Common use of Prices and Payment Terms Clause in Contracts

Prices and Payment Terms. 4.1 The selling price to the Dealer for the Products will be the Distributor's list price for Dealers in effect at the time of the Dealer's order. The Dealer shall submit purchase orders for the Products to the Distributor in writing, which purchase orders shall set forth, at a minimum: identification of the Products ordered, quantity and requested delivery dates. Unless stated otherwise, prices, shipments and risk of loss are FOB the Distributor's facilities. Title and risk of loss pass to Dealer in accordance with the definition of Ex Works in Incoterms 2000. The current list prices to be charged to Dealer for Products are set forth in Exhibit "B" attached hereto. Ciralight Global, Inc. Non-Exclusive Dealer Agreement 4.2 Any increase in prices shall be effected by giving Dealer at least ninety (90) days prior written notice. Any increase in prices shall not affect any orders placed by Dealer prior to the expiration of said period of ninety (90) days provided that if Dealer fails to make timely payment for such existing orders after receiving notice of the price increase, the cost thereof shall adjust to the increased price. Prices shall not increase more than once during each period of Six (6) months commencing initially on 1 January 2010. 4.3 Unless otherwise agreed in writing, all payments due to Distributor hereunder (including interest) shall be made in US Dollars. Payment pertaining to any and all orders placed by Dealer according to this Agreement, unless otherwise agreed in writing will be executed by Dealer through wire transfer to Distributor's bank account, the details of which will be communicated by Distributor to Dealer from time to time, in 2 installments as follows: a) Dealer will pay 50% of the purchase price of any order no later than ten (10) days prior to the shipment of any order. b) Distributor will pay 50% of the purchase price of any order no later than twenty-one (21) days after the date of when the Corporation has shipped the product. 4.4 In the event of any delay in payment of any amounts due to the Distributor hereunder, the Distributor shall have the right to suspend deliveries and may, at its option, terminate the order, as well as any and all other orders and contracts with the Dealer. In the event that the Distributor does not receive any payment when due, the Dealer shall pay to the Distributor as a late charge and not as a penalty, interest on the unpaid balance from the due date until payment is actually received by the Distributor, at the varying prime (sometimes called base) announced by the Distributor's banker. The Distributor's right to such interest shall be in addition to and not in lieu of all other rights and remedies arising by reason of such non-payment. Any payment received by the Distributor may be applied by the Distributor first to any outstanding interest due and then to any outstanding balance owed by the Dealer to the Distributor, as the Distributor in its sole discretion shall determine. The Dealer shall make all payments in accordance with the terms of this Agreement notwithstanding any claim for any alleged fault, defect or irregularity in the Products, in the event of any delay in payment, the Distributor may, at its option, terminate the order and hold the Dealer liable for damages. 4.3 In the event Dealer recruits additional Dealers, Dealer will receive a 2.00% override on the sales of recruited dealers for a period of three years. Said Dealers must be approved by Corporation.

