Common use of Payment and Credit Terms Clause in Contracts

Payment and Credit Terms. To the extent the provisions of this Section 3 conflict with the Master Agreement between the parties, the terms of the Master Agreement shall control. Payment and credit shall be made without discount, deduction, withholding, set-off or counterclaim in United States dollars by wire transfer of immediately available funds on or before the payment due date, as set forth in the Special Provisions, to the bank and account designated by Seller, against presentation to Buyer by Seller of original hard copy of, telecopy or telex invoice together with other documents expressly specified for presentation for payment in the Special Provisions. If the invoice is received after 12:00 p.m. CST, such invoice will be deemed received on the next day. Seller shall have the right to assess finance charges at the rate of the LIBOR rate as reported in “The Wall Street Journal” for any month in which a balance is past due hereunder plus two percentage (2%) points against all past due amounts and all accrued but unpaid finance charges, but not to exceed the maximum finance charges permitted by law. Buyer shall pay all the Seller’s costs (including attorneys’ fees and court costs) of collecting past due payments. When payment due date falls on a Saturday or on a weekday, other than Monday, which is not a banking day in New York then any such payment shall be made on the nearest preceding New York banking day. When the payment due date falls on a Sunday or a Monday which is not a banking day in New York such payment shall be made on the next following banking day. If sufficient credit for this transaction is not approved by Seller’s Credit Department, Buyer shall either prepay the full amount owed to Seller at least one (1) banking day prior to scheduled delivery date or shall secure payment by the issuance of an irrevocable letter of credit which will be opened in a form and substance and at a first-class bank acceptable to Seller. Any and all applicable taxes must be covered in the irrevocable letter of credit unless Buyer provides Seller with certificate(s) evidencing Buyer’s tax-exempt status three (3) days prior to scheduled delivery date. Failure by Buyer to timely make such required prepayment or timely issue the irrevocable letter of credit shall constitute a breach of this Agreement and thereafter Seller shall have the right to cancel this Agreement and/or proceed against Buyer for damages incurred by the Seller due to Buyer’s failure to perform.

Payment and Credit Terms. To Subject to establishment of satisfactory credit, terms are strictly net cash thirty (30) days from date of invoice, payable in U.S. funds. Invoices will be issued as shipments are made. If shipments are delayed by the extent BUYER, payments shall become due on the provisions date when the SELLER is prepared to make shipment. If the work to be performed hereunder is delayed by the BUYER, payments shall be made based on the purchase price and the percentage of this Section 3 conflict completion. Equipment held for the BUYER shall be at the risk and expense of the BUYER. If payments are not made in accordance with these terms and conditions, a service charge will, without prejudice to the Master Agreement between right of SELLER to immediate payment, be added in an amount equal to the parties, lower of 1.5% per month or fraction thereof or the highest legal rate on the unpaid balance. If BUYER fails to fulfill the terms of payment, SELLER may defer further shipments to BUYER at its option. Until the Master Agreement shall control. Payment purchase price and credit shall be made without discountall other sums due pursuant hereto are paid in full, deduction, withholding, set-off or counterclaim in United States dollars by wire transfer of immediately available funds on or before the payment due date, as set forth SELLER retains a security interest in the Special Provisions, materials sold (hereafter sometimes referred to the bank as 'Goods') and account designated by Seller, against presentation in all proceeds of said Goods. BUYER shall execute financing statement(s) on request and authorizes SELLER to Buyer by Seller of original hard copy of, telecopy or telex invoice together with other documents expressly specified for presentation for payment in the Special Provisionsexecute and file same. If the invoice is received after 12:00 p.m. CSTfinancial condition of the BUYER at any time does not, such invoice will in the judgment of the SELLER, justify continuance of the work to be deemed received performed by the SELLER hereunder on the next dayterms of payment agreed upon, the SELLER may