Common use of Invoicing and Payment Clause in Contracts

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional TermsStatement of Services (Schedule I). Final invoices must be submitted within 60 days of the end date of the Contract. Contractor recognizes that in many cases Mercy Corps’ donor will not reimburse Mercy Corps for invoices submitted beyond 60 days after the termination of a contract and therefore Mercy Corps will have no obligation to pay any portion of invoices received more than 60 days after the end date of the Contract. Each invoice will include (i) the Contract Number and TO numberNumber; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per ) a pricing calculation based on the Additional Terms, an itemization of the specified increments of time workedpayment terms, (vi), if applicable per the Additional Terms, ) properly reimbursable expenses (if any) incurred along with receipts for such expenses; expenses (if applicable) for all individual expenses exceeding $25 USD, and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ the Authorized Representative pursuant to the Payment TermsTerms (see Schedule I). If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional TermsStatement of Services, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps Corps’ receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services. b. Except as otherwise provided in the Additional TermsStatement of Services, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.or

Invoicing and Payment. a. Contractor (a) On the Effective Date, the Company will submit invoices pay to Mercy Corps Xxxxxxx an amount equal to $1,000,000. Manager will invoice Company on or before the last day of each month for G&A Costs, Out-of-Pocket Expenses or amounts payable under Article III incurred during the immediately prior month and, in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description addition, provide an estimate of the Services performed, current month’s G&A Costs (ivnot to exceed the then-current monthly cap) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably requestOut-of-Pocket Expenses. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice The Company shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms invoiced amounts within 30 15 days after the later of (i) receipt of each such invoice. Any requests for payment in subsequent months will include corrections for any variances between estimated costs and actual costs incurred in prior months and shall reflect payment for or application of previous months’ variances. Notwithstanding the invoice foregoing or (ii) resolution anything else in this Agreement to the contrary, Manager may elect to retain proceeds that it receives on behalf of the items set forth Company to the extent it would otherwise invoice Company for such amounts and in the notice such event it shall show any such retained amounts as a credit on such invoice. Failure by Manager to submit an invoice for any amounts due hereunder shall not relieve Company of disputed chargesits payment obligations under this Agreement when due hereunder. c. Mercy Corps may off-set (b) For the term of the Transition Services Agreement and the Marketing Transition Services Agreement, the Company shall fund into the Company Bank Accounts the Company’s proportionate share of the fees due under the Transition Services Agreement and the Marketing Services Transition Agreement at least three (3) business days before payment under such agreements is due. (c) THE COMPANY MAY, WITHIN 120 DAYS AFTER THE END OF THE CALENDAR YEAR DURING WHICH AN INVOICE WAS RECEIVED FROM MANAGER, TAKE WRITTEN EXCEPTION TO ANY CHARGE, ON THE GROUND THAT THE SAME WAS NOT AN ACTUAL (OR, IF APPLICABLE, REASONABLE) COST, FEE OR EXPENSE INCURRED BY OR DUE TO MANAGER IN CONNECTION WITH THE PROVISION OF SERVICES, OR ON ACCOUNT OF ANY ERROR OR INACCURACY ON ANY INVOICE. THE COMPANY SHALL NEVERTHELESS PAY MANAGER ANY INVOICED OR OTHER AMOUNT IN FULL WHEN DUE OR REQUESTED, OR DEPOSIT SUCH AMOUNTS INTO THE COMPANY BANK ACCOUNTS WHEN SO REQUESTED FOR WITHDRAWAL BY MANAGER. SUCH PAYMENT OR DEPOSIT SHALL NOT BE DEEMED A WAIVER OF THE RIGHT OF THE COMPANY TO RECOUP OR RECEIVE CREDIT FOR ANY CONTESTED PORTION OF ANY AMOUNT SO PAID. IF THE AMOUNT AS TO WHICH SUCH WRITTEN EXCEPTION IS TAKEN, OR ANY PART THEREOF, IS ULTIMATELY DETERMINED NOT TO BE AN ACTUAL (OR, IF APPLICABLE, REASONABLE) COST, FEE OR EXPENSE INCURRED BY OR DUE TO MANAGER, OR IS OTHERWISE AN ERROR OR INACCURACY IN CONNECTION WITH THE PROVISION OF SERVICES, SUCH AMOUNT OR PORTION THEREOF (AS THE CASE MAY BE) SHALL BE CREDITED AGAINST FUTURE AMOUNTS DUE HEREUNDER OR, UPON EXPIRATION OR TERMINATION OF THIS AGREEMENT AFTER ALL SUCH CREDITS HAVE BEEN APPLIED, REFUNDED BY MANAGER TO COMPANY. COMPANY SHALL HAVE NO RIGHT TO DISPUTE ANY PAYMENT, INVOICE OR WITHDRAWAL AFTER SUCH 120 DAY PERIOD, AND SHALL BE DEEMED TO HAVE WAIVED ANY CLAIMS OR RIGHTS WITH RESPECT TO SUCH AMOUNTS TO THE EXTENT NOT DISPUTED WITHIN SUCH PERIOD. (d) Company shall have the right, upon 30 days’ prior notice to Manager, and at reasonable times during usual business hours of Manager or its Affiliates to, no more than twice per year, audit the records of Manager (excluding the Financial Records) for the purposes of this Section 5.10; provided, however, that such audit does not unreasonably interfere with the operations of Manager or its Affiliates. Company shall bear all costs and expenses incurred in connection with any audit. Notwithstanding anything herein to the contrary, Manager shall not be obligated to disclose or make available to the Company any information prohibited by applicable Laws or restricted by contractual obligations of confidentiality. This Section 5.10 shall survive termination or expiration of this Agreement for a period of two years from termination or expiration with respect to periods prior to such termination or expiration. (e) Any amount it owes Contractor against any determined to be owing by one Party to the other Party in connection with a dispute under Section 5.10(d) shall bear interest at the Agreed Rate from the date such amount Contractor owes Mercy Corpsshould have been paid to or retained by the Company until the date such amount is paid by the Party required to make such payment to the other Party.

