Common use of Payment Terms Clause in Contracts

Payment Terms. 1. All fees for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 6 contracts

Samples: Finalsite Order, Finalsite Order, Finalsite Order

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Payment Terms. 1Unless otherwise stated in an Ordering Document, Customer shall pay all Subscription fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) within thirty (30) days of Customer’s receipt of NEOGOV’s invoice. All fees for the initial year of this Order shall be due as follows: (i) Set Up fees Fees shall be invoiced annually in advance and in a single invoice for each Term. Invoices shall be delivered to the stated “Xxxx To” party on the Effective Date Ordering Document. Unless explicitly provided otherwise, once placed the Ordering Document is non-cancellable and sums paid nonrefundable. Subscription Fees are based upon the Customer’s employee count. Customer shall not exceed the employee amount its Subscription Fees are based off of this Order unless applicable supplemental Subscription Fees are paid. The Term for the Services is a continuous and shall be due and payable upon receipt non-divisible commitment for the full duration regardless of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date any invoice schedule. The purchase of this Order or the first day of Year 1, whichever any Service is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service. If Customer issues a purchase order, and for reimbursable expenses, then it shall be invoiced in accordance with for the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified full amount set forth in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, applicable NEOGOV invoice or AIT provides Client, Ordering Document. Failure to provide NEOGOV with a written notice to the contrary ninety (90) days prior to the end corresponding purchase order shall not relieve Customer of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5payment obligations. Except as otherwise specified specifically stated in the Ordering Document, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by giving Customer at least thirty (30) day notice prior to commencement of a Renewal Term. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this OrderAgreement, fees are subject to increase in accordance except those taxes imposed or based on NEOGOV’s net income or those exempt by applicable state law. Customer shall provide NEOGOV with the applicable provisions a certificate or other evidence of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions such exemption with ten (10) days of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for CustomerNEOGOV’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesrequest therefor.

Appears in 5 contracts

Samples: Neogov Services Agreement, Neogov Services Agreement, Neogov Services Agreement

Payment Terms. 1The Charterer shall pay all amounts for Supplemental Hire invoiced by the Owner within 10 days after receipt of such invoice. All fees Any Basic Hire not paid when due and any invoices not paid in immediately available funds within 10 days after receipt by the Charterer shall accrue interest from the due date until paid at a per annum rate of interest equal to the Overdue Rate, computed on a basis of 360 days, for actual days elapsed. Payments shall be made by wire transfer in immediately available funds prior to 12:00 noon, New York City time, on the initial year of this Order day when each such payment shall be due to the Owner's account at a financial institution located in the State of New York or at such other office as follows: (i) Set Up fees the Owner may from time to time designate in writing to the Charterer. All payments to the Owner hereunder shall be invoiced on the Effective Date of this Order without any offset, counterclaim, discount or deduction and shall be due made in United States Dollars. All payments to the Owner stated in this Charter are exclusive of any Taxes, including, without limitation, sales, excise, value added, stamp, documentary, transfer, ad valorem, general consumption, property, use, export, import, employment, payroll, withholding or other similar Taxes, which may be imposed on or incurred by the Owner, its employees or the Investors (other than, except as otherwise provided herein, Taxes on the net income or franchise of the Owner, its employees or the Investors), and payable all costs associated therewith, in connection with performance by the Owner of, or the Owner's rights under, this Charter, including the costs associated with bonds or letters of credit that are not otherwise the responsibility of the Charterer under this Charter. The Charterer shall pay the Owner the amount of all such charges, Taxes and costs upon receipt of an invoice; (ii) fees for Year 1 (described in , subject to the fee table above) shall be invoiced on Charterer's right to reasonably verify the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement Owner's payment of such Year amounts. The Owner shall use reasonable efforts, without filing suit or Renewal Term (as applicable) incurring any out-of-pocket or other additional costs, to avail itself of any and shall be due and payable upon receipt all applicable exemptions and/or reductions of invoicesuch taxes. Fees for The Charterer shall, at the Owner's request, pay such sums directly or post any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms required bonds or this Order and shall be due and payable upon receipt letter of invoicecredit required on any such items. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 3 contracts

Samples: Bareboat Charter (R&b Falcon Corp), Bareboat Charter Agreement (Reading & Bates Corp), Bareboat Charter (R&b Falcon Corp)

Payment Terms. 1. All fees The payment terms for the initial year of this Order all payments made by Autolus for purchased Miltenyi Products shall be due as follows: (ia) Set Up fees shall be invoiced on the Effective Date Except as otherwise provided herein, all payments are payable within [***] days of this Order and shall be due and payable upon Autolus’ receipt of invoice; (ii) fees for Year 1 (described each invoice corresponding to a shipment of Miltenyi Products by Miltenyi, such invoices to be issued by Miltenyi or the applicable Miltenyi Affiliate in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceTerritory. 2. Unless otherwise specified (b) Autolus shall make all payments by wire transfer or electronic fund transfer in immediately available funds to an account designated by Miltenyi or its local Affiliate in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal TermTerritory, as applicable. All payments by Autolus to Miltenyi or its Affiliate (as the case may be) under this Agreement shall be made in the local currency that applies to the Miltenyi company that is assigned to fulfill the respective Purchase Order for Miltenyi Products. 3. Unless otherwise specified, all dollars ($c) All sums payable by Autolus under this Agreement are United States currencystated exclusive of sales tax and VAT. 4(d) Without prejudice to any other right or remedy available to Miltenyi, Miltenyi reserves the right to assess a late fee equal to [***] per month, or if lower, the maximum amount permitted by Applicable Law, on all undisputed amounts not paid by Autolus when due. Sales/VAT Tax: If applicable, Autolus acknowledges that failure by Autolus to comply with its payment obligations in this Article 8 shall constitute a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereformaterial breach. 5. (e) Except as expressly provided herein, Autolus shall not exercise any right of setoff, net-out or deduction, take any credit, or otherwise specified reduce the balance owed to Miltenyi with respect to any payments under this Agreement, unless the Parties otherwise agree or until Autolus has obtained a final and non-appealable judgment against Miltenyi in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, amount asserted by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesAutolus.

Appears in 3 contracts

Samples: Supply Agreement (Autolus Therapeutics LTD), Supply Agreement (Autolus Therapeutics LTD), Supply Agreement (Autolus Therapeutics LTD)

Payment Terms. 1. (a) All fees for accrued and unpaid fees, expenses, default interest, costs and any other amounts due from the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and Customer shall be due and payable (i) on the date set forth herein or, if no date is set forth herein, upon receipt demand by WFBC, and (ii) on the Final Termination Date. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of invoicetime shall in such case be included in the computation of the fees, expenses, interest, costs and any other amounts due hereunder, as the case may be. (b) All amounts to be paid by or deposited hereunder will be paid or deposited not later than 1:00 p.m. (Denver, Colorado time) on the day when due in same day funds. All computations of interest and fees shall be calculated for the actual days elapsed based on a 360 day year. (c) Amounts due to WFBC hereunder shall be remitted to WFBC in United States Dollars. (d) The Customer shall pay, as a full recourse obligation, all fees, interest, costs and expenses, including all amounts payable under Section 11.07. (e) The Customer will pay on demand to WFBC interest (before and after default and before and after judgment, with interest on overdue interest at the same rate) on all amounts not paid to or deposited when due hereunder (other than amounts due under Section 3.10(b)) at a rate equal to Prime Rate plus five and one half of one percent (5.50%) per annum calculated daily. (f) The Customer will make all payments required to be made by it hereunder without deduction or setoff regardless of any defense or counterclaim. (g) The Customer acknowledges that (i) WFBC may maintain records of the Purchased Amount, all Purchased Accounts, all proceeds of Collateral and all amounts paid by the Customer to WFBC hereunder, including all fees, interest, costs and expenses; (ii) fees for Year 1 (described in the fee table above) shall such records shall, absent manifest error, be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, conclusive evidence thereof and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year the failure of WFBC to maintain any such records shall not limit or otherwise affect the obligations of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereforrights and remedies of WFBC hereunder or under any Related Document. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 3 contracts

Samples: Account Purchase Agreement (Corporate Resource Services, Inc.), Account Purchase Agreement (Corporate Resource Services, Inc.), Account Purchase Agreement (Corporate Resource Services, Inc.)

Payment Terms. 1. All fees for the initial year Customer shall pay individual invoices net thirty (30) days from date of this Order shall invoice, unless other credit terms are agreed to in writing by VWR; summary invoices, if any, will be due as follows: agreed. Payments are to be made in the currency invoiced by VWR. Customer shall provide VWR, concurrent with each payment, with remittance information in sufficient detail (to the invoice level or line level, as applicable) to allow VWR to properly apply payments or credit memos to outstanding receivable(s) on VWR's accounts receivable sub-ledger for Customer. Any payments received no later than 2.00 PM Eastern Time at VWR's lockbox will be credited to Customer's account as of the date received, while payments received after 2.00 PM Eastern Time will be credited to Customer's account the following business day. Payment in the form of a check will be credited once the deposit appears in VWR’s bank account; no post-dated checks will be accepted. Delinquent accounts will be subject to a service charge on past due amounts of the lesser of between one and one-half percent (1.5%) and three percent (3%) per month, depending on region, or the maximum amount permitted by law, plus Taxes, reasonable attorneys’ fees, and other collections costs, if any, incurred by VWR. VWR recommends payments be made by wire transfer or ACH method to ensure timely receipt by VWR. VWR reserves the right to: (i) Set Up fees shall be invoiced require C.O.D. (subject to a handling fee) or impose more stringent payment requirements (including, without limitation, payment in advance) on the Effective Date of this Order Customer if Customer’s account is overdue or if Customer has an unsatisfactory credit or payment record, as determined by VWR in its sole discretion, and shall be due and payable upon receipt of invoiceto refuse to sell to Customer or otherwise perform hereunder until all overdue amounts are paid in full; (ii) fees for Year 1 (described in the charge a convenience fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoiceany post-sale credit card payments by Customer; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees charge a fee for any other Services, checks rejected due to insufficient funds; (iv) charge a service fee for any re-invoicing requested by Customer; and (v) furnish payment history data and related information to third party companies for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order fraud protection and shall be due and payable upon receipt of invoicecredit risk reduction. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 3 contracts

