system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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handling charges incurred by the Company, so as to compensate the Agent's sales representatives. Therefore, a total of ten (10) percent discount off of the current price list or promotional price times the total monthly units shipped at that price to the Customer will be applied as payment for services from the Agent including, but not limited to, the promotion, sales, and collection of payment from the Customer for Product shipped by the Company. In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals. One (1) percent of this incentive is additional compensation for the Agent, and one (1) percent is for additional compensation of the Agency sales force. In the event the Agent fails to achieve these goals during any given quarter yet is able to achieve the overall annual goals, then the Agent will receive the incentive commission for that quarter at the conclusion of the fiscal year. These goals are outlined in exhibit B. (e) will replace, any unit of Product to the Customer which has outdated (provided the Product is not outdated more than ninety (90) days) with equal Product. 7 -6- 2. PRODUCTS PURCHASE AND SALE. 2.1. Orders. Each order for Products taken by the Agent from the Customer will be subject to acceptance by the Company and will not be binding upon the Company unless and until so accepted. The Company reserves the right, in its sole discretion, to accept or reject, in whole or in part, any Product order. All orders will be shipped to the Customer in minimum quantities of one box (two (2) bags). 2.2. Prices. Prices for the Products will be as set forth on the Price List. The current Price List is attached hereto as Exhibit A. Any deviation from current pricing as indicated by the Company is a violation of this contract. All prices are F.O.B. the Customer's facility and are exclusive of any federal, state or local sales, use, privilege, excise or similar taxes or duties levied upon any party. The Company will give the Agent at least ten (10) days prior written notice of any price change. In the event of a price change, orders will be invoiced at the prices in effect at the time of the Company's receipt of the order. 2.3. Payment Terms. Terms of payment by the Agent to the Company for Products shipped to the Customer will be net thirty (30) days from the date of statement unless the Agent chooses to pay the Company via electronic funds transfer in which case the terms of payment will be net forty-five (45) days. All payments will be made in United States Dollars without set-off or counterclaim, free and clear of (and without deduction for) any taxes, duties, charges, withholdings, restrictions or conditions of any nature imposed or levied by any political, taxing or other authority. 2.4. Taxes. The Customer will bear all taxes and duties which may be levied with respect to the purchase of the Products by the Agent (excluding any taxes on the Company's income therefrom), and the Company will bear all taxes and duties which shall be levied upon any of the Products if incidental to the Company's production of such Product or any component thereof. The Company will supply the Agent with such reasonable and necessary documents as may be required to carry out these provisions. 2.5. Claims. Any claim for shortage in Product delivery must be made within ten (10) business days after the Customer's receipt of shipment. See attachment "C", "General Information", for specific sales, shipping, and return policies. 2.6. Warranty. The Company hereby warrants that all Products sold to the Customer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further 8 -7- warrants that the Products have been manufactured, labeled and packaged, and when in the Company's possession or under its control, have been handled, stored and shipped, in compliance with all applicable federal, state and local laws. The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards. In no event will
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Extract the exact clause related to "Governing Law" from the excerpt above.