require full or partial payment in advance or shall be entitled to cancel any order then outstanding and shall receive reimbursement of its reasonable and proper cancellation charges. Seller shall have In the right to assess finance charges at the rate event of bankruptcy or insolvency of the LIBOR rate as reported BUYER or in “The Wall Street Journal” for the event any month in which a balance proceeding is past due hereunder plus two percentage (2%) points brought against all past due amounts and all accrued but unpaid finance chargesthe BUYER, but not to exceed voluntarily or involuntarily, under the maximum finance charges permitted by law. Buyer shall pay all bankruptcy or any insolvency laws, the Seller’s costs (including attorneys’ fees and court costs) of collecting past due payments. When payment due date falls on a Saturday or on a weekday, other than Monday, which is not a banking day in New York then any such payment SELLER shall be made on entitled to cancel any order then outstanding at any time during the nearest preceding New York banking dayperiod allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charges. When the payment due date falls on a Sunday or a Monday which is not a banking day in New York such payment In event of cancellation, SELLER shall be made on entitled to receive reasonable cancellation charges and shall not in such event be liable for breach or nonperformance of contract in whole or in part. The rights of the next following banking day. If sufficient credit for SELLER under this transaction is not approved by Seller’s Credit Department, Buyer shall either prepay paragraph are cumulative and in addition to all rights available to the full amount owed to Seller SELLER at least one (1) banking day prior to scheduled delivery date law or shall secure payment by the issuance of an irrevocable letter of credit which will be opened in a form and substance and at a first-class bank acceptable to Seller. Any and all applicable taxes must be covered in the irrevocable letter of credit unless Buyer provides Seller with certificate(s) evidencing Buyer’s tax-exempt status three (3) days prior to scheduled delivery date. Failure by Buyer to timely make such required prepayment or timely issue the irrevocable letter of credit shall constitute a breach of this Agreement and thereafter Seller shall have the right to cancel this Agreement and/or proceed against Buyer for damages incurred by the Seller due to Buyer’s failure to performequity.

Payment and Credit Terms. To Subject to establishment of satisfactory credit, terms are strictly net cash thirty (30) days from date of invoice, payable in U.S. funds. Invoices will be issued as shipments are made. If shipments are delayed by the extent BUYER, payments shall become due on the provisions date when the SELLER is prepared to make shipment. If the work to be performed hereunder is delayed by the BUYER, payments shall be made based on the purchase price and the percentage of this Section 3 conflict completion. Equipment held for the BUYER shall be at the risk and expense of the BUYER. If payments are not made in accordance with these terms and conditions, a service charge will, without prejudice to the Master Agreement between right of SELLER to immediate payment, be added in an amount equal to the partieslower of 1.5% per month or fraction thereof or the highest legal rate on the unpaid balance. Until the purchase price and all other sums due pursuant hereto are paid in full, SELLER retains a security interest in the materials sold (hereafter sometimes referred to as 'Goods') and in all proceeds of said Goods. BUYER shall execute financing statement(s) on request and authorizes SELLER to execute and file same. If the financial condition of the BUYER at any time does not, in the judgment of the SELLER, justify continuance of the work to be performed by the SELLER hereunder on the terms of payment agreed upon, the Master Agreement shall control. Payment and credit SELLER may require full or partial payment in advance or shall be made without discount, deduction, withholding, set-off entitled to cancel any order then outstanding and shall receive reimbursement of its reasonable and proper cancellation charges. In the event of bankruptcy or counterclaim in United States dollars by wire transfer insolvency of immediately available funds on the BUYER or before the payment due date, as set forth in the Special Provisionsevent any proceeding is brought against the BUYER, voluntarily or in voluntarily, under the bankruptcy or any insolvency laws, the SELLER shall be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charges. In event of cancellation, SELLER shall