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Trade -In Equipment. Such purchase orders shall reference the Agreement by name <br />or number, incorporate and be subject solely to this Agreement's terms and <br />conditions, and any applicable Order hereunder, notwithstanding anything <br />contained in such purchase order at variance with or in addition to this Agreement <br />and any applicable Order. Any purchase order that meets the foregoing <br />requirements shall be considered an Order hereunder. <br />e. Modules Incorporated by Reference. Orders shall incorporate the terms and <br />conditions of respective Modules hereunder as set forth in the chart below: <br />GEN 1.2 Charges and Payment <br />a. Charges. Charges for the particular Services and Products will be as agreed to by <br />the parties and set forth in an Order, and are exclusive of any and all Transaction <br />Taxes. Xerox's then current overtime rates will apply to services requested and <br />performed outside Customer's standard working hours. <br />b. Invoices. <br />i. Payment. If the invoice displays a due date, payment must be received by <br />Xerox on or before the due date. If the invoice does not display a due date, <br />payment must be received by Xerox within thirty (30) days after invoice <br />receipt, which is deemed to occur three (3) days from the invoice date. <br />Customer agrees to pay Xerox all undisputed amounts due under each <br />invoice via P -card, check, Automated Clearing House debit, Electronic <br />Funds Transfer, or direct debit from Customer's bank account. Restrictive <br />covenants on instruments or documents submitted for or with payments <br />will not reduce Customer's obligations. <br />ii. Disputes. If Customer disputes any amount included in an invoice, then (a) <br />Customer must notify Xerox of the dispute in writing, (b) such notice shall <br />include a description of the item(s) Customer is disputing and the reason <br />such item is being disputed; and (c) Customer shall promptly exercise its <br />best efforts to work with Xerox to resolve such dispute and pay undisputed <br />amounts in accordance with subsection (i) above. Regular recurring <br />monthly Charges (such as Lease Minimum Payments for standalone lease <br />transactions and Monthly Minimum Charges for Services transactions), <br />shall not be subject to dispute at any time. <br />FL -University of So. Florida Master Agreement 8 11/24/201175 <br />MASTER AGREEMENT MODULE APPLICABILITY BASED ON NATURE OF SOLUTION BEING OFFERED <br />GEN <br />SVC <br />EQP EL <br />EP <br />SW <br />MS <br />SMA <br />Applies <br />Applies <br />Applies Applies <br />Applies <br />Applies <br />Applies <br />Applies <br />Product On <br />Lease I <br />X <br />X X <br />X <br />X <br />Purchase, with Maintenance Services <br />X <br />X <br />X <br />X <br />X <br />Purchase, without Maintenance Services <br />X <br />X <br />X <br />X <br />Maintenance Services Only <br />X <br />X <br />X <br />Services (Customer/Customer Direct Affiliate) <br />tr <br />cludes Product <br />X <br />X <br />X <br />X <br />X <br />Does Not Include Product <br />X <br />X <br />Services (Customer Indirect Affiliate) <br />X <br />GEN 1.2 Charges and Payment <br />a. Charges. Charges for the particular Services and Products will be as agreed to by <br />the parties and set forth in an Order, and are exclusive of any and all Transaction <br />Taxes. Xerox's then current overtime rates will apply to services requested and <br />performed outside Customer's standard working hours. <br />b. Invoices. <br />i. Payment. If the invoice displays a due date, payment must be received by <br />Xerox on or before the due date. If the invoice does not display a due date, <br />payment must be received by Xerox within thirty (30) days after invoice <br />receipt, which is deemed to occur three (3) days from the invoice date. <br />Customer agrees to pay Xerox all undisputed amounts due under each <br />invoice via P -card, check, Automated Clearing House debit, Electronic <br />Funds Transfer, or direct debit from Customer's bank account. Restrictive <br />covenants on instruments or documents submitted for or with payments <br />will not reduce Customer's obligations. <br />ii. Disputes. If Customer disputes any amount included in an invoice, then (a) <br />Customer must notify Xerox of the dispute in writing, (b) such notice shall <br />include a description of the item(s) Customer is disputing and the reason <br />such item is being disputed; and (c) Customer shall promptly exercise its <br />best efforts to work with Xerox to resolve such dispute and pay undisputed <br />amounts in accordance with subsection (i) above. Regular recurring <br />monthly Charges (such as Lease Minimum Payments for standalone lease <br />transactions and Monthly Minimum Charges for Services transactions), <br />shall not be subject to dispute at any time. <br />FL -University of So. Florida Master Agreement 8 11/24/201175 <br />