DIRECT RESELLER PRICES AND PAYMENT Sample Clauses

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DIRECT RESELLER PRICES AND PAYMENT. This Section 4 applies to Direct Resellers only.

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• Prices and Payment 2.1 The price for the Goods will be the price as referred to in the Order Confirmation (“Price”) and, unless otherwise agreed in writing, is exclusive of: 2.1.1 Any costs of insurance, carriage and delivery of the Goods; 2.1.2 Taxes (including VAT), import duties or levies (as applicable).

• Prices and Payments 1. The price listed by the Contractor or otherwise the price commonly charged by the Contractor for the respective service is decisive, plus statutory value-added tax insofar as such is applicable. In case of transnational services, any possibly applicable taxes, fees, customs fees, and other charges (of any kind) incurred for the transnational service shall be borne by the Principal. 2. If, within the scope of contracts for the performance of a continuing obligation and long-term contracts, the Contractor's prime costs increase and such increase is not within the Contractor's own scope of responsibility, the Contractor is authorized to an appropriate price increase commensurate with the increase of its prime costs; if the Principal does not consent to such price increase it is authorized to terminate the Agreement within four weeks after receipt of such notification of a price increase; otherwise, the increase is deemed to be mutually agreed upon. A right to a price increase pursuant to this provision does not exist if the Principal is a Consumer. 3. The Principal shall pay the remuneration owed without any cash discounts, free of charge to the Contractor, and within two weeks after receipt of the invoice, to the bank account stated by the Contractor. Credit entry at the Contractor's account is decisive for the timeliness of the payment. The Contractor reserves the right to request appropriate installment payments and appropriate advance payments. 4. If the Agreement is based on a cost estimate, and if it turns out that the costs will be significantly higher than the amount estimated vis-a-vis the Principal, then the Contractor will inform the Principal of such in writing. In this case the Principal is authorized to terminate the Agreement in writing, within two weeks after receipt of such notification. In the event of a termination, the Contractor is authorized to request partial remuneration commensurate with the services already provided. Furthermore, the Contractor is authorized to request compensation for any expenses not included in the remuneration but incurred due to the provision of services. 5. If the Principal owes interest and expenses in addition to a possibly existing principal claim, any payment by the Princip al that does not fully redeem the total sum will first be credited against expenses, secondly against interest, and lastly against the principal claim. 6. The Principal is entitled to offset and retention rights only if its counterclaims are legally ascertained, undisputed, or acknowledged in writing by the Contractor. This limitation does not apply to the Principal's claims for defects arising from the same contractual relation as the Contractor's payment claim. If the contract partner is a Consumer, then in contrast to clause 1, such contract partner is on principle entitled to unlimited retention rights for claims arising from the same contractual relation. 7. If, after conclusion of the Agreement, it becomes clear that the Contractor's claims vis-a-vis the Principal are at risk due to the Principal's lack of ability to perform, the Contractor is authorized to perform outstanding services only against advance payment or provision of a security as well as settlement of possibly still outstanding receivables for partial services already provided and arising from the Agreement, and - after unsuccessful expiration of a grace period - is authorized to withdraw from the Agreement; No. 4 clause 3 of this provision applies accordingly. 8. In case of payment default, the Principal owes default interest in the amount of 8 percentage points above the base intere st rate if the Principal is an Entrepreneur; in the amount of 5 percentage points above the base interest rate if the Principal is a Consumer. The Contractor is entitled to assert further claims if it can prove higher damage to the Principal. The Contractor is furthermore entitled to charge a flat rate of € 5.00 per reminder unless the Principal provides evidence that the Contractor did not incur any damage or incurred significantly lower damage.

