Common use of Supply and Payment Clause in Contracts

Supply and Payment. 4.1 The Software is a dongle protected runtime package. The Reseller will order the licences of the Software from RTSW by means of ordering a Dongle for each copy of the Software for which the Reseller has an order from an End User in the Territory. 4.2 Each order will be an offer to buy the number of licences of the Software on that order. A contract for the sale of the right to grant those licences of the Software to End Users will come into existence only when RTSW notifies the Reseller in writing that RTSW accepts the Reseller’s order. RTSW accepts the right not to accept any order, as it sees fit, without giving any reason. 4.3 Orders placed by the Reseller purporting to include any terms or conditions except those contained in this Agreement, or to vary the terms of this Agreement, will not be valid unless those other terms and conditions are expressly accepted by RTSW in writing. 4.4 The price payable by the Reseller to RTSW for each licence of the Software will be that in the Price List when RTSW accepts the Reseller’s order, less any discount calculated in accordance with the Schedule. 4.5 The Charges are exclusive of Value Added Tax and all other taxes and duties. The Reseller will pay Value Added Tax in accordance with United Kingdom legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Software and any Dongle to the Reseller and its export and import into the Territory. The Reseller will also pay the cost of shipping and insurance. If RTSW incurs any costs or expense on the Reseller’s behalf in respect of handling, packaging, carriage, insurance or other matters relating to the supply or delivery of the Software or any Dongle, those costs and expenses will be payable by the Reseller on demand in accordance with the Payment Terms. 4.6 The Reseller is free to set its own prices for End Users of the Software and for services supplied by the Reseller to End Users (but the Reseller acknowledges that RTSW or RTSW’s other resellers, agents, dealers and distributors may supply the Software and/or such services in the Territory at a price that may be more, or less, than the price charged by the Reseller). 4.7 The Reseller will pay RTSW the Charges in accordance with the Payment Terms. The charges for each licence of the Software will be payable as soon as RTSW accepts the Manufacturer’s order for a licence for a licence of the Software. Other Charges will be payable as set out in the Schedule. 4.8 Any delivery dates are approximate only and RTSW will not be liable if any delivery date is not met. 4.9 RTSW may make partial deliveries of copies of the Dongles and may invoice the Reseller even though the whole order has not been delivered. RTSW will not be liable for any shortfalls in delivery unless the Reseller notifies them to RTSW within 7 days after delivery. 4.10 If the Reseller fails to make any full payment of any amount to RTSW when due, without prejudice to any other right or remedy available to RTSW: 4.10.1 RTSW may withhold, suspend, or delay delivery of all or any of: the Dongle under all or any orders, the supply of Updates and Error Corrections to the Reseller; or the supply of any services 4.10.2 The entire balance outstanding under all invoices from RTSW to the Reseller will become immediately due and payable to RTSW without further demand; and 4.10.3 The Reseller will pay interest on any overdue sum and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000. Where the Late Payment of Commercial Debts (Interest) Xxx 0000 would not normally apply, interest on any overdue sum will be calculated on the same basis. 4.11 The Reseller may not withhold any payment to RTSW by reason of any claim against RTSW, nor claim any right of set off. 4.12 Risk in the Dongles will pass to the Reseller when they leave RTSW’s premises. Title to the Dongles will pass to the Reseller when the Reseller has paid, in full, for that Dongle. If the Reseller obtains possession of the Dongle before it has been paid for in full for that copy, the Reseller will

Supply and Payment. 4.1 The Software is a dongle protected runtime package. The Reseller Dealer will order the licences of the Software from RTSW by means of ordering a Dongle for each copy of the Software for which the Reseller Dealer has an order from an End User in the Territory. 4.2 Each order will be an offer to buy the number of licences of the Software on that order. A contract for the sale of the right to grant those licences of the Software to End Users will come into existence only when RTSW notifies the Reseller Dealer in writing that RTSW accepts the ResellerDealer’s order. RTSW accepts the right not to accept any order, as it sees fit, without giving any reason. 4.3 Orders placed by the Reseller Dealer purporting to include any terms or conditions except those contained in this Agreement, or to vary the terms of this Agreement, will not be valid unless those other terms and conditions are expressly accepted by RTSW in writing. 4.4 The price payable by the Reseller Dealer to RTSW for each licence of the Software will be that in the Price List when RTSW accepts the ResellerDealer’s order, less any discount calculated in accordance with the Schedule. 4.5 The Charges are exclusive of Value Added Tax and all other taxes and duties. The Reseller Dealer will pay Value Added Tax in accordance with United Kingdom legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Software and any Dongle to the Reseller Dealer and its export and import into the Territory. The Reseller Dealer will also pay the cost of shipping and insurance. If RTSW incurs any costs or expense on the ResellerDealer’s behalf in respect of handling, packaging, carriage, insurance or other matters relating to the supply or delivery of the Software or any Dongle, those costs and expenses will be payable by the Reseller Dealer on demand in accordance with the Payment Terms. 