Samples: Terms and Conditions of Sale, Terms and Conditions of Sale, Terms and Conditions of Sale

Payment Terms. 1(a) Any Service Fees payable pursuant to Section 4.1 shall be paid by SharkNinja or its designated Affiliate (the “Payor”) to JSG (the “Payee”) within forty-five (45) days after receipt of a written invoice from the Payee at the end of each quarter of the calendar year. The Payee shall submit such invoice to the Payor within twenty (20) days after the end of each such quarter, which sets forth the details of the calculation of the Service Fees to be paid by such Payor for such quarter. All fees for the initial year of this Order Service Fees shall be calculated and paid in U.S. dollars (or, if necessary for legal or tax concerns, other reasonable currency mutually agreed upon by the Parties in writing) in immediately available funds to a bank account designated by the Payee in writing to the Payor. For purposes of determining the Service Fees due and payable in U.S. dollars, the exchange rate shall be determined at the date on which such amount is remitted by the Payor, as follows:reported by the Wall Street Journal (or similar or successor publication if the Wall Street Journal is no longer published). (b) If a Payor fails to make a Service Fee payment when due, such Payor shall be required to pay, in addition to any such unpaid amounts, interest on such amounts at (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; Prime Rate, plus two hundred (200) basis points, or (ii) fees if lower, the highest rate of interest permitted by applicable Law at such time, in each case compounded monthly from, and including, the relevant due date through the actual date of payment. (c) Except as set forth in Section 4.5, the Payor shall make all Service Fee payments to the Payee without set-off, deduction, recoupment or withholding of any kind for Year 1 Service Fees or other amounts owed or payable by the Payee or its Affiliates to the Payor or its Affiliates, whether under this Agreement or any other Ancillary Agreement, applicable Law or otherwise. (described in d) All amounts treated for the fee table above) purposes of any VAT as consideration for a supply made pursuant to this Agreement shall be invoiced on exclusive of applicable VAT. Where Payee is required to account for any VAT to a relevant Tax authority, Payor shall, subject to the Effective Date receipt of this Order or the first day of Year 1a valid VAT invoice, whichever is laterpay to Payee (in addition to, and shall be due and payable upon receipt of invoice; (iiiat the same time as, the consideration) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement amount of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceVAT. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 3 contracts

Samples: Sourcing Services Agreement (SharkNinja, Inc.), Sourcing Services Agreement (SharkNinja, Inc.), Sourcing Services Agreement

Payment Terms. 1(a) Any Service Fees payable pursuant to Section 3.01 shall be paid by JS Global to SharkNinja within forty-five (45) days after receipt of a written invoice from SharkNinja at the end of each quarter of the calendar year. SharkNinja or its designated Affiliate shall submit such invoice to JS Global or its designated Affiliate within twenty (20) days after the end of each such quarter, which sets forth the details of the calculation of the Service Fees to be paid by JS Global for such quarter. All fees for the initial year of this Order Service Fees shall be calculated and paid in U.S. dollars (or, if necessary for legal or tax concerns, other reasonable currency mutually agreed upon by the Parties in writing) in immediately available funds to a bank account designated by SharkNinja in writing to JS Global. For purposes of determining the Service Fees due and payable in U.S. dollars, the exchange rate shall be determined at the date on which such amount is remitted by JS Global, as follows:reported by the Wall Street Journal (or similar or successor publication if the Wall Street Journal is no longer published). (b) If JS Global fails to make a Service Fee payment when due, JS Global shall be required to pay, in addition to any such unpaid amounts, interest on such amounts at (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; Prime Rate, plus two hundred (200) basis points, or (ii) fees if lower, the highest rate of interest permitted by applicable Law at such time, in each case compounded monthly from, and including, the relevant due date through the actual date of payment. (c) Except as set forth in Section 3.04, JS Global shall make all Service Fee payments to SharkNinja without set-off, deduction, recoupment or withholding of any kind for Year 1 Service Fees or other amounts owed or payable by SharkNinja or its Affiliates to JS Global or its Affiliates, whether under this Agreement or any other Ancillary Agreement, applicable Law or otherwise. (described in d) All amounts treated for the fee table above) purposes of any VAT as consideration for a supply made pursuant to this Agreement shall be invoiced on exclusive of applicable VAT. Where SharkNinja is required to account for any VAT to a relevant Tax authority, JS Global shall, subject to the Effective Date receipt of this Order or the first day of Year 1a valid VAT invoice, whichever is laterpay to SharkNinja (in addition to, and shall be due and payable upon receipt of invoice; (iiiat the same time as, the consideration) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement amount of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceVAT. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 2 contracts

Samples: Product Development Agreement (SharkNinja, Inc.), Product Development Agreement (SharkNinja, Inc.)

Payment Terms. 1(a) Any amounts payable pursuant to Section 5.1 or Section 5.2 (collectively, “Royalty Payments”) shall be paid by the applicable Party (the “Payor”) to the other Party (the “Payee”) within forty-five (45) days after the end of each quarter of the calendar year. The Payor shall submit a royalty report to the Payee within twenty (20) days after the end of each such quarter, which sets forth the details of the calculation of the Royalty Payments to be paid by such Payor for such quarter, including identification of the quantities of each Licensed Product sold in each country in the JSG Territory. All fees for the initial year of this Order Royalty Payments shall be paid in U.S. dollars (or, if necessary for legal or tax concerns, other reasonable currency mutually agreed upon by the Parties in writing) in immediately available funds to a bank account designated by the Payee in writing to the Payor. For purposes of determining the Royalty Payments due and payable in U.S. dollars, the exchange rate shall be determined at the date on which such amount is remitted by the Payor, as follows:reported by the Wall Street Journal (or similar or successor publication if the Wall Street Journal is no longer published). (b) If a Payor fails to make a Royalty Payment when due, such Payor shall be required to pay, in addition to any such unpaid amounts, interest on such amounts at (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; Prime Rate, plus two hundred (200) basis points, or (ii) fees if lower, the highest rate of interest permitted by applicable Law at such time, in each case compounded monthly from, and including, the relevant due date through the actual date of payment. (c) Except as set forth in Section 5.5, the Payor shall make all Royalty Payments to the Payee without set-off, deduction, recoupment or withholding of any kind for Year 1 Royalty Payments or other amounts owed or payable by the Payee or its Affiliates to the Payor or its Affiliates, whether under this Agreement or any other Ancillary Agreement, applicable Law or otherwise. (described in d) All amounts treated for the fee table above) purposes of any VAT as consideration for a supply made pursuant to this Agreement shall be invoiced on exclusive of applicable VAT. Where Licensor is required to account for any VAT to a relevant Tax authority, Licensee shall, subject to the Effective Date receipt of this Order or the first day of Year 1a valid VAT invoice, whichever is laterpay to Licensor (in addition to, and shall be due and payable upon receipt of invoice; (iiiat the same time as, the consideration) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement amount of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceVAT. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 2 contracts

Samples: Brand License Agreement (SharkNinja, Inc.), Brand License Agreement (SharkNinja, Inc.)

Payment Terms. 1. 10.1 DESITIN shall make any other payments than Royalties due under this Agreement in United States Dollars within [***] ([***]) days of receipt of the invoice for Product (which date shall be no earlier than the date of delivery of the Product).Invoices shall be sent via fax and by internationally recognized overnight courier to DESITIN’s address for notices hereunder. 10.2 All fees right, title and risk in the Product passes to DESITIN upon delivery of Product to DESITIN in accordance with this Agreement. 10.3 DESITIN agrees to make payments and written reports to ZOGENIX within [***] ([***]) days after the end of each calendar quarter covering all sales of the Product in the Field in the Territory by DESITIN, its Affiliates or permitted sub-licensees for which invoices were sent during such calendar quarter, each such written report stating for the initial year of this Order shall be due as follows: period in question: (i) Set Up fees shall be invoiced on for Product disposed of in the Effective Date Territory by sale, the quantity and description of this Order and shall be due and payable upon receipt of invoice; Product, (ii) fees for Year 1 (described Product disposed of in the fee table above) shall be invoiced on Territory other than by sale, the Effective Date of this Order or the first day of Year 1quantity, whichever is laterdescription, and shall be due and payable upon receipt nature of invoice; the disposition, (iii) fees the calculation of DESITIN’s Net Sales for each subsequent Year such quarter and year-to-date DESITIN’s Net Sales; and (iv) the calculation of the Initial Termamount due to ZOGENIX for such quarter pursuant to Clause 9 on account of such DESITIN’s Net Sales. The information contained in each report under this Clause 10.3 shall be considered Confidential Information of DESITIN. Concurrent with the delivery of each quarterly report, and DESITIN shall make the payment due ZOGENIX hereunder in United States Dollars for each Renewal Termthe calendar quarter covered by such report. 10.4 All amounts not paid to the other Party when due shall accrue interest daily at the lesser of an annual rate of (a) [***] or (b) [***]. 10.5 All sums payable hereunder are expressed to be exclusive of VAT or other similar tax. Notwithstanding the foregoing, any income or other taxes on any monies payable to ZOGENIX which DESITIN is required by law to pay or withhold on behalf of ZOGENIX, shall be invoiced on the commencement deducted by ZOGENIX from such monies due. DESITIN shall furnish ZOGENIX with proof of such Year payments. Any such tax required to be paid or Renewal Term (as applicable) and withheld shall be due an expense borne solely by DESITIN, and payable upon receipt of invoice. Fees ZOGENIX may request reimbursement from DESITIN for any such amounts. DESITIN shall promptly provide ZOGENIX with a certificate or other Servicesdocumentary evidence to enable ZOGENIX to support a claim for a refund or a foreign tax credit with respect to any such tax so withheld or deducted by DESITIN. At ZOGENIX’s request, DESITIN shall reasonably cooperate to support any claim by ZOGENIX for such a refund or credit. The Parties will reasonably cooperate in completing and filing documents under the provisions of any applicable tax treaty or under any other applicable law, in order to enable DESITIN to make such payments to ZOGENIX without any deduction for reimbursable expenses, shall be invoiced in accordance withholding. *** Certain information on this page has been omitted and filed separately with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2Commission. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, Confidential treatment has been requested with a written notice respect to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableomitted portions. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 2 contracts