Prices and Payment Terms. 4.1 The selling price to the Dealer Distributor for the Products will be the DistributorCorporation's list price for Dealers Domestic Distributors in effect at the time of the DealerDistributor's order. The Dealer Distributor shall submit purchase orders for the Products to the Distributor Corporation in writing, which purchase orders shall set forth, at a minimum: identification of the Products ordered, quantity pricing and requested delivery dates. Unless stated otherwise, prices, shipments and risk of loss are FOB the DistributorCorporation's warehouse facilities. Title and risk of loss pass to Dealer Distributor in accordance with the definition of Ex Works in Incoterms 2000FOB Shipping Point. The current list prices to be charged to Dealer Distributor for Products are set forth in Exhibit "B" attached hereto. Ciralight Global, Inc. Non-Exclusive Dealer Agreementhereto and Distributor agrees to sell the Products in accordance with Corporation's pricing and discount policies. 4.2 Any increase in prices shall be effected by giving Dealer Distributor at least ninety (90) days prior written notice. Any increase in prices shall not affect any orders placed by Dealer Distributor prior to the expiration of said period of ninety (90) days provided that if Dealer Distributor fails to make timely payment for such existing orders after receiving notice of the price increase, the cost thereof shall adjust to the increased price. Prices Corporation shall not increase prices more than once during each period of Six 6 (6six) months commencing initially on 1 January 2010. 4.3 Unless otherwise agreed in writing, all All payments due to Distributor Corporation hereunder (including interest) shall be made in US Dollars. Payment pertaining to any and all orders placed by Dealer Distributor according to this Agreement, unless otherwise agreed in writing Agreement will be executed by Dealer Distributor through payment by Check, Money Order, Credit Card or wire transfer to Distributor's bank account, transfer. For units purchased from Corporation the details of which will payment terms shall be communicated by Distributor to Dealer from time to time, made in 2 two installments as follows: a) Dealer Distributor will pay effect payment of 50% of the purchase price of any order no later than ten (10) days of the date in which Corporation has accepted in writing such order and prior to the shipment of any order. b) Distributor will pay effect payment 50% of the purchase price of any order no later than twenty-one thirty (2130) days after the date of when the Corporation order has shipped the productbeen shipped. 4.4 In the event of any delay in payment of any amounts due to the Distributor Corporation hereunder, the Distributor Corporation shall have the right to suspend deliveries and may, at its option, terminate the order, as well as any and all other orders and contracts with the DealerDistributor. In the event that the Distributor Corporation does not receive any payment when due, the Dealer Distributor shall pay to the Distributor Corporation, on any delay in excess of ten (10) days, as a late charge and not as a penalty, interest on the unpaid balance from the due date until payment is actually received by the DistributorCorporation, at the varying prime (sometimes called base) announced by the DistributorCorporation's banker. The DistributorCorporation's right to such interest shall be in addition to and not in lieu of all other rights and remedies arising by reason of such non-payment. Any payment received by the Distributor Corporation may be applied by the Distributor Corporation first to any outstanding interest due and then to any outstanding balance owed by the Dealer Distributor to the DistributorCorporation, as the Distributor Corporation in its sole discretion shall determine. The Dealer Distributor shall make all payments in accordance with the terms of this Agreement notwithstanding any claim for any alleged fault, defect or irregularity in the Products, in . In the event of any delay in payment, the Distributor Corporation may, at its option, terminate the order and hold the Dealer Distributor liable for damages. 4.3 In , and apply any deposits received against such amounts due the event Dealer recruits additional Dealers, Dealer will receive a 2.00% override on the sales of recruited dealers for a period of three years. Said Dealers must be approved by Corporation.

