Price and Payment.(a) All prices published by Information Security Service are in U.S. dollars and may be changed at any time without notice. Unless otherwise specified in writing, written quotations expire thirty (30) calendar days from the date issued and are subject to change or termination upon notice during this period. Unless otherwise agreed to in writing by Information Security Service, all prices are exclusive of transportation and insurance costs, applicable duty charges, foreign forwarding agent’s fees or fees covering consultant invoices, any documents required by the country of designation, and all taxes including federal, state and local use, sales, property (ad valorem) and similar taxes. Buyer agrees to pay such taxes (except taxes based upon Information Security Service’s net income) unless Buyer has provided Information Security Service with an exemption resale certificate in the appropriate form for the jurisdiction of Buyer’s place of business and any jurisdiction to which any product is to be directly shipped hereunder or unless such sale is otherwise exempt from such taxes. Buyer agrees to indemnify and hold harmless Information Security Service for any liability for such cost, expense or tax, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, such cost, expense and taxes shall appear as separate items on Information Security Service’s invoice.(b) Information Security Service will invoice Buyer no sooner than the date the product is tendered by Information Security Service to the carrier at Information Security Service’s shipping point (the “Delivery Date”). Unless otherwise indicated in writing, all invoices will be due and payable net thirty (30) days from date of invoice. In the event payment is not timely received, a service charge of one and one-half percent (1-1/2%) per month or the maximum rate permitted by law, whichever is less, shall be assessed on overdue payments. Buyer understands and agrees that this service charge is reasonable in light of the anticipated or actual harm, the difficulties of proof of loss, and the inconvenience of otherwise obtaining a remedy arising out of a default in payment. Buyer agrees to pay all costs and expenses incident to the collection of past due amounts including reasonable attorney’s fees.
(c) Information Security Service retains the right to require, at Information Security Service’s option, that sales be entered into on the express condition that Buyer establish in favor of Information Security Service an irrevocable letter of credit confirmed by a federally chartered banking association acceptable to Information Security Service and payable to Information Security Service in United States dollars on presentation of a sight draft, a copy of a commercial invoice, a packing list, and a bill of lading indicating delivery to a carrier of the product for delivery to Buyer or to Buyer’s designee.
(d) For sales to a Buyer having its principal place of business outside the United States of America, Information Security Service reserves the right to bill in either United States dollars or the currency of the country in which the product is shipped. In the event Information Security Service invoices Buyer in a foreign currency, the rate of exchange will be that in effect on the date of invoice.
(e) Shipments, deliveries and performance of work shall at all times be subject to the approval of Information Security Service’s credit department and Information Security Service may at any time decline to make any shipments or deliveries or perform any work except upon receipt of payment or upon Terms and Conditions or security satisfactory to such department. If, in Information Security Service’s judgment, Buyer’s financial condition at any time does not justify continuation of production or shipment on the terms of payment originally specified, Information Security Service may require full or partial payment in advance. If Buyer refuses to accept such change in credit terms, the order may be cancelled without liability arising therefrom to either party, in whole or in part, at Information Security Service’s option. Further, on delinquent accounts, Information Security Service shall not be obligated to continue performance under any agreement with Buyer. Buyer warrants to Information Security Service that, upon each date on which Buyer placed an order with Information Security Service covered by this acknowledgment or agreement, Buyer was financially solvent within the meaning of Section 2702 of the California Uniform Commercial Code.
(f) In the event of (i) Buyer’s bankruptcy or insolvency, (ii) any proceeding is brought or threatened against Buyer or brought by Buyer under any bankruptcy or insolvency laws or their equivalent or (iii) Buyer commences to be wound up or suffers a receiver to be appointed, Information Security Service may cancel any order then outstanding without liability to Information Security Service and Information Security Service shall receive reimbursement from Buyer for costs incurred, including but not limited to attorneys’ fees, lost profit for product so cancelled, and all other costs associated with the cancellation, direct and indirect, including without limitation costs for work in process or custom goods.