Fees; Changes; Taxes Clause Samples
The "Fees; Changes; Taxes" clause defines the obligations of the parties regarding payment of fees, the process for modifying those fees, and the responsibility for applicable taxes. Typically, this clause outlines how and when fees are charged, the procedure for notifying and implementing fee changes, and clarifies which party is responsible for paying sales, use, or other taxes related to the agreement. Its core function is to ensure transparency and prevent disputes by clearly allocating financial responsibilities and establishing a process for handling adjustments to costs.
Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement.
(b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements.
(c) The fees may be reviewed periodically by the parties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics.
(d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income.
(e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than [***] from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported on Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 3.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the per...
Fees; Changes; Taxes. (a) The fees for Products will be indicated on the purchase orders issued by Customer and accepted by Flextronics and will be determined according to **** Exhibit 3.
Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 5(the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement.
(b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements.
(c) The fees will be reviewed periodically by the parties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs increase beyond normal variations in pricing. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
(d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income.
Fees; Changes; Taxes. (a) The fees for each Product shall be agreed by the parties and set out in a price book substantially in the form of Schedule 3.5 (each a “Price Book”). Each Price Book must be agreed to in writing by Customer and Flextronics including agreement by means of an e-mail exchange.
(b) Customer is responsible for additional fees and costs due to: (i) changes to the Specifications initiated by Customer as agreed pursuant to Section 2.2(a); (ii) failure of Customer to provide the agreed quantities at the agreed time and quality level of Customer Controlled Materials or Customer Supplied Materials; and (ii) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements.
(c) Unless otherwise agreed by the parties in writing, the Price Book or any agreed amendment or replacement thereof shall remain valid until the end of the Quarter to which such Price Book pertains. The effective date for the initial Price Book shall be May 1, 2007 and shall remain in effect until the end of the first complete Quarter. The effective date for any subsequent Price Book shall be agreed in writing by the parties. The Price Book shall be reviewed and negotiated by the parties, acting reasonably, during the last month of each Quarter, in accordance with the following procedure:
(1) No later than the 9th week of each Quarter, Flextronics shall provide a firm quote, in the form of a new Price Book, for the manufacture of each of the Products which, if accepted, shall be fixed throughout the following Quarter. Such proposed new Price Book may take into account, but is not limited to, changes in exchange rates, market price of fuels, Materials, equipment, labour and other production costs. The proposed new Price Book shall be at least as detailed as the then current Price Book and shall highlight the differences between the current Price Book and proposed new Price Book.
(2) Where possible and subject to confidentiality obligations, Flextronics’s proposed new Price Book shall show available price discounts, rebates and reductions based on forecasted volumes.
(3) The proposed new Price Book provided by Flextronics shall not amend any other provision of this Agreement aside from the amounts of fees contemplated by the then current Price Book.
(4) Flextronics shall provide the information set out in the template attached as Schedule 3.5(4) in respect of any new Price Book (including Materials costs) and such other information as may be reasonably reque...
Fees; Changes; Taxes. (a) The initial fees shall be as identified in the Fee List which is attached hereto as Exhibit 3.4(a) and incorporated herein by reference. If a Fee List is not attached or completed or amended as agreed upon, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement.
(b) The Fee List shall be reviewed at least [***] by the parties. Any changes to the Fee List and timing of changes (including, without limitation, engineering related changes set forth in Section 2.2) shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed [***].
(c) Customer is responsible for additional fees and costs due to: (i) changes to the Specifications, to the projected volumes, minimum run rates, or to any assumptions set forth in Flextronics’s quotation; (ii) a Governmental Change; (iii) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (iv) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements.
(d) All fees are exclusive of (i) Taxes, (ii) amounts related to the export licensing of the Product and payment of brokers fees, duties, tariffs or similar charges, and (iii) NRE Charges, and Customer shall be responsible for all such items.
Fees; Changes; Taxes. (a) The fees will be agreed by the Parties and will be indicated on the purchase orders issued by Enphase and accepted by Supplier. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit C (the "Fee List"). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Enphase and accepted by Supplier in accordance with the terms of this Agreement.
(b) All costs and fees will be evaluated quarterly during the ]QBR. The Parties shall agree to such costs, including but not limited to any BOM costs for a subsequent quarter during the aforementioned review. Any changes and timing of changes shall be agreed by the Parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Supplier, to the satisfaction of Enphase.
(c) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and the Supplier shall be responsible for all such items.
(d) Undisputed invoices will be paid by the Customer within [*] days from the date of receipt by Enphase of the shipment made by the Supplier of Products under a relevant purchase order.
Fees; Changes; Taxes. (a) The fees will be agreed by the Parties and will be indicated on the purchase orders issued by Enphase and accepted by Supplier. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit C (the "Fee List"). Supplier will use commercially reasonable efforts to continuously seek ways to reduce the cost of manufacturing the Products without affecting the Product quality, and will cooperate with Enphase in good faith to implement cost savings. Supplier will extend to Enphase all Product cost decreases achieved by Supplier. Prices stated in the Purchase Order are in U.S. dollars and exclude applicable withholding, excise, value-add, use and similar taxes, fees, charges, duties, and assessments, in each case imposed by any governmental authority on the transactions, shipments, or amounts payable hereunder (except taxes on Supplier’s income which shall be Supplier’s responsibility) (collectively, “Taxes”). Supplier will invoice Enphase for any applicable Taxes, stating the heads of such Taxes separately.