Samples: Licensing and Distribution Agreement (Zogenix Inc), Licensing and Distribution Agreement (Zogenix Inc)

Payment Terms. 1(a) Any Service Fees payable pursuant to Section 3.01 shall be paid by Recipient (the “Payor”) to Provider (the “Payee”) within forty-five (45) days after receipt of a written invoice from the Payee at the end of each quarter of the calendar year. The Payee or its designated Affiliate shall submit such invoice to the Payor or its designated Affiliate within twenty (20) days after the end of each such quarter, which sets forth the details of the calculation of the Service Fees to be paid by such Payor for such quarter. All fees for the initial year of this Order Service Fees shall be calculated and paid in U.S. dollars (or, if necessary for legal or tax concerns, other reasonable currency mutually agreed upon by the Parties in writing) in immediately available funds to a bank account designated by the Payee in writing to the Payor. For purposes of determining the Service Fees due and payable in U.S. dollars, the exchange rate shall be determined at the date on which such amount is remitted by the Payor, as follows:reported by the Wall Street Journal (or similar or successor publication if the Wall Street Journal is no longer published). (b) If a Payor fails to make a Service Fee payment when due, such Payor shall be required to pay, in addition to any such unpaid amounts, interest on such amounts at (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; Prime Rate, plus two hundred (200) basis points, or (ii) fees if lower, the highest rate of interest permitted by applicable Law at such time, in each case compounded monthly from, and including, the relevant due date through the actual date of payment. (c) Except as set forth in Section 3.04, the Payor shall make all Service Fee payments to the Payee without set-off, deduction, recoupment or withholding of any kind for Year 1 Service Fees or other amounts owed or payable by the Payee or its Affiliates to the Payor or its Affiliates, whether under this Agreement or any other Ancillary Agreement, applicable Law or otherwise. (described in d) All amounts treated for the fee table above) purposes of any VAT as consideration for a Service made pursuant to this Agreement shall be invoiced on exclusive of applicable VAT. Where Payee is required to account for any VAT to a relevant Tax authority, Payor shall, subject to the Effective Date receipt of this Order or the first day of Year 1a valid VAT invoice, whichever is laterpay to Payee (in addition to, and shall be due and payable upon receipt of invoice; (iiiat the same time as, the consideration) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement amount of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceVAT. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 2 contracts

Samples: Transition Services Agreement (SharkNinja, Inc.), Transition Services Agreement (SharkNinja, Inc.)

Payment Terms. 1. All fees for As stated in the initial year New Note, payments of this Order shall be principal and interest are due and payable prior to the maturity date thereof as and when cash is available from or on account of the Collateral to make payments, including as follows: (ia) Set Up fees All LLC or Partnership disbursements (collectively "Subject Disbursements") from or on account of the interests of Borrower and Carlyle 14 in the Partnership and/or the LLC shall be invoiced delivered directly to the Bank by the payor thereof (and may be collected directly by the Bank at any time pursuant to UCC 9318 and 9502 or otherwise) in accordance with this Agreement, the Security Agreements, and any other applicable documentation executed pursuant hereto, whether before or after the occurrence of any Event of Default or default. Additionally, Borrower agrees to deliver to the Bank in kind and in cash (to the extent received in cash) any Subject Disbursements which Borrower receives within five (5) business days of having received such Subject Disbursements. (b) The $300,000 in aggregate annual payments which are payable in monthly installments to Borrower and Carlyle 14 by Mxxxxxx/Txxxxx Partners-Development, Inc. as "Property Manager" on account of management fees (the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above"Management Disbursements") shall be invoiced on delivered directly to the Effective Date of this Order Bank by the payor thereof (and may be collected directly by the Bank at any time pursuant to UCC 9318 and 9502 or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iiiotherwise) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with this Agreement and any other applicable documentation executed pursuant hereto, whether before or after the Master Terms occurrence of any Event of Default or this Order default. Additionally, Borrower agrees to immediately deliver to the Bank in kind and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in cash (to the Special Provisions above, this Order Form shall be renewed automatically for successive periods of extent received in cash) any Management Disbursements which Borrower receives within five (5) years (each a “Renewal Term”) after the expiration business days of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablehaving received such Management Disbursement. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 2 contracts

Samples: Loan Modification Agreement (Carlyle Real Estate LTD Partnership Xv), Loan Modification Agreement (Carlyle Real Estate LTD Partnership Xv)

Payment Terms. 1. All fees for In respect of the initial year Services supplied to USP in terms of this Order shall be due as follows: (i) Set Up fees shall be invoiced on Agreement from time to time, USP undertakes to pay to the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in Service Provider the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced service charges calculated in accordance with the Master Terms or this Order and shall be due and payable upon agreed charges within thirty (30) days of receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate an accurate invoice which must be returned with this Order Form. Otherwiseaccompanied by the required monthly report, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing template provided in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite agreement as well as any accompanying call out reports undertaken in that month. All fees, charges and disbursements are quoted inclusive of VAT. The Service Provider shall within 7 days of the month, in which the Services were rendered, issue USP with an invoice for Customer’s project teamthe relevant month, which is accurate and contains all relevant information as required by law. I understand All invoices shall be accompanied by a service report, signed off by the USP Representative, detailing the Services that were rendered. All payments in terms of or arising out of this Agreement shall be made free of administration costs, bank exchange, commission or any other deduction to the project timeline is a Party thereto; and in accordance to Clause 8.7, neither Party shall have the right to defer, adjust or withhold any payment due to the other in terms of or arising out of this Agreement or to obtain deferment of judgment for such amounts or any execution of such judgment by reason of any set-off or counterclaim of whatsoever nature or howsoever arising. USP will on written request reimburse the Service Provider for special or unusual expenses incurred at the USPs specific request and approved in terms of its internal procurement policy. USP may withhold payment of fees, charges and disbursements that USP disputes in good faith estimate which or, if the disputed fees have already been paid, USP may withhold an equal amount from a later payment, including disputes in respect of an error on an invoice or an amount paid. USP shall within five (5) working days of receipt of the invoice notify the Service Provider in writing that it is dependent on, among other factors, Customer’s ability to meet respective Customer tasks disputing such amount providing a reasonable explanation of the rationale therefore; and deadlinesthe Parties shall promptly first address such dispute in accordance with this Clause.

Appears in 2 contracts

Samples: Service Level Agreement, Service Level Agreement

Payment Terms. 1. All fees for the initial year of this Order (a) The Principal Amount shall be due paid by Borrower to Lender together with interest at the Applicable Interest Rate, subject to the provisions of Section 2.5 hereof, as follows: (i) Set Up fees If this Agreement is dated as of a date other than the first (1st) day of a calendar month, a payment shall be invoiced due from Borrower to Lender on the Effective Closing Date on account of this Order all interest, at the Applicable Interest Rate, scheduled to accrue on the Principal Amount from and after the Closing Date through and including the last day of the current Accrual Period. (ii) On each Monthly Payment Date, Borrower shall make a payment to Lender in the amount of the Monthly Debt Service Payment Amount. Each payment shall be applied first to interest accrued during the Accrual Period immediately preceding the Monthly Payment Date and then to the Principal Amount. The noninterest only portion of Monthly Debt Service Payment Amount required hereunder is based upon a thirty (30) year amortization schedule. (iii) The remaining balance of the Principal Amount, all accrued interest, and all other portions of the Obligations remaining unpaid on the Scheduled Maturity Date shall be due and payable upon receipt on the Scheduled Maturity Date (unless accelerated by Lender or prepaid in accordance with the provisions of invoice; (ii) fees for Year 1 (Section 2.6 hereof, in which case the aforesaid sums described in the fee table abovethis clause (iii) shall be invoiced payable on the Effective Maturity Date of this Order or the first day of Year 1Prepayment Date, whichever is later, and as applicable). (iv) Interest on the Principal Amount (whether at the Applicable Interest Rate or the Default Rate) shall be calculated on the basis of a three hundred sixty (360) day year, based on twelve (12) thirty (30) day months. (b) All payments, whether of principal, interest or otherwise, due hereunder and payable upon receipt of invoice; (iii) fees for each subsequent Year under any of the Initial Term, and for each Renewal Term, Loan Documents shall be invoiced paid by wire transfer of immediately available federal funds to the following account of Xxxxxx, unless otherwise directed by Xxxxxx in writing: 156506983 ABA Number: 026 009 593 Bank Name: Bank of America, NA Beneficiary Account: 385015997014 Beneficiary Name XX Xxxxxx Investment Management Inc AAF Insurance Strategy Funding XXVIII LLC Reference: Project Lightyear JP121960 Any wire transfer received by Lender after 2:00 p.m. New York City time shall be deemed received on the commencement next succeeding Business Day. (c) Unless payments are made in the required amount in immediately available funds at the place where the Note is payable, remittances in payment of such Year all or Renewal Term any part of the Obligations shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by Lender in funds immediately available at the place where the Note is payable (or any other place as applicableLender, in Xxxxxx’s sole discretion, may have established by delivery of written notice thereof to Borrower) and shall be due made and payable upon receipt of invoice. Fees accepted subject to the condition that any check or draft may be handled for any other Services, and for reimbursable expenses, shall be invoiced collection in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration practice of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, collecting bank or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablebanks. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 2 contracts

Samples: Loan Agreement (Wheeler Real Estate Investment Trust, Inc.), Loan Agreement (Wheeler Real Estate Investment Trust, Inc.)