4.6 The Reseller Dealer is free to set its own prices for End Users of the Software and for services supplied by the Reseller Dealer to End Users (but the Reseller Dealer acknowledges that RTSW or RTSW’s other resellersDealers, agents, dealers and distributors may supply the Software and/or such services in the Territory at a price that may be more, or less, than the price charged by the ResellerDealer). 4.7 The Reseller Dealer will pay RTSW the Charges in accordance with the Payment Terms. The charges for each licence of the Software will be payable as soon as RTSW accepts the Manufacturer’s order for a licence for a licence of the Software. Other Charges will be payable as set out in the Schedule. 4.8 Any delivery dates are approximate only and RTSW will not be liable if any delivery date is not met. 4.9 RTSW may make partial deliveries of copies of the Dongles and may invoice the Reseller Dealer even though the whole order has not been delivered. RTSW will not be liable for any shortfalls in delivery unless the Reseller Dealer notifies them to RTSW within 7 days after delivery. 4.10 If the Reseller Dealer fails to make any full payment of any amount to RTSW when due, without prejudice to any other right or remedy available to RTSW: 4.10.1 RTSW may withhold, suspend, or delay delivery of all or any of: the Dongle under all or any orders, the supply of Updates and Error Corrections to the ResellerDealer; or the supply of any services 4.10.2 The entire balance outstanding under all invoices from RTSW to the Reseller Dealer will become immediately due and payable to RTSW without further demand; and 4.10.3 The Reseller Dealer will pay interest on any overdue sum and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000. Where the Late Payment of Commercial Debts (Interest) Xxx 0000 would not normally apply, interest on any overdue sum will be calculated on the same basis. 4.11 The Reseller Dealer may not withhold any payment to RTSW by reason of any claim against RTSW, nor claim any right of set off. 4.12 Risk in the Dongles will pass to the Reseller Dealer when they leave RTSW’s premises. Title to the Dongles will pass to the Reseller Dealer when the Reseller Dealer has paid, in full, for that Dongle. If the Reseller Dealer obtains possession of the Dongle before it has been paid for in full for that copy, the Reseller Dealer will 4.12.1 Keep the Dongle separate from any other goods and products and clearly Identified as the property of RTSW 4.12.2 Take proper care of the Dongle, storing it in accordance with any requirements made known to the Dealer by RTSW 4.12.3 Not sell, or part with possession of the Dongle except for supplying it to an End User in accordance with this Agreement. 4.12.4 Not create any mortgage, lien or any other charge over the Dongle 4.13 The Dealer’s failure to pay the full amount in respect of any Dongle or Licence when due will RTSW the right (without prejudice to any other rights or remedies it may have) to repossess that copy of the Dongle (and to enter the Dealer’s premises for that purpose if necessary, with or without notice) 4.14 Except as provided for in Clause 9, all Dongles and copies of the Software supplied to, or downloaded by, the Dealer are for supply to End Users

Supply and Payment. 4.1 The Software is a dongle protected runtime package. The Reseller Dealer will order the licences of the Software from RTSW by means of ordering a Dongle for each copy of the Software for which the Reseller Dealer has an order from an End User in the Territory. 4.2 Each order will be an offer to buy the number of licences of the Software on that order. A contract for the sale of the right to grant those licences of the Software to End Users will come into existence only when RTSW notifies the Reseller Dealer in writing that RTSW accepts the ResellerDealer’s order. RTSW accepts the right not to accept any order, as it sees fit, without giving any reason. 4.3 Orders placed by the Reseller Dealer purporting to include any terms or conditions except those contained in this Agreement, or to vary the terms of this Agreement, will not be valid unless those other terms and conditions are expressly accepted by RTSW in writing. 4.4 The price payable by the Reseller Dealer to RTSW for each licence of the Software will be that in the Price List when RTSW accepts the ResellerDealer’s order, less any discount calculated in accordance with the Schedule. 4.5 The Charges are exclusive of Value Added Tax and all other taxes and duties. The Reseller Dealer will pay Value Added Tax in accordance with United Kingdom legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Software and any Dongle to the Reseller Dealer and its export and import into the Territory. The Reseller Dealer will also pay the cost of shipping and insurance. If RTSW incurs any costs or expense on the ResellerDealer’s behalf in respect of handling, packaging, carriage, insurance or other matters relating to the supply or delivery of the Software or any Dongle, those costs and expenses will be payable by the Reseller Dealer on demand in accordance with the Payment Terms. 4.6 The Reseller Dealer is free to set its own prices for End Users of the Software and for services supplied by the Reseller Dealer to End Users (but the Reseller Dealer acknowledges that RTSW or RTSW’s other resellersDealers, agents, dealers and distributors may supply the Software and/or such services in the Territory at a price that may be more, or less, than the price charged by the ResellerDealer). 4.7 The Reseller Dealer will pay RTSW the Charges in accordance with the Payment Terms. The charges for each licence of the Software will be payable as soon as RTSW accepts the Manufacturer’s order for a licence for a licence of the Software. Other Charges will be payable as set out in the Schedule. 4.8 Any delivery dates are approximate only and RTSW will not be liable if any delivery date is not met. 4.9 RTSW may make partial deliveries of copies of the Dongles and may invoice the Reseller Dealer even though the whole order has not been delivered. RTSW will not be liable for any shortfalls shortfall in delivery unless the Reseller Dealer notifies them to RTSW within 7 days after delivery. 