or
any amendment to this Agreement between the parties in writing will prevail).
For Purchase Orders that contain a Channel One News product (whether On-Demand
or Simultaneous Playback), the Business Partner shall attach a copy of the
Channel One News InterActiv Subscription Agreement signed by the Customer. If
the signed Channel One News InterActiv Subscription Agreement is not attached
with the Purchase Order, the Purchase Order will be rejected by Promethean.
6.2 Acceptance of Orders. The acceptance of orders for the Products shall be at
the discretion of Promethean and at all times shall be subject to: (i)
availability of the Products; (ii) the Business Partner's full compliance with
the terms and conditions of this Agreement; and (iii) Promethean being satisfied
that the Business Partner is of appropriate financial standing. Nothing in this
Agreement shall require Promethean to give the Business Partner any right of
priority over Promethean's other business partners. Additionally, Promethean
reserves the right to require the Business Partner to purchase some or all
Product through a third party distribution company authorized by Promethean to
sell Product. In such event, Promethean will provide thirty (30) days advanced
written notice to the Business Partner and will work with Business Partner in
good faith to transition to such an arrangement so as not to significantly
affect Business Partner's business with its customers with respect to
Promethean's Products. In such event, the Business Partner will enter into a
separate commercial agreement with that third party distribution company. If the
Product pricing from the third party distribution company is significantly more
than the pricing offered by Promethean, the Business Partner shall have the
right to terminate this Agreement upon thirty (30) days advanced written notice
to Promethean.
6.3 Product Availability. The Business Partner understands and agrees that
Promethean has the right, at any time, to modify or discontinue the production
and/or distribution of any Products and Promethean will provide to
the Business Partner, where practicable, reasonable notice of the same.
6.4 Payment; Credit Terms; Title; and Risk.
(a) Payment. The price for the Products and any associated taxes will be
invoiced in and payable in U.S. dollars. Terms of payment are thirty (30)
calendar days from date of invoice unless otherwise agreed by Promethean in
writing. After thirty (30) days, interest will accrue on unpaid balances at a
rate of 1.5% simple interest per month, and Promethean shall thereafter have the
right to offset any discounts, credits, development funds, or other similar
amounts due/payable to the Business Partner under this Agreement against amounts
due Promethean from time to time. All written statements of balances owing from
the Business Partner to Promethean shall be deemed to be accepted by the
Business Partner unless objected to in writing within thirty (30) days after the
date of confirmed receipt of such statement. Payment to Promethean is not
contingent on Business Partner's receipt of any payments from Customers.
(b) Credit Requirements; Limits; Adjustment. Promethean may, from time to time
and in its discretion, establish and/or adjust