Payment Terms. 1. All fees 7.1 Customer agrees to make full payment for any Product and/or Service on the initial year of this Order shall be due as follows: following milestones: (i) Set Up fees one third (⅓) of the purchase price at the time Customer receives the order confirmation from IDENTEC, (ii) another one third (⅓) upon the handover of the Products to the carrier, (iii) and the final one third (⅓) upon receipt or use of the Products, whatever occurs first. Irrespective thereof, the value added tax (VAT) or sales tax comprised in the amount of the invoice, shall be invoiced paid within thirty (30) days of the date of IDENTEC’s invoice. If bankruptcy proceedings are instituted against the assets of Customer or if an application for bankruptcy proceedings is not granted for insufficiency of assets, deliveries shall only be made against cash in advance. 7.2 Customer agrees to make full payment of invoices on the Effective Date basis of this Order and the payment milestones set forth in clause 7.1 within thirty (30) days of the date of IDENTEC’s invoice. Should Customer’s financial condition become unsatisfactory to IDENTEC or should IDENTEC believe there are other grounds for insecurity, IDENTEC reserves the right to require security that is satisfactory to IDENTEC or take other measures in its reasonable business judgment. In addition to other available remedies, a late payment service charge equal to 1.5% per month, or the maximum charge allowed by applicable law, whichever is lower, shall be assessed on all amounts not paid when due. 7.3 In any case of part settlements, the individual part payments shall fall due and payable upon receipt of the respective invoice; . The same shall apply to amounts invoiced for additional deliveries or resulting from additional agreements beyond the scope of the original Contract, irrespective of the terms of payment agreed upon for the principal delivery. 7.4 Payment shall be made without any discount, cost-free, to IDENTEC’s domicile in the agreed currency. Drafts and checks shall be accepted on account of payment only, with all interest, fees and charges in connection therewith (such as collection and discounting charges) to be borne by Customer. All payments shall be made in US dollars ($). 7.5 Customer shall not be entitled to withhold or offset any payment on the grounds of any warranty claim or other counterclaim, unless such claim or other counterclaim is undisputed or has been established by a competent court of law. 7.6 Payment shall be deemed to have been effective on the date at which the amount in question is at IDENTEC’s disposal. 7.7 In the event of: (i) Customer’s failure to pay for any invoiced Products or Service when due, (ii) fees for Year 1 (described in Customer fails to meet the fee table above) shall be invoiced on the Effective Date terms of this Order or the first day of Year 1payment, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year Customer’s account becomes otherwise delinquent, (iv) Customer’s bankruptcy or insolvency, (v) Customer’s breach of the Initial TermContract with IDENTEC, IDENTEC may, at its option: (a) terminate the Contract or any or all existing agreements in conjunction therewith; (b) refuse to ship or deliver Products or provide Services under the Contract; and/ or (c) avail itself of any other and for each Renewal Termfurther remedies available to it at law or in equity. Customer agrees to pay all cost of collection, shall be invoiced on the commencement of such Year including attorney’s fees, incurred by IDENTEC. 7.8 Discounts or Renewal Term (as applicable) and shall be bonuses are subject Customer’s complete payment in due and payable upon time. 7.9 IDENTEC retains title to all Products delivered by it until receipt of invoice. Fees for any other Servicesall amounts invoiced, including interests and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoicecharges. 2. Unless otherwise specified in 7.10 The Parties allow the Special Provisions above, this Order Form shall be renewed automatically for successive periods use of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, electronic invoicing or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablePDF invoices. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 2 contracts

Samples: General Terms and Conditions, General Terms and Conditions

Payment Terms. 1In consideration for Services, Customer shall pay RN fees, costs, rates and charges as provided in the applicable Customer Order (the “Fees”). All fees In the event that Fees are not specified in a Customer Order, Customer shall pay Fees for relevant Products and/or Services at RN’s then-current rates. Upon delivery of a Product or performing of Services or at milestones as set forth in an applicable Customer Order, RN shall invoice Customer for the initial year Fees then due. Fees may consist of this Order shall be due non-recurring charges (i.e. installation or setup fees) or recurring charges (i.e. monthly, quarterly or annual fees) as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and specified in a Customer Order. Any installation or setup fee shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in prior to the fee table above) Commencement Date. Any recurring charges shall be invoiced in advance for each applicable period. Fees for partial months may be pro-rated. Any deposit or other pre-payment shall be paid prior to the Commencement Date and applied as a credit to the final recurring charges of the respective Customer Order. Unless otherwise set forth on a particular Customer Order, Fees for Products and/or Services shall remain in effect for one (1) year from the Effective Commencement Date of this Order or the first day of Year 1each specific Customer Order. Thereafter, whichever is latersuch Fees shall be subject to change upon sixty (60) days prior written notice to Customer. Except as otherwise set forth in a Customer Order, and invoices shall be due and payable upon receipt of invoice; thirty (iii30) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement days following submission of such Year invoice by RN. In the event of termination of this Agreement or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees any applicable Customer Order, Customer is obligated to pay RN for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms Services or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days expenses incurred prior to the end effective date of the Initial Term such termination, or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice for any Services and/or Products pursuant to any non-terminated Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5Order. Except as otherwise specified set forth in this any applicable Customer Order, Customer shall be responsible for any sales, service, value-added, use, excise, consumption and any other taxes and duties (whether international, national, state or local, however designated), now in force or enacted in the future, related to the Products and/or Services and/or Customer Works and web sites. Unless otherwise agreed by the parties in writing, Fees set forth on any Customer Order shall be exclusive of such taxes. Notwithstanding the foregoing, Customer shall have no obligation to pay income taxes of RN. If a withholding tax applies to any fees are subject for Products and/or Services pursuant to increase this Agreement, Customer may deduct such taxes and pay such taxes to the relevant taxing authority; provided that Customer shall provide RN with an official receipt for such taxes withheld and agrees to notify RN prior to payment, in accordance writing that such withholding tax is required to be paid and Customer shall pay RN any additional amounts to ensure that RN receives the full amount of its invoice. If RN has a legal obligation to pay or collect taxes for which Customer is responsible under this clause, the relevant amount shall be charged to and paid by Customer in addition to the amounts on such invoice, unless Customer provides RN with a valid tax exemption certificate authorized by the applicable provisions appropriate taxing authority. The parties undertake to cooperate, where possible, to minimize the amount of withholding tax due by making advance clearance applications under the relevant double taxation treaties (where applicable) to the relevant tax authority to reduce the rate of withholding tax or exempt entirely this amount if applicable. In any event, Customer shall account for any tax withheld to the tax authorities on a timely basis. Customer’s equipment which is utilized by RN in performance of the Master Terms. By signing belowServices shall not be construed to be fixtures, Finalsite and Customer each agree is responsible for preparing and filing any necessary return with, and paying any and all taxes separately levied or assessed against Customer’s equipment to any governmental, quasi-governmental or tax authorities by the terms date such payments are due. All Fees paid to RN for Products and/or Services shall be non-refundable. Service Level credits shall only be available to Customer, if ever, provided Customer does not owe RN any outstanding Fees and conditions is not in breach or default of this Agreement. Such credits shall only be used to offset future charges for Products and/or Services and may not be sold, converted to cash or transferred to any third party, and shall expire on expiration or termination of the relevant Customer Order and the Master Termsand/or this Agreement. Signature Name If Customer wishes to dispute any RN invoice (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the a “Disputed Invoice”), Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is must submit a good faith estimate which is dependent onclaim, among in writing, regarding the Disputed Invoice with documentation as may reasonably be required to support the claim within sixty (60) days of RN’s submission of the invoice. If Customer does not timely submit such a claim, Customer waives all rights to dispute such invoice and/or claim that it does not owe disputed amounts contained in the invoice and/or seek any set-offs or reimbursements or other factorsamounts of any kind based upon or relating to such invoice. All payments will be in U.S. Dollars. If Customer does not timely pay any invoice(s), Customer will also pay interest on the unpaid amount, from the date due, at the rate of two percent (2%) per month or the highest amount permitted by law, and Customer shall also pay RN any costs of collection (including reasonable attorney’s fees). Customer’s ability obligation to meet respective pay invoiced amounts is absolute and unconditional and not subject to offset, defense or counterclaim. A breach of payment obligations shall be considered a material breach of the Agreement. RN is permitted to suspend Services and/or delivery of Products until default is cured by payment in full. If default is not cured following invoice, RN may terminate the Agreement by written notice to Customer. Upon termination, RN has no further obligation to delivery Products or render Services. No action, suit or proceeding arising out of this Agreement or any Customer tasks and deadlinesOrder or concerning any invoice or other accounting hereunder or to the period of time to which such invoice or accounting relates may be maintained against RN unless commenced within one (1) year after the date such invoice or accounting is delivered to Customer.