(b) IRA incentive Supplier acknowledges that the tax incentives (“PTC”) including, but not limited to, those available under the Inflation Reduction Act of 2022 (the “IRA”) is a primary motivation for Enphase to engage the Supplier for manufacturing the Products. Enphase and Supplier agrees and intend that Enphase is entitled to [*] related to the production activities contemplated in this agreement. To the extent that Supplier is the party to which such tax incentives are attributable, then, (i) the Parties acknowledge and agree that Enphase shall remain entitled [*], and (ii) Enphase may, at its option, elect for Supplier to pass through to Enphase all (or, if incentive sharing is agreed upon by the parties, the applicable portion to Enphase shall [*] of the PTC claimed by Supplier in a manner reasonably requested by Enphase.
(i) Supplier shall not pursue a tax credit allocation under 26 U.S.C. 48c for investments in the production facility that would impair the value of the PTC Enphase may capture related to the activities contemplated in this agreement. Additionally, Supplier and Enphase recognize that future tax credit provisions and regulations may limit Enphase’s ability to capture PTC for the production activities. As such, should the Supplier wish to pursue such PTC, Supplier must provide Enphase with advanced write notice prior to applying for or claiming any PTC related to the production activities con...
Fees; Changes; Taxes. (a) ▇▇▇▇▇ will set pricing based on manufacturing and materials costs plus agreed-upon ▇▇▇▇ up for general and administrative costs, fixed overhead, variable costs, and labor associated with the unit pricing. The foregoing will be incorporated into a pricing formula that will determine fees at the time of manufacturing. ▇▇▇▇▇ and UAS will review manufacturing overhead costs and labor rates on an annual basis. The fees will be indicated on the purchase orders issued by UAS and accepted by ▇▇▇▇▇.
(b) The fees will be reviewed periodically by the parties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, materials, equipment, labor and other Commercial Systems costs increase beyond normal variations in pricing.
(c) All fees are exclusive of federal state and-local excise, sales, use, VAT, and-similar-transfer taxes, and any duties, and UAS shall be responsible for all such items. This subsection (d) does not apply to taxes on ▇▇▇▇▇’▇ net income.
Fees; Changes; Taxes. (a) The fees will be agreed by the Parties and will be indicated on the purchase orders issued by Enphase and accepted by Supplier. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit C (the "Fee List"). Supplier will use commercially reasonable efforts to continuously seek ways to reduce the cost of manufacturing the Products without affecting the Product quality, and will cooperate with Enphase in good faith to implement cost savings. Supplier will extend to Enphase all Product cost decreases achieved by Supplier. Prices stated in the Purchase Order are in U.S. dollars and exclude applicable withholding, excise, value-add, use and similar taxes, fees, charges, duties, and assessments, in each case imposed by any governmental authority on the transactions, shipments, or amounts payable hereunder (except taxes on Supplier’s income which shall be Supplier’s responsibility) (collectively, “Taxes”). Supplier will invoice Enphase for any applicable Taxes, stating the heads of such Taxes separately.
(b) IRA incentive Supplier acknowledges that the tax incentives (“PTC”) including, but not limited to, those available under the Inflation Reduction Act of 2022 (the “IRA”) is a primary motivation for Enphase to engage the Supplier for manufacturing the Products. Enphase and Supplier agrees and intend that Enphase is entitled to [*] related to the production activities contemplated in this agreement. To the extent that Supplier is the party to which such tax incentives are attributable, then, (i) the Parties acknowledge and agree that Enphase shall remain entitled [*], and (ii) Enphase may, at its option, elect for Supplier to pass through to Enphase all (or, if incentive sharing is agreed upon by the parties, the applicable portion to Enphase shall [*] of the PTC claimed by Supplier in a manner reasonably requested by Enphase.
(i) Supplier shall not pursue a tax credit allocation under 26 U.S.C. 48c for investments in the production facility that would impair the value of the PTC Enphase may capture related to the activities contemplated in this agreement. Additionally, Supplier and Enphase recognize that future tax credit provisions and regulations may limit Enphase’s ability to capture PTC for the production activities. As such, should the Supplier wish to pursue such PTC, Supplier must provide Enphase with advanced write notice prior to applying for or claiming any PTC related to the production activities con...
Fees; Changes; Taxes. (a) The fees will be agreed by the Parties and will be indicated on the purchase orders issued by Enphase and accepted by Supplier. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit C (the "Fee List"). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Enphase and accepted by Supplier in accordance with the terms of this Agreement.
(b) All costs and fees will be evaluated quarterly during the ]QBR. The Parties shall agree to such costs, including but not limited to any BOM costs for a subsequent quarter during the aforementioned review. Any changes and timing of changes shall be agreed by the Parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Supplier, to the satisfaction of Enphase.
(c) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and the Supplier shall be responsible for all such items.
(d) Undisputed invoices will be paid by the Customer within [*] days from the date of receipt by Enphase of the shipment made by the Supplier of Products under a relevant purchase order.