence on such terms as to payment as ESET UK may require; 7.11.4 suspend the Reseller from ordering the Products and further End-User Licence; and/or 7.11.5 cancel any unpaid End-User Licences and remove the Reseller and the relevant End-User from Products update servers. 7.12 Any and all expensestax or levy be made, costs and charges incurred by the Reseller in the performance of its obligations under this Agreement (including any Software Support Services) shall be paid by the Reseller unless ESET UK has expressly agreed beforehand in Writing Distributor agrees to pay such expensestax or levy and indemnify Macromedia for any claim for such tax or levy demanded. Distributor covenants to Macromedia that all Products acquired hereunder will be for redistribution in the ordinary course of Distributor’s business, costs and chargesDistributor agrees to provide Macromedia with appropriate resale certificate numbers and other documentation satisfactory for the applicable taxing authorities to substantiate any claim of exemption from any such taxes or fees.

PRICE & PAYMENT. 7.1 The Reseller agrees 3.1. Distributor shall pay to pay Gigamon the Reseller Price prices (in U.S. dollars) set forth on Gigamon’s then current Distributor price list for the Products and the End-User Licence. 7.2 The Reseller Price shall be paid in Sterling andall Products, in the case of those Products delivered in boxed Product format is exclusive of the costs of carriage, packing and insurance which shall be added to the invoice for the Products. The Reseller Price is VAT exclusive and VAT shall be charged thereon together with any other applicable prices do not include taxes, duties, transportation, insurance or handling, all of which shall are additional charges to be paid by the ResellerDistributor, and are not subject to discount. Distributor’s Discounts to list pricing are shown on Exhibit C. Gigamon may change prices or Products at any time by providing Distributor with at least thirty (30) days advance written notice of such changes. 7.3 If the Reseller requests 3.2. All orders, purchase orders and terms of payment will be made with Gigamon. 3.3. Payment shall be due net thirty (30) days after shipment with a version 1% discount paid on all orders paid within 10 days of invoice date. 3.4. All outstanding amounts which are not paid when due shall bear a late charge of the Products which is different lesser of 1.5% per month or the maximum allowable statutory rate at the time. In addition to all other rights available to Gigamon, Gigamon shall have the standard version, then the Reseller Price right to suspend shipments during any period when outstanding amounts are overdue. 3.5. Delivery dates as set forth in any purchase order or confirmation thereof shall be subject deemed to adjustment as mutually agreed be estimated only. Gigamon shall not be liable for delays or defaults in Writing between the partiesdelivery of any Products due to acts beyond the control and without the fault or negligence of Gigamon. 7.4 Unless otherwise agreed 3.6. Product price reductions made by Gigamon shall be communicated to distributor in Writing, where writing. Distributor shall receive a credit for the Reseller places difference in price between acquisition cost of current inventory affected by announced price reduction and the new price. This shall not apply to any orders shipped and invoiced to Distributor customers prior to any such price reductions. 3.7. Gigamon may upon thirty (30) days advance notice increase prices on any Products. Distributor may place an order for an “In-house Licence” for its own use as an End- User then Products prior to the price to be paid shall be the Recommended Priceeffective date of any such increase. 7.5 ESET UK shall give the Reseller 14 days notice of any increase in the price for the 3.8. Gigamon may discontinue Products and the End-User Licence. Any price increase pursuant to such notice shall not affect Confirmed Orders. 7.6 ESET UK reserves the right to invoice the Reseller by e-mail. E- mailed invoices will be in PDF format and shall be dated the last Working Day of the month in which the Products and the End- User Licence were delivered to the Reseller. 7.7 Where the Reseller has a credit account with ESET UK then all invoices shall be paid in full by the Reseller within 30 days of the invoice date. Payments may be made by debit or credit card, BACS or cheque. Where the Reseller does not have a credit account with ESET UK then all invoices shall be payable on a pro-forma basis by debit or credit card only. 7.8 The Reseller shall not be entitled by reason of any set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to the ESET UK under an invoice. 7.9 The Reseller shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the sale, lease, licence or other distribution of the Products and the End-User Licence by the Reseller. 7.10 Interest shall be chargeable on any amounts overdue at the rate of 4% per annum above the base rate of National Westminster Bank Plc as applying from time to time to run from the due date for payment until receipt by the ESET UK of the full amount whether or not after judgment and without prejudice to any other right or remedy of ESET UK. 7.11 If the Reseller shall at any time default on sixty (60) days’ written notice. In such event, Distributor may exchange discontinued Products in payment stock for the same value of an invoice replacement Product within the 60 day notice period. 3.9. Upon receipt of discontinuation notice, Distributor at its option may cancel all backlogged orders for the discontinued Product without penalty 3.10. If a Product is discontinued, the discontinued Products shipped to Gigamon need to meet the following conditions: 3.10.1 The discontinued Products are new, unused and in factory sealed-boxes; 3.10.2 The discontinued Products are in Distributors stock on the due date or if the Reseller’s credit standing is at any time in the opinion of ESET UK impaired for any other reason ESET UK may without prejudice to any other of its rights: 7.11.1 demand immediate payment for the Products and or End-User Licence: 7.11.2 withhold all deliveries of the Products or End-User Licence under any other Contract: 7.11.3 supply the Products and the End-User Licence on such terms as to payment as ESET UK may require; 7.11.4 suspend the Reseller from ordering the Products and further End-User Licencenotice; and/or 7.11.5 cancel any unpaid End-User Licences and remove the Reseller and the relevant End-User from Products update servers. 7.12 Any and all expenses, costs and charges incurred by the Reseller in the performance of its obligations under this Agreement (including any Software Support Services) shall be paid by the Reseller unless ESET UK has expressly agreed beforehand in Writing to pay such expenses, costs and charges.and