(b)
Notwithstanding the foregoing, Distributor shall have the right,
from the date of Master Distributor's receipt of the first purchase order from
Distributor only and carrying forward for one hundred eighty (180) days, to
return for credit to Master Distributor without penalty or restocking charges,
any Eligible Products. Upon request of Distributor, Master Distributor shall
issue a Return Material Authorization Number in writing for the Eligible
Products. Eligible Products shall be returned to Master Distributor and Master
Distributor shall be responsible for freight, insurance, taxes, duties and other
costs of return and reshipment. Master Distributor shall issue a credit memo to
Distributor for the invoice price of the Eligible Products. If requested by
Distributor, a Master Distributor representative shall be available to inspect
returns at Distributor's warehouse within ten (10) business days of request.
(c)
Seller shall promptly notify Master Distributor of the revision,
enhancement or discontinuance of production of any Goods in order for Master
Distributor to notify each Distributor. Within sixty (60) days after the receipt
of such notice by Distributor and no more than sixty (60) days past the actual
date of such revision, enhancement or discontinuance, Distributor may return to
Master Distributor any Goods covered by that notice, freight prepaid. The amount
of such shipment shall not be considered as a portion of that calculated under
the guidelines stated in Section 7.04(a). Within thirty (30) days after receipt
of the shipment, Master Distributor shall issue a credit memo to Distributor for
the invoice price paid by Distributor for such Goods.
(d)
Seller shall allow Master Distributor to return, pursuant to
Sections 7.04(a) through 7.04(c), any Goods that have been opened by any
Distributor or reseller, provided such Goods are complete and in substantially
new condition.
For each Good returned to Master Distributor under this Section 7.04, once
Seller verifies its quantity and quality, subject to Section 5.03, Seller and
Master Distributor shall split the costs associated with such returns evenly.
Section 7.05 Title and Risk of Loss. Title and risk of loss to Goods shipped
under any Purchase Order passes to Master Distributor upon delivery of the Goods
to the Delivery Location. Title will transfer to Master Distributor even if
Seller has not been paid for such Goods, provided that Master Distributor will
not be relieved of its obligation to pay for Goods in accordance with the terms
hereof. Seller will bear all risk of loss or damage regarding Goods until Master
Distributor's receipt of such Goods in accordance with the terms hereof.
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Section 7.06 Price Decreases. The Parties may, from time to time and solely upon
mutual agreement, choose to decrease the list price for the Goods. In the event
of such price decrease, Seller shall promptly grant Master Distributor a
corresponding price decrease and issue a credit memo for an amount equal to
fifty percent (50%) of the amount by which the price was decreased for (a) any
affected Goods ordered or purchased by Master Distributor, which either have not
been shipped or