be entitled to receive reasonable cancellation charges and shall not in such event be liable for breach or nonperformance of contract in whole or in part. The rights of the SELLER under this paragraph are cumulative and in addition to all rights available to the bank and account designated by Seller, against presentation SELLER at law or in equity. Exception is taken to Buyer by Seller of original hard copy of, telecopy or telex invoice together with other documents expressly specified for presentation for payment in the Special Provisions. If the invoice is received after 12:00 p.m. CST, such invoice will be deemed received any provisions printed either on the next dayfront or back of payment drafts, vouchers and checks. Seller shall have the right Those provisions will not be considered a part of this Agreement. SELLER's endorsement is not an acceptance of such provisions. Orders are subject to assess finance charges a minimum billing per order and acceptance at the rate home office of the LIBOR rate as reported in “The Wall Street Journal” for any month in which a balance is past due hereunder plus two percentage (2%) points against SELLER. All orders and shipments shall, at all past due amounts and all accrued but unpaid finance chargestimes, but not be subject to exceed the maximum finance charges permitted by law. Buyer shall pay all approval of the Seller’s costs (including attorneys’ fees and court costs) of collecting past due payments. When payment due date falls on a Saturday or on a weekday, other than Monday, which is not a banking day in New York then any such payment shall be made on the nearest preceding New York banking day. When the payment due date falls on a Sunday or a Monday which is not a banking day in New York such payment shall be made on the next following banking day. If sufficient credit for this transaction is not approved by SellerSELLER’s Credit Department. For products manufactured specifically for BUYER and in accordance with BUYER's instructions, Buyer SELLER shall either prepay cause plans and/or drawings to be prepared and submitted to BUYER for approval. The approved plans and/or drawings shall be a part of the full amount owed to Seller at least one (1) banking day prior to scheduled delivery date or shall secure payment by agreement between BUYER and SELLER and the issuance of an irrevocable letter of credit which products will be opened manufactured by SELLER in accordance therewith. Any information, suggestions or ideas transmitted by BUYER to the SELLER in connection with performance hereunder are not to be regarded as secret or submitted in confidence except as may be otherwise provided in a form and substance and at writing signed by a first-class bank acceptable to Seller. Any and all applicable taxes must be covered in duly authorized representative of the irrevocable letter of credit unless Buyer provides Seller with certificate(s) evidencing Buyer’s tax-exempt status three (3) days prior to scheduled delivery date. Failure by Buyer to timely make such required prepayment or timely issue the irrevocable letter of credit shall constitute a breach of this Agreement and thereafter Seller shall have the right to cancel this Agreement and/or proceed against Buyer for damages incurred by the Seller due to Buyer’s failure to performSELLER.

Payment and Credit Terms. To (a) Required payment terms are stated in the extent Order Confirmation and will be the provisions basis for the Invoice. Order Confirmations for delayed or future delivery (“Forward Sale(s)”) will confirm Buyer’s binding order any required down payment. Buyer's Forward Sale down payment is nonrefundable, confirms acceptance, and binds the Buyer to accept delivery and make full payment. (b) Upon application and approval of this Section 3 conflict with credit. Seller may assign Buyer a maximum credit amount ("Credit Limit”). Seller has the Master right to reduce the Credit Limit and/or withdraw Buyer's credit under any Credit Agreement between at any time without prior notice, except as otherwise provided by law. Seller reserves the partiesright to revoke creditor demand full payment if Buyer fails to pay when die or. if in the sole discretion of Seller, there has been an adverse change in Buyer’s ability to repay credit extended by Seller, whereupon Seller shall have the right to demand payment or other assurance which it deems adequate and Seller is hereby authorized to file any lien available to vendors and/or applicators of the Products in the manner provided by applicable law notwithstanding the terms of invoices or other documents or the Master Agreement existence of an event of default by Buyer under this or any other