Invoicing and Payment. a. a) Itemized costs - If expenses are allowed as provided in this Agreement, Subcontractor must also separately itemize these costs and provide copies of actual receipts in order to be reimbursable. b) Payment - Subcontractor shall be paid the prices set forth herein, less deductions, if any, after delivery and acceptance by the Contractor will and upon the submission of proper invoices according to the terms expressly stated in this Subcontract. Failure to submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Termsformat required by this clause will result in withholding of payment. c) Invoice submittal - Subcontractor shall submit invoices within in 30 days. Each Payment for an acceptable invoice shall be mailed to the Subcontractor’s address Net 30 days unless otherwise stated herein. Payment will be made on partial deliveries accepted by the Contractor, according to terms stated this Subcontract. Payment may be withheld if Subcontractor fails to submit any submittals if required by this Subcontract. Invoices shall be sent by the Subcontractor to Electronic Billing, Please include (i) your Company Name and Subcontract Number in the Contract Number subject line and TO number; (ii) Contractor’s name and address; (iii) a description send via e-mail to: xx@xxx-xxx.xxx Any payments made for Articles delivered prior to final acceptance of the Services performedArticles shall not constitute final acceptance of the Articles. THE CONTRACTOR’S SUBCONTRACT NUMBER AS SHOWN ON THE FACE OF THIS SUBCONTRACT MUST APPEAR ON ALL INVOICES. Delays in receiving invoices as well as errors and omissions thereon will be considered just cause for withholding payment without losing discount privileges. As a prerequisite for final payment, (iv) Subcontractor shall submit a “Lien Waiver and Release Upon Final Payment” attached hereto for the dates such Services were performedamount previously received by the Subcontractor and its lower tier subcontractors, (v)vendors or suppliers, if applicable per any, utilized for the Additional Terms, an itemization Work and must be signed by a duly authorized company representative. Final payment shall not be made until the lien waivers have been properly executed by the Subcontractor and all of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses its lower tier subcontractors (if any) incurred along with receipts ). Subcontractor’s failure to obtain the Lien Waiver and Release from all lower tier subcontractors, vendors, and suppliers will constitute a waiver of any kind against Contractor and its sureties resulting from nonpayment to any lower tier subcontractor, vendor, or supplier not disclosed to Contractor. Release and lien waivers must be submitted using the forms attached hereto. No other forms will be accepted. Facsimile or other electronic transmittals of the forms are acceptable, however, the sender is responsible for such expenses; ensuring receipt and (vii) such other information as Mercy Corps may reasonably requestonly legible copies will be accepted. Invoices will only Lien Waiver and Release Forms must be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance submitted with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoicefor final payment. Such notice shall clearly state the specific Services disputed, Lien Waiver and Mercy Corps’ reason Release for disputing Union Labor – Will your firm be utilizing union labor in the performance of the Services. work? YES NO If both parties accept yes, a separate lien waiver/release from the dispute of the fund manager is required for each invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services. b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. . c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps. 6.

Invoicing and Payment. a. Contractor A. Invoices. METALFRIO may invoice parts of an order separately, or may invoice purchases of Products in one invoice. Additional charges will submit apply if you request customized invoicing, consolidated invoicing, or other special billing arrangement or statements. METALFRIO reserves the right to change the method of delivery of all documentation. You agree that all invoices to Mercy Corps will be deemed accurate unless you advise METALFRIO in accordance with writing of a bona fide, material error within fourteen (14) days from the invoicing schedule and invoicing delivery terms set forth in date of such invoice. In the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) event you advise METALFRIO of a description of the Services performedmaterial error, (iva) the dates payment of any amounts corrected or modified by METALFRIO in writing will be due, and you shall pay such Services were performedamounts, within fourteen (v)14) days of such correction, if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (viib) you shall pay all other amounts by the invoice due date. In the event you withhold payment of any invoiced amounts upon an assertion that such other information amounts are erroneous, and METALFRIO subsequently concludes that such invoiced amounts are accurate, then you shall pay a late payment fee as Mercy Corps may reasonably requestdescribed in Section 4.C, from the due date, for such B. Payment. Invoices will only be deemed received are due and payable within the time period noted on your invoice, or if not noted, then within thirty (30) days measured from the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they subject to continuing credit approval by METALFRIO, provided that, such approval may be revoked without notice from METALFRIO. Payment shall agree be made in writing the currency as invoiced by METALFRIO. Payment for Products must be made by credit card, automated clearing-house, wire transfer, electronic funds transfer or some other prearranged payment method, unless credit terms have been agreed to by METALFRIO. You shall make payment to METALFRIO for Products to the steps required of Contractor account indicated by METALFRIO (as may be amended from time to ensure that the performance time). Timely payment is of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesessence. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional TermsStatement of Services (Schedule I). Final invoices must be submitted within 30 days of the end date of the Contract. Contractor recognizes that in many cases Mercy Corps’ donor will not reimburse Mercy Corps for invoices submitted beyond 30 days after the termination of a contract and therefore Mercy Corps will have no obligation to pay any portion of invoices received more than 30 days after the end date of the Contract. Each invoice will include include (i) the Contract Number and TO numberNumber; (ii) Contractor’s name and address; (iii) a description of the Services performed, ; (iv) the dates such Services were performed, ; (v), if applicable per ) a pricing calculation based on the Additional Payment Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (viivi) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ the Authorized Representative pursuant to the Payment TermsTerms (see Schedule I). If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional TermsStatement of Services, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps Corps’ receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services. b. Except as otherwise provided in the Additional TermsStatement of Services, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. 4.1 The Contract Price shall be the full and exclusive remuneration of the Contractor will submit invoices to Mercy Corps in accordance with respect of the invoicing schedule and invoicing delivery terms set forth supply of the Services. 4.2 The Contractor shall invoice ETF as specified in the Additional TermsContract. Each Invoices shall include supporting information required by ETF including the PO number and Services/Deliverables breakdown for the invoice period. 4.3 The invoice submitted by the Contractor must quote the Order number sent by ETF and the Services / Deliverables breakdown for the invoice period. Failing to quote the correct purchase order number may delay payment. 4.3.1 All invoices must have the following declaration (not necessary for limited companies): “I confirm that payment received from ETF in connection with this invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant declared to the Payment Terms. Inland Revenue via my Self-Assessment form.” 4.3.2 If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute Contractor is registered for VAT the invoice must include the VAT registration number. 4.4 Subject to satisfactory performance by sending the Contractor notice of such dispute its obligations under the Contract, payment shall be made within thirty (30) days after Mercy Corps receipt of the invoice. Such notice . 4.5 Where the Contractor enters into a sub-contract with a supplier or contractor for the purposes of performing its obligations under the Contract, it shall clearly state ensure that a provision is included in such a sub-contract which requires payment to be made of all sums due to the specific Services disputed, and Mercy Corps’ reason for disputing Contractor to the performance sub-contractor within a specified period not exceeding 30 days from receipt of a valid invoice. 4.6 If there is a dispute between the Services. If both parties accept the dispute of the invoice, they shall agree in writing Parties as to the steps required of amount invoiced, ETF shall pay the undisputed amount. The Contractor shall not suspend the Services unless it is entitled to ensure that terminate the performance of the disputed Services is subsequently completed Contract in accordance with clause 14.1. Disputed amounts shall be resolved through the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided dispute resolution procedure in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesclause 16. c. Mercy Corps 4.7 If any sum of money is recoverable from the Contractor under the Contract, that sum may off-set be deducted unilaterally by ETF from any sum then due, or which may come due, to the Contractor under the Contract. 4.8 If ETF fails to pay any amount payable by it owes under this Contract without an explanation upon demand, the Contractor against shall be entitled but not obliged to charge the ETF interest on the overdue amount from the due date up to the date of actual payment at the rate of two per cent per annun above the current base rate at the Bank of England. This remedy is the Contractors’ sole remedy and is in substitution for any amount Contractor owes Mercy Corpsstatutory rights under the Late Payment Commercial Debts (Interest) Xxx 0000.

