3. PRICES AND DELIVERY; CONFIDENTIALITY. Unless otherwise stated, prices are subject to change without notice, including, but not limited to, as a result of fluctuations in any applicable currency exchange rate. No cash discounts or other discounts for prompt payment are offered unless specifically stated on the face of the invoice issued for Products or services sold hereunder ("Services"). Delivery of the Products shall be F.C.A. point of shipment (Incoterms 2010). Buyer will pay or reimburse Seller for all freight. Seller shall not be responsible for storage, transportation, or similar charges incurred at destination. Title and all risks of loss and damages shall pass to Buyer upon delivery of the Products to the carrier. No claim for credit for alleged shipping, quality, freight, or pricing adjustment shall be valid unless presented to Seller in writing within thirty (30) days after receipt of Products or Services. Failure to file such a claim within thirty (30) days shall constitute unqualified acceptance of Products by Buyer. No Product shall be returned to Seller without prior written authorization of Seller. Buyer acknowledges and agrees that the pricing information under this Agreement is confidential and Buyer agrees not to disclose, directly or indirectly, to any third party any portion of the pricing without the prior written consent of Seller. 4. EXPORT RESTRICTIONS; FOREIGN CORRUPT PRACTICES ACT. Buyer acknowledges that the Products are subject to the U.S. Export Administration Regulations, as amended, and other applicable laws and related regulations (collectively, "Regulations"). Buyer hereby gives assurance, with respect to the Products and any U.S. origin technical data provided by Seller, that Buyer shall comply with the Regulations, and Buyer agrees that it shall not sell, transfer or deliver, directly or indirectly, any part or portion of the Products or related documentation supplied by Seller pursuant to this Agreement to any person or organization in violation of such Regulations. Additionally, Buyer acknowledges that Seller does not participate in any activates that would violate the U.S. Foreign Corrupt Practices Act (the "Act") and Buyer agrees that, to the extent the Act applies to it, Buyer shall not violate the Act. Buyer shall indemnify and hold harmless Seller and its affiliates from and against any and all damages, liabilities, penalties, fines, costs and expenses, including attorney's fees, arising out of claims, suits, allegations or changes of Buyer's failure to comply with the provisions of this Paragraph 4. Any failure of Buyer to comply with the requirements of this Paragraph 4 shall be a material breach of this Agreement. 5. TAXES AND OTHER CHARGES. To the extent legally permissible, all present and future excise levies or taxes or any similar charges imposed by any federal, state, foreign or local authority which Seller may be required to pay or collect, upon or with reference to the sale, purchase, transportation, delivery, storage, use or consumption of Products or Services, including taxes upon or measured by the receipts therefrom (except net income and franchise taxes), shall be for the account of Buyer.
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