to Altera by Distributor: (i) when Altera releases the
Products to the carrier at Altera's shipping point if Altera ships from Altera
or warehousing facilities located within one country to a destination within the
same country; (ii) when the Products arrive at Distributor's shipping
destination if Altera ships the Products from Altera's facilities in the United
States to a destination in Mexico or Canada; and (iii) when the Products arrive
at a place one mile following the Products' departure from
the territorial
boundaries of the jurisdiction in which the shipping origin is located, in all
cases not covered by (i) or (ii).
Upon passage of title and risk of loss or
damage, Altera advises Distributor to insure Products for the full purchase
price paid by Distributor to Altera.
8.
PRICES
8.1 Altera's Prices. Distributor shall purchase products at Altera's prices as
are in effect at the time the order is received from the Distributor.
8.2 Price Changes: From time to time, Altera may decide to change the prices for
the Products.
(a)
Price decreases: In the event of a price decrease by Altera, Altera will
invoice Distributor at the lower price for all orders placed by Distributor that
have not been delivered as of the effective date of the price decrease.
(b)
Price increases: In the event of a price increase, Altera will announce
to Distributor its intention to raise prices at least thirty (30) days before
the effective date of such a price increase. Distributor shall have the right to
cancel (within ten (10) days of the announcement of a price increase) any orders
for Product for which Altera has announced a price increase.
8.3 Credit for Inventory Invoiced at Higher Price. In the event of a price
decrease, Altera shall issue a credit to Distributor in the amount of the price
decrease for all unsold Products then stocked by the Distributor provided that
Distributor satisfies the terms and conditions specified in subparagraphs 8.4
and 8.5(b) and (c).
8.4 Record Keeping for Price Decrease Credits. As a condition of Altera issuing
Distributor a credit pursuant to subparagraph 8.3, Altera must receive an
inventory report from Distributor no later than thirty (30) days after the
effective date of the price decrease. No credit will be due Distributor if
Distributor fails to furnish such inventory report within the thirty (30) day
period. Altera shall have the right to audit the information provided in this
report against the previous inventory reports and subsequent resale reports.
Altera may conduct such audit in accordance with the provisions of subparagraph
3.7 of this Agreement. Upon verification of Distributor's claim for credit,
Altera shall issue a credit to Distributor's account.
8.5 Procedure for Submitting Claims for Credit.
(a) Distributor must submit its claims for the following types of credits within
sixty (60) days of the following:
(i) Price Discrepancies: the date of any invoice that contains a price
discrepancy; or
(ii) SSD (ship from stock debit): sales out date.
Altera will not honor any claims