Payment and Supply Terms Sample Clauses

Payment and Supply Terms. (a) If Partner purchased the Products or Services from the Authorized Distributor, the purchase terms and prices for Products and Services will be negotiated solely between Partner and the Authorized Distributor. If Riverbed accepts a purchase order directly from Partner or otherwise authorizes Partner to purchase Products and/or Services directly from Riverbed, the additional terms set forth in Attachment A will apply. (b) Riverbed may, upon at least two (2) weeks’ advance written notice, inspect, or have an accountant or auditor inspect, Partner’s books and records relating to this Agreement and Partner’s compliance with its terms and conditions, including those relating to reporting correct information regarding sell through to the End User, for up to five prior years of records from the date of such audit. Any such audit will be conducted during Partner’s normal business hours and in a manner that does not materially interfere with Partner’s normal business operations. Partner shall provide all reasonable assistance for such audit. If any audit reveals that Partner is in breach of this Agreement, then Partner shall (a) reimburse Riverbed for the actual expenses associated with the audit and (b) if applicable, compensate Riverbed (at Riverbed’s then-current list price) for any unauthorized use of or access to any Product (e.g., any use by any unauthorized users or use of any unauthorized copies or instances of a Product).
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Payment and Supply Terms a. Products are delivered F.O.B. Supplier's applicable warehouse or place of production. Purchase prices payable by Distributor are Supplier's then current International distributor list prices less the discounts specified in Attachment C. Supplier shall have the right, in its sole discretion, from time to time or at any time to change such list prices with thirty (30) days written notice. New prices will apply to all shipments made after such notice period. In addition, Distributor will pay all charges, including without limitation freight, shipping, customs charges and expenses, cost of special packaging or handling and insurance premiums, and shall be responsible for all taxes, including but not limited to sales, value added and use taxes, duties and other governmental assessments. Payment shall be made in U.S. dollars in the United States. Payment will be prepaid by the Distributor. b. During the term of this Agreement: i. Supplier shall provide Distributor, at Supplier's expense, with Samples of any applicable printed marketing materials that Supplier may in its discretion produce for the Products. Distributor will prepare and produce similar and any additional materials needed to promote the Products in the Territory. Distributor shall provide all such materials (together with English translations) to Supplier and will not distribute them unless approved by Supplier in writing. ii. Subject to the other terms and conditions of this Agreement, Supplier shall use its reasonable efforts to promptly fill Distributor's written purchase orders for Products with a requested delivery date not less than sixty (60) days after the date the purchase order is received by Supplier; provided that Distributor shall not submit any order requesting fewer than five units of any Product per shipment per location. Should Supplier fail to supply Distributor with the Products ordered, the purchase quotas for such period shall be reduced in direct proportion to the extent of the shortfall. Supplier shall ship Products as manufactured for sale in the United States and Distributor shall be responsible at its expense for any modifications to the packaging, labeling or otherwise required to sell the Products in the Territory. iii. Supplier will provide Distributor with, and Distributor will accept, such training as Supplier deems appropriate at locations specified by Supplier, each party will bear its own expenses in connection with such training. c. Product will be deemed accep...
Sample 1
Payment and Supply Terms a. Products are delivered F.O.B. Supplier's applicable warehouse or place of production. Purchase prices payable by Distributor are Supplier's then current Territory Manager list prices less the discounts specified in Attachment B. Supplier shall have the right, in its sole discretion, from time to time or at any time to change such list prices with thirty (30) days written notice. New prices will apply to all shipments made after such notice period. In addition, Distributor will pay all charges, including without limitation freight, shipping, customs charges and expenses, cost of special packaging or handling
Sample 1