Prices and Payment Terms. 4.1 The selling price to the Dealer Distributor for the Products will be the DistributorCorporation's list price for Dealers International Distributors in effect at the time of the DealerDistributor's order. The Dealer Distributor shall submit purchase orders for the Products to the Distributor Corporation in writing, which purchase orders shall set forth, at a minimum: identification of the Products ordered, quantity and requested delivery dates. Unless stated otherwise, prices, shipments and risk of loss are FOB the Distributor's facilitiesport of Los Angeles (as such term is defined in Incoterms 2000). Title and risk of loss pass to Dealer Distributor in accordance with the definition of Ex Works FOB in Incoterms 2000. The current list prices to be charged to Dealer Distributor for Products (and the components set forth in Article 6.2 below) are Ciralight Global, Inc. International Distribution Agreement set forth in Exhibit "B" attached hereto. Ciralight Global, Inc. Non-Exclusive Dealer AgreementCorporation shall not charge Distributor for Products a price that is higher than the lowest price charged by Corporation for such Products to other international distributors. 4.2 Any increase in prices shall be effected by giving Dealer Distributor at least ninety (90) days prior written notice. Any increase in prices shall not affect any orders placed by Dealer Distributor prior to the expiration of said period of ninety (90) days provided that if Dealer fails to make timely payment for such existing orders after receiving notice of the price increase, the cost thereof shall adjust to the increased pricedays. Prices Corporation shall not increase prices more than once during each period of Six 6 (6six) months commencing initially on 1 January 2010.. Increase in prices shall be predicated primarily upon an increase in the costs of the components and raw materials used in the production of the Products and in proportion to the increase in the prices of such components and raw materials 4.3 Unless otherwise agreed in writing, all All payments due to Distributor Corporation hereunder (including interest) shall be made in US Dollars. Payment pertaining to any and all orders placed by Dealer Distributor according to this Agreement, unless otherwise agreed in writing Agreement will be executed by Dealer Distributor through wire transfer to DistributorCorporation's bank account, the details of which will be communicated by Corporation to Distributor to Dealer from time to time, in 2 installments as follows: a) Dealer Distributor will pay effect payment of 50% of the purchase price of any order no later than ten five (105) days of the date in which Corporation has accepted in writing such order and prior to the shipment of any order. b) Distributor will pay effect payment of 50% of the purchase price of any order no later than twenty-one forty (2140) days after of the date of when in which the Corporation order has shipped the productbeen accepted by Distributor's Frieght Forwarder. 4.4 In the event of any delay in payment of any amounts due to the Distributor Corporation hereunder, the Distributor Corporation shall have the right to suspend deliveries and may, at its option, terminate the orderorder and hold the Distributor liable for damages, as well as provided that any such delay has not been remedied by the Distributor within a period of 14 days following receipt of a written notice from the Corporation advising the Distributor of the relevant delay and all other orders and contracts with the Dealerrequiring payment. In the event that the Distributor Corporation does not receive any payment when due, the Dealer Distributor shall pay to the Distributor Corporation, on any delay in excess of 7 days, as a late charge and not as a penalty, interest on the unpaid balance from the due date until payment is actually received by the DistributorCorporation, at the varying prime (sometimes called base) announced by the DistributorCorporation's banker. The DistributorCorporation's right to such interest shall be in addition to and not in lieu of all other rights and remedies arising by reason of such non-payment. Any payment received by the Distributor Corporation may be applied by the Distributor Corporation first to any outstanding interest due and then to any outstanding balance owed by the Dealer Distributor to the DistributorCorporation, as the Distributor Corporation in its sole discretion shall determine. The Dealer Distributor shall make all payments in accordance with the terms of this Agreement notwithstanding any claim for any alleged fault, defect or irregularity in the Products. Ciralight Global, in the event of any delay in payment, the Distributor may, at its option, terminate the order and hold the Dealer liable for damages. 4.3 In the event Dealer recruits additional Dealers, Dealer will receive a 2.00% override on the sales of recruited dealers for a period of three years. Said Dealers must be approved by Corporation.Inc. International Distribution Agreement