• Prices and Payment Terms 2.1 Unless otherwise agreed our prices apply to unpackaged and not specially oiled goods, ex works, on the Oberhausen freight basis and inclusive of VAT for domestic deliveries. In the event that between contract and delivery there is a significant change in certain cost factors, such as the costs of wages, raw materials, energy or freight, then the agreed price may be adjusted to encompass the influence of prevailing cost factors. 2.2 Payments are to be made to us without deduction by the 15th of the month following the delivery ex works. 2.3 If the credit period is exceeded, interest will be charged at the rate the bank charges for current account overdrafts, but at least 9 percent above the base- lending rate of the European Central Bank and an additional lump sum of EUR 40. 2.4 The purchaser has the right of set-off in respect of undisputed or previously adjudicated claims. He may only exercise rights of retention insofar as these relate to the same contract and are undisputed and/or judicially resolved. 2.5 In the event of circumstances arising after the conclusion of the contract such as to jeopardise significantly our claim to payment, i.e. the insolvency of the purchaser, we are entitled irrespective of the term of any Bill of Exchange to call for payment. In the event of arrears of payment such as to jeopardise our claims we are entitled to recover the goods, if necessary entering on the premises of the purchaser to remove them. We may furthermore prohibit the further processing of the goods supplied. These provisions do not apply if the purchaser is not responsible for the delay of payment. Taking back the goods does not represent a withdrawal from the contract. In either case we may revoke authorization to collect payment on resale pursuant to Clause 8.7 below and request payment in advance for orders still outstanding. All these legal consequences can be adverted by the purchaser providing security for payment in a sum corresponding to our outstanding claims. At the same time we are entitled in the event of a significant deterioration of the financial circumstances to execute outstanding orders only against pre-payment and/or on the expiry of a suitable period of notice to withdraw from the contract without prejudice to any claim for damages for non-performance. 2.6 We reserve the right to call for security of a type and extent that is customary for our claims whether these be contingent or limited as to time. 2.7 The legal consequences of default in payment remain unaffected. 2.8 We are entitled to settle obligations of any subsidiary company within our company group towards their purchaser, applying our own requirements at any time. In this case the commitment to pay no longer applies to our subsidiary and the debt is cancelled to the amount of the obligation which the purchaser is given notice thereof. We are prepared to notify about the group of subsidiaries at the buyer’s request. The above-mentioned authority to settle applies, furthermore, to requirements and obligations, which are not yet due, granting a rate of interest to the amount of the usual bank interest rates. There is no opposition to different forms of payment with settlements of this kind: (e.g., cash on the hand, B/E on the other.) Our authority to settle is cancelled 10 days before a possible suspension of payments or an application for insolvency against the assets of the buyer, in the event of the application for insolvency leading to the opening of bankruptcy proceedings. 2.9 In the event of job processing being undertaken, our prices will be as fixed on the basis of industry standard for basic materials and presuming customary fabrication coil weights and coil make-up. In the event of any variation therefrom we reserve the right to charge any additional cost to the purchaser. complaints of defects in the event of job processing can only refer to work carried out by us.

• Invoices and Payment 16.1 Transnet shall pay the Supplier/Service Provider the amounts stipulated in each Purchase Order/Work Order, subject to the terms and conditions of this Agreement. 16.2 Transnet shall pay such amounts to the Supplier/Service Provider upon receipt of a valid and undisputed Tax Invoice together with the supporting documentation, as specified in the Schedule of Requirements appended hereto, once the valid and undisputed Tax Invoices or such portions of the Tax Invoices which are valid and undisputed become due and payable to the Supplier/Service Provider for the delivery of the Goods/Services ordered, in terms of clause 16.5 below. 16.3 Transnet may, pending an investigation, withhold any payments to the Supplier/Service Provider, in the case where irregular expenditure has been identified in the particular contract and that there is reasonable suspicion that the Supplier/Service Provider is involved or was aware that the contract transgressed any legislation. 16.4 All Prices set out in this Agreement and the Schedule of Requirements hereto are to be indicated inclusive and exclusive of VAT, which will be payable at the applicable rate in ZAR. 16.5 Unless otherwise provided for in the Schedule of Requirements appended to this Agreement, Tax Invoices shall be submitted together with a month-end statement. Payment against such month-end statement shall be made by Transnet within 30 [thirty] calendar days after date of receipt by Transnet of the Supplier’s/Service Provider’s statement together with the relevant valid and undisputed Tax Invoice(s) and supporting documentation. 16.6 Where the payment of any Tax Invoice, or any part of a Tax Invoice which is not in dispute, is not made in accordance with this clause, the Supplier/Service Provider shall be entitled to charge interest on the outstanding amount, at The Standard Bank of South Africa’s prime rate of interest in force, for the period from the due date of payment until the outstanding amount is paid. 16.7 The Supplier/Service Provider shall remain the owner of all plant, material, machinery, equipment and the like [collectively, the Supplier’s Goods] provided to Transnet until Transnet has paid in full for the Supplier’s Goods, it being specifically agreed that Transnet shall acquire no rights [including liens] of whatsoever nature in such Supplier’s Goods until date of final payment by Transnet. Subject to the aforegoing, all risk and benefit to the Supplier’s Goods shall pass from the Supplier to Transnet on delivery of the Supplier’s Goods by the Supplier to Transnet.

• Rates and Payment Process Subject to the SAA, the Project Funding for the provision of the Services shall be as specified in Appendix A to this PFA.

