1. Purchase Orders. We will purchase Supplies under the terms and conditions of the Purchase Terms, provided, however, the specific commitment and obligation to purchase is subject to the issuance by us of a purchase order. We shall have no obligation to purchase any Supplies before such purchase order(s) is issued.

2. Price. The purchase order will show the applicable price(s), which, unless otherwise stated, will be in U.S. currency and will be inclusive of all value added tax, excise tax and other applicable taxes, duties, surcharges and other charges for transportation, packaging and storage. If we provide you with written evidence that we are exempt from certain taxes that would otherwise be applicable to the transaction such taxes shall not be included in the applicable price(s).

3. Price Warranty. You warrant the prices you charge us for the Supplies are not less favorable than those you extend to any customer for like Supplies in equal or lower quantities. We will receive the benefit of (i) all discounts, rebates and incentives you customarily offer to your customers and (ii) your established price for any Supplies on the date of delivery, if lower than provided for in the purchase order. If the purchase order entitles us to a discount, the discount period will begin on the later of the date the invoice is received by us or the date we take delivery of the Supplies.

4. Responsibility. Unless otherwise provided in the Purchase Terms, we shall be the only company responsible for any obligations hereunder, including without limitation, payment obligations.

5. Payment. We will pay you within 30 days of timely delivery, 70% of the applicable price stated in the purchase order. When we accept your Supplies in accordance with Article IV, Section 3, we will pay you the remaining purchase price not paid, less any amount (i) we are invoiced that we reasonably dispute, (ii) that is subject to an exception or setoff under this Article, or (iii) of any claim made by a third party against either us, or you, based upon any alleged failure of you to perform your obligations in accordance with the Purchase Terms. Payment for nonconforming Supplies will not constitute acceptance of them nor will it waive, limit or affect any of our rights.

6. Exceptions to Payment. Notwithstanding our payment obligations under this Article, we shall have no obligation to make any payment to you, of any kind, or for any purpose, including for delivery, while you are in default of the Purchase Terms, or for Supplies we do not accept. If acceptance is revoked pursuant to Article V below, we shall be entitled to recover any payments made to you if the revocation is based upon your failure to provide the Supplies in conformity with the specifications and technical requirements contained and described in the Purchase Terms.

7. Setoff. All amounts due to you from us will be considered net of your indebtedness to us, and our subsidiaries and affiliates. We may deduct such amount(s) from any amount we owe to you, without any other prior notice. Your acceptance of our final payment shall constitute a waiver of all claims by you against us in connection with the Purchase Terms.