Common use of Prices and Payments Clause in Contracts

Prices and Payments. 14.1 The order confirmation specifies the price to be paid by you for building, supplying, and delivering the relevant Dell Offering, and any charges for additional services. The price and any charges exclude VAT, any applicable levies and other taxes, which shall be paid by you. 14.2 Where agreed between the parties, either in writing signed on behalf of both Parties or by means of standard schemes available to all Partners through the Program, you may be entitled to rebates or discounts on Dell Offering purchases. Discounts will be applied at the point of order but rebates will generally be applied by means of credit note issued to you, for adjustment against future orders. Any marketing development funding agreed between the Parties to be payable by Dell in respect of Dell Offering marketing initiatives, will be payable by Dell only on the basis of a valid invoice issued to Dell in accordance with Section 11.3. 14.3 Unless otherwise agreed in writing by Dell and subject to allocated credit based upon our assessment of your corporate strength, payment terms will be 30 days from date of invoice. Late payment interest charges at 4% above the EURIBOR 3 month rate quoted on the date of invoice will apply to overdue sums. Dell reserves the right to pass your debts to third parties for collection. Dell reserves the right to withhold delivery of future orders in case of late or non-payment of an invoice. 14.4 You have 14 (fourteen) days from date of invoice to raise any queries or disputes, otherwise the invoice will be deemed accurate and due for payment on the 30th day after the date of invoice. Disputed parts of invoices or entirely disputed invoices will not be due for payment until 14 (fourteen) days after the date when the dispute is resolved. Undisputed parts of invoices must be paid as indicated above. 14.5 You shall not be entitled to make any set-offs, deductions, or deferments to the sums due under an invoice, whether or not in respect of any disputes or claims whatsoever (in respect of which section 14.4 will apply). 14.6 We provide you with specific pricing and other assistance and support and this pricing and assistance and support is conditional (unless expressly otherwise agreed in writing) on the relevant Dell Offering being onward sold directly to a business for their own use rather than being resold again, used by you, being supplied to a private individual for personal use or being supplied to a different end user from the one that you informed us about. Where you seek to avail of Dell‟s deal registration process for particular end user deals, you will ensure that, in each case, the end user is a business customer and has provided you with consent to pass their full company details to Dell for the purposes of the deal registration application evaluation and in accordance with Appendix 1. Company data collected by these means will not be used by Dell for any other purposes. 14.7 Deliberately, repeatedly or negligently misrepresenting information in order to gain benefits or access to deal registration, assistance and or support may be treated as a material breach of this Agreement. If you mislead us in order to get a lower price than the price to which you are entitled or to get support or assistance to which you are either not entitled or at a price which you are not entitled to obtain that support or assistance, then Dell reserves the right to invoice you for the price discrepancy or the normal cost or price of the provision as Dell reasonably regards as appropriate. Any such invoice will be payable on receipt and, as a valid debt between the partner and Dell, may be subject to late payment interest charges or court collection action. 14.8 You are responsible for all applicable taxes, duties, fees or other charges, including sales or use and/or similar taxes, imposed by any federal, state or local governmental entity on Dell Offerings under this Agreement, except for taxes based on Dell‟s net income, gross revenue, property or employment obligations. You acknowledge that you are responsible for the payment of all taxes and fees assessed or imposed on Dell Services Offerings in any geography in which you or an end user receive the benefit of the Services. You will indemnify Dell on demand from and against any claims, demands, actions, losses, expenses, liabilities, judgments, settlements, damages and costs incurred by Dell or its affiliates arising out of or in connection with any charges, tax liabilities and/or fees under this section 14 which are not paid by you. If Dell is obligated by applicable law or regulation to collect and remit any taxes or fees relating to the Dell Offerings, then Dell will add the appropriate amount to your invoices as a separate line item. 14.9 Dell will provide you with a valid invoice if VAT is chargeable in respect of any amount payable under this Agreement and meets all statutory requirements and conditions necessary to allow you to obtain relief from VAT if a relief procedure is available (“Tax Invoice”). You will, upon receipt of the Tax Invoice, pay to Dell the VAT properly chargeable, in respect of that payment. 14.10 If Dell has incorrectly determined the amount of VAT chargeable to you, then the invoice will be corrected promptly upon notification to Dell. In case of overpayment by you, Dell will repay this amount to you via the issue of a credit note. In case of underpayment, you will pay the outstanding amount to Dell within 15 days upon receipt of a valid Tax Invoice. 14.11 In the event that you are required by law to make a withholding or deduction in respect of the price payable to Dell, You will make relevant payments to Dell net of the required withholding or deduction. You will supply to Dell evidence, to the reasonable satisfaction of Dell that you have accounted to the relevant authority for the sum withheld or deducted and will provide all such assistance, as may be requested by Dell, in recovering the amount of the withholding. In the event that a double taxation treaty applies, which provides for a reduced withholding tax rate, you will only withhold and pay the reduced tax amount. Dell will not be responsible to you for any penalties, interest or other charges arising from any act or omission by you in respect of tax compliance.