4.10 If the Reseller Dealer fails to make any full payment of any amount to RTSW when due, without prejudice to any other right or remedy available to RTSW: 4.10.1 RTSW may withhold, suspend, or delay delivery of all or any of: the Dongle under all or any orders, the supply of Updates and Error Corrections to the ResellerDealer; or the supply of any services 4.10.2 The entire balance outstanding under all invoices from RTSW to the Reseller Dealer will become immediately due and payable to RTSW without further demand; and 4.10.3 The Reseller Dealer will pay interest on any overdue sum and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000. Where the Late Payment of Commercial Debts (Interest) Xxx 0000 would not normally apply, interest on any overdue sum will be calculated on the same basis. 4.11 The Reseller Dealer may not withhold any payment to RTSW by reason of any claim against RTSW, nor claim any right of set off. 4.12 Risk in the Dongles will pass to the Reseller Dealer when they leave RTSW’s premises. Title to the Dongles will pass to the Reseller Dealer when the Reseller Dealer has paid, in full, for that Dongle. If the Reseller Dealer obtains possession of the Dongle before it has been paid for in full for that copy, the Reseller Dealer will 4.12.1 Keep the Dongle separate from any other goods and products and clearly Identified as the property of RTSW 4.12.2 Take proper care of the Dongle, storing it in accordance with any requirements made known to the Dealer by RTSW 4.12.3 Not sell, or part with possession of the Dongle except for supplying it to an End User in accordance with this Agreement. 4.12.4 Not create any mortgage, lien or any other charge over the Dongle 4.13 The Dealer’s failure to pay the full amount in respect of any Dongle or Licence when due will RTSW the right (without prejudice to any other rights or remedies it may have) to repossess that copy of the Dongle (and to enter the Dealer’s premises for that purpose if necessary, with or without notice) 4.14 Except as provided for in Clause 9, all Dongles and copies of the Software supplied to, or downloaded by, the Dealer are for supply to End Users

Supply and Payment. 4.1 The Software is a dongle protected runtime package. The Reseller will order the licences of the Software from RTSW by means of ordering a Dongle for each copy of the Software for which the Reseller has an order from an End User in the Territory. 4.2 Each order will be an offer to buy the number of licences of the Software on that order. A contract for the sale of the right to grant those licences of the Software to End Users will come into existence only when RTSW notifies the Reseller in writing that RTSW accepts the Reseller’s order. RTSW accepts the right not to accept any order, as it sees fit, without giving any reason. 4.3 Orders placed by the Reseller purporting to include any terms or conditions except those contained in this Agreement, or to vary the terms of this Agreement, will not be valid unless those other terms and conditions are expressly accepted by RTSW in writing. 4.4 The price payable by the Reseller to RTSW for each licence of the Software will be that in the Price List when RTSW accepts the Reseller’s order, less any discount calculated in accordance with the Schedule. 4.5 The Charges are exclusive of Value Added Tax and all other taxes and duties. The Reseller will pay Value Added Tax in accordance with United Kingdom legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Software and any Dongle to the Reseller and its export and import into the Territory. The Reseller will also pay the cost of shipping and insurance. If RTSW incurs any costs or expense on the Reseller’s behalf in respect of handling, packaging, carriage, insurance or other matters relating to the supply or delivery of the Software or any Dongle, those costs and expenses will be payable by the Reseller on demand in accordance with the Payment Terms. 4.6 The Reseller is free to set its own prices for End Users of the Software and for services supplied by the Reseller to End Users (but the Reseller acknowledges that RTSW or RTSW’s other resellers, agents, dealers and distributors may supply the Software and/or such services in the Territory at a price that may be more, or less, than the price charged by the Reseller). 4.7 The Reseller will pay RTSW the Charges in accordance with the Payment Terms. The charges for each licence of the Software will be payable as soon as RTSW accepts the Manufacturer’s order for a licence for a licence of the Software. Other Charges will be payable as set out in the Schedule. 4.8 Any delivery dates are approximate only and RTSW will not be liable if any delivery date is not met. 4.9 RTSW may make partial deliveries of copies of the Dongles and may invoice the Reseller even though the whole order has not been delivered. RTSW will not be liable for any shortfalls in delivery unless the Reseller notifies them to RTSW within 7 days after delivery. 4.10 If the Reseller fails to make any full payment of any amount to RTSW when due, without prejudice to any other right or remedy available to RTSW: 4.10.1 RTSW may withhold, suspend, or delay delivery of all or any of: the Dongle under all or any orders, the supply of Updates and Error Corrections to the Reseller; or the supply of any services 4.10.2 The entire balance outstanding under all invoices from RTSW to the Reseller will become immediately due and payable to RTSW without further demand; and 4.10.3 The Reseller will pay interest on any overdue sum and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000. Where the Late Payment of Commercial Debts (Interest) Xxx 0000 would not normally apply, interest on any overdue sum will be calculated on the same basis. 