a credit limit for the purchase
of Products by the Business Partner. The Business Partner acknowledges and
agrees that Promethean may periodically review the Business Partner's financial
and credit information as deemed appropriate by Promethean.
Promethean reserves the right to hold all orders if the balance of the Business
Partner's credit account exceeds its established credit limit and/or if
Promethean is aware of any other occurrence or circumstance which it reasonably
believes could have or has had an adverse impact on the Business Partner's
ability to pay its obligations as they come due, and to demand pre-payment on
purchase orders until such time as the Business Partner pays all outstanding
late and over-credit-limit invoices.
In the event that (i) a purchase order exceeds the Business Partner's
established credit limit, (ii) the Business Partner's purchase orders are placed
on hold by Promethean as a result of the Business Partner's inability to tender
payment to Promethean in accordance with the terms of this Agreement, or (iii)
Promethean is aware of any other occurrence or
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Business Partner
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Promethean
LW Revised 2/2011
CONFIDENTIAL
Page 5
EDUCATION BUSINESS PARTNER AGREEMENT
circumstance which it reasonably believes could have or has had an adverse
impact on the Business Partner's ability to pay its obligations as they come
due, then Promethean may, in addition to any other rights it may have under this
Agreement, accept purchase orders directly from the Business Partner's Customers
and, upon payment, offset (A) any amounts received by Promethean in excess of
the sums which would have otherwise be due by the Business Partner for the same
order(s) against (B) any amounts due to Promethean from the Business Partner.
Excess sums (if any) will be distributed to the Business Partner as soon as
practicable. Where Promethean exercises this right, it will be entitled to
charge a handling fee to the Business Partner on account of any costs incurred
by Promethean in satisfying the relevant order.
(c) Taxes. Any tax, fee, levy, assessment, exaction, imposition, or other
similar amount applicable to the sale of Products pursuant to this Agreement,
including import duties, and all other amounts levied or imposed by any foreign,
federal, state, provincial, local, municipal, or other governmental authorities
resulting from sale of Products to Customers ("Levies") shall be the
responsibility of the Business Partner. Tax-exemption certificates of the
Business Partner must be supplied to Promethean for any exemptions from such
items which may be required to release Promethean from the liability for
collection, including, without limitation the resale exemption certificates set
forth in Section 7.5 of this Agreement. Promethean is not responsible for the
collection of such Levies at the time any Products are sold and the Business
Partner shall indemnify and hold Promethean harmless from any taxes or claims,
costs, or any other liability of any nature whatsoever related to taxes
associated with the Business Partners' sale of Products to Customers. Promethean
shall deliver Products free and clear of and will indemnify and hold Business
Partner harmless