Common use of PRICE & PAYMENT Clause in Contracts

PRICE & PAYMENT. 3.1 Macromedia will charge Distributor the Purchase Price for the Products according to its Price List (see Exhibit B) in effect at the time of the order. Macromedia reserves the right to change its Purchase Prices at any time, upon written notice to Distributor, and shall provide thirty (30) days notice of any increase in Prices. 3.2 In the event Macromedia reduces the 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 former 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. 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 change becomes effective at the Purchase Price in effect when such order was made or mailed. 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 cancel or delay delivery of Products if Distributor fails to make timely payments for Products purchased under the Agreement or if Macromedia deems itself insecure. Failure to make timely payments shall be deemed to be a material breach of the Agreement, subject to the right 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. 3.4 Distributor shall use utilize commercially reasonable efforts to submit claims for a credit to Distributor’s account, upon any basis (e.g., for price protection, defective product returns, marketing activities, etc.) to Macromedia’s attention, in writing, within ninety (90) days of the event upon which the claim is based. 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 required to pay or collect upon the delivery of the Products or upon collection of the price. Should any tax or levy be made, Distributor agrees to pay such tax 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, and Distributor 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. 3.1 Macromedia will charge Distributor the Purchase Price for the Products according to its Price List (see Exhibit B) in effect at the time of the order. Macromedia reserves the right to change its Purchase Prices at any time, upon written notice to Distributor, and shall provide thirty (30) days notice of any increase in Prices. 3.2 In the event Macromedia reduces the 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 former 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 Forty-Five (3045) days prior to the reduction provided that (i) the Resellers are entitled to price protection, and (ii) Distributor can provide evidence, within thirty Forty-Five (3045) days of notification by Macromedia, that price production has been claimed by the Resellers for such units. 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 change becomes effective at the Purchase Price in effect when such order was made or mailed. 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 cancel or delay delivery of Products if Distributor fails to make timely payments for Products purchased under the Agreement or if Macromedia deems itself insecure. Failure to make timely payments of undisputed obligations shall be deemed to be a material breach of the Agreement, subject to the right 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. 3.4 Distributor shall use utilize commercially reasonable efforts to submit Any claims for a credit to Distributor’s account, upon any basis (e.g., for price protection, defective product Product returns, marketing activities, etc.) ), shall be brought to Macromedia’s attention, in writing, within ninety (90) days of the date of the event upon which the claim is based. 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 state, local sales, use, value added or other use taxes, customs duties, or similar tariffs and fees which Macromedia may be required to pay or collect upon the delivery of the Products or upon collection of the price. Should any tax or levy be made, Distributor agrees to pay such tax 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, and Distributor 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. 3.1 Macromedia will charge Distributor 5.1. The Price payable by the Purchase Price Customer for the Products according Goods or Services shall be the Price set out in an Agreed Quotation 5.2. Subject to its Price List (see Exhibit B) in effect at clause 5.3, quotations are valid for 10 Business Days after the time date of the orderQuotation. 5.3. Macromedia reserves If, between the right date of the Quotation and supply of the Goods, there is an increase in the cost of the supply of the Goods which is due to change its Purchase Prices at reasons beyond the Supplier’s control, then the Supplier will be entitled to pass on such increase to the Customer. 5.4. The Customer shall pay the Price in full including any timeincrease under clause 5.3, upon written notice if applicable, (plus GST) immediately on supply of the Goods unless cl 5.5 applies and the Customer authorises the Supplier to Distributordeduct payment for the Price from the Customer’s credit card immediately after supply of the Goods. 5.5. If the Customer has established a Credit Account with the Supplier, the Customer shall have until the end of 7 days from supply of the Goods to pay the Price. 5.6. If the Customer does not use their Supplier credit account for more than 12 months, the credit account will be automatically deactivated, with no liability to the Supplier, and shall provide thirty (30) days notice of any increase in Pricesthe Customer must re-apply to the Supplier for a Supplier Credit Account. 3.2 In the event Macromedia reduces the 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 former 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 units5.7. In the event that Macromedia should raise the Purchase Customer fails to pay the Price (plus GST) or any other sum payable within 7 days from the date of supply or such other time required by this clause: (a) the Supplier may at its option require cash on delivery and/or stop the supply of any Productfurther Goods or Services to the Customer; and (b) the Customer shall pay interest to the Supplier on the Price (plus GST) and all other sums payable at a rate 5% higher than the ANZ Bank’s overdraft rate, Macromedia will honor each order made or mailed by Distributor before for all amounts, from time to time, on all monies due to the Supplier from the time of Default until such price change becomes effective at the Purchase Price monies are paid in effect when such order was made or mailedfull. 