4.11 The Reseller may not withhold any payment to RTSW by reason of any claim against RTSW, nor claim any right of set off. 4.12 Risk in the Dongles will pass to the Reseller when they leave RTSW’s premises. Title to the Dongles will pass to the Reseller when the Reseller has paid, in full, for that Dongle. If the Reseller obtains possession of the Dongle before it has been paid for in full for that copy, the Reseller will 4.12.1 Keep the Dongle separate from any other goods and products and clearly Identified as the property of RTSW 4.12.2 Take proper care of the Dongle, storing it in accordance with any requirements made known to the Reseller by RTSW 4.12.3 Not sell, or part with possession of the Dongle except for supplying it to an End User in accordance with this Agreement. 4.12.4 Not create any mortgage, lien or any other charge over the Dongle 4.13 The Reseller’s failure to pay the full amount in respect of any Dongle or Licence when due will RTSW the right (without prejudice to any other rights or remedies it may have) to repossess that copy of the Dongle (and to enter the Reseller’s premises for that purpose if necessary, with or without notice) 4.14 Except as provided for in Clause 9, all Dongles and copies of the Software supplied to, or downloaded by, the Reseller are for supply to End Users

Supply and Payment. 4.1 The Software is a dongle protected runtime package. The Reseller Partner will order the licences of the Software from RTSW by means of ordering a Dongle for each copy of the Software for which the Reseller has an order from an End User in the TerritorySoftware. 4.2 Each order will be an offer to buy the number of licences of the Software on that order. A contract for the sale of the right to grant those licences of the Software to End Users will come into existence only when RTSW notifies the Reseller in writing that RTSW accepts the Reseller’s order. RTSW accepts the right not to accept any order, as it sees fit, without giving any reason. 4.3 Orders placed by the Reseller Partner purporting to include any terms or conditions except those contained in this Agreement, or to vary the terms of this Agreement, will not be valid unless those other terms and conditions are expressly accepted by RTSW in writing. 4.4 The price payable by the Reseller Partner to RTSW for each licence of the Software will be that in the Price List when RTSW accepts the ResellerPartner’s order, less any discount calculated in accordance with the Schedule. 4.5 The Charges are exclusive of Value Added Tax and all other taxes and duties. The Reseller Partner will pay Value Added Tax in accordance with United Kingdom legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Software and any Dongle to the Reseller Partner and its export and import into the Territory. The Reseller Partner will also pay the cost of shipping and insurance. If RTSW incurs any costs or expense on the ResellerPartner’s behalf in respect of handling, packaging, carriage, insurance or other matters relating to the supply or delivery of the Software or any Dongle, those costs and expenses will be payable by the Reseller Partner on demand in accordance with the Payment Terms. 4.6 The Reseller Partner is free to set its own prices for End Users of the Software and for services supplied by the Reseller Partner to End Users (but the Reseller Partner acknowledges that RTSW or RTSW’s other resellersPartners, agents, dealers Partners and distributors may supply the Software and/or such services in the Territory at a price that may be more, or less, than the price charged by the ResellerPartner). 4.7 The Reseller Partner will pay RTSW the Charges in accordance with the Payment Terms. The charges for each licence of the Software will be payable as soon as RTSW accepts the Manufacturer’s order for a licence for a licence of the Software. Other Charges will be payable as set out in the Schedule. 4.8 Any delivery dates are approximate only and RTSW will not be liable if any delivery date is not met. 4.9 RTSW may make partial deliveries of copies of the Dongles and may invoice the Reseller even though the whole order has not been delivered. RTSW will not be liable for any shortfalls in delivery unless the Reseller notifies them to RTSW within 7 days after delivery. 4.10 If the Reseller Partner fails to make any full payment of any amount to RTSW when due, without prejudice to any other right or remedy available to RTSW: 4.10.1 4.9.1 RTSW may withhold, suspend, or delay delivery of all or any of: the Dongle under all or any orders, the supply of Updates and Error Corrections to the ResellerPartner; or the supply of any services 4.10.2 4.9.2 The entire balance outstanding under all invoices from RTSW to the Reseller Partner will become immediately due and payable to RTSW without further demand; and 4.10.3 4.9.3 The Reseller Partner will pay interest on any overdue sum and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000Act 1998. Where the Late Payment of Commercial Debts (Interest) Xxx 0000 Act 1998 would not normally apply, interest on any overdue sum will be calculated on the same basis. 4.11 4.10 The Reseller Partner may not withhold any payment to RTSW by reason of any claim against RTSW, nor claim any right of set off. 4.12 4.11 Risk in the Dongles will pass to the Reseller Partner when they leave RTSW’s premises. Title to the Dongles will pass to the Reseller Partner when the Reseller Partner has paid, in full, for that Dongle. If the Reseller Partner obtains possession of the Dongle before it has been paid for in full for that copy, the Reseller Partner will 4.11.1 Keep the Dongle separate from any other goods and products and clearly Identified as the property of RTSW 4.11.2 Take proper care of the Dongle, storing it in accordance with any requirements made known to the Partner by RTSW 4.12 The Partner’s failure to pay the full amount in respect of any Dongle or Licence when due will RTSW the right (without prejudice to any other rights or remedies it may have) to repossess that copy of the Dongle (and to enter the Partner’s premises for that purpose if necessary, with or without notice)