Prices and Payment Terms. 4.1 The selling price to the Dealer for the Products will be the Distributor's list price for Dealers in effect at the time of the Dealer's order. The Dealer shall submit purchase orders for the Products to the Distributor in writing, which purchase orders shall set forth, at a minimum: identification of the Products ordered, quantity and requested delivery dates. Unless stated otherwise, prices, shipments and risk of loss are FOB the Distributor's facilities. Title and risk of loss pass to Dealer in accordance with the definition of Ex Works in Incoterms 2000. The current list prices to be charged to Dealer for Products are set forth in Exhibit "B" attached hereto. Ciralight Global, Inc. Non-Exclusive Dealer Agreement. 4.2 Any increase in prices shall be effected effectuated by giving Dealer at least ninety (90) days prior written notice. Any increase in prices shall not affect any orders placed by Dealer prior to the expiration of said period of ninety (90) days provided that if Dealer fails to make timely payment for such existing orders after receiving notice of the Ciralight Global, Inc. Non-Exclusive Dealer Agreement price increase, the cost thereof shall adjust to the increased price. Prices shall not increase more than once during each period of Six (6) months commencing initially on 1 January 2010. 4.3 Unless otherwise agreed in writing, all payments due to Distributor hereunder (including interest) shall be made in US Dollars. Payment pertaining to any and all orders placed by Dealer according to this Agreement, unless otherwise agreed in writing will be executed by Dealer through wire transfer to Distributor's bank account, the details of which will be communicated by Distributor to Dealer from time to time, in 2 installments as follows: a) Dealer will pay 50% of the purchase price of any order no later than ten (10) days prior to the shipment of any order. b) Distributor will pay 50% of the purchase price of any order no later than twenty-one (21) days after the date of when the Corporation has shipped the product. 4.4 In the event of any delay in payment of any amounts due to the Distributor hereunder, the Distributor shall have the right to suspend deliveries and may, at its option, terminate the order, as well as any and all other orders and contracts with the Dealer. In the event that the Distributor does not receive any payment when due, the Dealer shall pay to the Distributor as a late charge and not as a penalty, interest on the unpaid balance from the due date until payment is actually received by the Distributor, at the varying prime (sometimes called base) announced by the Distributor's banker. The Distributor's right to such interest shall be in addition to and not in lieu of all other rights and remedies arising by reason of such non-payment. Any payment received by the Distributor may be applied by the Distributor first to any outstanding interest due and then to any outstanding balance owed by the Dealer to the Distributor, as the Distributor in its sole discretion shall determine. The Dealer shall make all payments in accordance with the terms of this Agreement notwithstanding any claim for any alleged fault, defect or irregularity in the Products, in the event of any delay in payment, the Distributor may, at its option, terminate the order and hold the Dealer liable for damages. 4.3 4.5 In the event Dealer recruits additional Dealers, Dealer will receive a 2.00% override on the sales of recruited dealers for a period of three years. Said Dealers must be approved by Corporation. 4.6 In the event that Dealer introduces the Corporation to an end user as a finder for a transaction, as where such end user is located in the Exclusive Territory of another Dealer or Sales Agent for a Distributor who actually perform the Sales responsibilities, i.e. presenting, demonstrating and selling the product to the customer, providing technical support, placing and processing the quote, issuing the Ciralight Global, Inc. Non-Exclusive Dealer Agreement purchase order and sales documents, providing customer service and follow through after the installation etc., then the Dealer making the introduction shall in such instances receive a finders fee equal to 20% of the commission resulting from such transactions, or at such other amount as the referring Dealer and the servicing Dealer or Sales Agent involved mutually agree between themselves regarding how to share the resulting fees. In the event of disputes which the parties are unable to resolve among themselves, the Corporation shall be advised and the parties agree that the Corporation shall serve as the final arbiter thereof. 4.7 Commissions paid to the Dealer on billings on which the customer defaults in payment xxxx xx charged back to the Dealer when the customer has been in default ninety (90) days or more. If the customer pays the amount at some future date these commissions will be repaid to the Dealer.