3.3 Payments 5.8. The Customer agrees that a statement of indebtedness from the Supplier to the Customer is binding and conclusive, except in the event of manifest error. 5.9. Payment is strictly due on credit terms shall due date of an invoice. An administration fee of $100 per 7days will 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 added to obtain the invoice totalfor every 7 days the invoice is overdue. Macromedia shall ship Products after receipt The customer will also be liable for all debt collection, lawyer fee, letters and clearing of full prepayment. Should Macromedia grant credit terms, Macromedia reserves the right to cancel or delay delivery of Products if Distributor fails to make timely payments for Products purchased under the Agreement or if Macromedia deems itself insecure. Failure to make timely payments shall be deemed to be a material breach court fee on top of the Agreement, subject to the right 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$100 per 7 days per overdue invoice. 3.4 Distributor shall use utilize commercially reasonable efforts to submit claims for a credit to Distributor’s account, upon any basis (e.g., for price protection, defective product returns, marketing activities, etc.) to Macromedia’s attention, in writing, within ninety (90) days of the event upon which the claim is based. 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 required to pay or collect upon the delivery of the Products or upon collection of the price. Should any tax or levy be made, Distributor agrees to pay such tax 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, and Distributor 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. 3.1 Macromedia will charge 3.1. Distributor shall pay to Gigamon the Purchase Price prices (in U.S. dollars) set forth on Gigamon’s then current Distributor price list for the Products according all Products, which prices do not include taxes, duties, transportation, insurance or handling, all of which are additional charges to its Price List (see Exhibit B) in effect at the time of the order. Macromedia reserves the right to change its Purchase Prices at any time, upon written notice to be paid by Distributor, and shall provide 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 any increase in Pricessuch changes. 3.2 In the event Macromedia reduces the Purchase Price 3.2. All orders, purchase orders and terms of any Product, Macromedia payment will credit to Distributor an amount equal to the product of (a) the difference between the new Purchase Price and the former 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 be made with Gigamon. 3.3. Payment shall be due net thirty (30) days after shipment with a 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 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 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 deemed to be estimated only. Gigamon shall not be liable for delays or defaults in the delivery of any Products due to acts beyond the control and without the fault or negligence of Gigamon. 3.6. Product price reductions made by Gigamon shall be communicated to distributor in writing. Distributor shall receive a credit for the 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 the reduction provided that (i) the Resellers are entitled to any such price protection, and (ii) Distributor can provide evidence, within reductions. 3.7. Gigamon may upon thirty (30) days advance notice increase prices on any Products. Distributor may place an order for Products prior to the effective date of notification by Macromedia, that price production has been claimed by the Resellers for any such unitsincrease. 3.8. Gigamon may discontinue Products at any time on sixty (60) days’ written notice. In such event, Distributor may exchange discontinued Products in stock for the event that Macromedia should raise same value of replacement Product within the Purchase Price of any Product, Macromedia will honor each order made or mailed by Distributor before such price change becomes effective at the Purchase Price in effect when such order was made or mailed60 day notice period. 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 Macromedia3.9. Upon receipt of discontinuation notice, Distributor shall prepay ordersat its option may cancel all backlogged orders for the discontinued Product without penalty 3.10. If a Product is discontinued, after first contacting Macromedia the discontinued Products shipped to obtain Gigamon need to meet the invoice total. Macromedia shall ship following conditions: 3.10.1 The discontinued Products after receipt are new, unused and clearing of full prepayment. Should Macromedia grant credit terms, Macromedia reserves in factory sealed-boxes; 3.10.2 The discontinued Products are in Distributors stock on the right to cancel or delay delivery of Products if Distributor fails to make timely payments for Products purchased under the Agreement or if Macromedia deems itself insecure. Failure to make timely payments shall be deemed to be a material breach date of the Agreement, subject to the right 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. 3.4 Distributor shall use utilize commercially reasonable efforts to submit claims for a credit to Distributor’s account, upon any basis (e.g., for price protection, defective product returns, marketing activities, etc.) to Macromedia’s attention, in writing, within ninety (90) days of the event upon which the claim is based. 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 required to pay or collect upon the delivery of the Products or upon collection of the price. Should any tax or levy be made, Distributor agrees to pay such tax 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, and Distributor 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.notice; and