Supply and Payment. 4.1 The Software is a dongle protected runtime package. The Reseller Dealer will order the licences of the Software from RTSW by means of ordering a Dongle for each copy of the Software for which the Reseller Dealer has an order from an End User in the Territory. 4.2 Each order will be an offer to buy the number of licences of the Software on that order. A contract for the sale of the right to grant those licences of the Software to End Users will come into existence only when RTSW notifies the Reseller Dealer in writing that RTSW accepts the ResellerDealer’s order. RTSW accepts the right not to accept any order, as it sees fit, without giving any reason. 4.3 Orders placed by the Reseller Dealer purporting to include any terms or conditions except those contained in this Agreement, or to vary the terms of this Agreement, will not be valid unless those other terms and conditions are expressly accepted by RTSW in writing. 4.4 The price payable by the Reseller Dealer to RTSW for each licence of the Software will be that in the Price List when RTSW accepts the ResellerDealer’s order, less any discount calculated in accordance with the Schedule. 4.5 The Charges are exclusive of Value Added Tax and all other taxes and duties. The Reseller Dealer will pay Value Added Tax in accordance with United Kingdom legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Software and any Dongle to the Reseller Dealer and its export and import into the Territory. The Reseller Dealer will also pay the cost of shipping and insurance. If RTSW incurs any costs or expense on the ResellerDealer’s behalf in respect of handling, packaging, carriage, insurance or other matters relating to the supply or delivery of the Software or any Dongle, those costs and expenses will be payable by the Reseller Dealer on demand in accordance with the Payment Terms. 4.6 The Reseller Dealer is free to set its own prices for End Users of the Software and for services supplied by the Reseller Dealer to End Users (but the Reseller Dealer acknowledges that RTSW or RTSW’s other resellersDealers, agents, dealers and distributors may supply the Software and/or such services in the Territory at a price that may be more, or less, than the price charged by the ResellerDealer). 4.7 The Reseller Dealer will pay RTSW the Charges in accordance with the Payment Terms. The charges for each licence of the Software will be payable as soon as RTSW accepts the Manufacturer’s order for a licence for a licence of the Software. Other Charges will be payable as set out in the Schedule. 4.8 Any delivery dates are approximate only and RTSW will not be liable if any delivery date is not met. 4.9 RTSW may make partial deliveries of copies of the Dongles and may invoice the Reseller Dealer even though the whole order has not been delivered. RTSW will not be liable for any shortfalls shortfall in delivery unless the Reseller Dealer notifies them to RTSW within 7 days after delivery. 4.10 If the Reseller Dealer fails to make any full payment of any amount to RTSW when due, without prejudice to any other right or remedy available to RTSW: 4.10.1 RTSW may withhold, suspend, or delay delivery of all or any of: the Dongle under all or any orders, the supply of Updates and Error Corrections to the ResellerDealer; or the supply of any services 4.10.2 The entire balance outstanding under all invoices from RTSW to the Reseller Dealer will become immediately due and payable to RTSW without further demand; and 4.10.3 The Reseller Dealer will pay interest on any overdue sum and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000. Where the Late Payment of Commercial Debts (Interest) Xxx 0000 would not normally apply, interest on any overdue sum will be calculated on the same basis. 4.11 The Reseller Dealer may not withhold any payment to RTSW by reason of any claim against RTSW, nor claim any right of set off. 4.12 Risk in the Dongles will pass to the Reseller Dealer when they leave RTSW’s premises. Title to the Dongles will pass to the Reseller Dealer when the Reseller Dealer has paid, in full, for that Dongle. If the Reseller Dealer obtains possession of the Dongle before it has been paid for in full for that copy, the Reseller Dealer will

Supply and Payment. 4.1 The Software is a dongle protected runtime package. The Reseller Dealer will order the licences of the Software from RTSW by means of ordering a Dongle for each copy of the Software for which the Reseller Dealer has an order from an End User in the Territory. 4.2 Each order will be an offer to buy the number of licences of the Software on that order. A contract for the sale of the right to grant those licences of the Software to End Users will come into existence only when RTSW notifies the Reseller Dealer in writing that RTSW accepts the ResellerDealer’s order. RTSW accepts the right not to accept any order, as it sees fit, without giving any reason. 4.3 Orders placed by the Reseller Dealer purporting to include any terms or conditions except those contained in this Agreement, or to vary the terms of this Agreement, will not be valid unless those other terms and conditions are expressly accepted by RTSW in writing. 4.4 The price payable by the Reseller Dealer to RTSW for each licence of the Software will be that in the Price List when RTSW accepts the ResellerDealer’s order, less any discount calculated in accordance with the Schedule. 4.5 The Charges are exclusive of Value Added Tax and all other taxes and duties. The Reseller Dealer will pay Value Added Tax in accordance with United Kingdom legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Software and any Dongle to the Reseller Dealer and its export and import into the Territory. The Reseller Dealer will also pay the cost of shipping and insurance. If RTSW incurs any costs or expense on the ResellerDealer’s behalf in respect of handling, packaging, carriage, insurance or other matters relating to the supply or delivery of the Software or any Dongle, those costs and expenses will be payable by the Reseller Dealer on demand in accordance with the Payment Terms. 