Prices and Payment Terms (a) All prices are FOB Seller's place of manufacture, which for RF tuners is currently in Manila, The Philippines or such other location agreed to by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices are to be paid in U.S. dollars. At the xxxx Xxxxxx ships any Products under this Agreement it shall send to Buyer by overnight delivery service, telefax or electronic mail a notice of such shipment.
(b) Seller's prices include packaging, and all sales, use and excise taxes levied upon, or measured by the sale, price or use of the Products prior to delivery to the Buyer. Seller assumes sole responsibility for payment of all such taxes with respect to its sale of the Products to Buyer. If Buyer is purchasing the Products for resale and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible for all taxes not included in the selling price and for all import duties in connection with the shipment of the Products purchased by Buyer.
(c) Seller shall, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that *****
(d) Seller shall maintain, for a period of not less than five (5) years after the date of sale, or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. are necessary to permit each Product identified with a lot number by Seller and sold by Buyer to be traced by lot number and customer account. Buyer shall have the right to audit such records periodically, either by itself or through a designated agent acceptable to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify compliance with this Section.
(e) The Parties agree to cooperate in good faith to implement a product cost reduction program involving new technologies, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the selection of raw materials, components and manufacturing processes. Any cost savings which are achieved by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price of the Products by an amount up to *****
(f) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase price. If Buyer is able to obtain for Seller a supply of any components utilized by Seller in the Products of comparable quality for a lower price than the price then being paid by Seller for such component, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms provided by Seller's existing supplier of such components), the price of any Product in which such component is used shall be reduced by an amount up to the amount of the decrease in the price of the component to Seller, but only to the extent that there is no decrease in Seller's gross profit margin for such affected Product.