Invoicing and Payment. a. Contractor will submit The Participant agrees and undertakes to fulfill its financial obligations towards EXIST as per PUE. b. EXIST issues the invoice within the periods prescribed in PUE, following the date on which the settlement notifications that form the basis for the invoice are published. The Participant follows the invoices to Mercy Corps in accordance with issued on its account through the invoicing schedule and invoicing delivery terms set forth in STP. The Parties pay the Additional Terms. Each invoice will include (i) debts specified on the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable invoices issued as per the Additional Terms, an itemization of relevant legislation within the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed timeframes described in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesPUE. c. Mercy Corps The Participant issues the invoice within seven days following the date on which the settlement notifications that form the basis for the invoice are announced by EXIST through the STP, and notifies them by the end of the month in which the notifications were made. d. If the amount of the securities of the defaulting Participant is not sufficient to offset the debts arising from the invoices, the difference is reflected on other participants and/or the transmission company under the Uncollectible Receivables item as per PUE. If the receivables reflected on other participants and/or the transmission company are collected at a later date; the entire amount collected, minus any expenses, is reflected on the relevant participants and/or transmission company on the same pro rata basis. e. In regards to the services rendered by EXIST, the Participant is charged a Market Operation Fee, Imbalance Settlement Operation Fee and Market Participation Fee as per the relevant legislation. f. EXIST has the rights of lien, retention, compensation, set-off on the Participant's receivables due from EXIST. g. The assets in the default security account created with the securities retained by EXIST and the Central Settlement Institution with respect to the markets operated by EXIST or whose financial settlement and other financial procedures are carried out by EXIST; may off-set any amount not be used other than for their intended purpose, retained, pledged, included in the bankrupt's estate, subjected to interim injunction or affected by liquidation decisions made by the administrative authority. The Participant agrees, represents and undertakes that "in case of bankruptcy, composition of debts etc.", it owes Contractor against any amount Contractor owes Mercy Corpsmay not impose injunctions on the securities it has provided for its transactions in the Natural Gas Market. Otherwise, these securities which will become void, will not be taken into consideration when calculating the Participant's securities.

Invoicing and Payment. a. a) Itemized costs - If expenses are allowed as provided in this Agreement, Subcontractor must also separately itemize these costs and provide copies of actual receipts in order to be reimbursable. b) Payment - Subcontractor shall be paid the prices set forth herein, less deductions, if any, after delivery and acceptance by the Contractor will and upon the submission of proper invoices according to the terms expressly stated in this Subcontract. Failure to submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Termsformat required by this clause will result in withholding of payment. c) Invoice submittal - Subcontractor shall submit invoices within in 30 days. Each Payment for an acceptable invoice shall be mailed to the Subcontractor’s address Net 30 days unless otherwise stated herein. Payment will be made on partial deliveries accepted by the Contractor, according to terms stated this Subcontract. Payment may be withheld if Subcontractor fails to submit any submittals if required by this Subcontract. Invoices shall be sent by the Subcontractor to Electronic Billing. Please include (i) your Company Name and Subcontract Number in the Contract Number subject line and TO number; (ii) Contractor’s name and address; (iii) a description send via e-mail to: const- xxxxxxxxxx@xxx-xxx.xxx. Any payments made for Articles delivered prior to final acceptance of the Services performedArticles shall not constitute final acceptance of the Articles. THE CONTRACTOR’S SUBCONTRACT NUMBER AS SHOWN ON THE FACE OF THIS SUBCONTRACT MUST APPEAR ON ALL INVOICES. Delays in receiving invoices as well as errors and omissions thereon will be considered just cause for withholding payment without losing discount privileges. As a prerequisite for any payment, (iv) Subcontractor shall submit a “Lien Waiver and Release” attached hereto for the dates such Services were performedamount invoiced by the Subcontractor and its lower tier subcontractors, (v)vendors or suppliers, if applicable per any, utilized for the Additional Terms, an itemization Work and must be signed by a duly authorized company representative. Payments shall not be made until the lien waivers have been properly executed by the Subcontractor and all of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses its lower tier subcontractors (if any) incurred along with receipts ). Subcontractor’s failure to obtain the Lien Waiver and Releases from all lower tier subcontractors, vendors, and suppliers will constitute a waiver of any kind against Contractor and its sureties resulting from nonpayment to any lower tier subcontractor, vendor, or supplier not disclosed to Contractor. Release and lien waivers must be submitted using the forms attached hereto. No other forms will be accepted. Facsimile or other electronic transmittals of the forms are acceptable; however, the sender is responsible for such expenses; ensuring receipt and (vii) such other information as Mercy Corps may reasonably requestonly legible copies will be accepted. Invoices will only Lien Waiver and Release Forms must be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance submitted with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargespayment. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative 11.1 Payment by KABINET EVENTS pursuant to the Payment TermsContract only takes place if the Contractor complied fully with its obligations pursuant to the Contract, the latter at the discretion of KABINET EVENTS. If Mercy Corps determines that Services that are As the subject of occasion arises the Contractor must send, barring a different written arrangement, an invoice have not been performed for the stipulated amount to the address specified by KABINET EVENTS and for the attention of the contact person designated by KABINET EVENTS. Unless the parties stipulate otherwise in accordance with the Additional Termswriting, Mercy Corps may dispute upon payment of the invoice by sending Contractor notice KABINET EVENTS applies a payment term of such dispute 60 days after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance The invoice of the Services. If both parties accept the dispute Contractor must always include a description of the invoice, they shall agree in writing Contract and the relevant event to which the invoice is related as well as the project number indicated by KABINET EVENTS and the project name indicated by KABINET EVENTS. 11.2 If the Contractor did not comply with the obligations pursuant to the steps required of Contract in a timely manner or not completely or not in the stipulated manner then the Contractor shall, after KABINET EVENTS has pointed the Contractor to ensure this, without a further notice of default, be in default and the Contractor shall be liable to pay the statutory interest rate on the stipulated amount in respect of the time that the performance default continues. As the occasion arises, KABINET EVENTS shall (be able to) take judicial steps in order to accomplish compliance with the Contract in the course of which any and all judicial and extrajudicial costs incurred by KABINET EVENTS in connection therewith shall be at the expense of the disputed Services Contractor. 