4.6 The Reseller Dealer is free to set its own prices for End Users of the Software and for services supplied by the Reseller Dealer to End Users (but the Reseller Dealer acknowledges that RTSW or RTSW’s other resellersDealers, agents, dealers and distributors may supply the Software and/or such services in the Territory at a price that may be more, or less, than the price charged by the ResellerDealer). 4.7 The Reseller Dealer will pay RTSW the Charges in accordance with the Payment Terms. The charges for each licence of the Software will be payable as soon as RTSW accepts the Manufacturer’s order for a licence for a licence of the Software. Other Charges will be payable as set out in the Schedule. 4.8 Any delivery dates are approximate only and RTSW will not be liable if any delivery date is not met. 4.9 RTSW may make partial deliveries of copies of the Dongles and may invoice the Reseller Dealer even though the whole order has not been delivered. RTSW will not be liable for any shortfalls shortfall in delivery unless the Reseller Dealer notifies them to RTSW within 7 days after delivery. 4.10 If the Reseller Dealer fails to make any full payment of any amount to RTSW when due, without prejudice to any other right or remedy available to RTSW: 4.10.1 RTSW may withhold, suspend, or delay delivery of all or any of: the Dongle under all or any orders, the supply of Updates and Error Corrections to the ResellerDealer; or the supply of any services 4.10.2 The entire balance outstanding under all invoices from RTSW to the Reseller Dealer will become immediately due and payable to RTSW without further demand; and 4.10.3 The Reseller Dealer will pay interest on any overdue sum and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000Act 1998. Where the Late Payment of Commercial Debts (Interest) Xxx 0000 Act 1998 would not normally apply, interest on any overdue sum will be calculated on the same basis. 4.11 The Reseller Dealer may not withhold any payment to RTSW by reason of any claim against RTSW, nor claim any right of set off. 4.12 Risk in the Dongles will pass to the Reseller Dealer when they leave RTSW’s premises. Title to the Dongles will pass to the Reseller Dealer when the Reseller Dealer has paid, in full, for that Dongle. If the Reseller Dealer obtains possession of the Dongle before it has been paid for in full for that copy, the Reseller Dealer will 4.12.1 Keep the Dongle separate from any other goods and products and clearly Identified as the property of RTSW 4.12.2 Take proper care of the Dongle, storing it in accordance with any requirements made known to the Dealer by RTSW 4.12.3 Not sell, or part with possession of the Dongle except for supplying it to an End User in accordance with this Agreement. 4.12.4 Not create any mortgage, lien or any other charge over the Dongle 4.13 The Dealer’s failure to pay the full amount in respect of any Dongle or Licence when due will RTSW the right (without prejudice to any other rights or remedies it may have) to repossess that copy of the Dongle (and to enter the Dealer’s premises for that purpose if necessary, with or without notice) 4.14 Except as provided for in Clause 9, all Dongles and copies of the Software supplied to, or downloaded by, the Dealer are for supply to End Users

Supply and Payment. 4.1 The Software is a dongle protected runtime package. The Reseller Partner will order the licences of the Software from RTSW by means of ordering a Dongle for each copy of the Software for which the Reseller has an order from an End User in the TerritorySoftware. 4.2 Each order will be an offer to buy the number of licences of the Software on that order. A contract for the sale of the right to grant those licences of the Software to End Users will come into existence only when RTSW notifies the Reseller in writing that RTSW accepts the Reseller’s order. RTSW accepts the right not to accept any order, as it sees fit, without giving any reason. 4.3 Orders placed by the Reseller Partner purporting to include any terms or conditions except those contained in this Agreement, or to vary the terms of this Agreement, will not be valid unless those other terms and conditions are expressly accepted by RTSW in writing. 4.4 The price payable by the Reseller Partner to RTSW for each licence of the Software will be that in the Price List when RTSW accepts the ResellerPartner’s order, less any discount calculated in accordance with the Schedule. 4.5 The Charges are exclusive of Value Added Tax and all other taxes and duties. The Reseller Partner will pay Value Added Tax in accordance with United Kingdom legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Software and any Dongle to the Reseller Partner and its export and import into the Territory. The Reseller Partner will also pay the cost of shipping and insurance. If RTSW incurs any costs or expense on the ResellerPartner’s behalf in respect of handling, packaging, carriage, insurance or other matters relating to the supply or delivery of the Software or any Dongle, those costs and expenses will be payable by the Reseller Partner on demand in accordance with the Payment Terms. 4.6 The Reseller Partner is free to set its own prices for End Users of the Software and for services supplied by the Reseller Partner to End Users (but the Reseller Partner acknowledges that RTSW or RTSW’s other resellersPartners, agents, dealers Partners and distributors may supply the Software and/or such services in the Territory at a price that may be more, or less, than the price charged by the ResellerPartner). 4.7 The Reseller Partner will pay RTSW the Charges in accordance with the Payment Terms. The charges for each licence of the Software will be payable as soon as RTSW accepts the Manufacturer’s order for a licence for a licence of the Software. Other Charges will be payable as set out in the Schedule. 4.8 Any delivery dates are approximate only and RTSW will not be liable if any delivery date is not met. 4.9 RTSW may make partial deliveries of copies of the Dongles and may invoice the Reseller even though the whole order has not been delivered. RTSW will not be liable for any shortfalls in delivery unless the Reseller notifies them to RTSW within 7 days after delivery. 