definiens: shall mean, with respect to any Product, the gross sales price of such Product invoiced byCompany or its Affiliate to customers who are not Affiliates ( or are Affiliates but are the end users of such Product ) less, to theextent actually paid or accrued by Company or its Affiliate ( as applicable ), ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers for nonconforming, damaged, out - dated and returned Product ; ( b ) freightand insurance costs incurred by Company or its Affiliate ( as applicable ) in transporting such Product to such customers;(c ) cash, quantity and trade discounts, rebates and other price reductions for such Product given to such customers under pricereduction programs ; ( d ) sales, use, value - added and other direct taxes incurred on the sale of such Product to such customers;(e ) customs duties, tariffs, surcharges and other governmental charges incurred in exporting or importing such Product to suchcustomers ; and ( f ) an allowance for uncollectible or bad debts determined in accordance with generally accepted accountingprinciples