Payment and Supply Terms a. Each month UniDirect shall order from FTP and store such quantities of Upgrades and Products required in UniDirect's normal performance of outsourcing services under this Agreement as are anticipated by UniDirect to fulfill one (1) month of customer orders; provided, however, that UniDirect shall limit its orders of such Upgrades and Products from FTP to four (4) such orders per month during the first six (6) months following the Outsource Start Date and to three (3) such orders per month thereafter. All such purchases are on a consignment basis. All right, title and interest in and to the consigned inventory shall, at all times, remain with FTP. UniDirect shall have no right, title or interest in such consigned inventory. UniDirect shall have no right to pledge, mortgage or otherwise encumber, and UniDirect shall keep free of any pledge mortgage or other encumbrance, all of the Products received by UniDirect. Except as disclosed prior to FTP, UniDirect will not store or hold any of the consigned Products at any location other than the UniDirect facility to which FTP ships such inventory and UniDirect will not locate its executive offices outside the United States. UniDirect shall keep all Products segregated (whether physically or electronically) from all other goods and property held by UniDirect, including, without limitation, any other FTP products which UniDirect may possess pursuant to other, separate agreements with FTP. UniDirect shall not open or remove the shrink wrap or other license from the Products. UniDirect shall deliver to FTP, within five (5) business days after the end of each calendar month, a purchase order for all such Upgrades and Products sold by UniDirect during the previous month. b. For each Upgrade or other Product returned to and accepted by UniDirect in compliance with FTP's policies and procedures for product returns, including without limitation, appropriate FTP approvals, UniDirect shall receive a credit from FTP for such return in an amount equal to UniDirect's Net Sale for such Upgrade or other Product. FTP shall credit the aggregate amount of returns for such previous month against amounts due FTP from UniDirect and FTP shall accordingly reduce FTP's invoice to UniDirect by a corresponding amount. c. All payments hereunder shall be due and payable thirty (30) days after the date of FTP invoice and shall be paid in U.S. dollars drawn on a U.S. bank. All shipments to UniDirect shall be made F.O.
Sample 1
Payment and Supply Terms. 6.1 All payments shall be made in United States Dollars. The parties agree that prices as stipulated in this Agreement and in Schedule I thereto are calculated in EURO and that prices need to be adapted according to significant changes (more than 20%) in the conversion rate of EURO against United States Dollars. If, during the term of this Agreement, the monthly average conversion rate of EURO against United States Dollars for a certain calendar month deviates upwards or downwards for more than 20% from the conversion rate of EURO against United States Dollars as fixed on the Effective Date, prices as quoted in this Agreement and the Schedules thereto shall immediately be adapted with half of such increase or decrease of the conversion rate and remain valid until, again, the average conversion rate of EURO against United States Dollars for a certain calendar months deviates upwards or downwards for more than 20% from the conversion rate of EURO against United States Dollars as fixed on the date of the last price adaptation, in which case prices as quoted in this Agreement and the Schedules thereto shall be adapted by mutual consent of the parties in good faith negotiations reflecting the changes in price calculation as caused by such increase or decrease of the conversion rate. 6.2 Lifestream shall ensure that all payments for Cholesterol Test Strips, ***** devices and lancets for ***** shall be transferred to RDG in United States dollars (US $) within forty-five (45) days of the date of the respective invoice provided that the invoice shall be dated to reflect the respective date of shipment. 6.3 RDG shall deliver or have delivered all Cholesterol Test Strips, *****-devices or lancets for ***** ordered by Lifestream in accordance with Article 4 and 5 of this Agreement to arrive at Lifestream on or before the requested delivery date provided that such date is at least one hundred and twenty (120) days following RDG's receipt of the respective Purchase Order. The Cholesterol Test Strips, *****-devices or lancets for ***** supplied by RDG hereunder shall be delivered to Lifestream Technologies, Inc., 510 Clearwater Loxx, Xxxxx 000, Xxxx Xxxxx, Xxxxx 00000, Xxxxxx Xxxxxx xx Xxxxxxx, XXX, Mannheim, Germany (Incoterms 2000). RDG shall notify Lifestream, via fax transmission, of the actual date of each shipment of Cholesterol Test Strips, *****-devices or lancets for ***** at least five (5) days in advance of the respective shipment. 6.4 Lifestream shall inspect...
Sample 1

