definiens: shall mean, with respect to any Product, the gross sales price of such Product invoiced by Company or its Affiliate to cus tomers who are not Affiliates ( or are Affiliates bu t are the end users of such Product ) less, to the extent actu ally paid or accrued by Company or its Affiliate ( a s applicable ), ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers for nonconforming, damaged, out - dated and returned Prod uct ; ( b ) freight and insurance costs incurred by Co mpany or its Affiliate ( as applicable ) in transporting su ch Product to such customers ; ( c ) cash, quantity an d trade discounts, rebates and other price reductions for s uch Product given to such customers under price red uction programs ; ( d ) sales, use, value - added and other dir ect taxes incurred on the sale of such Product to s uch customers ; ( e ) customs duties, tariffs, surcharges and other governmental charges incurred in exportin g or importing such Product to such customers ; ( f ) sales commissions incurred on the sale of such Product t o such customers ; and ( g ) an allowance for uncollectible o r bad debts determined in accordance with generally accepted accounting principles