Appears in 2 contracts

Samples: Master Products and Services Agreement, Master Products and Services Agreement

Payment Terms. 1. All fees 1.1 The Contractor shall submit to UN-WOMEN an original copy of its invoices for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced all Services supplied to UN-WOMEN in accordance with this Contract, together with such supporting documentation and details as the Master Terms or UN-WOMEN may require. 1.2 Payments under this Order and Contract shall be due and payable upon made to the Contractor thirty (30) days from receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term Contractor’s invoice and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use supporting documentation and other transactional taxes due in connection with certification by UN-WOMEN that the Services or represented by the fees due therefor. 5. Except as invoice have been provided and that the Contractor has otherwise specified performed in this Order, fees are subject to increase in accordance conformity with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order Contract, unless UN-WOMEN disputes the invoice or a portion thereof. All payments due to the Contractor under this Contract shall be made by electronic funds transfer to the Contractor’s bank account, the details of which are set forth in the Contract document above. 1.3 UN-WOMEN may withhold payment in respect of any invoice if it considers that the Contractor has not performed in accordance with the terms and conditions of this Contract or has not provided sufficient documentation in support of the invoice. Where an invoice is disputed in part, UN-WOMEN shall pay the Contractor any undisputed portion, in accordance with Article 1.2 above, and the Master TermsParties shall consult in good faith to promptly resolve outstanding issues. Signature Name Once the dispute has been resolved, UN-WOMEN shall pay the Contractor the relevant amount within thirty (printed30) Title (printed) Date Signature Name (printed) Title (printed) Date As days. The Contractor shall not be entitled to interest on any late payment or any sums payable under this Contract or any accrued interest on payments withheld by UN-WOMEN in connection with a dispute. 1.4 In addition to any rights and remedies available to it, and without prejudice to any other rights or remedies that UN-WOMEN may have under this Contract, UN-WOMEN shall have the Customer Contactright, without prior notice to the Contractor, any such notice being waived by initialing in the Contractor, upon any amounts becoming due and payable hereunder to the Contractor, to set off, against any amount payable by UN-WOMEN under this boxContract, I agree on behalf any payment, indebtedness or other claim owing by the Contractor to UN-WOMEN hereunder or under any other contract or agreement between the Parties. UN-WOMEN shall promptly notify the Contractor of Customer that I have read such set-off and the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand reasons therefore, provided, however, that the project timeline is failure to give such notice shall not affect the validity of such set-off. 1.5 Payments made in accordance with this Article shall constitute a good faith estimate which is dependent on, among other factors, Customercomplete discharge of UN-WOMEN’s ability obligations with respect to meet respective Customer tasks and deadlinesthe relevant invoices or portions thereof. 1.6 The Contractor shall not be entitled to interest on any late payment or any sums payable under this Contract nor any accrued interest on payments withheld by UN-WOMEN in connection with a dispute.

Appears in 2 contracts

Samples: Short Form De Minimis Contract for Services, Short Form De Minimis Contract for Services

Payment Terms. 1Except as provided below, the amount of Liquidated Damages determined in accordance with Section 6(f)(1) shall be paid biweekly in equal installments over fifty-two (52) weeks, and the amount of Liquidated Damages determined in accordance with Section 6(f)(2) shall be paid biweekly in equal installments over one hundred four (104) weeks. Payment of Liquidated Damages shall commence immediately upon Executive’s separation from service. Notwithstanding the foregoing, if Executive is a Specified Employee (as defined below) on the date of Executive’s separation from service (as defined below) (the “Severance Date”), to the extent that Executive is entitled to receive any benefit or payment upon such separation from service under this Agreement that constitutes deferred compensation within the meaning of Section 409A of the Code before the date that is six (6) months after the Severance Date, such benefits or payments shall not be provided or paid to Executive on the date otherwise required to be provided or paid. Instead, all such amounts shall be accumulated and paid in a single lump sum to Executive on the first business day after the date that is six (6) months after the Severance Date (or, if earlier, within fifteen (15) days following Executive’s date of death). If Executive is required to pay for a benefit that is otherwise required to be provided by the Company under this Agreement by reason of this paragraph, Executive shall be entitled to reimbursement for such payments on the first business day after the date that is six (6) months after the Severance Date (or, if earlier, within fifteen (15) days following Executive’s date of death). All fees for benefits or payments otherwise required to be provided or paid on or after the initial year of date that is six (6) months after the Severance Date shall not be affected by this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order paragraph and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order provided or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced paid in accordance with the Master Terms payment schedule applicable to such benefit or payment under this Order Agreement. It is intended that each installment under this Agreement be regarded as a separate “payment” for purposes of Section 409A of the Code. This paragraph is intended to comply with the requirements of Section 409A(a)(2)(B)(i) of the Code. In the event that any of the payments herein that relate to a Change of Control implicate Internal Revenue Code Sections 280G and 4999, then the executive shall be due and payable upon receipt entitled to a reduced payment that would avoid imposition of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods any loss of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice tax deduction to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order employer under Section 280G and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As imposition of excise tax on the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesExecutive under Section 4999.

Appears in 2 contracts

Samples: Employment Agreement (Sykes Enterprises Inc), Employment Agreement (Sykes Enterprises Inc)

Payment Terms. 1Unless otherwise stated in an Ordering Document, Customer shall pay all Subscription fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) within thirty (30) days of Customer’s receipt of NEOED’s invoice. All fees for the initial year of this Order shall be due as follows: (i) Set Up fees Fees shall be invoiced annually in advance and in a single invoice for each Term. Invoices shall be delivered to the stated “Xxxx To” party on the Effective Date Ordering Document. Unless explicitly provided otherwise, once placed the Ordering Document is non-cancellable and sums paid nonrefundable. Subscription Fees are based upon the Customer’s employee count. Customer shall not exceed the employee amount its Subscription Fees are based off of this Order unless applicable supplemental Subscription Fees are paid. The Term for the Services is a continuous and shall be due and payable upon receipt non-divisible commitment for the full duration regardless of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date any invoice schedule. The purchase of this Order or the first day of Year 1, whichever any Service is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service. If Customer issues a purchase order, and for reimbursable expenses, then it shall be invoiced in accordance with for the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified full amount set forth in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, applicable NEOED invoice or AIT provides Client, Ordering Document. Failure to provide NEOED with a written notice to the contrary ninety (90) days prior to the end corresponding purchase order shall not relieve Customer of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5payment obligations. Except as otherwise specified specifically stated in the Ordering Document, NEOED may change the charges for the Services with effect from the start of each Renewal Term by giving Customer at least thirty (30) day notice prior to commencement of a Renewal Term. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this OrderAgreement, fees are subject to increase in accordance except those taxes imposed or based on NEOED’s net income or those exempt by applicable state law. Customer shall provide NEOED with the applicable provisions a certificate or other evidence of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions such exemption with ten (10) days of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for CustomerNEOED’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesrequest therefor.

Appears in 2 contracts

Samples: Neoed Services Agreement, Neoed Services Agreement

Payment Terms. 1Unless otherwise stated in an Ordering Document, Customer shall pay all Subscription fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) within thirty (30) days of Customer’s receipt of NEOED’s invoice. All fees for the initial year of this Order shall be due as follows: (i) Set Up fees Fees shall be invoiced annually in advance and in a single invoice for each Term. Invoices shall be delivered to the stated “Bill To” party on the Effective Date Ordering Document. Unless explicitly provided otherwise, once placed the Ordering Document is non-cancellable and sums paid nonrefundable. Subscription Fees are based upon the Customer’s employee count. Customer shall not exceed the employee amount its Subscription Fees are based off of this Order unless applicable supplemental Subscription Fees are paid. The Term for the Services is a continuous and shall be due and payable upon receipt non-divisible commitment for the full duration regardless of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date any invoice schedule. The purchase of this Order or the first day of Year 1, whichever any Service is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service. If Customer issues a purchase order, and for reimbursable expenses, then it shall be invoiced in accordance with for the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified full amount set forth in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, applicable NEOED invoice or AIT provides Client, Ordering Document. Failure to provide NEOED with a written notice to the contrary ninety (90) days prior to the end corresponding purchase order shall not relieve Customer of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5payment obligations. Except as otherwise specified specifically stated in the Ordering Document, NEOED may change the charges for the Services with effect from the start of each Renewal Term by giving Customer at least thirty (30) day notice prior to commencement of a Renewal Term. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this OrderAgreement, fees are subject to increase in accordance except those taxes imposed or based on NEOED’s net income or those exempt by applicable state law. Customer shall provide NEOED with the applicable provisions a certificate or other evidence of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions such exemption with ten (10) days of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for CustomerNEOED’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesrequest therefor.

Appears in 2 contracts

Samples: Neoed Services Agreement, Neoed Services Agreement

Payment Terms. 1. All fees for a) The Client shall pay JBi the initial year Fees in respect of this Order shall be due each phase of the Project as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described detailed in the fee table above) shall be invoiced on Specification, subject to delivery to the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year reasonable satisfaction of the Initial Term, Client of all Deliverables required to be provided by that phase and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced to receiving an invoice from JBi in accordance with the Master Terms or Specification. The Fees shall include any monthly management retainer fee, and any other fees set out in the Specification. The Client shall also reimburse JBi for all expenses incurred in relation to the Project as expressly set out in the Specification, provided the same are accompanied by reasonable documentation evidence and copy invoices. b) Unless agreed and detailed in the Specification, all Fees and expenses payable under this Order and Agreement shall be due invoiced and payable upon receipt of invoicepaid in pounds sterling. 2. Unless c) The Client will pay JBi’s invoices for the Fee within 30 (thirty) calendar days or otherwise specified as detailed in the Special Provisions aboveSpecification. d) If the Client requests that the Services will be provided outside of the Territory, this Order Form or that JBi provides services that are outside of the scope of the Services set out in the Specification (by way of example only, where there is a material amendment to the Specification), JBi may charge further fees for any such additional work. Any such additional fee shall be renewed automatically for successive periods subject to the Client’s prior Written Approval. a) JBi will invoice the Client in respect of (5) years (each a “Renewal Term”) after third party costs which have been given Written Approval and which are incurred by JBi in performing the expiration Services, and the Client shall pay JBi’s invoices in respect of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Clientsuch costs immediately upon presentation, with a written notice 15% handling fee. For the purposes of clarity JBi will not levy a handling fee on 3rd party expenses paid directly by the Client. JBi shall not pay any third party supplier costs until it has first received payment from the Client in respect of the same. The Client acknowledges that it shall be liable for any interest, penalties, charges, delay or other losses incurred as a result of any failure to pay the third party supplier costs when due, so long as JBi provides the Client with third party supplier costs within reasonable timescales. b) Unless expressly stated otherwise in the Specification, the Client shall reimburse to JBi all travelling, accommodation and subsistence expenses reasonably incurred by JBi personnel and personnel of JBi’s suppliers which are incurred in providing the Services, subject to prior approval by the Client. c) The cost to JBi of materials or services purchased overseas for the Deliverables may be more or less than the cost anticipated at the date when JBi ordered the relevant materials or services (or obtained the Client’s Written Approval for such costs), as a result of fluctuations in the rate of currency exchange. If so, JBi will charge the Client at the rate of currency exchange in operation on the date JBi pays for the relevant materials or services, which shall be deemed to be the closing mid-point rate in London for that day as subsequently quoted in the next published edition of The Financial Times. d) Each party shall pay all monies which are payable by it to the contrary ninety (90other without any right of set-off, abatement or withholding in respect of monies which are due to it or alleged to be due to it from the other party, except any withholding which may be required by law in relation to any tax, in which case the Client: i) days prior shall ensure that the Fees payable to JBi are grossed up so that the withholding does not reduce the Fees payable to JBi; ii) shall account in full for the tax to the end relevant taxation or other competent authority on or before its due date; iii) shall furnish to JBi on or before such due date an official receipt of the Initial Term relevant taxation or Renewal Term, as applicableother competent authority for the tax. 3. Unless otherwise specifiede) Where a surcharge is levied by a supplier against JBi due to late payment and this results from late payment by the Client, all dollars ($) are United States currencythe Client shall immediately reimburse to JBi the amount of such surcharge, together with any accrued interest charged by the supplier in respect of the overdue amount. 4. Sales/VAT Tax: If applicablea) All fees are exclusive of VAT, unless expressly stated otherwise, at the rate prevailing from time to time. b) The Client will be liable to pay interest on any overdue amount at the annual rate stipulated by the Late Payment of Commercial Debts (Interest) Act 1998, which interest shall accrue on a copy daily basis from the date payment becomes due until the date that JBi has received payment of Customer’s Sales/VAT Tax Direct Pay Certificate the overdue amount together with all accrued interest. c) JBi may suspend Services where the Client is overdue in paying the Fees or its Sales/VAT Tax Exemption Certificate must other costs set out in this Agreement, and shall not be returned with this Order Form. Otherwise, Finalsite will invoice Customer liable for applicable sales, use and other transactional taxes due in connection with any delay caused to the Services or the fees due thereforas a result of such suspension. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 2 contracts