agreement between Buyer and Seller shall controlbe a default under all agreements. Payment Seller does not waive its right by accepting late payments. Buyer agrees to pay- reasonable attorney fees and costs of collection, including any incurred in proceedings due to insolvency or bankruptcy. Buyer is responsible for all financial and other obligations to Seller under this Agreement, even if there is a change in the ownership, structure or type of entity that Buyer is: and Buyer will notify' Seller promptly in writing if any of those changes occur. (c) If, in Seller's judgment. Buyer's credit shall be made without discount, deduction, withholding, set-off or counterclaim in United States dollars by wire transfer of immediately available funds on or before the payment due date, as set forth in the Special Provisions, to the bank and account designated by Seller, against presentation to Buyer by Seller of original hard copy of, telecopy or telex invoice together with other documents expressly specified for presentation for payment in the Special Provisions. If the invoice is received after 12:00 p.m. CST, such invoice will be deemed received on the next daybecome impaired ax any time. Seller shall have the right to assess finance charges at decline to make shipment hereunder or may restrict shipments to an acceptable letter of credit, cash advance or other terms acceptable to Seller, (d) As a general and continuing security for the rate payment of all purchases from Seller and the payment and performance of Buyer of all indebtedness, liabilities and obligations of the LIBOR rate as reported nature, however arising, whether monetary' or otherwise, now existing or hereafter arising in “The Wall Street Journal” for any month in which a balance is past due hereunder plus two percentage (2%) points against all past due amounts and all accrued but unpaid finance charges, but not to exceed the maximum finance charges permitted by law. Buyer shall pay all the favor of Seller’s costs (including attorneys’ fees and court costs) of collecting past due payments. When payment due date falls on a Saturday or on a weekday, other than Monday, which is not a banking day in New York then any such payment shall be made on the nearest preceding New York banking day. When the payment due date falls on a Sunday or a Monday which is not a banking day in New York such payment shall be made on the next following banking day. If sufficient credit for this transaction is not approved by Seller’s Credit Department, Buyer shall either prepay the full amount owed upon request by Seller, deliver to Seller at least one (1) banking day prior to scheduled delivery date or shall secure payment by the issuance of an irrevocable letter of credit which will be opened Seller, in a form and substance and at a first-class bank acceptable satisfactory to Seller, in its sole discretion, a general security agreement ("Security Agreement") granting a security interest in favor of Seller in some or all of Buyer's presently owned or hereafter acquired property, assets, rights, benefit, privileges and undertakings of every' nature and kind, real or personal, moveable or immovable. Any and all applicable taxes must be covered Buyer further agrees to deliver to Seller such further security agreements, deeds or other instruments of conveyance, assignment, transfer, mortgage, pledge or charge (the "Supplemental Agreements") as Seller may reasonably request to effectively take security in the irrevocable letter above mentioned properly of credit unless Buyer. Shipment of Product may not commence until Buyer provides has executed and delivered to Seller with certificate(s) evidencing Buyer’s tax-exempt status three (3) days prior to scheduled delivery date. Failure by Buyer to timely make such required prepayment or timely issue the irrevocable letter of credit shall constitute a breach of this Security Agreement and thereafter the Supplemental Agreements, if any. (e) The Seller shall have the right in its sole discretion, to cancel this Agreement and/or proceed against apply any monies due from the Buyer for damages incurred under any contract between the Seller or any of its Affiliates and the Buyer toward the payment of any sums which the Buyer may now or hereafter owe to the Seller or the Seller's Affiliates under any agreement. In addition, in the event that the Buyer defaults in payment due to the Seller, the Seller shall have die right to withhold any unpaid sums due by the Seller due or any of its Affiliates to Buyerthe Buyer under any contract with the Buyer and to apply such sums to the amount owing by the Buyer to the Seller or any of Seller’s failure to performAffiliates.