4.10 If the Reseller Partner fails to make any full payment of any amount to RTSW when due, without prejudice to any other right or remedy available to RTSW: 4.10.1 4.9.1 RTSW may withhold, suspend, or delay delivery of all or any of: the Dongle under all or any orders, the supply of Updates and Error Corrections to the ResellerPartner; or the supply of any services 4.10.2 4.9.2 The entire balance outstanding under all invoices from RTSW to the Reseller Partner will become immediately due and payable to RTSW without further demand; and 4.10.3 4.9.3 The Reseller Partner will pay interest on any overdue sum and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000. Where the Late Payment of Commercial Debts (Interest) Xxx 0000 would not normally apply, interest on any overdue sum will be calculated on the same basis. 4.11 4.10 The Reseller Partner may not withhold any payment to RTSW by reason of any claim against RTSW, nor claim any right of set off. 4.12 4.11 Risk in the Dongles will pass to the Reseller Partner when they leave RTSW’s premises. Title to the Dongles will pass to the Reseller Partner when the Reseller Partner has paid, in full, for that Dongle. If the Reseller Partner obtains possession of the Dongle before it has been paid for in full for that copy, the Reseller Partner will 4.11.1 Keep the Dongle separate from any other goods and products and clearly Identified as the property of RTSW 4.11.2 Take proper care of the Dongle, storing it in accordance with any requirements made known to the Partner by RTSW 4.12 The Partner’s failure to pay the full amount in respect of any Dongle or Licence when due will RTSW the right (without prejudice to any other rights or remedies it may have) to repossess that copy of the Dongle (and to enter the Partner’s premises for that purpose if necessary, with or without notice)

Supply and Payment. 4.1 The Software is a dongle protected runtime package. The Reseller will order the licences of the Software from RTSW by means of ordering a Dongle for each copy of the Software for which the Reseller has an order from an End User in the Territory. 4.2 Each order will be an offer to buy the number of licences of the Software on that order. A contract for the sale of the right to grant those licences of the Software to End Users will come into existence only when RTSW notifies the Reseller in writing that RTSW accepts the Reseller’s order. RTSW accepts the right not to accept any order, as it sees fit, without giving any reason. 4.3 Orders placed by the Reseller purporting to include any terms or conditions except those contained in this Agreement, or to vary the terms of this Agreement, will not be valid unless those other terms and conditions are expressly accepted by RTSW in writing. 4.4 The price payable by the Reseller to RTSW for each licence of the Software will be that in the Price List when RTSW accepts the Reseller’s order, less any discount calculated in accordance with the Schedule. 4.5 The Charges are exclusive of Value Added Tax and all other taxes and duties. The Reseller will pay Value Added Tax in accordance with United Kingdom legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Software and any Dongle to the Reseller and its export and import into the Territory. The Reseller will also pay the cost of shipping and insurance. If RTSW incurs any costs or expense on the Reseller’s behalf in respect of handling, packaging, carriage, insurance or other matters relating to the supply or delivery of the Software or any Dongle, those costs and expenses will be payable by the Reseller on demand in accordance with the Payment Terms. 4.6 The Reseller is free to set its own prices for End Users of the Software and for services supplied by the Reseller to End Users (but the Reseller acknowledges that RTSW or RTSW’s other resellers, agents, dealers and distributors may supply the Software and/or such services in the Territory at a price that may be more, or less, than the price charged by the Reseller). 4.7 The Reseller will pay RTSW the Charges in accordance with the Payment Terms. The charges for each licence of the Software will be payable as soon as RTSW accepts the Manufacturer’s order for a licence for a licence of the Software. Other Charges will be payable as set out in the Schedule. 4.8 Any delivery dates are approximate only and RTSW will not be liable if any delivery date is not met. 4.9 RTSW may make partial deliveries of copies of the Dongles and may invoice the Reseller even though the whole order has not been delivered. RTSW will not be liable for any shortfalls in delivery unless the Reseller notifies them to RTSW within 7 days after delivery. 4.10 If the Reseller fails to make any full payment of any amount to RTSW when due, without prejudice to any other right or remedy available to RTSW: 4.10.1 RTSW may withhold, suspend, or delay delivery of all or any of: the Dongle under all or any orders, the supply of Updates and Error Corrections to the Reseller; or the supply of any services 4.10.2 The entire balance outstanding under all invoices from RTSW to the Reseller will become immediately due and payable to RTSW without further demand; and 4.10.3 The Reseller will pay interest on any overdue sum and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000Act 1998. Where the Late Payment of Commercial Debts (Interest) Xxx 0000 Act 1998 would not normally apply, interest on any overdue sum will be calculated on the same basis. 4.11 The Reseller may not withhold any payment to RTSW by reason of any claim against RTSW, nor claim any right of set off. 4.12 Risk in the Dongles will pass to the Reseller when they leave RTSW’s premises. Title to the Dongles will pass to the Reseller when the Reseller has paid, in full, for that Dongle. If the Reseller obtains possession of the Dongle before it has been paid for in full for that copy, the Reseller will 4.12.1 Keep the Dongle separate from any other goods and products and clearly Identified as the property of RTSW 4.12.2 Take proper care of the Dongle, storing it in accordance with any requirements made known to the Reseller by RTSW 4.12.3 Not sell, or part with possession of the Dongle except for supplying it to an End User in accordance with this Agreement. 4.12.4 Not create any mortgage, lien or any other charge over the Dongle 4.13 The Reseller’s failure to pay the full amount in respect of any Dongle or Licence when due will RTSW the right (without prejudice to any other rights or remedies it may have) to repossess that copy of the Dongle (and to enter the Reseller’s premises for that purpose if necessary, with or without notice) 4.14 Except as provided for in Clause 9, all Dongles and copies of the Software supplied to, or downloaded by, the Reseller are for supply to End Users