Prices and Payment Terms. 4.1 The selling price to the Dealer for the Products will be the Distributor's list price for Dealers in effect at the time of the Dealer's order. The Dealer shall submit purchase orders for the Products to the Distributor in writing, which purchase orders shall set forth, at a minimum: identification of the Products ordered, quantity and requested delivery dates. Unless stated otherwise, prices, shipments and risk of loss are FOB Ex Works the Distributor's facilities. Title and risk of loss pass to Dealer in accordance with Ciralight Global, Inc. Non-Exclusive Dealer Agreement the definition of Ex Works in Incoterms 2000. The current list prices to be charged to Dealer for Products are set forth in Exhibit "B" attached hereto. Ciralight Global, Inc. Non-Exclusive Dealer Agreement. 4.2 Any increase in prices shall be effected by giving Dealer at least ninety (90) days prior written notice. Any increase in prices shall not affect any orders placed by Dealer prior to the expiration of said period of ninety (90) days provided that if Dealer fails to make timely payment for such existing orders after receiving notice of the price increase, the cost thereof shall adjust to the increased price. Prices shall not increase more than once during each period of Six (6) months commencing initially on 1 January 2010. 4.3 Unless otherwise agreed in writing, all payments due to Distributor hereunder (including interest) for purchases made by Dealer or Dealer's customers shall be made in US Dollars. Payment pertaining to any and all orders placed by Dealer according to this Agreement, unless otherwise agreed in writing will be executed by Dealer through wire transfer to Distributor's bank account, the details of which will be communicated by Distributor to Dealer from time to time, in 2 two installments as follows: a) Dealer will pay 50% of the purchase price of any order no later than ten (10) days prior to the shipment of any order. b) Distributor will pay 50% of the purchase price of any order no later than twenty-one (21) 21 days after the date of when the Corporation has shipped the product. 4.4 In the event of any delay in payment of any amounts due to the Distributor hereunder, the Distributor shall have the right to suspend deliveries and may, at its option, terminate the order, as well as any and all other orders and contracts with the Dealer. In the event that the Distributor does not receive any payment when due, the Dealer shall pay to the Distributor as a late charge and not as a penalty, interest on the unpaid balance from the due date until payment is actually received by the Distributor, at the varying prime (sometimes called base) announced by the Distributor's banker. The Distributor's right to such interest shall be in addition to and not in lieu of all other rights and remedies arising by reason of such non-payment. Any payment received by the Distributor may be applied by the Distributor first to any outstanding interest due and then to any outstanding balance owed by the Dealer to the Distributor, as the Distributor in its sole discretion shall determine. The Dealer shall make all payments in accordance with the terms of this Agreement notwithstanding any claim for any alleged fault, defect or irregularity in the Products, in the event of any delay in payment, the Distributor may, at its option, terminate the order and hold the Dealer liable for damages.. Ciralight Global, Inc. Non-Exclusive Dealer Agreement 4.3 In the event Dealer recruits additional Dealers, Dealer will receive a 2.00% override or at such other rate as may mutually be agreed between Corporation and Dealer on the sales of recruited dealers for a period of three four years. Said Dealers must be approved by Corporation. 4.4 In the event that Dealer introduces the Corporation to an end user as a finder for a transaction, as where such end user is located in the Exclusive Territory of another Dealer or Sales Agent for a Distributor who actually perform the Sales responsibilities, i.e. presenting, demonstrating and selling the product to the customer, providing technical support, placing and processing the quote, issuing the purchase order and sales documents, providing customer service and follow through after the installation etc., then the Dealer making the introduction shall in such instances receive a finders fee equal to 20% of the commission resulting from such transactions, or at such other amount as the referring Dealer and the servicing Dealer or Sales Agent involved mutually agree between themselves regarding how to share the resulting fees. In the event of disputes which the parties are unable to resolve among themselves, the Corporation shall be advised and the parties agree that the Corporation shall serve as the final arbiter thereof. 4.5 Commissions paid to the Dealer on billings on which the customer defaults in payment xxxx xx charged back to the Dealer when the customer has been in default ninety (90) days or more. If the customer pays the amount at some future date these commissions will be repaid to the Dealer.

