Common use of PRICES AND TERMS AND CONDITIONS OF SALE Clause in Contracts

PRICES AND TERMS AND CONDITIONS OF SALE. A. Distributor acknowledges receipt of RK’s current Confidential Master Distributor Price Schedule applicable to the Products (hereinafter called “Schedule”). The prices for the Products shall be those set forth in the Schedule and in any supplementary or replacement Schedules. RK shall have the right to reduce or increase prices to Distributor at any time; RK must provide a 30-day written notice of price changes. When a new Schedule is issued to Distributor by RK it shall become a part of this Agreement automatically as of the effective date stated thereon, and shall supersede all prior inconsistent Schedules. Any and all terms and conditions of sale which are contained in the Schedule and in any supplementary or replacement Schedules shall be considered integral parts of this Agreement. B. Distributor understands and acknowledges that RK’s pricing structure to Distributor is predicated upon Distributor’s wholesale function. If Distributor additionally makes retail sales other than retail sales through Sea Tow International or to existing or future Sea Tow International. service providers or members or transfers the Products, other than through a bona fide sale, to any parent, subsidiary or affiliate of Distributor, Distributor shall advise RK of the allocation of its RK purchases between the wholesale and retail functions. In such event, RK shall have the right to adjust its pricing to Distributor, so as to provide Distributor with a distributor discount only to the extent that Distributor is functioning as a true wholesaler. C. Prices do not include taxes of any nature. Distributor shall pay applicable taxes when invoiced by RK unless Distributor has supplied RK with tax exemption certificates, which XX xxxxx satisfactory. D. Unless otherwise specifically agreed by RK in writing: i.) All transactions between RK and Distributor relating in any manner to the Products shall be governed entirely by the terms, conditions and provisions set forth in this Agreement and in the Schedule. ii.) Any terms, conditions or provisions in Distributor’s purchase orders or other business forms which are different from, in addition to, or in conflict with this Agreement shall be deemed objected to by RK and shall be of no force or effect whatsoever under any circumstances, notwithstanding any failure by RK to communicate further objections thereto. iii.) In the event of a conflict between this Agreement and any other RK documents, the terms of this Agreement shall control.

PRICES AND TERMS AND CONDITIONS OF SALE. A. Distributor acknowledges receipt of RKIPDG’s current Amended Confidential Master Distributor Price Schedule applicable to the Products (hereinafter called “Schedule”). as detailed in Schedule A. The prices for the Products shall be those set forth in the Schedule A and in any supplementary or replacement Schedules, except for those Product sales deemed part of an OEM Relationships pursuant to section 2.B of this Amended Agreement. RK IPDG shall have the right to reduce notify Distributor of any increases in its costs for production of the Products, and shall be obligated to produce documentary evidence in support of its claim as to increased cost. Upon receipt of said notification Distributor shall have 30 days to review IPDG’s notification and its documentary evidence, and either ratify the increase in costs, or refuse. If the price increase prices is ratified IPDG shall be permitted to Distributor at charge a markup of up to 25% on any time; RK must provide a 30-day written notice of price changes. When documented increased costs, and a new Schedule is price list shall be issued to Distributor by RK it IPDG on a new Schedule A reflecting the price change, which shall become a part of this Agreement automatically as of the effective date stated thereon, and shall supersede all prior inconsistent Schedulesschedules and prices. Any and all terms and conditions of sale which are contained in the Schedule A and in any supplementary or replacement Schedules shall be considered integral parts of this Agreement. If the price increase is refused, and Distributor and IPDG cannot come to an agreement as to new pricing with 30 days of receipt of notification from IPDG to Distributor, Distributor shall have the right to terminate the agreement. In such circumstance if the agreement is not terminated following a price refusal by Distributor, Distributor’s Quarterly Minimum Purchase shall be reduced by whatever percentage the refused Products represented of the Distributor previous quarter’s (for purposes of Quarterly Minimum Purchase calculation) purchases. B. Distributor understands and acknowledges that RKIPDG’s pricing structure to Distributor is predicated upon Distributor’s wholesale function. If Distributor additionally makes retail sales other than retail sales through Sea Tow International or to existing or future Sea Tow International. service providers or members or transfers of the Products, other than through a bona fide sale, to any parent, subsidiary or affiliate of Distributor, Distributor IPDG shall advise RK of the allocation of at its RK purchases between the wholesale and retail functions. In such event, RK shall sole discretion have the right to adjust its pricing to DistributorDistributor for the Products, to those detailed in the column labeled “Below Volume Pricing” for those items, so as to provide Distributor with a distributor discount only to the extent that Distributor is functioning as a true wholesaler. Distributor acknowledges that this higher level of pricing shall be in consideration of the additional duties and obligations placed upon IPDG in servicing Distributors retail customers, a duty normally filled by Distributor’s traditional wholesale dealer customers. C. Prices do not include taxes of any nature. Distributor shall pay applicable taxes when invoiced by RK IPDG unless Distributor has supplied RK IPDG with tax exemption certificates, which XX XXXX xxxxx satisfactory. D. Prices do not include packaging and handling, at the rate of $20 per shipped unit. This fee shall apply only to DVR products, and not to accessory or camera shipments. E. Prices for payments made by Distributor with a credit card do not include credit card processing fees. Distributor agrees to pay an additional 3½% on any payment made to IPDG by credit card to cover processing fees, F. Unless otherwise specifically agreed by RK IPDG in writing: i.) All transactions between RK IPDG and Distributor relating in any manner to the Products shall be governed entirely by the terms, conditions and provisions set forth in this Amended Agreement and in the Schedule.Schedule A. ii.) Any terms, conditions or provisions in Distributor’s purchase orders or other business forms which are different from, in addition to, or in conflict with this Amended Agreement shall be deemed objected to by RK IPDG and shall be of no force or effect whatsoever under any circumstances, notwithstanding any failure by RK IPDG to communicate further objections thereto. iii.) In the event of a conflict between this Agreement and any other RK IPDG documents, the terms of this Agreement shall control.

