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 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.
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 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 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 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 ▇▇▇▇ ▇▇ 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.
Invoices and Payment 16.1 Transnet shall pay the Supplier/Service Provider the amounts stipulated in each Purchase Order/Work Order, subject to the terms and conditions of this Agreement.
16.2 Transnet shall pay such amounts to the Supplier/Service Provider upon receipt of a valid and undisputed Tax Invoice together with the supporting documentation, as specified in the Schedule of Requirements appended hereto, once the valid and undisputed Tax Invoices or such portions of the Tax Invoices which are valid and undisputed become due and payable to the Supplier/Service Provider for the delivery of the Goods/Services ordered, in terms of clause 16.5 below.
16.3 Transnet may, pending an investigation, withhold any payments to the Supplier/Service Provider, in the case where irregular expenditure has been identified in the particular contract and that there is reasonable suspicion that the Supplier/Service Provider is involved or was aware that the contract transgressed any legislation.
16.4 All Prices set out in this Agreement and the Schedule of Requirements hereto are to be indicated inclusive and exclusive of VAT, which will be payable at the applicable rate in ZAR.
16.5 Unless otherwise provided for in the Schedule of Requirements appended to this Agreement, Tax Invoices shall be submitted together with a month-end statement. Payment against such month-end statement shall be made by Transnet within 30 [thirty] calendar days after date of receipt by Transnet of the Supplier’s/Service Provider’s statement together with the relevant valid and undisputed Tax Invoice(s) and supporting documentation.
16.6 Where the payment of any Tax Invoice, or any part of a Tax Invoice which is not in dispute, is not made in accordance with this clause, the Supplier/Service Provider shall be entitled to charge interest on the outstanding amount, at The Standard Bank of South Africa’s prime rate of interest in force, for the period from the due date of payment until the outstanding amount is paid.
16.7 The Supplier/Service Provider shall remain the owner of all plant, material, machinery, equipment and the like [collectively, the Supplier’s Goods] provided to Transnet until Transnet has paid in full for the Supplier’s Goods, it being specifically agreed that Transnet shall acquire no rights [including liens] of whatsoever nature in such Supplier’s Goods until date of final payment by Transnet. Subject to the aforegoing, all risk and benefit to the Supplier’s Goods shall pass from the Supplier to Transnet on delivery of the Supplier’s Goods by the Supplier to Transnet.