Prices and Payment Terms. 4.1 The selling price to the Dealer for the Products will be the Distributor's list price for Dealers in effect at the time of the Dealer's order. The Dealer shall submit purchase orders for the Products to the Distributor in writing, which purchase orders shall set forth, at a minimum: identification of the Products ordered, quantity and requested delivery dates. Unless stated otherwise, prices, shipments and risk of loss are FOB Ex Works the Distributor's facilities. Title and risk of loss pass to Dealer in accordance with the definition of Ex Works in Incoterms 2000. The current list prices to be charged to Dealer for Products are set forth in Exhibit "B" attached hereto. Ciralight Global, Inc. Non-Exclusive Dealer Agreement. 4.2 Any increase in prices shall be effected by giving Dealer at least ninety (90) days prior written notice. Any increase in prices shall not affect any orders placed by Dealer prior to the expiration of said period of ninety (90) days provided that if Dealer fails to make timely Ciralight Global, Inc. Non-Exclusive Dealer Agreement payment for such existing orders after receiving notice of the price increase, the cost thereof shall adjust to the increased price. Prices shall not increase more than once during each period of Six (6) months commencing initially on 1 January 2010. 4.3 Unless otherwise agreed in writing, all payments due to Distributor hereunder (including interest) shall be made in US Dollars. Payment pertaining to any and all orders placed by Dealer according to this Agreement, unless otherwise agreed in writing will be executed by Dealer through wire transfer to Distributor's bank account, the details of which will be communicated by Distributor to Dealer from time to time, in 2 two installments as follows: a) Dealer will pay 50% of the purchase price of any order no later than ten (10) days prior to the shipment of any order. b) Distributor Dealer will pay 50% of the purchase price of any order no later than twenty-twenty one (21) days after the date of when the Corporation has shipped order departs from the productwarehouse. 4.4 In the event of any delay in payment of any amounts due to the Distributor hereunder, the Distributor shall have the right to suspend deliveries and may, at its option, terminate the order, as well as any and all other orders and contracts with the Dealer. In the event that the Distributor does not receive any payment when due, the Dealer shall pay to the Distributor as a late charge and not as a penalty, interest on the unpaid balance from the due date until payment is actually received by the Distributor, at the varying prime (sometimes called base) announced by the Distributor's banker. The Distributor's right to such interest shall be in addition to and not in lieu of all other rights and remedies arising by reason of such non-payment. Any payment received by the Distributor may be applied by the Distributor first to any outstanding interest due and then to any outstanding balance owed by the Dealer to the Distributor, as the Distributor in its sole discretion shall determine. The Dealer shall make all payments in accordance with the terms of this Agreement notwithstanding any claim for any alleged fault, defect or irregularity in the Products, in the event of any delay in payment, the Distributor may, at its option, terminate the order and hold the Dealer liable for damages. 4.3 In the event Dealer recruits additional Dealers, Dealer will receive a 2.001% override on the sales of recruited dealers for a period of three four years. Said Dealers must be approved by Corporation. 4.4 In the event that Dealer introduces the Corporation to an end user as a finder for a transaction, as where such end user is located in the Exclusive Territory of another Dealer or Sales Agent for a Distributor who actually perform the Sales responsibilities, i.e. presenting, demonstrating and selling the product to the customer, providing technical support, placing and processing the quote, issuing the Ciralight Global, Inc. Non-Exclusive Dealer Agreement purchase order and sales documents, providing customer service and follow through after the installation etc., then the Dealer making the introduction shall in such instances receive a finders fee equal to 20% of the commission resulting from such transactions, or at such other amount as the referring Dealer and the servicing Dealer or Sales Agent involved mutually agree between themselves regarding how to share the resulting fees. In the event of disputes which the parties are unable to resolve among themselves, the Corporation shall be advised and the parties agree that the Corporation shall serve as the final arbiter thereof. 4.5 Commissions paid to the Dealer on billings on which the customer defaults in payment will xx xxxxxed back to the Dealer when the customer has been in default ninety (90) days or more. If the customer pays the amount at some future date these commissions will be repaid to the Dealer.

