3. The seller and the owner have carefully read and verified the provisions of this Schedule 5 and agree that the restrictions set out in this schedule are reasonable and proportionate in light of the terms of this agreement, the nature of the transaction of the seller and its related companies, the sector in which the seller and his related companies market his products and services, and the provisions of this agreement. In addition, the seller and the owner expressly accept that the length, scope and definitions used in the agreement are not in competition, and the other restrictions in Schedule 5 are fair and reasonable. 12.2 Intellectual property rights/violations unscathed. The seller is required to defend, exempt and maintain Ingram before and against all claims, claims, debts or charges (including legal fees and fees) resulting from the alleged infringement of a patent, copyright, trademark rights, trade secrets or other property rights resulting from the manufacture, sale, marketing or use of the product under the terms of this Agreement Under the threat of infringement claims or claims, the seller may, at his own expense and option (i), obtain the right to continue to use part of the product, (ii) replace the injuring product with a non-injurious product of similar power, or (iii) modify the product so as not to infringe it. If the seller does not do so within 90 days of the announcement of such a claim, Ingram may, at Ingram`s choice, return the product to the seller for future purchases or for a cash refund. In accordance with this section 12.2, the Seller is not liable for infringement claims resulting from a modification of products that are not generated by the Seller or by the combination or use of the products with materials not provided by the Seller, if such a violation would have been avoided by the use of the products. This purchase account and assignment agreement and acceptance agreement are entered into on a [STATE] [CORPORATION/LIMITED LIABILITY COMPANY] [CORPORATION/LIMITED LIABILITY COMPANY] and a [STATE] [CORPORATION/LIMITED LIABILITY COMPANY] held by the “owner”). 6.5 Special prices. In the event that the supplier offers special prices, discounts, discounts or incentives (“special prices”) for product sales to a specific Ingram customer or a particular group of customers, a separate sku number and price will be awarded to all products subject to special prices.
Additional Sku numbers are subject to the additional limits and charges listed in Schedule A. Such special pricing is considered a form of marketing incentive to entice the customer to buy the product. Ingram is not required to collect these special prices if the customer returns the product. Please note that in accordance with the VMware reseller or reseller agreement (“Agreement”) between you and VMware, under which you resell various VMware products and services, the list of corresponding products and prices will be changed to exclude VMTN. This amendment comes into effect at the end of the notice period set out in the agreement. 8.2 Extra time/rescission. For a hundred and eighty days (180) days after the expiry or termination of this contract, Ingram may return to the Seller any product mats it has in its inventory or that it may receive from its customers. Any credit or refund due to Ingram for the returned product is equal to the purchase price of the product, plus all transportation costs incurred by Ingram upon return of the product.
In addition, the seller must pay a tax of $2.50 per unit for each unit of product returned by Ingram to the Seller.