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Terms and Conditions of Sale – Products & Services <br />DFS Proprietary and Confidential <br />Rev. February 13, 2020 <br />Page | 2 <br />“Software” means any computer software, Service Applications and Tools and software security devices <br />provided directly or indirectly by Seller under the Contract and the End User License Addendum, whether <br />Software is provided separately or has been incorporated into a Product. <br />“Terms and Conditions of Sale” means these Terms and Conditions of Sale – Products and Services <br />including any relevant addenda pursuant to Article 17, together with any modifications or additional <br />provisions specifically stated in Seller’s final quotation or expressly agreed upon by Seller in writing. <br />“Terms of Use” means the Terms of Use attached to this Agreement. <br />2.Payment <br />2.1 Buyer shall pay Seller for the Products and Services by paying all invoiced amounts in U.S. dollars, <br />without set-off for any payment from Seller not due under this Contract, within 30 days from the invoice <br />date. For each calendar month, or fraction thereof, that payment is late; Buyer shall pay a late payment <br />charge computed at the rate of 1.5% per month on the overdue balance, or the maximum rate permitted <br />by law, whichever is less. <br />3. Taxes and Duties <br />Seller shall be responsible for all corporate taxes measured by net income due to performance of or <br />payment for work under this Contract (“Seller Taxes”). Buyer shall be responsible for all taxes, duties, fees, <br />or other charges of any nature (including, but not limited to, consumption, gross receipts, import, property, <br />sales, stamp, turnover, use, or value-added taxes, and all items of withholding, deficiency, penalty, addition <br />to tax, interest, or assessment related thereto, imposed by any governmental authority on Buyer or Seller <br />or its subcontractors) in relation to the Contract or the performance of or payment for work under the <br />Contract other than Seller Taxes ("Buyer Taxes"). The Contract Price does not include the amount of any <br />Buyer Taxes. If Buyer deducts or withholds Buyer Taxes, Buyer shall pay additional amounts so that Seller <br />receives the full Contract Price without reduction for Buyer Taxes. Buyer shall provide to Seller, within one <br />month of payment, official receipts from the applicable governmental authority for deducted or withheld <br />taxes. <br />4. Deliveries; Title Transfer; Risk of Loss; Storage <br />4.1 For shipments that do not involve export, including shipments from one European Union (“EU”) country <br />to another EU country, Seller shall deliver Products to Buyer FCA Seller’s facility or <br />warehouse (Incoterms 2010). For export shipments, Seller shall deliver Products to Buyer FCA Port <br />of Export (Incoterms 2010). Buyer shall pay all delivery costs and charges or pay Seller’s standard <br />shipping charges plus up to 25%. Partial deliveries are permitted. Seller may deliver Products in <br />advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt <br />receipt by Seller of all information necessary to proceed with the work without interruption. If Products <br />delivered do not correspond in quantity, type or price to those itemized in the shipping invoice or <br />documentation, Buyer shall so notify Seller within ten days after receipt. <br />Category 2: Sensitive Information <br />Terms and Conditions of Sale – Products & Services