11.3 KABINET EVENTS is subsequently completed entitled to suspend the payment (either in accordance whole or in part) if it observes a failure to comply with one of the Additional Terms, and obligations by the time required Contractor. KABINET EVENTS is always entitled to deduct and/or settle outstanding invoices of the Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice from and/or with claims of KABINET EVENTS (or adjusted invoice if its related undertakings) vis-à-vis the subject Contractor and/or undertakings related to the Contractor. 11.4 If KABINET EVENTS does not provide for payment in a timely manner then it shall only be liable to pay the statutory commercial interest rate after a written notice of dispute) in accordance with default. Any collection costs will be borne by the Payment Terms within 30 days after Contractor until such time as the later of (i) receipt of the invoice or (ii) resolution of the items reasonable payment term set forth in the notice of disputed chargesdefault has expired and KABINET EVENTS is still in default. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit (a) Except as specifically addressed herein, pricing for Installation Services and for Medical Staff, Equipment and Supplies shall be on a Firm Fixed Price (“FFP”) basis as set forth on Exhibit A, attached. (b) Upon execution of this Agreement, SLS shall be entitled to invoice Mobilization costs in the amount of $712,500.00 as set forth on Exhibit A (“Advance Payment”). The initial invoice shall be payable by TXDEM upon receipt of a properly prepared and submitted invoice within ten (10) days after receipt. (c) Subsequent invoices to Mercy Corps for the remaining FFP (and for Additional Cost items) shall be issued by SLS monthly during the Term of this Agreement and shall be payable by TXDEM on a Net 30-day basis upon receipt of a properly prepared and submitted invoice in accordance conformance with the invoicing schedule Texas Prompt Payment law. The first of these subsequent invoices shall credit TXDEM the Advance Payment in full. (d) All payments shall be made by electronic direct deposit. SLS is required to complete and invoicing delivery terms set forth in submit to TXDEM a Vendor Direct Deposit Authorization form prior to the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably first payment request. Invoices will only The form can be deemed received on accessed at: xxxxx://xxx.xxxxx.xxx/business/budgets-and-accounting/accounting/general/. (e) SLS acknowledges that TXDEM may submit its costs incurred in connection with EPCC and the date they are delivered to Mercy Corps’ Authorized Representative pursuant services provided herein to the Payment Terms. If Mercy Corps determines that Services that are Federal Emergency Management Agency (“FEMA”) for reimbursement. (f) Invoices for cost-reimbursable items shall describe the subject of an invoice have not been performed in accordance with the Additional Termstype, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputedamount, and Mercy Corps’ reason cost of each such item of Additional Cost for disputing which reimbursement is sought. Invoices should include supporting documentation for the performance of the Services. If both parties accept the dispute of the amounts shown on each such invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps (a) The Purchaser must pay the Seller for the Works provided in accordance with the invoicing schedule rates and invoicing delivery terms charges set forth out in the Additional Terms. Each invoice will include (i) Contract, such rates and fees to remain fixed for the term of the Contract Number unless otherwise stated in the Contract or agreed between the parties. (b) These prices shall include all costs incurred by the Seller in relation to the Goods, including without limitation the cost of manufacture, testing, certification, packaging, handling, storage, transport and TO number; (ii) Contractor’s name and address; (iii) a description all costs incurred in the course of carrying out the requirements of the Services performed, Contract. (ivc) The Seller must deliver to the dates such Services were performed, (v), if applicable per Purchaser an invoice covering the Additional Terms, an itemization of Works provided during the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably requestprevious calendar month. Invoices will only shall be deemed received on submitted in the date they are delivered to Mercy Corps’ Authorized Representative pursuant to number and form requested by the Payment Terms. If Mercy Corps determines that Services that are Purchaser, accompanied by such certification and documentation as the subject Purchaser may require, including provision of purchase order number details. (d) The Purchaser must, unless a dispute is raised under clause 23 in respect of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute prior to payment of the invoice, they shall agree in writing as to pay the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after of end of month. (e) If the later of (i) receipt Purchaser disputes any invoice in whole or in part, the Purchaser must as soon as reasonably practicable thereafter notify the Seller of the dispute. The Purchaser will not pay a disputed invoice (whether in whole or in part) until the dispute is resolved. (f) The Purchaser may set-off against payments due to the Seller any amount claimed by the Purchaser (or any of its related bodies corporate) from the Seller. (g) No payment by the Purchaser shall prejudice the Purchaser’s right to question or dispute an invoice or (ii) resolution of pursue or recover any claims against the items set forth in the notice of disputed chargesSeller. c. Mercy Corps may off-(h) The Seller must pay any fees, charges, levies and taxes imposed by Authorities in connection with the Goods and the rates and charges set any amount it owes Contractor against any amount Contractor owes Mercy Corpsout in this Contract are deemed to include all such fees, charges, levies and taxes.

Invoicing and Payment. a. Contractor will 2.1. Seller shall be paid the prices set forth herein, less deductions, if any, after delivery and acceptance by the Buyer and upon the submission of proper invoices according to the terms expressly stated in this Purchase Order. Failure to submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Termsformat required by this clause will result in withholding of payment. 2.2. Each invoice Payment may be withheld if Seller fails to submit any submittals if required by this Purchase Order. Any payments made for Articles delivered prior to final acceptance of the Articles shall not constitute final acceptance of the Articles. Delays in receiving invoices as well as errors and omissions thereon will include (ibe considered just cause for withholding payment without losing discount privileges. Sellers invoices shall submit properly prepared invoices to the address shown on the face of the Purchase Order indicating 1) the Contract Number and TO Purchase Order number; (ii, 2) Contractor’s name and address; (iiian itemized listing of items, 3) a description of the Services performed, (iv) the dates such Services were performed, (v)transportation charges, if applicable per the Additional Termsany, an itemization of the specified increments of time workedlisted separately, (vi)4) where applicable, if applicable per the Additional Terms, properly reimbursable expenses (if any) all costs associated with taxes incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only shall be deemed received clearly detailed on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the each invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance listed separately, 5) all copies of the Services. If both parties accept the dispute appropriate bills of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Termslading, and the time required of Contractor freight waybill, when applicable, should be attached to complete the Servicesinvoice. b. Except as otherwise provided in the Additional Terms2.3. TERMS, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms AS SPECIFIED ON THE FIRST PAGE OF THE PURCHASE ORDER: 2.3.1. NET-30 TERMS: Seller shall submit invoices within 30 days after of completion. Payment for an acceptable invoice shall be mailed to the later Seller’s address Net 30 days unless otherwise stated herein. Payment will be made on partial deliveries accepted by the Buyer, according to terms stated in this Purchase Order. 