Related to Payment and Supply Terms

  • Sales and Supplemental Agreements The terms of the specific TIPS order, including but not limited to: shipping, freight, insurance, delivery, fees, bonding, cost, delivery expectations and location, returns, refunds, terms, conditions, cancellations, order assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Contract, Invoice, etc.) (hereinafter “Supplemental Agreement”) entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement. All Supplemental Agreements shall include Vendor’s Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes, unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor accepts or fulfills an order, even when processed through TIPS, Vendor is representing that Vendor has carefully reviewed the order for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same. In the event of a conflict between the terms of this TIPS Vendor Agreement and those contained in any Supplemental Agreement, the provisions set forth herein shall control unless otherwise agreed to and authorized by the Parties in writing within the Supplemental Agreement.

  • TIPS Sales and Supplemental Agreements If awarded, when making a sale under this awarded contract, the terms of the specific TIPS order, including but not limited to: shipping, freight, insurance, delivery, fees, bonding, cost, delivery expectations and location, returns, refunds, terms, conditions, cancellations, defects, order assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Contract, AIA Contract, Invoice, etc.) (“Supplemental Agreement” as used herein) entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement. All Supplemental Agreements shall include Vendor’s Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes, unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor accepts or fulfills an order, even when processed through TIPS, Vendor is representing that Vendor has carefully reviewed the order for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same. In the event of a conflict between the terms of this TIPS Vendor Agreement and those contained in any Supplemental Agreement, the provisions set forth herein shall control unless otherwise agreed to and authorized by the Parties in writing within the Supplemental Agreement. The Supplemental Agreement shall dictate the scope of services, the project delivery expectations, the scheduling of projects and milestones, the support requirements, and all other terms applicable to the specific sale(s) between the Vendor and the TIPS Member.

  • Supply Agreement Seller and Buyer, or their Affiliates, shall have executed the Supply Agreement.

  • Payment Does Not Imply Acceptance of Work The granting of any payment by City, or the receipt thereof by Contractor, shall in no way lessen the liability of Contractor to replace unsatisfactory work, equipment, or materials, although the unsatisfactory character of such work, equipment or materials may not have been apparent or detected at the time such payment was made. Materials, equipment, components, or workmanship that do not conform to the requirements of this Agreement may be rejected by City and in such case must be replaced by Contractor without delay.

  • Second Amendment to Exhibit A to Services Agreement Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following:

  • Addendum to Agreement Students who do not complete an AA/AS degree can use the prescribed curriculum in a statewide transfer articulation agreement as a common advising guide for transfer to all public institutions that offer the designated bachelor’s degree program. Please note the following:

  • ACCEPTANCE OF CONTRACT/TERMS AND CONDITIONS (a) This Contract integrates, merges, and supersedes any prior offers, negotiations, and agreements concerning the subject matter hereof and constitutes the entire agreement between the parties. (b) SELLER's acknowledgment, acceptance of payment, or commencement of performance, shall constitute SELLER's unqualified acceptance of this Contract. (c) Unless expressly accepted in writing by LOCKHEED XXXXXX, additional or differing terms or conditions proposed by SELLER or included in SELLER's acknowledgment are objected to by LOCKHEED XXXXXX and have no effect. (d) The headings used in this Contract are inserted for the convenience of the parties and shall not define, limit, or describe the scope or the intent of the provisions of this Contract.

  • Indemnity for Underlying Sales and Supplemental Agreements Vendor shall be solely responsible for any customer claims or any disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open-market. The Parties agree that TIPS shall not be liable for any claims arising out of Vendor’s TIPS Sales or Supplemental Agreements, including but not limited to: allegations of product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency, allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding payment, over-payment, under-payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, under- payment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is not a dealer, subcontractor, agent, or reseller of Vendor’s goods and services and shall not be responsible for any claims arising out of alleged insufficiencies or defects in Vendor’s goods and services, should any arise.

  • ENHANCED AND SUPPLEMENTAL SERVICES BY COUNTY 8 1. Enhanced services for events on CITY property. At the request of CITY, 9 through its City Manager, SHERIFF may provide enhanced law enforcement 10 services for functions, such as community events, conducted on property 11 that is owned, leased or operated by CITY. SHERIFF shall determine 12 personnel and equipment needed for such enhanced services. To the 13 extent the services provided at such events are at a level greater than that 14 specified in Attachment A of this Agreement, CITY shall reimburse COUNTY 15 for such additional services, at an amount computed by SHERIFF, based on 16 the current year’s COUNTY law enforcement cost study. The cost of these 17 enhanced services shall be in addition to the Maximum Obligation of CITY 18 set forth in Subsection G-2 of this Agreement. SHERIFF shall xxxx CITY 19 immediately after each such event. 20 2. Supplemental services for occasional events operated by private

  • Amendment to Exhibit A to Services Agreement Solely with respect to Accounts that are not investment companies registered under the 1940 Act, the section of Exhibit A to the Services Agreement entitled “Administration and Risk Management” shall be, and hereby is, deleted in its entirety and replaced with the following:

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