Payment and Credit Terms. To the extent the provisions of this Section 3 conflict with the Master Agreement between the parties, the (a) Required payment terms of the Master Agreement shall control. Payment and credit shall be made without discount, deduction, withholding, set-off or counterclaim in United States dollars by wire transfer of immediately available funds on or before the payment due date, as set forth are stated in the Special ProvisionsOrder Confirmation and will be the basis for the Invoice. Order Confirmations for delayed or future delivery (“Forward Buy(s)”) will confirm Seller’s binding order any required down payment. Seller's Forward Buy down payment is nonrefundable, confirms acceptance, and binds the Seller to accept delivery and make full payment. (b) Upon application and approval of credit. Buyer may assign Seller a maximum credit amount ("Credit Limit”). Buyer has the bank and account designated right to reduce the Credit Limit and/or withdraw Seller's credit under any Credit Agreement at any time without prior notice, except as otherwise provided by Seller, against presentation law. Buyer reserves the right to Buyer by revoke creditor demand full payment if Seller of original hard copy of, telecopy or telex invoice together with other documents expressly specified for presentation for payment fails to pay when die or. if in the Special Provisions. If the invoice is received after 12:00 p.m. CSTsole discretion of Buyer, such invoice will be deemed received on the next day. Seller there has been an adverse change in Seller’s ability to repay credit extended by Buyer, whereupon Buyer shall have the right to assess finance charges at the rate demand payment or other assurance which it deems adequate and Buyer is hereby authorized to file any lien available to vendors and/or applicators of the LIBOR rate as reported Products in “The Wall Street Journal” for the manner provided by applicable law notwithstanding the terms of invoices or other documents or the existence of an event of default by Seller under this or any month in which other agreement between Seller and Buyer shall be a balance is past due hereunder plus two percentage (2%) points against default under all past due amounts and all accrued but unpaid finance charges, but not to exceed the maximum finance charges permitted by lawagreements. Buyer shall pay all the Seller’s costs (including attorneys’ does not waive its right by accepting late payments. Seller agrees to pay- reasonable attorney fees and court costs) costs of collecting past collection, including any incurred in proceedings due paymentsto insolvency or bankruptcy. When payment due date falls on Seller is responsible for all financial and other obligations to Buyer under this Agreement, even if there is a Saturday or on a weekday, other than Monday, which is not a banking day in New York then any such payment shall be made on the nearest preceding New York banking day. When the payment due date falls on a Sunday or a Monday which is not a banking day in New York such payment shall be made on the next following banking day. If sufficient credit for this transaction is not approved by Seller’s Credit Department, Buyer shall either prepay the full amount owed to Seller at least one (1) banking day prior to scheduled delivery date or shall secure payment by the issuance of an irrevocable letter of credit which will be opened in a form and substance and at a first-class bank acceptable to Seller. Any and all applicable taxes must be covered change in the irrevocable letter ownership, structure or type of credit unless entity that Seller is: and Seller will notify' Buyer provides Seller with certificate(spromptly in writing if any of those changes occur. (c) evidencing If, in Buyer’s tax-exempt status three (3) days prior to scheduled delivery date's judgment. Failure by Buyer to timely make such required prepayment or timely issue the irrevocable letter of Seller's credit shall constitute a breach of this Agreement and thereafter Seller become impaired ax any time. Buyer shall have the right to cancel this decline to make shipment hereunder or may restrict shipments to an acceptable letter of credit, cash advance or other terms acceptable to Buyer, (d) As a general and continuing security for the payment of all sales from Buyer and the payment and performance of Seller of all indebtedness, liabilities and obligations of the nature, however arising, whether monetary' or otherwise, now existing or hereafter arising in favor of Buyer, Seller shall upon request by Buyer, deliver to Buyer, in form and substance satisfactory to Buyer, in its sole discretion, a general security agreement ("Security Agreement") granting a security interest in favor of Buyer in some or all of Seller's presently owned or hereafter acquired property, assets, rights, benefit, privileges and undertakings of every' nature and kind, real or personal, moveable or immovable. Seller further agrees to deliver to Buyer such further security agreements, deeds or other instruments of conveyance, assignment, transfer, mortgage, pledge or charge (the "Supplemental Agreements") as Buyer may reasonably request to effectively take security in the above mentioned properly of Seller. Shipment of Product may not commence until Seller has executed and delivered to Buyer the Security Agreement and/or proceed against and the Supplemental Agreements, if any. (e) The Buyer for damages incurred shall have the right in its sole discretion, to apply any monies due from the Seller under any contract between the Buyer or any of its Affiliates and the Seller toward the payment of any sums which the Seller may now or hereafter owe to the Buyer or the Buyer's Affiliates under any agreement. In addition, in the event that the Seller defaults in payment due to the Buyer, the Buyer shall have die right to withhold any unpaid sums due by the Buyer or any of its Affiliates to the Seller under any contract with the Seller and to apply such sums to the amount owing by the Seller due to the Buyer or any of Buyer’s failure to performAffiliates.