Samples: Digital Services Agreement, Digital Services Agreement

Payment Terms. 1(a) Unless otherwise specified in Exhibit A, Provider (or its applicable Affiliate in accordance with this Section 3.3) shall invoice Recipient for the Service Fee for each of the Services provided, plus the Cost-Plus Charge, and, if applicable, any Service Costs, Set-Up Costs, Service Exit Costs or Early Termination Costs incurred and required to be paid hereunder on a monthly basis in arrears by the 20th day of the month (or where the 20th day of the month is not a Business Day, by the last Business Day preceding the 20th of the month) following the month in which the applicable Services were provided or the applicable Service Costs, Set-Up Costs, Service Exit Costs or Early Termination Costs were incurred (provided that to the extent any such costs are incurred in a month and not reflected in such initial invoice applicable to such month, such costs may be reflected in a subsequent invoice issued with respect to the next three (3) calendar months following the date of such initial invoice or, with Recipient’s consent (not to be unreasonably withheld, conditioned, or delayed), in a subsequent invoice; provided, further, that in no event shall Recipient be required to pay any such costs invoiced more than eighteen (18) months after such costs were incurred or twelve (12) months following the expiration of the Term). Recipient shall pay Provider (or such applicable Affiliate) all amounts due (other than amounts permitted to be withheld in accordance with this Section 3.3(a)) on or prior to the last day of the calendar month following the month in which Recipient receives the applicable invoice. All fees for the initial year of this Order such invoices shall be due in substantially the form set forth in the Operating Manual or such form as followsotherwise agreed between the Parties, and shall be delivered to Recipient (or its applicable Affiliate) at the address designated by Recipient (or its applicable Affiliate) by written notice to Provider. Any correspondence or payments concerning such invoices shall be made to Provider (or its applicable Affiliate) at the address designated by Provider (or its applicable Affiliate) by written notice to Recipient. Any Dispute regarding invoiced amounts shall be resolved in accordance with Article VIII; provided that Recipient (x) may withhold payment on any invoice to the extent it is disputing in good faith, pending resolution of such Dispute, an amount in such invoice that (i) represents more than [***] of the amount set forth on the applicable invoice, or (ii) represents [***] or less of the amount set forth on the applicable invoice if the cumulative aggregate outstanding amount of such disputed amounts referred to in this sub Section (ii) exceeds [***]), and (y) shall pay the full invoiced amount pending resolution of its Dispute of an invoiced amount that is less than the amount required in sub Section (x). Notwithstanding anything to the contrary in this Agreement, Provider may at any time withdraw an invoice for which Recipient is or has been withholding payment in accordance with sub Section (x) and submit a replacement invoice to ensure Recipient’s payment of all undisputed amounts without undue delay. There shall be no right of set-off or counterclaim with respect to any claim, debt or obligation against payments to Provider or any Provider Affiliate under this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, in addition to anything required by applicable Laws: (i) Set Up fees with respect to all Services provided by U.S. Provider or a U.S. Affiliate of U.S. Provider to U.S. Recipient or any other U.S. Affiliate of Recipient, U.S. Provider shall be issue all invoices to U.S. Recipient in USD and U.S. Recipient shall make all such invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; payments to U.S. Provider in USD; (ii) fees for Year 1 with respect to all Services provided by U.S. Provider or a U.S. Affiliate of Provider to Recipient (described or Recipient on behalf of a Non-U.S. Affiliate of Recipient), U.S. Provider shall issue all invoices to Recipient in USD (unlesss otherwise agreed by the fee table parties) and Recipient shall make all such invoiced payments to U.S. Provider in USD (unlesss otherwise agreed by the parties); (iii) with respect to all Services provided by Provider or any other Non-U.S. Affiliate of Provider to U.S. Recipient or any other U.S. Affiliate of Recipient, Provider shall issue all invoices to U.S. Recipient and U.S. Recipient shall make all such invoiced payments to Provider; and (iv) with respect to all Services provided by Provider or any other Non-U.S. Affiliate of Provider to Recipient (or Recipient on behalf of Recipient or a Non-U.S. Affiliate of Recipient), Provider shall issue all invoices to Recipient and Recipient shall make all such invoiced payments to Provider; provided, that, notwithstanding sub Sections (i) through (iv) above, any Affiliate of Provider that is providing any (or part of any) Services in accordance with an LCA under Section 10.17 shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is laterissue all invoices for, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Termreceive all payments with respect to, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, such issued invoices shall be provided to, and all such invoiced payments shall be made by, the applicable Affiliate of Recipient that is party to such LCA; provided, further, that all invoicing and payment obligations set forth in sub Sections (i) through (iv) above shall be made in accordance with Section 3.3(a) as if the Master Terms applicable Affiliates of Provider and Recipient, respectively, that are referenced in this Section 3.3(b) were referenced in Section 3.3(a) in place of Provider and Recipient, as the context requires. (c) Unless expressly stated otherwise in this Agreement or an LCA, all invoices and payments under this Order and Agreement shall be due and payable upon receipt in pounds sterling. For the purposes of invoice. 2. Unless otherwise specified converting any amounts into pounds sterling, such amounts shall be converted from the functional currency used in the Special Provisions aboveLCA to pounds sterling using the GSK Group consolidation system (BISON) cumulative average exchange rate for any payments invoiced by Provider, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master TermsHaleon Group consolidation system cumulative average exchange rate (or such other external exchange rate as used by the Haleon Group) for any payments invoiced by Recipient. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As The Parties shall apply such exchange rate in the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesmonth where such cost was incurred.

Appears in 2 contracts

Samples: Transition Services Agreement (Haleon PLC), Transition Services Agreement (Haleon PLC)

Payment Terms. 1. All fees for the initial year of this Order shall be due as follows: Payment (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless U.S. dollars unless otherwise specified in the Special Provisions aboveAward Letter) is due within ten (10) days after the receipt of invoice or receipt of the shipping documents associated with the Products within a shipment specified in the P.O., this Order Form whichever is later (“Payment Due Date”), unless Sun notifies Supplier prior to the Payment Due Date that such Products are defective or nonconforming in any manner. Sun shall not be renewed automatically required to pay the disputed portion of any invoice, pending resolution of that dispute; provided, however that notice of the dispute has been forwarded to Supplier prior to the Payment Due Date. Payment of an invoice does not constitute acceptance of Products. Upon prior notification (which notification will include information as to the nature of the adjustment) to Supplier and Supplier’s agreement which shall not be unreasonably withheld, invoices will be subject to adjustment for successive periods of errors, shortages and/or rejected Products. If Supplier fails to respond to Sun’s notification within five (5) years days, such notification and Sun’s adjustment shall be deemed to have been accepted by Supplier. Supplier will provide Sun with a credit memo within thirty (each a “Renewal Term”30) days after the expiration Sun’s return of the Initial Term Products (“Credit Payment Due Date”). Upon prior notification to Supplier and Supplier’s agreement which shall not be unreasonably withheld, the amount of all good faith claims for monies due to Sun by Supplier relating to Products may be deducted by Sun from Supplier’s outstanding invoices under this Agreement. However, Supplier shal not be required to pay a disputed portion of any subsequent Renewal Termclaim, unless Client provides AITpending resolution of that dispute; provided, or AIT provides Client, with a written notice however that Notice of the dispute has been forwarded to the contrary ninety (90) days Sun prior to the end of Credit Payment Due Date. The information on Supplier’s invoices shall include the Initial Term or Renewal Termfollowing: P.O. number, as Sun part number(s), quantities, unit value and settlement currency, and freight charges (if applicable. 3), each stated separately. Unless otherwise specifiedWith respect to all U.S. imports, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customerthe information provided on Supplier’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree shall conform to the terms requirements of all federal laws and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesregulations.