PRICE & PAYMENT. 3.1 Macromedia will charge Distributor 5.1 All prices offered by Emsere are reviewed and renewed on an annual basis and are available to Customer upon request. Nevertheless, price changes shall not affect the Purchase Price for agreed upon rental amount during the Products according to its Price List (see Exhibit B) rental period of any rental Agreement. 5.2 Unless expressly indicated otherwise by Emsere, all prices offered by Emsere are excluding any applicable duties and taxes payable in effect at the time context of the orderAgreement. Macromedia reserves the right to change its Purchase Prices at any time, upon written notice to Distributor, Any duties and tax amounts (if applicable) shall provide thirty (30) days notice of any increase in Pricesbe charged separately. 3.2 In 5.3 Customer shall pay any amount(s) resulting from the event Macromedia reduces Agreement and/or the Purchase Price of any Product, Macromedia will credit Terms and Conditions (the “Payment Amount”) to Distributor an amount equal to Emsere in the product of (a) the difference between the new Purchase Price and the former Purchase Price for such Product, amounts and (bif applicable) 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. 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 change becomes effective at the Purchase Price in effect when such order was made or mailed. 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, the payment schedules set out in the relevant Agreement. Payments by Customer must be made without any deductions or upon prior agreement with Macromedia, Distributor shall prepay orders, after first contacting Macromedia to obtain the invoice totalDeposit offset of any nature. Macromedia shall ship Products after receipt and clearing The date of full prepayment. Should Macromedia grant credit terms, Macromedia reserves the right to cancel or delay delivery of Products if Distributor fails to make timely payments for Products purchased under the Agreement or if Macromedia deems itself insecure. Failure to make timely payments payment shall be deemed to be the date upon which the payment is received on Emsere’s (bank) account. 5.4 Unless otherwise agreed in writing between the parties, all costs concerning the transport and delivery of the Goods, which includes packing material, special services, or other freight charges, are borne by Customer and are not included in the rental fee and/or purchase price as specified in the Agreement. 5.5 Unless otherwise agreed in writing between the parties, all Payment Amounts are due no more than thirty (30) calendar days after the invoice date. All payment terms agreed between the parties are final. 5.6 If Emsere has reason to believe that Customer may not comply with its payment obligations under the Agreement or the Terms and Conditions, such as in the event of (i) a material breach suspension of payments, (ii) bankruptcy or an application for bankruptcy on the part of Customer, (iii) administration, (iv) seizure of Customer’s assets, (v) suspension of operations or liquidation of the company of Customer, (vi) a previous Payment Amount not being paid on time, etc., Emsere may require full payment in cash before or upon delivery of the Goods. 5.7 If the Payment Amount has not been fully paid within the payment deadline referred to in Article 5.4, Customer shall be obliged to pay interest on the outstanding Payment Amount at the statutory commercial interest rate without any prior notice of default being required. The statutory commercial interest rate shall also be charged on any interest amount due but not paid within 12 months. 5.8 If the Payment Amount has not been fully paid within the payment deadline referred to in Article 5.4, Customer shall be obliged to pay all judicial and extrajudicial collection costs incurred by Emsere in full. 5.9 If the Payment Amount has not been fully paid within the payment deadline referred to in Article 5.4, Emsere shall be entitled to suspend performance of services under the Agreement until such time as full payment is received. 5.10 If Customer fails to pay in full after a notice of default has been sent by Emsere, Emsere is entitled to terminate or dissolve all or part of the Agreement. 5.11 In the case of bankruptcy or suspension of payments on the part of Customer or seizure of Customer’s assets, subject all amounts owed by Customer to the Emsere shall be due and payable immediately and in full. 5.12 The above does not affect Emsere’s right to withhold claim damages incurred as follows: Notwithstanding any other provision to a result of non-compliance with 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 amountagreement by Customer. 3.4 Distributor shall use utilize commercially reasonable efforts to submit claims for a credit to Distributor’s account, upon any basis (e.g., for price protection, defective product returns, marketing activities, etc.) to Macromedia’s attention, in writing, within ninety (90) days of the event upon which the claim is based. 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 required to pay or collect upon the delivery of the Products or upon collection of the price. Should any tax or levy be made, Distributor agrees to pay such tax 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, and Distributor 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. 3.1 Macromedia will charge 3.1. Distributor shall pay to Gigamon the Purchase Price prices (in U.S. dollars) set forth on Gigamon’s then current Distributor price list for the Products according all Products, which prices do not include taxes, duties, transportation, insurance or handling, all of which are additional charges to its Price List (see Exhibit B) in effect at the time of the order. Macromedia reserves the right to change its Purchase Prices at any time, upon written notice to be paid by Distributor, and shall provide 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 any increase in Pricessuch changes. 3.2 In the event Macromedia reduces the Purchase Price 3.2. All orders, purchase orders and terms of any Product, Macromedia payment will credit to Distributor an amount equal to the product of (a) the difference between the new Purchase Price and the former 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 be made with Gigamon. 3.3. Payment shall be due net thirty (30) days after shipment with a 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 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 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 deemed to be estimated only. Gigamon shall not be liable for delays or defaults in the delivery of any Products due to acts beyond the control and without the fault or negligence of Gigamon. 3.6. Product price reductions made by Gigamon shall be communicated to distributor in writing. Distributor shall receive a credit for the 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 the reduction provided that (i) the Resellers are entitled to any such price protection, and (ii) Distributor can provide evidence, within reductions. 