PRICES AND TERMS AND CONDITIONS OF SALE. A. Distributor (A) The price of Products and other terms and conditions of sale including payment terms, minimum order requirements are as stated in Cenuco's published price pages. Reseller acknowledges receipt that it has received a copy of RK’s those price pages current Confidential Master Distributor Price Schedule applicable to the Products (hereinafter called “Schedule”). The prices for the Products shall be those set forth in the Schedule and in any supplementary or replacement Schedules. RK shall have the right to reduce or increase prices to Distributor at any time; RK must provide a 30-day written notice of price changes. When a new Schedule is issued to Distributor by RK it shall become a part of this Agreement automatically as of the effective date stated thereonof this Agreement and that all shipments of Product is F.O.B. Boca Raton, Florida, USA. (B) Prices may be increased and shall supersede all prior inconsistent Schedules. Any and all other terms and conditions of sale may be changed by Cenuco at any time with thirty (30) days prior written notice to Reseller, but the change will not affect any order properly placed with Cenuco and ready for immediate shipment before the effective date of the change. Prices may be decreased without prior notice to Reseller and Reseller will be invoiced at the new lower price on all orders scheduled for shipment after the effective date of the price decrease. If the regular (non-promotion) price of any Product decreases, Cenuco will credit the price difference for those Products shipped to Reseller within thirty (30) days of the effective date of the price decrease upon request within fifteen (15) days of the announced price decrease. The foregoing does not apply to periodic promotions that may be offered by Cenuco in which are contained prices of Products may be directly or indirectly reduced for fixed periods of time. (C) Prices listed on Cenuco's price pages do not include sales, use, excise, or similar taxes. The amount of any present, retroactive or future sales, use excise or similar tax applicable to Reseller's purchase of Products shall be added to the Cenuco invoice and paid by Reseller unless Reseller provides Cenuco with tax exemption certificates acceptable to the appropriate taxing authorities. (D) Products may be ordered pursuant to purchase orders submitted to Cenuco by Reseller. Acceptance of any purchase orders placed by Reseller, either by written acknowledgement or by shipment of Products, shall NOT constitute acceptance by Cenuco of any of the terms and conditions of such purchase orders except as to identification and quantity of the Products involved. The provisions of this Agreement shall govern all purchase orders. (E) If any Product is in short supply, Cenuco may allocate the available supply of Product among its customers in the Schedule and manner that Cenuco considers most equitable. (F) Cenuco may change or limit the amount or duration of credit to be allowed Reseller. Cenuco may cancel any purchase orders accepted by Cenuco or to delay the shipment thereof, if Reseller fails to meet payment schedules or other credit or financial requirements established by Cenuco. (G) For the purpose of securing payment to Cenuco of the purchase price of the Products, Reseller hereby grants to Cenuco a purchase money security interest under the Uniform Commercial Code in any supplementary and all Products purchased by Reseller under this Agreement and the proceeds thereof, including all insurance proceeds. Reseller shall execute, and Cenuco is hereby authorized as attorney-in-fact to execute and delivery on behalf of Reseller, any and all financing statements and other instruments which Cenuco may deem necessary or replacement Schedules shall be considered integral parts desirable to protect or perfect any such security interest. (H) Cenuco may discontinue the production or sale of any Product at any time during the term of this Agreement. B. Distributor understands (I) Reseller shall be free to unilaterally establish its own resale prices and acknowledges that RK’s pricing structure terms with respect to Distributor is predicated upon Distributor’s wholesale functionthe resale of Products. If Distributor additionally makes retail sales other than retail sales through Sea Tow International or Cenuco and its employees have no authority to existing or future Sea Tow International. service providers or members or transfers instruct the Products, other than through a bona fide sale, to any parent, subsidiary or affiliate of Distributor, Distributor shall advise RK of the allocation of its RK purchases between the wholesale and retail functions. In such event, RK shall have the right to adjust its pricing to Distributor, so Reseller as to provide Distributor what its resale prices