Appears in 2 contracts

Samples: Master External Manufacturing Agreement, Master External Manufacturing Agreement (Synnex Corp)

Payment Terms. 1. All fees for (a) From and after the initial year Effective Time, the Parent shall not be permitted to issue any CVRs that have the right to receive any portion of this Order shall be due the Milestone Payments, except as follows:provided in, and in accordance with the terms and conditions of, the Merger Agreement. (b) On each Milestone Payment Date, (i) Set Up fees shall the Parent shall: (A) deliver to the Rights Agent a certificate of the Parent certifying the applicable Per Share Milestone Payment; (B) pay to the Rights Agent, by wire transfer to the account designated by the Rights Agent at least five (5) Business Days prior to such Milestone Payment Date, the aggregate amount to be invoiced on paid by the Effective Date Rights Agent to holders of this Order and shall be due and payable upon receipt CVRs received with respect to Shares pursuant to Section 2.4(b)(ii); (C) pay to the Rights Agent, by wire transfer to the account designated by the Rights Agent at least five (5) Business Days prior to such Milestone Payment Date, the aggregate amount of invoiceany Derivative Payment associated with the Milestone Payment Date; and (ii) fees for Year 1 the Rights Agent shall promptly (described but in the fee table aboveany event within two (2) shall be invoiced on the Effective Date Business Days) pay to (A) each Holder of this Order or the first day of Year 1record, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year as of the Initial Termclose of business in New York City, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term three (as applicable3) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days Business Days prior to the end Milestone Payment Date (the “Record Date”), of CVRs received with respect to the Shares, an amount equal to the product of (i) the applicable Per Share Milestone Payment multiplied by (ii) the number of CVRs held by each such Holder as of the Initial Term or Renewal TermRecord Date, and (B) each intended recipient of any applicable Derivative Payment (as applicableexpressly set forth on Appendix 1 attached hereto) the applicable portion of such Derivative Payment. Notwithstanding the foregoing, in no event shall the Parent be required to pay any Milestone Payment more than once. 3. Unless otherwise specified, all dollars ($c) are United States currencyNo interest or dividends shall accrue on any amounts payable in respect of the CVRs. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. (d) Except as otherwise specified provided in this OrderCVR Agreement, fees are subject to increase in accordance with the applicable provisions none of the Master Terms. By signing below, Finalsite and Customer each agree Company or any of its Affiliates shall have any right to set off any amounts owed or claimed to be owed by any Holder to any of them against such Holder’s Milestone Payment or other amount payable to such Holder in respect of the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesCVRs.

Appears in 2 contracts

Samples: Merger Agreement (Zevra Therapeutics, Inc.), Merger Agreement (Acer Therapeutics Inc.)

Payment Terms. 1. All fees Unless otherwise mutually agreed by the parties, all orders for the initial year of this Order shall be due as follows: (i) Set Up fees Products shall be invoiced by Supplier on the Effective Date of this Order and date shipped. Cardinal shall be due and payable upon receipt of invoice; (ii) fees pay Supplier’s invoices for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced Products in accordance with the Master Terms due dates specified therein, provided that such payment terms shall [***]. In the event that a due date fall son a Saturday, Sunday or this Order a federal holiday, Cardinal may make payment on the next business day and shall still be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice entitled to the contrary ninety cash discount. Notwithstanding the foregoing, Cardinal shall not be required to remit payment to Supplier during any period of time in which Supplier carries a commercially unreasonable debt balance with Cardinal (90i.e., the total undisputed amount Supplier owes to Cardinal as the result of chargebacks, product returns or any other transaction involving the Products exceeds the undisputed amounts Cardinal owes to Supplier for invoiced Product purchases). Releasing payment for delivery to Supplier, whether through electronic means or the mail, constitutes making payment. If Supplier establishes so-called “credit limits” for Cardinal’s purchases, Supplier shall (a) promptly following the establishment of such limits and in any event not less than ten (10) business days prior to the end cutting back orders or otherwise acting upon such limits, give Cardinal notice of the Initial Term or Renewal Termestablishment of such limits, and (b) consult in good faith with Cardinal as applicable. 3. Unless otherwise specifiedto the appropriateness of such limits in light of Cardinal’s overall creditworthiness, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicablesales growth rate, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes relevant factors. If Cardinal notifies Supplier that Supplier is carrying a debt balance, Supplier shall remit payments for such amounts to Cardinal by check or wire transfer until such time that Cardinal notifies Supplier that the debt balance has been eliminated; provided, however, that prior to requesting payment, Cardinal and Supplier will work together to eliminate the Debt Balance through other means, including but not limited to, purchasing additional inventory, in order to eliminate and/or reduce the negative financial impact to Supplier. Supplier shall, promptly following Cardinal’s requests made from time to time during the term of this Agreement, provide Cardinal with Supplier’s most recent year-end consolidated financial statements and quarterly year-to-date updates to such financial statements. Cardinal retains the right to withhold payments, setoff amounts owed to Supplier against amounts owed to Cardinal, request a chargeback advance and/or cease its purchase relationship with Supplier based upon (a) Cardinal not receiving payment for amounts owed to it under this Agreement, or (b) Other credit considerations deemed relevant by Cardinal. With respect to Cardinal’s right of set-oft Cardinal and its affiliates, parent or related entities, collectively or individually, may exercise a right of set-off against any and all amounts due Supplier, without in connection any way limiting its rights under law or in equity. For purposes of this provision, Cardinal, its affiliates, parent and related entities dial be deemed to be a single creditor. *** Certain information on this page has been omitted and filed separately with the Services or the fees due therefor. 5Commission. Except as otherwise specified in this Order, fees are subject to increase in accordance Confidential treatment has been requested with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree respect to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesomitted portions.

Appears in 2 contracts

Samples: Wholesale Purchase Agreement, Wholesale Purchase Agreement (Zogenix, Inc.)

Payment Terms. 1. All fees for As stated in the initial year New Note, payments of this Order shall be principal and interest are due and payable prior to the maturity date thereof as and when cash is available from or on account of the Collateral to make payments, including as follows: (ia) Set Up fees All LLC or Partnership disbursements (collectively "Subject Disbursements") from or on account of the interests of Borrower and Carlyle 15 in the Partnership and/or the LLC shall be invoiced delivered directly to the Bank by the payor thereof (and may be collected directly by the Bank at any time pursuant to UCC 9318 and 9502 or otherwise) in accordance with this Agreement, the Security Agreements, and any other applicable documentation executed pursuant hereto, whether before or after the occurrence of any Event of Default or default. Additionally, Borrower agrees to deliver to the Bank in kind and in cash (to the extent received in cash) any Subject Disbursements which Borrower receives within five (5) business days of having received such Subject Disbursements. (b) The $300,000 in aggregate annual payments which are payable in monthly installments to Borrower and Carlyle 15 by Mxxxxxx/Txxxxx Partners-Development, Inc. as "Property Manager" on account of management fees (the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above"Management Disbursements") shall be invoiced on delivered directly to the Effective Date of this Order Bank by the payor thereof (and may be collected directly by the Bank at any time pursuant to UCC 9318 and 9502 or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iiiotherwise) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with this Agreement and any other applicable documentation executed pursuant hereto, whether before or after the Master Terms occurrence of any Event of Default or this Order default. Additionally, Borrower agrees to immediately deliver to the Bank in kind and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in cash (to the Special Provisions above, this Order Form shall be renewed automatically for successive periods of extent received in cash) any Management Disbursements which Borrower receives within five (5) years (each a “Renewal Term”) after the expiration business days of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablehaving received such Management Disbursement. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 2 contracts

Samples: Loan Modification Agreement (Carlyle Real Estate LTD Partnership Xiv /Il/), Loan Modification Agreement (Carlyle Real Estate LTD Partnership Xiv /Il/)

Payment Terms. 1. 11.1 All fees for the initial year of invoices due under this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and Agreement shall be due and payable upon receipt *** from the date of invoice; (ii) , subject to continuing credit approval by Fine Pitch and provision of current financial statements within *** following the end of each calendar month. * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 11.2 Undisputed invoices that are not paid in full by the due date accrue interest at the rate of *** per month until paid in full. 11.3 Currency will be in U.S. Dollars unless specifically negotiated and reflected in an addendum to this Agreement. 11.4 Prices are exclusive of all Taxes, duties, customs or similar charges and are subject to an increase equal in amount to any charge Fine Pitch may be required to collect or pay upon shipment of the Product. Prices are inclusive of all other charges including any charges for labeling, packaging and crating, any finishing or inspecting fees for Year 1 (described in the fee table above) which would include QA/QC/OOBA), but exclude freight charges which shall be invoiced a separate line item on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified 11.5 Until the purchase price and all other charges payable to Fine Pitch have been received in full, Fine Pitch retains, and Customer grants to Fine Pitch, a security interest in the Special Provisions aboveProducts delivered to and in the possession of Customer, this Order Form or any proceeds from the sale of Products delivered to Customer and thereafter sold. 11.6 If Customer fails to make timely payments on the terms set forth herein, satisfy credit requirements, or provide financial information as required herein, it shall be renewed automatically for successive periods deemed a material breach of (5) years (each a “Renewal Term”) after this Agreement. In this event, Fine Pitch may, in addition to any other rights and remedies provided at law or in equity, suspend its performance under the expiration Agreement and withhold shipment of Products, refuse to accept further orders, change credit and payment terms, request other assurances and/or take any other action that Fine Pitch, in its sole discretion, deems appropriate. In the Initial Term event Customer does not cure the material breach within *** or make alternative arrangements satisfactory to Fine Pitch, Fine Pitch may terminate this Agreement and exercise any subsequent Renewal Term, unless Client provides AIT, and all rights and remedies provided at law or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term in equity or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.Agreement

Appears in 2 contracts

Samples: Manufacturing Services Agreement, Manufacturing Services Agreement (Data Domain, Inc.)