Payment and Credit Terms. To Subject to establishment of satisfactory credit, terms are strictly net cash thirty (30) days from date of invoice, payable in U.S. funds. Invoices will be issued as shipments are made. If shipments are delayed by the extent BUYER, payments shall become due on the provisions date when the SELLER is prepared to make shipment. If the work to be performed hereunder is delayed by the BUYER, payments shall be made based on the purchase price and the percentage of this Section 3 conflict completion. Product held for the BUYER shall be at the risk and expense of the BUYER. If payments are not made in accordance with these terms and conditions, a service charge will, without prejudice to the Master Agreement between right of SELLER to immediate payment, be added in an amount equal to 1.5% per month or fraction thereof or the parties, highest legal rate on the unpaid balance. If BUYER fails to fulfill the terms of payment, SELLER may defer further shipments to BUYER at its option. Until the Master Agreement shall control. Payment purchase price and credit shall be made without discountall other sums due pursuant hereto are paid in full, deduction, withholding, set-off or counterclaim in United States dollars by wire transfer of immediately available funds on or before the payment due date, as set forth SELLER retains a security interest in the Special Provisions, materials sold (hereafter sometimes referred to the bank as 'Goods') and account designated by Seller, against presentation in all proceeds of said Goods. BUYER shall execute financing statement(s) on request and authorizes SELLER to Buyer by Seller of original hard copy of, telecopy or telex invoice together with other documents expressly specified for presentation for payment in the Special Provisionsexecute and file same. If the invoice is received after 12:00 p.m. CSTfinancial condition of the BUYER at any time does not, such invoice will in the judgment of the SELLER, justify continuance of the work to be deemed received performed by the SELLER hereunder on the next dayterms of payment agreed upon, the SELLER may require full or partial payment in advance or shall be entitled to cancel any order then outstanding and shall receive reimbursement of its reasonable and proper cancellation charges. Seller shall have In the right to assess finance charges at the rate event of bankruptcy or insolvency of the LIBOR rate as reported BUYER or in “The Wall Street Journal” for the event any month in which a balance proceeding is past due hereunder plus two percentage (2%) points brought against all past due amounts and all accrued but unpaid finance chargesthe BUYER, but not to exceed voluntarily or involuntarily, under the maximum finance charges permitted by law. Buyer shall pay all bankruptcy or any insolvency laws, the Seller’s costs (including attorneys’ fees and court costs) of collecting past due payments. When payment due date falls on a Saturday or on a weekday, other than Monday, which is not a banking day in New York then any such payment SELLER shall be made on entitled to cancel any order then outstanding at any time during the nearest preceding New York banking dayperiod allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charges. When the payment due date falls on a Sunday or a Monday which is not a banking day in New York such payment In event of cancellation, SELLER shall be made on entitled to receive reasonable cancellation charges and shall not in such event be liable for breach or nonperformance of contract in whole or in part. The rights of the next following banking day. If sufficient credit for SELLER under this transaction is not approved by Seller’s Credit Department, Buyer shall either prepay paragraph are cumulative and in addition to all rights available to the full amount owed to Seller SELLER at least one (1) banking day prior to scheduled delivery date law or shall secure payment by the issuance of an irrevocable letter of credit which will be opened in a form and substance and at a first-class bank acceptable to Seller. Any and all applicable taxes must be covered in the irrevocable letter of credit unless Buyer provides Seller with certificate(s) evidencing Buyer’s tax-exempt status three (3) days prior to scheduled delivery date. Failure by Buyer to timely make such required prepayment or timely issue the irrevocable letter of credit shall constitute a breach of this Agreement and thereafter Seller shall have the right to cancel this Agreement and/or proceed against Buyer for damages incurred by the Seller due to Buyer’s failure to performequity.