• Invoices and Payments 7.1 The CONTRACTOR shall maintain Xxxxxx Care Funding and Rates Bureau (FCFRB) ISFC FFA rates. A copy of the current rate letter shall be included as Exhibit A-15 in this Contract. COUNTY shall pay CONTRACTOR for each Placed Child the monthly Intensive Services Xxxxxx Care Xxxxxx Family Agency Program Rates established by the California Department of Social Services, Xxxxxx Care Funding and Rates Bureau. 7.2 CONTRACTOR shall complete and submit vouchers in arrears, for Services rendered in the previous month. All vouchers shall be received within five (5) Days of the last day of the previous month. COUNTY requires CONTRACTOR to provide a voucher as a condition of payment pursuant to MPP 45-303.1 through 45-303.5. Failure to provide the voucher by the deadline set forth in the voucher statement, along with any information required, may result in delay of payment no later than fifteen (15) Days after the voucher information is submitted to COUNTY by CONTRACTOR. Failure to provide the required information may result in COUNTY not making payment. Vouchers for DCFS shall be sent to: County of Los Angeles Department of Children and Family Services Attention: Revenue Enhancement Division Vendor Voucher Validation Unit P.O. Box 368 Glendora, CA 91740-0368 7.3 Placements lasting less than a full month shall be prorated. Payment shall commence the day the child is placed with CONTRACTOR and terminate the day before the Placed Child is removed. When CONTRACTOR agrees to hold a bed open for a Placed Child, CONTRACTOR shall document the CSW’s agreement to pay for the open bed in the Placed Child's record and shall request an email confirmation from the County Worker. COUNTY will not pay for an open bed for a period in excess of seven (7) Days. Should CONTRACTOR, after having a Placed Child admitted to a psychiatric or medical hospital, unilaterally decide not to take the Placed Child back, all xxxxxx payments made to CONTRACTOR to keep the space available for that Placed Child shall be returned immediately to COUNTY by CONTRACTOR, unless otherwise agreed to by COUNTY and CONTRACTOR in writing. 7.4 COUNTY shall mail to CONTRACTOR the amount due by the 15th of the month following the month Services were provided, except retroactive, partial, and supplemental payments to CONTRACTOR, which shall be paid through the supplemental payment system. COUNTY has the right to delay payment or not make payment, per MPP 45-303.2 through 45.303.5, inclusive, and condition CONTRACTOR’S payments on timely return of a voucher and the provision of requested information, by a date certain. Requested information can include, but not be limited to, reports that the child received care for the full month, date the child left placement, reason the child left placement and/or the number of days in the month the provider cared for the child. Delay in providing this information as set forth in Part I, Section 7.3, may result in delay of payment, not to exceed fifteen (15) Days from the date after the information is submitted to COUNTY, including relevant verifications, upon COUNTY request. The failure to provide required confirmation may result in COUNTY not making payment. Questions regarding payment should be directed to the Xxxxxx Care Hotline at (000) 000-0000. 7.5 CONTRACTOR shall notify COUNTY, within thirty (30) Days of the receipt of any payment that is incorrect. Notification must be made by completing the Payment Resolution Notification Form (COV 71) (Exhibit G) and emailing it to xxx00@xxxx.xxxxxxxx.xxx. Interest charges may be assessed from the 30th Day following identification and written confirmation by the COUNTY of the incorrect payment, at a rate equal to COUNTY's current Pool Rate, as determined by COUNTY's Auditor-Controller, per day on the delinquent amount due. Interest charges shall be paid by CONTRACTOR upon demand. Interest charges pertaining to notification of incorrect specified payments, which are defined as Overpayments will be governed by MPP 45- 305.3.33 and 45-306 inclusive. Interest on defined Overpayments shall be collected and interest assessed as set forth in MPP 45-305.3.34 and MPP 11-402.66 inclusive, and any other related State regulations pertaining to the application of interest for Overpayments. (Business Information Systems Division (BIS) is currently in the process of modifying The Xxxxxx Care Search System (FCSS) to allow Xxxxxx Care Services Contractors and non-contracted Xxxxxx Care Providers (FFA, STRTP, and ISFC-FFA) to submit their Xxxxxx Care payment discrepancies online). 7.6 COUNTY will resolve payment discrepancies within thirty (30) Days of receipt of the Payment Resolution Notification Form. COUNTY will provide CONTRACTOR with written notice of payment resolutions. CONTRACTOR will be required to repay any excess funds. COUNTY shall make every effort to pay CONTRACTOR any underpayment within thirty (30) Days of written notice of payment resolution to CONTRACTOR. 7.7 If COUNTY identifies an Overpayment, governed by MPP 45-304 through 45-306 and 11-404, inclusive, COUNTY will comply with MPP 45-304.1.122 and 126. COUNTY will provide CONTRACTOR with State Form Notice of Action 1261 as required by MPP 45-305.1 and a voluntary repayment agreement for the overpaid amount identified by CONTRACTOR. The repayment agreement will be in compliance with MPP 45-305.2.231 (a) – (d). 7.8 In addition to the requirements in Exhibit A, Statement of Work, Part D, Service Task To Achieve Performance Outcome Goals, Section 4.0 Discharge Planning, Sub-section 4.6 Prior to discharging a placed ISFC Child/Youth/NMD. CONTRACTOR shall notify DCFS Xxxxxx Care Hotline at (000) 000-0000 or Probation Placement Administrative Services’ (PAS) Officer of the Day at (000) 000-0000 within 24 hours whenever a Placed Child is moved from one site/home to another or a child leaves the CONTRACTOR’s program.