2.3.2. PAID-WHEN-PAID: Buyer shall make payment to the Seller within seven (7) working days of Buyer’s receipt of payment by Client, for whom all work hereunder is being performed. Payments are conditioned on and subject to (ias an express condition precedent) receipt of payment by Buyer from Owner covering the invoice corresponding monthly estimate of Buyer, including the approved portion of Seller’s invoice. Seller specifically waives any claims against Buyer for failure or (ii) resolution of the items set forth delays in the notice of disputed chargespayment by Owner. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will After each delivery is made or service is provided, Seller shall submit invoices an invoice to Mercy Corps the Buyer listing a description of the Goods provided and, as applicable, the relevant Purchase Order Line numbers, part numbers, quantities and total prices. Xxxxxx agrees to accept payment by electronic funds transfer or cheque. Payment shall be made, on average, on the second business day of the second month following Xxxxx’s receipt date of Seller’s invoice. Buyer may withhold payment pending receipt of evidence, in such form and detail as Buyer may direct, of the absence of any liens, encumbrances and claims on the Goods under this Contract. Seller shall promptly repay to Buyer any amounts paid in excess of amounts due to Seller. The prices invoiced under this Contract include, and Seller is liable for and shall pay, all taxes, impositions, charges and exactions imposed on or measured by this Contract, except for applicable sales and use taxes which are separately listed on Seller’s invoice. Prices shall not include any taxes, impositions, charges or exactions for which Buyer has furnished a valid exemption certificate or other evidence of exemption. Seller warrants that the prices charged for the Goods do not exceed the prices charged to any other customer for the same Goods, in the same or similar quantities, under similar circumstances. If Seller delivers Goods in advance of this Contract’s delivery schedules or shipping releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or shipping releases. If payment is made to the Seller, by way of progress or milestone payment, the work paid for by the Buyer belongs to the Buyer upon such payment being made. This transfer of ownership does not constitute acceptance by the Buyer of the Work or any part of the Work and does not relieve the Seller of its obligation to perform the Work in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesContract. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor (a) BRC will, subject to the terms of the Agreement (including, without limitation, clause 8(b), pay the Supplier an amount not exceeding the Price. (b) If the Supplier wishes to claim an amount in excess of the Price, the Supplier must obtain BRC’s prior written approval for any increase in the Price. BRC will submit invoices not be liable to Mercy Corps pay the Supplier more than the Price, unless prior written approval is obtained from BRC for the excess amount. This process must be repeated for any excess amount. (c) The Supplier may only invoice BRC after the delivery of the Goods in accordance with clause 2.2(a) and/or the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance completion of the Services. If both parties accept Invoices must include the dispute contract / order number provided by BRC (if any), the budget number provided by BRC (if any), the name of BRC’s representative who ordered the Goods and/or Services, a detailed description of the Goods supplied and/or Services performed, the Price payable by BRC and any other information reasonably required by BRC. (d) Subject to clause 8(e), BRC will pay the amount of invoices issued by the Supplier under clause 8(c) within 25 days from the date of the invoiced received, except where BRC disputes the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Serviceswhich case: b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt BRC will pay the undisputed part of the invoice or (if any); (ii) if the resolution of the items set forth in dispute determines that BRC is to pay an amount to the notice Supplier, BRC will pay that amount upon resolution of disputed chargesthat dispute. c. Mercy Corps (e) BRC may off-set reduce any payment due to the Supplier under the Agreement by any amount it owes Contractor against any amount Contractor owes Mercy Corpsfor which the Supplier is or may be liable to BRC, including costs, charges, damages and expenses. This does not limit BRC’s right to recover those amounts in other ways.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms Invoicing procedures, including electronic invoicing, shall be as set forth in the Additional TermsRate Confirmation Sheet. Each invoice will include The following invoicing and payment terms and procedures shall apply to all Carrier Services: (ia) the Contract Number Carrier shall present complete and TO number; correct invoices to CMM for Carrier Services within ten (ii10) Contractor’s name and address; (iii) a description days of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization delivery of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably requestentire shipment at destination. Invoices will only be deemed received on presented later than ninety (90) days from the date they are delivered of delivery of the entire shipment, or the date by which the shipment should have delivered, will not be accepted or paid by CMM, and Carrier waives any claim or right to Mercy Corps’ Authorized Representative pursuant payment relative to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have any invoices not been performed submitted in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice this provision. (b) CMM shall remit payment of such dispute after Mercy Corps invoices within thirty (30) days of receipt of the a proper invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason required accompanying paperwork. (c) Carrier waives any lien right(s) it might otherwise acquire by law or otherwise relative to any shipment of product for disputing the performance all sums due and payable to Carrier hereunder, whether for prior or current shipments. (d) Carrier agrees and acknowledges that only CMM, and not any of the Services. If both parties accept the dispute of the invoiceCMM’s Customers, they shall agree in writing as is obligated to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed pay Carrier for any freight charges in accordance with this Agreement. Carrier’s only recourse for the Additional Terms, payment of freight charges hereunder is to CMM and the time required of Contractor not to complete the Services b. any CMM Customer. Except as otherwise provided in the Additional Termsherein, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps Carrier waives any and all claims, including any lien rights, Carrier may off-set any amount it owes Contractor have against any CMM Customer or their consignors or consignees for payment of freight charges. To the extent that any CMM Customer becomes bankrupt or subject to similar creditor remedies under applicable law and at such time the Customer owes charges to CMM, some of which may relate to Carrier Services, then Carrier agrees that CMM shall be obligated to pay Carrier only when and in such amount Contractor owes Mercy Corpsthat CMM receives as payment from the Customer for such Carrier Services, or CMM may, in its sole discretion, assign any claim CMM may have against the Customer to Carrier for Carrier’s own purposes, and in either case, such payment or assignment shall constitute full settlement of any claim Carrier may have against CMM for payment of outstanding invoices otherwise related to Carrier Services for such Customer.