Payment and Credit Terms. To the extent the provisions (a) Payment of this Section 3 conflict with the Master Agreement between the parties, the terms of the Master Agreement shall control. Payment and credit sums due shall be made without discount, deduction, withholding, set-off or counterclaim in United States dollars by wire transfer of immediately available funds on or before the payment due date, as upon terms set forth in the Special Provisions, to the bank and account designated by Seller, against presentation to Buyer by Seller of original hard copy of, telecopy or telex invoice together with other documents expressly specified for presentation for payment in the Special Provisionsinvoice. If Buyer in good faith disputes any portion of an invoice, Buyer shall pay the undisputed portion of the invoice is received after 12:00 p.m. CSTand submit written notice to Seller regarding the disputed amount, which notice shall include documentation supporting the alleged billing error (each such invoice will notice, a “Fee Dispute Notice”). A Fee Dispute Notice must be deemed received on submitted to Seller within thirty (30) calendar days from the next daydate of the relevant invoice. Seller shall have Buyer waives the right to assess finance charges at dispute any invoice from Seller not disputed within such thirty (30) calendar days period. (b) In the rate of the LIBOR rate as reported in “The Wall Street Journal” for any month in which a balance is past due hereunder plus two percentage (2%) points against all past due amounts and all accrued but unpaid finance charges, but not to exceed the maximum finance charges permitted by law. event Buyer shall fail to pay all any amount for a period of ten (10) calendar days beyond the Seller’s costs (including attorneys’ fees and court costs) of collecting past due payments. When payment due date falls on a Saturday of such payment, or on a weekday, other than Monday, which is not a banking day in New York then Buyer fails to pay any such payment shall be made on the nearest preceding New York banking day. When the payment due date falls on a Sunday obligation or a Monday which is not a banking day in New York such payment shall be made on the next following banking day. If sufficient credit for this transaction is not approved by Seller’s Credit Department, Buyer shall either prepay the full amount indebtedness owed to Seller at least one when due, then all obligations of Buyer owed to Seller shall become immediately due and payable, and Seller shall be entitled to immediate payment of such obligations and to enforce all of its rights and remedies hereunder under Law with respect to all such obligations. (1c) banking day prior to scheduled delivery date or Buyer shall secure payment by the issuance provide its two (2) most recently audited financial statements (which shall include balance sheet, income statement, statement of an irrevocable letter of credit which will be opened in a form and substance and at a first-class bank acceptable to Seller. Any cash flows, and all applicable taxes must be covered notes to the financial statements) immediately upon request of Seller and each year thereafter. If Seller, in its sole judgment, concludes that Buyer is in unsound financial condition, or if Buyer is in default with respect to any of the irrevocable letter of credit unless Buyer provides Seller with certificate(s) evidencing Buyer’s tax-exempt status three (3) days prior to scheduled delivery date. Failure by Buyer to timely make such required prepayment or timely issue the irrevocable letter of credit shall constitute a breach terms and conditions of this Agreement and thereafter beyond any applicable cure period, including the terms of Buyer’s credit application, Seller shall forthwith have the right, in addition to its right to cancel collect from Buyer all of Seller’s attorney’s fees, to decline to make deliveries hereunder or to demand cash payment until such time as said credit has been reestablished or default cured to Seller’s satisfaction or, without prejudice to any other legal remedy available to Seller, to decline further performance hereof. If Buyer places an order for future delivery at a set price (“Forward Sale(s)”), this Agreement and/or proceed against Buyer for damages incurred by the Seller due to will confirm Buyer’s failure binding order and any required down payment. Buyer’s Forward Sale down payment is non-refundable, confirms acceptance, and binds Buyer to performaccept delivery and make payment in full.