must be, not to interfere with a distributor discount only to the extent Reseller's independent establishment of resale prices. However, on all price increases by Reseller, Cenuco requests that Distributor is functioning as a true wholesalerit be notified. C. Prices do not include taxes of any nature. Distributor shall pay applicable taxes when invoiced by RK unless Distributor has supplied RK with tax exemption certificates, which XX xxxxx satisfactory. D. Unless otherwise specifically agreed by RK in writing: i.) All transactions between RK and Distributor relating in any manner to the Products shall be governed entirely by the terms, conditions and provisions set forth in this Agreement and in the Schedule. ii.) Any terms, conditions or provisions in Distributor’s purchase orders or other business forms which are different from, in addition to, or in conflict with this Agreement shall be deemed objected to by RK and shall be of no force or effect whatsoever under any circumstances, notwithstanding any failure by RK to communicate further objections thereto. iii.) In the event of a conflict between this Agreement and any other RK documents, the terms of this Agreement shall control.

PRICES AND TERMS AND CONDITIONS OF SALE. A. Distributor acknowledges receipt of RKIPDG’s current Confidential Master Distributor Price Schedule applicable to the Products (hereinafter called “Schedule”). as detailed in Schedule A. The prices for the Products shall be those set forth in the Schedule A and in any supplementary or replacement Schedules. RK IPDG shall have the right to reduce or increase prices to Distributor at any time; RK IPDG must provide a 30-day written notice of said price changes. When a new Schedule price list is issued to Distributor by RK IPDG on a new Schedule A, it shall become a part of this Agreement automatically as of the effective date stated thereon, and shall supersede all prior inconsistent Schedulesschedules and prices. Any and all terms and conditions of sale which are contained in the Schedule A and in any supplementary or replacement Schedules shall be considered integral parts of this Agreement. If upon receipt of new pricing for the items detailed in Schedule A, Distributor is unwilling to accept the prices stated, Distributor shall notify IPDG in writing. If Distributor and IPDG cannot come to an agreement as to new pricing with 30 days of receipt of said notice from Distributor to IPDG, the Agreement shall be deemed terminated. B. Distributor understands and acknowledges that RKIPDG’s pricing structure to Distributor is predicated upon Distributor’s wholesale function. If Distributor additionally makes retail sales other than retail sales through Sea Tow International or to existing or future Sea Tow International. service providers or members or transfers of the Products, other than through a bona fide sale, to any parent, subsidiary or affiliate of Distributor, Distributor IPDG shall advise RK of the allocation of at its RK purchases between the wholesale and retail functions. In such event, RK shall sole discretion have the right to adjust its pricing to DistributorDistributor for the Products, to those detailed in the column labeled “Below Volume Pricing” for those items, so as to provide Distributor with a distributor discount only to the extent that Distributor is functioning as a true wholesaler. Distributor acknowledges that this higher level of pricing shall be in consideration of the additional duties and obligations placed upon IPDG in servicing Distributors retail customers, a duty normally filled by Distributor’s traditional wholesale dealer customers. C. Prices do not include taxes of any nature. Distributor shall pay applicable taxes when invoiced by RK IPDG unless Distributor has supplied RK IPDG with tax exemption certificates, which XX XXXX xxxxx satisfactory. D. Prices for payments made by Distributor with a credit card do not include credit card processing fees. Distributor agrees to pay an additional 3½% on any payment made to IPDG by credit card to cover processing fees, E. Unless otherwise specifically agreed by RK IPDG in writing: i.) All transactions between RK IPDG and Distributor relating in any manner to the Products shall be governed entirely by the terms, conditions and provisions set forth in this Agreement and in the Schedule.Schedule A. ii.) Any terms, conditions or provisions in Distributor’s purchase orders or other business forms which are different from, in addition to, or in conflict with this Agreement shall be deemed objected to by RK IPDG and shall be of no force or effect whatsoever under any circumstances, notwithstanding any failure by RK IPDG to communicate further objections thereto. iii.) In the event of a conflict between this Agreement and any other RK IPDG documents, the terms of this Agreement shall control.