Prices and Payments. 14.1 The order confirmation specifies the price to be paid by you for building, supplying, and delivering the relevant Dell OfferingProducts, and any charges for additional services. The price and any charges exclude VAT, any applicable levies and other taxes, which shall be paid by you. 14.2 Where agreed between the parties, either in writing signed on behalf of both Parties or by means of standard schemes available to all Resellers and /or Partners or those Resellers and/or Partners by means of country location and through the Program, you may be entitled to rebates or discounts on Dell Offering Product purchases. Discounts will be applied at the point of order but rebates will generally be applied by means of credit note issued to you, for adjustment against future orders. Any marketing development funding agreed between the Parties to be payable by Dell (either in accordance with a standard scheme available to all Resellers and /or Partners and through the Program or otherwise) in respect of Dell Offering Product marketing initiatives, will be payable by Dell only on the basis of a valid invoice issued to Dell in accordance with Section 11.311.3 and will not be payable by means of discount or credit note. 14.3 Unless otherwise agreed in writing by Dell and subject to allocated credit based upon our assessment of your corporate strength, payment terms will be 30 days from date of invoice. Late payment interest charges at 4% above the EURIBOR 3 month rate quoted on the date of invoice will apply to overdue sums. Dell reserves the right to pass your debts to third parties for collection. Dell reserves the right to withhold delivery of future orders in case of late or non-payment of an invoice. 14.4 You have 14 (fourteen) days from date of invoice to raise any queries or disputes, otherwise the invoice will be deemed accurate and due for payment on the 30th day after the date of invoice. Disputed parts of invoices or entirely disputed invoices will not be due for payment until 14 (fourteen) days after the date when the dispute is resolved. Undisputed parts of invoices must be paid as indicated above. 14.5 You shall not be entitled to make any set-offs, deductions, or deferments to the sums due under an invoice, whether or not in respect of any disputes or claims whatsoever (in respect of which section 14.4 will apply). 14.6 We provide you with Resellers and Partners specific pricing and other assistance and support in the Standard PP and Partner PP applications on the portal and this pricing and assistance and support is conditional (unless expressly otherwise agreed in writing) on the relevant Dell Offering Products supplied to you being onward sold supplied directly to a business for their own use rather than being resold again, used by you, being supplied to a private individual for personal use or being supplied to a different end user from the one that you informed us about. Where you Resellers or Partners seek to avail of Dell‟s deal registration process special pricing for particular end user deals, you will ensure that, in each case, the end user is a business customer and has provided you with consent to pass their full company details to Dell for the purposes of the deal registration special pricing application evaluation and in accordance with Appendix 1evaluation. Company data collected by these means will not be used by Dell for any other purposes. 14.7 Deliberately, repeatedly or negligently misrepresenting information in order to gain benefits or access to deal registrationthis specific pricing, assistance and or support may be treated as a material breach of this Agreement. If you mislead us in order to get a lower price than the price to which you are entitled or to get support or assistance to which you are either not entitled or at a price which you are not entitled to obtain that support or assistance, then Dell reserves the right to invoice you for the price discrepancy or the normal cost or price of the provision as Dell reasonably regards as appropriate. Any such invoice will be payable on receipt and, as a valid debt between the partner and Dell, may be subject to late payment interest charges or court collection action. 14.8 You are responsible for all applicable taxes, duties, fees or other charges, including sales or use and/or similar taxes, imposed by any federal, state or local governmental entity on Dell Offerings under this Agreement, except for taxes based on Dell‟s net income, gross revenue, property or employment obligations. You acknowledge that you are responsible for the payment of all taxes and fees assessed or imposed on Dell Services Offerings in any geography in which you or an end user receive the benefit of the Services. You will indemnify Dell on demand from and against any claims, demands, actions, losses, expenses, liabilities, judgments, settlements, damages and costs incurred by Dell or its affiliates arising out of or in connection with any charges, tax liabilities and/or fees under this section 14 which are not paid by you. If Dell is obligated by applicable law or regulation to collect and remit any taxes or fees relating to the Dell Offerings, then Dell will add the appropriate amount to your invoices as a separate line item. 14.9 Dell will provide you with a valid invoice if VAT is chargeable in respect of any amount payable under this Agreement and meets all statutory requirements and conditions necessary to allow you to obtain relief from VAT if a relief procedure is available (“Tax Invoice”). You will, upon receipt of the Tax Invoice, pay to Dell the VAT properly chargeable, in respect of that payment. 14.10 If Dell has incorrectly determined the amount of VAT chargeable to you, then the invoice will be corrected promptly upon notification to Dell. In case of overpayment by you, Dell will repay this amount to you via the issue of a credit note. In case of underpayment, you will pay the outstanding amount to Dell within 15 days upon receipt of a valid Tax Invoice. 14.11 In the event that you are required by law to make a withholding or deduction in respect of the price payable to Dell, You will make relevant payments to Dell net of the required withholding or deduction. You will supply to Dell evidence, to the reasonable satisfaction of Dell that you have accounted to the relevant authority for the sum withheld or deducted and will provide all such assistance, as may be requested by Dell, in recovering the amount of the withholding. In the event that a double taxation treaty applies, which provides for a reduced withholding tax rate, you will only withhold and pay the reduced tax amount. Dell will not be responsible to you for any penalties, interest or other charges arising from any act or omission by you in respect of tax compliance.