Prices and Payment Terms. 4.1 The selling price 7.1. Under agreements with a term of more than one month, Seller may change the agreed price, the terms and conditions of payment or transport or the minimum quantities per shipment at any time with fifteen (15) days' prior written notice to Buyer. Buyer’s failure to make written objection to the Dealer for the Products will be the Distributor's list price for Dealers in effect at the time of the Dealer's order. The Dealer shall submit purchase orders for the Products to the Distributor in writing, which purchase orders shall set forth, at a minimum: identification of the Products ordered, quantity and requested delivery dates. Unless stated otherwise, prices, shipments and risk of loss are FOB the Distributor's facilities. Title and risk of loss pass to Dealer in accordance with the definition of Ex Works in Incoterms 2000. The current list prices to be charged to Dealer for Products are set forth in Exhibit "B" attached hereto. Ciralight Global, Inc. Non-Exclusive Dealer Agreement 4.2 Any increase in prices shall be effected by giving Dealer at least ninety (90) days prior written notice. Any increase in prices shall not affect any orders placed by Dealer change prior to the expiration of said period of ninety (90) days provided that if Dealer fails to make timely payment for such existing orders after receiving notice of the price increase, the cost thereof shall adjust to the increased price. Prices shall not increase more than once during each period of Six (6) months commencing initially on 1 January 2010. 4.3 Unless otherwise agreed in writing, all payments due to Distributor hereunder (including interest) effective date shall be made in US Dollarsconsidered as an acceptance of such change. Payment pertaining to any and all orders placed by Dealer according to this AgreementIf Buyer objects within the fifteen (15) day period, unless otherwise agreed in writing will be executed by Dealer through wire transfer to Distributor's bank account, Seller shall have the details of which will be communicated by Distributor to Dealer from time to time, in 2 installments as follows: option (a) Dealer will pay 50% of to continue delivery at the purchase price of any order no later than ten (10) days terms and conditions in effect prior to the shipment announced change, or (b) to cancel the affected Product quantities immediately subject to a written notification to Buyer within fifteen (15) days from receipt of any orderBuyer’s written objection. b) Distributor will pay 50% 7.2. Seller reserves the right to increase the prices under this agreement by written notice given at any time before shipment if there is an increase in the price or cost of the purchase Product to Seller due to foreign exchange fluctuations, currency regulations, changes in duties or taxes, increase in the cost of raw materials, labour or transport or any other causes beyond the control of Seller. If Xxxxx is of the opinion that any such increase in price of any order no later than twenty-one is unreasonable, it may object to such increase by written notice given within fifteen (2115) days after of the date of when receipt of Seller’s notice. Seller may remedy the Corporation has shipped objection and continue to supply Buyer at the product. 4.4 In current price or, if Seller considers the event of any delay in payment of any amounts due to the Distributor hereunder, the Distributor shall have the right to suspend deliveries and may, at its optionobjection unjustified, terminate the contract immediately in writing. 7.3. Prices are exclusive of taxes, packaging not included, shipping costs extra, unless agreed otherwise in the acceptance of the order. Any duty, tax, surcharge or levy on the Products or their transport (including, without limitation, any tax on heavy goods vehicles or other eco tax, general tax on polluting activities, etc., as well as any increase in cost of transportation or packaging) are charged extra. All customs processing fees, duties, taxes and all other orders and contracts with the Dealer. In the event that the Distributor does not receive any payment when due, the Dealer shall pay to the Distributor as a late charge and not as a penalty, interest fees payable on the unpaid balance from the due date until payment is actually received by the Distributor, at the varying prime (sometimes called base) announced by the Distributor's banker. The Distributor's right to such interest export or import shall be in addition to and not in lieu of all other rights and remedies arising borne by reason of such non-payment. Any payment received by Buyer unless the Distributor may be applied by the Distributor first to any outstanding interest due and then to any outstanding balance owed by the Dealer to the Distributor, as the Distributor in its sole discretion shall determine. The Dealer shall make all payments in accordance with the terms of this Agreement notwithstanding any claim for any alleged fault, defect or irregularity in the Products, in the event of any delay in payment, the Distributor may, at its option, terminate the order and hold the Dealer liable for damagesIncoterm agreed provides otherwise. 4.3 In the event Dealer recruits additional Dealers, Dealer will receive a 2.00% override on the sales of recruited dealers for a period of three years. Said Dealers must be approved by Corporation.