Supply and Payment. 4.1 The Software is a dongle protected runtime run time package. The Reseller Dealer will order the licences of the Software from RTSW by means of ordering a Dongle for each copy of the Software for which the Reseller Dealer has an order from an End User in the Territory. 4.2 Each order will be an offer to buy the number of licences of the Software on that order. A contract for the sale of the right to grant those licences of the Software to End Users will come into existence only when RTSW notifies the Reseller Dealer in writing that RTSW accepts the ResellerDealer’s order. RTSW accepts reserves the right not to accept any order, as it sees fit, without giving any reason. 4.3 Orders placed by the Reseller Dealer purporting to include any terms or conditions except those contained in this Agreement, or to vary the terms of this Agreement, will not be valid unless those other terms and conditions are expressly accepted by RTSW in writing. 4.4 The price payable by the Reseller Dealer to RTSW for each licence of the Software will be that in the Price List when RTSW accepts the ResellerDealer’s order, less any discount calculated in accordance with the Schedule. 4.5 The Charges are exclusive of Value Added Tax and all other taxes and duties. The Reseller Dealer will pay Value Added Tax in accordance with United Kingdom legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Software and any Dongle to the Reseller Dealer and its export and import into the Territoryany territory. The Reseller Dealer will also pay the cost of shipping and insurance. If RTSW incurs any costs or expense on the Reseller’s Dealer's behalf in respect of handling, packaging, carriage, insurance or other matters relating to the supply or delivery of the Software or any Dongle, those costs and expenses will be payable by the Reseller Dealer in accordance on demand in accordance with the Payment Terms. 4.6 The Reseller Dealer is free to set its own prices for End Users of the Software and for services supplied by the Reseller Dealer to End Users (but the Reseller Dealer acknowledges that RTSW or RTSW’s other resellers, agents, dealers and distributors may supply the Software and/or such services in the Territory at a price that may be more, more or less, less than the price charged by the ResellerDealer). 4.7 The Reseller Dealer will pay RTSW the Charges in accordance with the Payment Terms. The charges Charges for each licence of the Software will be payable as soon as RTSW accepts the Manufacturer’s order for a licence for a licence of the Software. Other Charges will be payable as set out in the Schedule. 4.8 Any delivery dates are approximate only and RTSW will not be liable if any delivery date is not met. 4.9 RTSW may make partial deliveries of copies of the Dongles and may invoice the Reseller Dealer even though the whole of an order has not been delivered. RTSW will not be liable for any shortfalls in delivery unless the Reseller Dealer notifies them to RTSW within 7 days after delivery. 4.10 If the Reseller Dealer fails to make any full payment of any amount to RTSW when due, without prejudice to any other right or remedy available to RTSW: 4.10.1 RTSW may withhold, suspend, suspend or delay delivery of all or any of: the Dongle under all or any orders, the supply of Updates and Error Corrections to the ResellerDealer; or the supply of any services; 4.10.2 The the entire balance outstanding under all invoices from RTSW to the Reseller Dealer will become immediately due and payable to RTSW without further demand; and 4.10.3 The Reseller the Dealer will pay interest on any overdue sum and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000. Where the Late Payment of Commercial Debts (Interest) Xxx 0000 would not normally apply, interest on any overdue sum will be calculated on the same basis. 4.11 The Reseller Dealer may not withhold any payment to RTSW by reason of any claim against RTSW, nor claim any right of set off. 4.12 Risk in the Dongles will pass to the Reseller Dealer when they leave RTSW’s premises. Title to the Dongles will pass to the Reseller Dealer when the Reseller Dealer has paid, paid in full, full for that Dongle. If the Reseller Dealer obtains possession of the a Dongle before it has been paid for in full for that copy, the Reseller Dealer will: keep it separate from any other goods and products and clearly identified as the property of RTSW; take proper care of it, storing it in accordance with any requirements made known to the Dealer by RTSW; not sell or part with possession of it except for supplying it to an End User in accordance with this Agreement; and not create any mortgage, lien or any other charge over it. 4.13 The Dealer’s failure to pay the full amount in respect of any Dongle or licence when due will give RTSW the right (without prejudice to any other rights or remedies it may have) to repossess that copy of the Dongle (and to enter the Dealer's premises for that purpose if necessary, with or without notice). 4.14 Except as provided for in Clause 9, all Dongles and copies of the Software supplied to, or downloaded by, the Dealer are for supply to End Users.