3.7. Gigamon may upon thirty (30) days advance notice increase prices on any Products. Distributor may place an order for Products prior to the effective date of notification by Macromedia, that price production has been claimed by the Resellers for any such unitsincrease. 3.8. Gigamon may discontinue Products at any time on sixty (60) days’ written notice. In such event, Distributor may exchange discontinued Products in stock for the event that Macromedia should raise same value of replacement Product within the Purchase Price of any Product, Macromedia will honor each order made or mailed by Distributor before such price change becomes effective at the Purchase Price in effect when such order was made or mailed60 day notice period. 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 Macromedia3.9. Upon receipt of discontinuation notice, Distributor shall prepay ordersat its option may cancel all backlogged orders for the discontinued Product without penalty 3.10. If a Product is discontinued, after first contacting Macromedia the discontinued Products shipped to obtain Gigamon need to meet the invoice totalfollowing conditions: 3.10.1. Macromedia shall ship The discontinued Products after receipt are new, unused and clearing of full prepaymentin factory sealed-boxes; 3.10.2. Should Macromedia grant credit terms, Macromedia reserves The discontinued Products are in Distributors stock on the right to cancel or delay delivery of Products if Distributor fails to make timely payments for Products purchased under the Agreement or if Macromedia deems itself insecure. Failure to make timely payments shall be deemed to be a material breach date of the Agreement, subject to the right 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. 3.4 Distributor shall use utilize commercially reasonable efforts to submit claims for a credit to Distributor’s account, upon any basis (e.g., for price protection, defective product returns, marketing activities, etc.) to Macromedia’s attention, in writing, within ninety (90) days of the event upon which the claim is based. 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 required to pay or collect upon the delivery of the Products or upon collection of the price. Should any tax or levy be made, Distributor agrees to pay such tax 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, and Distributor 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.notice; and

PRICE & PAYMENT. 3.1 Macromedia will charge Distributor 7.1 The Reseller agrees to pay the Purchase Reseller Price for the Products according to its and the End-User Licence. 7.2 The Reseller Price List (see Exhibit B) shall be paid in effect at Sterling and, in the time case of those Products delivered in boxed Product format is exclusive of the ordercosts of carriage, packing and insurance which shall be added to the invoice for the Products. Macromedia reserves The Reseller Price is VAT exclusive and VAT shall be charged thereon together with any other applicable taxes, which shall be paid by the right Reseller. 7.3 If the Reseller requests a version of the Products which is different to change 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 Purchase Prices at any time, upon written notice own use as an End- User then the price to Distributor, and be paid shall provide thirty (30) be the Recommended Price. 7.5 ESET UK shall give the Reseller 14 days notice of any increase in Pricesthe price for the Products and the End-User Licence. Any price increase pursuant to such notice shall not affect Confirmed Orders. 3.2 In the event Macromedia reduces the 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 former 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. 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 change becomes effective at the Purchase Price in effect when such order was made or mailed. 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 7.6 ESET UK reserves the right to cancel or delay delivery of Products if Distributor fails to make timely payments for Products purchased under invoice the Agreement or if Macromedia deems itself insecureReseller by e-mail. Failure to make timely payments E- mailed invoices will be in PDF format and shall be deemed to be a material breach dated the last Working Day of the Agreement, subject month in which the Products and the End- User Licence were delivered to the right to withhold as follows: Notwithstanding any other provision to Reseller. 7.7 Where the contraryReseller 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, Distributor 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 deemed 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 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 respect of the disputed amountsale, lease, licence or other distribution of the Products and the End-User Licence by the Reseller. 3.4 Distributor 7.10 Interest shall use utilize commercially reasonable efforts 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 submit claims time to run from the due date for a credit to Distributor’s account, upon any basis (e.g., for price protection, defective product returns, marketing activities, etc.) to Macromedia’s attention, in writing, within ninety (90) days payment until receipt by the ESET UK of the event upon which the claim is based. Macromedia agrees full amount whether or not after judgment and without prejudice to consider any claims brought thereafter on a case-by-case basisother right or remedy of ESET UK. 3.5 Macromedia7.11 If the Reseller shall at any time default in payment of an invoice on the due date or if the Reseller’s prices do not include credit standing is at any foreign, federal, state 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 local sales, use, value added or other taxes, customs duties, or similar tariffs and fees which Macromedia may be required to pay or collect upon the delivery End-User Licence: 7.11.2 withhold all deliveries of the Products or upon collection 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 price. Should any tax or levy be made, Distributor agrees Reseller unless ESET UK has expressly agreed beforehand in Writing to pay such tax or levy expenses, costs 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, and Distributor 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 feescharges.