Invoicing and Payment. a. Contractor (a) Promptly after Location Acceptance, Vendor will submit invoices render an invoice in duplicate to Mercy Corps AT&T with respect to the applicable Cell Site. Such invoice for such Cell Site shall be consistent with the AT&T purchase order and detail the Material, Deliverables and Services provided for such Cell Site. The Vendor invoice must specify in detail, if applicable, (i) quantities of each item of Material, Deliverable, and Services, (ii) prices of each item of Material, Deliverable, and Services, (iii) whether the item is taxable and the amount of tax per item, (iv) total amounts for each item, (v) total amount of applicable sales or use taxes, (vi) discounts, if any, (vii) shipping charges, if any, (viii) total amount due, (ix) remit to address, (x) description of Material, Deliverables, and Services, and (xi) special service charges, if any. Each invoice shall specifically reference that the invoice will be paid in accordance with the invoicing schedule and invoicing delivery terms set forth in this Agreement and all payments for amounts due on such invoice for Material, Deliverables, and Services provided under the Additional Terms. Each invoice Build Addendum will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed made in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing Structured Payments Schedule attached as Schedule 3 to the steps required of Contractor to ensure Build Addendum. AT&T will promptly review such invoice and, unless AT&T disputes in good faith the amounts set forth therein, will promptly acknowledge that the performance of the disputed Services Structured Payment set forth therein is subsequently completed due in accordance with the Additional Terms, terms of this Agreement and the time required Build Addendum. In the event that AT&T disputes in good faith any amounts set forth in any such invoice, AT&T shall give written notice of Contractor such disputed amounts to complete Vendor prior to the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt due date of the invoice or (ii) resolution first Structure Payment set forth in such invoice. Vendor will provide a payment request to AT&T on a monthly basis on the first day of each calendar month for the items Structured Payments set forth in the Build Addendum and the Maintenance Fees set forth in the Maintenance Addendum, in each case as provided in the respective addendum. AT&T shall pay Vendor no later than sixty (60) days after receipt of such monthly payment request for Structured Payments. AT&T shall pay, or provide a written notice of any good faith dispute to, Vendor no later than ninety (90) days after receipt of an invoice for Maintenance Fees. Any dispute of an invoice for Maintenance Fees shall be made by AT&T in good faith and shall set forth in writing a detailed description of the disputed chargesamounts and the reason for such dispute. Notwithstanding any good faith dispute, AT&T shall pay all undisputed amounts in full to Vendor no later than the due date for such invoice. Invoices received by AT&T more than one (1) year after the Delivery of Material and Deliverables or the provision of Services are untimely and AT&T has no obligation to pay such invoices. c. Mercy Corps may off-set (b) Vendor shall pay any amount it owes Contractor against due to AT&T or its Affiliates within sixty (60) days after written demand or invoice by AT&T. (c) Vendor agrees to accept standard, commercial methods of payment and evidence of payment obligations, including, but not limited to, credit card payments, purchasing card payments, AT&T’s purchase orders, and electronic fund transfers, in connection with any amount Contractor owes Mercy Corpsamounts owed by AT&T hereunder.

Invoicing and Payment. a. 12.1 In consideration for the Contractor’s compliance with its obligations under this Contract the Council shall pay to the Contractor will submit invoices the Price. 12.2 The Council shall pay all sums properly due and payable to Mercy Corps the Contractor in cleared funds within thirty (30) days of receipt of a valid and undisputed invoice (or as otherwise stated). 12.3 Where the Contractor enters into a Sub-Contract for the purpose of performing its obligations under this Contract, the Contractor shall ensure that a provision is included in such Sub-Contract which requires payment to be made of all sums due by the Contractor to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid and undisputed invoice. 12.4 The Price excludes any amount in respect of VAT and the Council shall, upon receipt of a valid and undisputed VAT invoice, pay such additional amounts in respect of VAT as are chargeable. 12.5 Any invoice submitted by the Contractor shall be considered and verified by the Council in a timely manner. 12.6 The Council may withhold payment against any invoice not submitted in accordance with this Contract and shall immediately notify the invoicing schedule Contractor in writing of its reason for so doing. If the invoice is disputed in part only, the Contractor shall issue a credit note in respect of the original invoice and invoicing delivery terms set forth issue an invoice for the part not in dispute. On receipt of such an invoice the Council shall pay that part of the original invoice which it accepts, while any query concerning a disputed sum is resolved. 12.7 Notwithstanding any other provision of this Contract, if the Contractor notifies the Council that the Contractor has failed to pay a valid and undisputed Sub- Contractor’s invoice within thirty (30) days of receipt, or the Council otherwise discovers the same, the Council shall be entitled to publish the details of the late payment or non-payment (including on government websites and in the Additional Terms. Each press). 12.8 If the Contractor does not submit an invoice will within six (6) months of either the provision of the Services or the delivery of the Goods to which the invoice relates the Council reserves the right to refuse payment. 12.9 Any invoice submitted by the Contractor shall include (i) the Contract Number and TO following as a minimum: 12.9.1 invoice date; 12.9.2 Contractor’s invoice number; (ii) /reference; 12.9.3 delivery address; 12.9.4 Contractor’s name and address; and 12.9.5 VAT number and split of VAT for each VAT rate (iii) a description of the Services performed, (iv) the dates such Services were performed, (vwhere applicable), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. . 12.10 Invoices will only should be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant sent to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, agreed contact point and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (electronic or adjusted invoice if paper format as agreed by the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesCouncil. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Unless otherwise agreed to in writing by the parties hereto, the Contractor will submit invoices to Mercy Corps AMA, to the attention of the Contract Manager, once per month for Services completed. No compensation or reimbursement of expenses shall be paid to the Contractor for performing the Services except as specifically provided for in accordance with this Agreement. AMA shall not be required to make payment for any services performed or expenses incurred by the invoicing schedule and invoicing delivery terms set forth Contractor to remedy errors or omissions for which, in the Additional Termsreasonable opinion of AMA, the Contractor is responsible. Each invoice will include (i) The Contractor shall not be entitled to any compensation for extra work/services performed unless such work/services is previously authorized in writing by AMA. Invoices shall identify the Contract Number Agreement number, the payment, any applicable taxes, the applicable tax registration number, and TO number; (ii) Contractor’s name and address; (iii) a description of the results achieved with respect to the Services performed, (iv) and failure to include the dates such Services were performed, (v), if applicable per aforementioned information may result in the Additional Terms, an itemization of invoices being returned to the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; Contractor and (vii) such other payment being withheld until all information as Mercy Corps may reasonably requestis provided. Invoices will only be deemed received on payable by AMA net thirty (30) days of receipt subject to statutory holdbacks and conditional upon the date they are delivered satisfactory completion of the Services, such completion to Mercy Corps’ Authorized Representative pursuant to be determined in the Payment Termssole discretion of AMA, acting reasonably. If Mercy Corps determines Should AMA determine that the Services that are the subject of an invoice have not been performed completed satisfactorily, in accordance with the Additional Termswhole or in part, Mercy Corps AMA may dispute the invoice withhold any payment otherwise owing by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as AMA to the steps required of Contractor until all such Services have been performed to AMA’s satisfaction. In addition, without limiting any other rights or remedies it may have, AMA shall be entitled to deduct from payment to the Contractor any amounts owing by the Contractor to ensure that AMA from time to time. Should the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor not give written notice to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice AMA within sixty (or adjusted invoice if the subject of dispute60) in accordance with the Payment Terms within 30 days after the later Contractor receives payment of any invoice that it intends to dispute the amount tendered by AMA in payment of such invoice, the Contractor will be deemed to have accepted such payment (itogether with the amount of holdback made from such payment) receipt as full and final payment for the items described in the invoice and will be estopped from denying that it received full payment for the items described in such invoice. The final invoice must be received by AMA within a month of completion of the invoice or (ii) resolution applicable Services failing which the Contractor will lose all of the items set forth in the notice of disputed chargesits rights to recover payment thereto. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices Payment for any and all invoice(s) that may arise as a result of a Contract or Purchase Order issued pursuant to Mercy Corps this Bid Specification shall minimally meet the following conditions to be considered as a valid payment request. If progress payments are applied for, all invoicing and payments shall be as stipulated under the Special Conditions section titled “Progress Payments”. Timely submission of a property certified invoice(s) in strict accordance with the invoicing schedule price(s) and invoicing delivery terms set forth elements as stipulated in the Additional TermsContract document should be submitted per General Conditions, Article 14. Each All invoices shall be based upon and submitted with an approved Schedule of Values. Said Schedule of Values shall also contain a percentage breakdown of the supplies and services completed for which payment is requested in comparison to the total contract. All invoices submitted shall consist of an original and one (1) copy. • clearly referenced the subject Contract or Purchase Order number. • provide a sufficient salient description to identify the goods or services for which payment is requested. • contain date of delivery. • original or legible copy of a signed delivery receipt including both manual signature and printed name of a designated CITY employee or authorized agent; be clearly marked as “partial”, “complete” or “final” invoice. The CITY shall accept partial deliveries. The invoice will include (i) shall contain the BIDDER’s Federal Employer Identification number. The CITY’s terms of payment, unless otherwise stated in the Contract Number or Purchase Order documents, are “Net 30 Days” after acceptance of goods or services and TO number; (ii) Contractor’s name receipt of an acceptable invoice as described herein. Any other items of payment must have been previously approved by the CITY and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received appear on the date they are delivered Contract or Purchase Order document to Mercy Corps’ Authorized Representative pursuant be binding on the CITY. Should the CITY return an invoice for correction, the VENDOR shall resubmit a corrected invoice to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason CITY for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesprocessing. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. a) Itemized costs - As the Prime Contract has been awarded under the Small Business Administration (SBA) 8a Program, the Subcontractor shall include itemized costs for materials as a lump sum amount on each invoice. This requirement cannot be waived. If expenses are allowed as provided in this Agreement, Subcontractor must also separately itemize these costs and provide copies of actual receipts in order to be reimbursable. b) Payment - Subcontractor shall be paid the prices set forth herein, less deductions, if any, after delivery and acceptance by the Contractor will and upon the submission of proper invoices according to the terms expressly stated in this Subcontract. Failure to submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Termsformat required by this clause will result in withholding of payment. c) Invoice submittal - Subcontractor shall submit invoices within in 30 days. Each Payment for an acceptable invoice shall be mailed to the Subcontractor’s address Net 30 days unless otherwise stated herein. Payment will be made on partial deliveries accepted by the Contractor, according to terms stated this Subcontract. Payment may be withheld if Subcontractor fails to submit any submittals if required by this Subcontract. Invoices shall be sent by the Subcontractor to Electronic Billing, Please include (i) your Company Name and Subcontract Number in the Contract Number subject line and TO number; (ii) Contractor’s name and address; (iii) a description send via e-mail to: xx@xxxxxxxxxx.xxx Any payments made for Articles delivered prior to final acceptance of the Services performedArticles shall not constitute final acceptance of the Articles. THE CONTRACTOR’S SUBCONTRACT NUMBER AS SHOWN ON THE FACE OF THIS SUBCONTRACT MUST APPEAR ON ALL INVOICES. Delays in receiving invoices as well as errors and omissions thereon will be considered just cause for withholding payment without losing discount privileges. As a prerequisite for final payment, (iv) Subcontractor shall submit a “Lien Waiver and Release Upon Final Payment” attached hereto for the dates such Services were performedamount previously received by the Subcontractor and its lower tier subcontractors, (v)vendors or suppliers, if applicable per any, utilized for the Additional Terms, an itemization Work and must be signed by a duly authorized company representative. Final payment shall not be made until the lien waivers have been properly executed by the Subcontractor and all of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses its lower tier subcontractors (if any) incurred along with receipts ). Subcontractor’s failure to obtain the Lien Waiver and Release from all lower tier subcontractors, vendors, and suppliers will constitute a waiver of any kind against Contractor and its sureties resulting from nonpayment to any lower tier subcontractor, vendor, or supplier not disclosed to Contractor. Release and lien waivers must be submitted using the forms attached hereto. No other forms will be accepted. Facsimile or other electronic transmittals of the forms are acceptable, however, the sender is responsible for such expenses; ensuring receipt and (vii) such other information as Mercy Corps may reasonably requestonly legible copies will be accepted. Invoices will only Lien Waiver and Release Forms must be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance submitted with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesfinal payment. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. LCOG will pay Contractor, as full and complete compensation, for completion of the Services pursuant to the Contract, and costs assuming all duties, responsibilities, and obligations under the Contract. (1) Contractor shall submit to LCOG’s Accounts Payable complete, properly supported and audit-worthy invoices for the Services performed in the preceding month by not later than the 20th day of each month. Contractor may submit no more than one (1) invoice to LCOG for every thirty (30) calendar days of the Term of Contract. (2) Invoices shall be sent electronically to xxxxxxxx@xxxx.xxx in PDF format. (3) Payment terms are net 31 calendar days following receipt of a correct and audit-worthy invoice by LCOG. A correct and audit-worthy invoice shall include the following: a. Name of service b. Total invoice amount (including itemized amounts charged for labor, materials, fuel, bus lease, lodging, additional amounts as negotiated) c. Total number of labor hours expended and labor billing rates d. Invoice billing period e. Description of the Services performed during the invoice billing period (including completed Deliverables) f. Data that is required for reporting to the National Transit Database (NTD). Data shall include accident, incident, and operations data for the previous month. g. Any other information that LCOG may reasonably require (4) The presentation of invoices by Contractor will submit invoices to Mercy Corps LCOG constitutes an express warranty and representation by Contractor to LCOG that the Services have progressed to the point indicated and that the quality of the Services is in accordance with this Contract. (5) No approval of any invoice, nor any payment, final or otherwise, nor any use or approval of deliverables by LCOG shall itself constitute Acceptance of the Services. (6) LCOG may withhold all or part of any amounts due Contractor to protect LCOG from a loss, including but not limited to, losses caused by the following: a. Failure of Contractor to make proper payments to its subcontractors for Services; b. Failure of Contractor to carry out and/or remedy the Services in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contract; c. Contractor’s name breach of warranties. (7) Contractor shall maintain books and address; records supporting all amounts invoiced to LCOG. Contractor shall preserve such books and records for the duration of this Contract and for three (iii3) a description years thereafter, during which time LCOG and its representatives shall have access to such books and records and shall have the right to make any copies thereof for the purpose of the Services performed, (iv) the dates auditing or verifying invoices or for any other reasonable business purpose. Contractor warrants and represents that all books and records specified above shall be complete and accurate and that LCOG may rely on such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts records and books for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Termsany purposes. If Mercy Corps determines Contractor becomes aware that Services that such records are the subject of an invoice have not been performed inaccurate or incomplete, Contractor will promptly notify LCOG in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargeswriting. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Termsadditional terms. Each invoice will include (i) the Contract Number contract number and TO PO number; (ii) Contractor’s name and address; (iii) a description of the Services services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Termsadditional terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative authorized representative pursuant to the Payment Termspayment terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Termsadditional terms, Mercy Corps may dispute the invoice by sending Contractor contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services services disputed, and Mercy Corps’ reason for disputing the performance of the Servicesservices. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional additional Terms, and the time required of Contractor contractor to complete the Servicesservices b. Except as otherwise provided in the Additional Termsadditional terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms payment terms within 30 calendar days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges. c. Mercy Corps may off-set any amount it owes Contractor the contractor against any amount Contractor the contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor All invoices and/or advance shipping notices for Goods shipped pursuant to this Purchase Order must reference this Purchase Order number, any applicable Purchase Order amendment number, Buyer’s part number, Seller’s part number (if different), quantity of pieces in the shipment, number of cartons or containers, Buyer’s name, Seller’s name, and bill of lading number. Buyer reserves the right to return and withhold payment on account of any invoices or related documents submitted incorrectly and any payment by Buyer of a nonconforming invoice is not an acceptance of any non-conforming element or terms on such invoice. Unless otherwise stated in this Purchase Order, Xxxxxx’s invoices will submit invoices be payable thirty (30) days following Xxxxx’s receipt of the Goods or Seller’s invoice, whichever is later. Any amount paid by Buyer for Goods will not be deemed to Mercy Corps be a waiver of Xxxxx’s right to inspect the Goods, nor will payment be deemed acceptance of Goods. Buyer will be entitled to any discounts allowable by Seller for prompt payment even though Buyer is unable to make payment within the time limits set by Seller where such failure is due to Seller's acts or omissions. Seller’s submission of an invoice constitutes a certification that the quantities and amounts of the delivered Goods contained on the invoice are true and accurate and that the Goods have been delivered in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional Terms. Each invoice will include (i) the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description of the Services performed, (iv) the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant to the Payment Terms. If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional Terms, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesthis Purchase Order. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices A. For services satisfactorily rendered, and upon receipt and approval of the invoices, the STATE shall annually pay to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms COUNTY that amount which is set forth in the Additional Terms. Each invoice will include (i) STATE'S budget for each fiscal year involved as the Contract Number and TO number; (ii) Contractor’s name and address; (iii) a description STATE'S contribution to the support of the Services performedorganization maintained by COUNTY for the prevention and suppression of wildland fires on lands described herein. The total amount payable by STATE to COUNTY for Gray Book-County Budget Detail (Gray Book) shall not exceed the amount specified in Exhibit B, (iv) Section 1. C. during the dates such Services were performed, (v), if applicable per the Additional Terms, an itemization term of the specified increments of time worked, (vi), if applicable per the Additional Terms, properly reimbursable expenses (if any) incurred along with receipts for such expenses; and (vii) such other information as Mercy Corps may reasonably requestthis Agreement. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ Authorized Representative pursuant This amount shall not include payments to the Payment TermsCOUNTY for COUNTY resources used to suppress STATE responsibility fires under conditions set forth in Exhibit A, Paragraph 10. If Mercy Corps determines B. of this Agreement. B. COUNTY shall request payment in an amount not to exceed the sum designated in Paragraph A above in the manner described hereinafter. C. Total Amount of this Agreement shall not exceed $49,955,850.00. D. COUNTY shall prepare and submit “Gray Book” invoices to STATE monthly, quarterly, semi-annually, or annually at COUNTY'S option, in arrears after STATE has certified that Services that are the subject of an invoice such services have not been performed satisfactorily provided in accordance with this Agreement, during the Additional Termsperiod covered by said invoice. The final statement for any fiscal year covered by this Agreement shall be submitted no later than sixty days following the end of that fiscal year. “Gray Book” invoices shall include the Agreement Number. E. Invoice(s) shall be submitted to: F. In the event that the STATE during the term of this Agreement increases salary, Mercy Corps augments staffing, or other expense items, having the effect of increasing such cost, the “Gray Book” may dispute be amended to reflect such increase provided that funds have been appropriated and are available for such purpose. Similarly, in the invoice by sending Contractor notice event that the STATE receives a budget reduction having the effect of decreasing such dispute after Mercy Corps receipt cost, the “Gray Book” may be amended to reflect such decrease. In the event no appropriation is made for the purpose of this Agreement, the obligations of the invoice. Such notice parties to each other under this Agreement shall clearly state the specific Services disputed, cease and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they this Agreement shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, become null and the time required of Contractor to complete the Services b. Except as otherwise provided in the Additional Terms, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed chargesvoid. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.

Invoicing and Payment. a. Contractor will submit invoices to Mercy Corps in accordance with the invoicing schedule and invoicing delivery terms set forth in the Additional TermsStatement of Services (Schedule I). Final invoices must be submitted within 30 days of the end date of the Contract. Contractor recognizes that in many cases Mercy Corps’ donor will not reimburse Mercy Corps for invoices submitted beyond 30 days after the termination of a contract and therefore Mercy Corps will have no obligation to pay any portion of invoices received more than 30 days after the end date of the Contract. Each invoice will include (i) the Contract Number and TO numberNumber; (ii) Contractor’s name and address; (iii) a description of the Services performed, ; (iv) the dates such Services were performed, ; (v), if applicable per ) a pricing calculation based on the Additional Payment Terms, an itemization of the specified increments of time worked, ; (vi), if applicable per the Additional Terms, ) properly reimbursable expenses (if any) incurred along with receipts for such expensesexpenses (if applicable) for all individual expenses exceeding twenty-five US Dollars (US$25); and (vii) such other information as Mercy Corps may reasonably request. Invoices will only be deemed received on the date they are delivered to Mercy Corps’ the Authorized Representative pursuant to the Payment TermsTerms (see Schedule I). If Mercy Corps determines that Services that are the subject of an invoice have not been performed in accordance with the Additional TermsStatement of Services, Mercy Corps may dispute the invoice by sending Contractor notice of such dispute after Mercy Corps Corps’ receipt of the invoice. Such notice shall clearly state the specific Services disputed, and Mercy Corps’ reason for disputing the performance of the Services. If both parties accept the dispute of the invoice, they shall agree in writing as to the steps required of Contractor to ensure that the performance of the disputed Services is subsequently completed in accordance with the Additional Terms, and the time required of Contractor to complete the Services. b. Except as otherwise provided in the Additional TermsStatement of Services, Mercy Corps will pay each invoice (or adjusted invoice if the subject of dispute) in accordance with the Payment Terms within 30 thirty (30) days after the later of (i) receipt of the invoice or (ii) resolution of the items set forth in the notice of disputed charges4. c. Mercy Corps may off-set any amount it owes Contractor against any amount Contractor owes Mercy Corps.