Prices and Payment Terms. 4.1 The selling price to the Dealer for the Products will be the Distributor's list price for Dealers in effect at the time of the Dealer's order. The Dealer shall submit purchase orders for the Products to the Distributor in writing, which purchase orders shall set forth, at a minimum: identification of the Products ordered, quantity and requested delivery dates. Unless stated otherwise, prices, shipments and risk of loss are FOB Ex Works the Distributor's facilities. Title and risk of loss pass to Dealer in accordance with the definition of Ex Works in Incoterms 2000. The current list prices to be charged to Dealer for Products are set forth in Exhibit "B" attached hereto. Ciralight Global, Inc. Non-Exclusive Dealer Agreement 4.2 Any increase in prices shall be effected by giving Dealer at least ninety (90) days prior written notice. Any increase in prices shall not affect any orders placed by Dealer prior to the expiration of said period of ninety (90) days provided that if Dealer fails to make timely payment for such existing orders after receiving notice of the price increase, the cost thereof shall adjust to the increased price. Prices shall not increase more than once during each period of Six (6) months commencing initially on 1 January 2010. 4.3 Unless otherwise agreed in writing, all payments due to Distributor hereunder (including interest) shall be made in US Dollars. Payment pertaining to any and all orders placed by Dealer according to this Agreement, unless otherwise agreed in writing will be executed by Dealer through wire transfer to Distributor's bank account, the details of which will be communicated by Distributor to Dealer from time to time, in 2 two installments as follows: a) Dealer will pay 50% of the purchase price of any order no later than ten (10) days prior to the shipment of any order. b) Distributor Dealer will pay 50% of the purchase price of any order no later than twenty-twenty one (21) days after the date of when the Corporation has shipped order departs from the productwarehouse. 4.4 In the event of any delay in payment of any amounts due to the Distributor hereunder, the Distributor shall have the right to suspend deliveries and may, at its option, terminate the order, as well as any and all other orders and contracts with the Dealer. In the event that the Distributor does not receive any payment when due, the Dealer shall pay to the Distributor as a late charge and not as a penalty, interest on the unpaid balance from the due date until payment is actually received by the Distributor, at the varying prime (sometimes called base) announced by the Distributor's banker. The Distributor's right to such interest shall be in addition to and not in lieu of all other rights and remedies arising by reason of such non-payment. Any payment received by the Distributor may be applied by the Distributor first to any outstanding interest due and then to any outstanding balance owed by the Dealer to the Distributor, as the Distributor in its sole discretion shall determine. The Dealer shall make all payments in accordance with the terms of this Agreement notwithstanding any claim for any alleged fault, defect or irregularity in the Products, in the event of any delay in payment, the Distributor may, at its option, terminate the order and hold the Dealer liable for damages. 4.3 In the event Dealer recruits additional Dealers, Dealer will receive a 2.001% override on the sales of recruited dealers for a period of three four years. Said Dealers must be approved by Corporation. 4.4 In the event that Dealer introduces the Corporation to an end user as a finder for a transaction, as where such end user is located in the Exclusive Territory of another Dealer or Sales Agent for a Distributor Ciralight Global, Inc. Non-Exclusive Dealer Agreement who actually perform the Sales responsibilities, i.e. presenting, demonstrating and selling the product to the customer, providing technical support, placing and processing the quote, issuing the purchase order and sales documents, providing customer service and follow through after the installation etc., then the Dealer making the introduction shall in such instances receive a finders fee equal to 20% of the commission resulting from such transactions, or at such other amount as the referring Dealer and the servicing Dealer or Sales Agent involved mutually agree between themselves regarding how to share the resulting fees. In the event of disputes which the parties are unable to resolve among themselves, the Corporation shall be advised and the parties agree that the Corporation shall serve as the final arbiter thereof. 4.5 Commissions paid to the Dealer on billings on which the customer defaults in payment will xx xxxxxed back to the Dealer when the customer has been in default ninety (90) days or more. If the customer pays the amount at some future date these commissions will be repaid to the Dealer.