Payment Terms. 1. All fees for (a) After receipt of a notice of the initial year achievement of this Order a Milestone, Licensor shall submit an Invoice to Novartis with respect to the corresponding Milestone Payment, provided that no such Invoice shall be due as follows: (i) Set Up fees shall be invoiced on submitted prior to the Effective Date of this Order and Date. Novartis shall be due and payable upon make the Milestone Payment within [***] after receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2(b) Within [***] after each Calendar Quarter during the Term following the First Commercial Sale of a Product, Novartis will provide to Licensor a Sales & Royalty Report. Licensor shall submit an Invoice to Novartis with respect to the royalty amount owed for such Calendar Quarter. Novartis shall pay such royalty amount within [***] after receipt of the Invoice. (c) Each Party (the “Payee”) shall provide to the other Party (the “Payor”) an Invoice for all amounts due to it under this Agreement. Unless otherwise specified noted, payments on such Invoices shall be made to the Payee within [***] of the Payor’s receipt of the applicable Invoice. (d) All payments from Novartis to Licensor shall be made by wire transfer in USD to the credit of such bank account as may be designated by Licensor in this Agreement or in writing to Novartis. Any payment which falls due on a date which is not a Business Day in the Special Provisions abovelocation from which the payment will be made may be made on the next succeeding Business Day in such location. (e) If Payor fails to pay any payment under this Agreement by the date when such payment is due, this Order Form then, without limiting any other right or remedy of Payee, such late payment shall be renewed automatically for successive periods paid together with interest thereon at an annual rate (but with interest accruing on a daily basis) of [***] above the [***] of [***] rate from the date on which such payment was originally due until the date of payment (5) years (each a “Renewal Term”) provided, that, such rate shall not exceed the rate permissible under applicable Law).. Interest shall not accrue on undisputed amounts that were paid after the expiration due date solely as a result of the Initial Term and mistaken Licensor actions (e.g., if a payment is late as a result of Licensor or any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end if its Affiliates providing an incorrect account for receipt of the Initial Term or Renewal Term, as applicablepayment). 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 2 contracts

Samples: License and Collaboration Agreement (Molecular Partners Ag), License and Collaboration Agreement (Molecular Partners Ag)

Payment Terms. 1Unless otherwise provided in the Principal Terms, all sales shall be on a cash in advance or irrevocable letter of credit basis. All fees for letters of credit procured by the initial year BUYER in favor of this Order the SELLER shall be due as follows: in form and substance acceptable to the SELLER and issued only by a bank acceptable to the SELLER. Payment to the SELLER for all sales of Marine Fuel and all charges related thereto (i) Set Up fees shall be invoiced on the Effective Date of this Order including without limitation, delivery and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1any additional charges), whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Termif any, shall be invoiced made in full, without any right of set-off, discount or deduction. Payment shall be made in U.S. dollars by means of telegraphic transfer to the bank identified in the Principal Terms or in the SELLER’s invoice, as the case my be, for deposit to the SELLER’s account as specified therein. Such transfer shall quote the SELLER’s invoice or order number, the BUYER’s name, the Vessel supplied and the SELLER’s account number to which funds shall be deposited. If the SELLER has extended credit to the BUYER, and if the applicable credit period expires on a Saturday, Sunday or any other day when the commencement SELLER’s bank is closed for business, then the BUYER shall arrange for the payment in question to be made within such shorter period as will enable the payment to have been made by the last day within the applicable credit period when the SELLER’s bank was open for business. Delivery documents may be provided to the BUYER at its request, but payment shall not be conditioned upon the BUYER'’ receipt of such Year documents. Notwithstanding any disputes regarding quality, quantity or Renewal Term (as applicable) other matter, the BUYER must initially pay the full amount due, and any disputes shall be due resolved between the parties after such payment has been made. SELLER may at any time, in its sole and payable upon receipt of invoice. Fees for absolute discretion, cancel any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms existing credit line granted to BUYER or this Order and shall be due and payable upon receipt of invoicerefuse to extend credit to BUYER without notice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 2 contracts

Samples: Terms and Conditions of Sale, Terms and Conditions of Sale

Payment Terms. 1Owner shall make payment in accordance with Exhibit B and this Section 8. All fees Delta-T shall submit Applications for Payment in the form set forth at Exhibit B. Owner shall, through Owner's Representative, sign the Certificate for Payment set forth on the Application for Payment for the initial year full payment applied for, unless it believes that all or any part of this Order shall be due as follows: (i) Set Up fees shall be invoiced on such amount is not then due. If Owner believes all or part of the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described amount requested in the fee table above) Application for Payment is not then due, Owner shall amend the Certificate for Payment contained therein by indicating the amount, if any, that it believes to be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is laterdue, and shall be due sign the certificate as amended and payable upon deliver the certificate, together with written notice of Owner's reasons for certifying less than the whole amount of applied for. Owner or Owner's construction lender shall wire transfer, in immediately available funds, all amounts for which it has issued certificates, within the time set forth in Exhibit B, and if no time is indicated thereon, within thirty (30) days of the date of its receipt of invoice; (iii) fees the Application for each subsequent Year Payment, to a bank account to be selected by Delta-T, at its sole discretion. Owner's payment shall constitute a Certificate for Payment if the Certificate for Payment form is not executed by Owner. If Owner does not certify payment in the amount of the Initial TermApplication, and Delta-T and Owner cannot agree on a revised amount within fifteen (15) days of the date of the Certificate for each Renewal TermPayment for less than the full amount, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees then either Party may request a demand for any other Services, and for reimbursable expenses, shall be invoiced arbitration in accordance with Section 18. In any case, when the Master Terms reasons stated by Owner for withholding payment of any amount for which an application has been made are removed, in whole or in part, Owner shall immediately issue a Certificate for Payment for the amount withheld and make payment, via wire transfer as described in this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions aboveSection 8.2, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableamount so certified. . 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 2 contracts

Samples: Engineering, Procurement and Construction Services Fixed Price Contract (Nedak Ethanol, LLC), Engineering, Procurement and Construction Services Contract (Nedak Ethanol, LLC)

Payment Terms. 116.1 Supplier shall render invoices to Sycamore for all Products provided and Services performed under this Agreement [ * ] of Products to Sycamore or its customer, or Sycamore’s acceptance of Non-Recurring Manufacturing Services, as applicable. All fees for Supplier shall send invoices to Sycamore Networks, Inc., Attention: Accounts Payable, at the initial year address specified on Sycamore’s Purchase Order. 16.2 Sycamore shall pay Supplier [ * ] Days [ * ] from date of this Order accurate invoice. Sycamore shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date entitled to a [ * ] from date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of an accurate invoice. Fees for any other Services, and for reimbursable expenses, Supplier shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt pay Sycamore [ * ] Days [ * ] from date of accurate invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form 16.3 Supplier’s Invoices shall be renewed automatically in writing and shall contain at least the following information: • Sycamore’s Purchase Order Number, • Sycamore’s Part Number and Revision Level, • Quantity of Products or Services, • Unit Price of Products or Services, • Extended Price, • F.O.B. point • Delivery location • Applicable freight and insurance charges reflected as separate line items • Date of invoice and date of shipment All amounts due are payable to Supplier at its address specified herein or at such other place as Supplier may hereafter designate in writing to Sycamore. 16.4 [ * ] shall pay for successive periods of (5) years (each a “Renewal Term”) after those taxes imposed by any jurisdiction where Supplier assembles, tests, inspects, packages and/or manufactures Sycamore’s goods and which are directly imposed upon the expiration of the Initial Term goods or services provided by Supplier to Sycamore before title passes to Sycamore. [ * ] will be solely responsible for and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Termwill pay [ * ], as applicablethe case may be) for all taxes, including sales taxes (if the item is not for resale), value-added taxes, duties or other governmental or regulatory charges in any country, resulting from the transfer from Supplier to Sycamore of title to Products, except for any income, corporate or other related taxes based upon [ * ] income or property for which [ * ] is directly liable. 3. Unless otherwise specified, all dollars ($) are United States currency16.5 Supplier accepts the credit liability of any Purchase Order once it is accepted and cannot request Sycamore to pay down any credit amount after such acceptance. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 2 contracts

Samples: Manufacturing Services Agreement (Sycamore Networks Inc), Manufacturing Services Agreement (Sycamore Networks Inc)

Payment Terms. 1. All fees for a. Absent any provision to the initial year contrary, District shall not be obligated to make any payment (whether a Progress Payment or Final Payment) to Vendor hereunder if any one or more of this Order shall be due as followsthe following conditions precedent exist: (i1) Set Up fees shall be invoiced on the Effective Date of Vendor is in breach or default under this Order and shall be due and payable upon receipt of invoice; Agreement; (ii2) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement Any part of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced payment is attributable to Work which is not performed in accordance with the Master Terms or this Order and Agreement; provided, however, such payment shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice made as to the contrary ninety (90) days prior part thereof attributable to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned Work which is performed in accordance with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and Agreement; (3) Vendor has failed to make payments promptly to its sub-vendors or sub-contractors or other transactional taxes due third parties used in connection with the Services Work for which District has made payment to Vendor; or b. No partial payment made hereunder shall be construed to be final acceptance or approval of that part of the fees due thereforWork to which such partial payment relates nor shall it relieve Vendor of any of its obligations hereunder with respect thereto. 5c. Vendor shall promptly pay all bills for labor and/or material performed and furnished by others in connection with the performance of the Work. d. Vendor shall maintain on a current basis complete books and records relating to this Agreement. Except as otherwise specified Such records shall include, but not be limited to, documents supporting all bids, income and expenditures. The books and records shall be original entry books with a general ledger itemizing all debits and credits for the work on this Agreement. In addition, Vendor shall maintain detailed payroll record including all subsistence, travel and field expenses, canceled checks and receipts and invoices for all items. These documents and records shall be retained for at least ten (10) years from the completion of this Agreement. Vendor will permit District to audit all books, accounts or record relating to this Agreement or all books, accounts or record of any business entities controlled by Vendor that participated in this OrderAgreement in any way. Any audit may be conducted on Vendor’s premises or, fees are subject at District’s option; another location. Vendor shall provide all books and records within fifteen (15) days upon receipt of written notice from District. Vendor shall refund any monies erroneously paid to increase in accordance with the applicable provisions Vendor or charged to the District. If District ascertains that it has been billed erroneously by Vendor for an amount equaling 5% or more of the Master Terms. By signing belowAgreement amount, Finalsite Vendor shall be liable for the costs of the audit in addition to any other penalty to be imposed. e. The acceptance of Final Payment shall constitute a waiver of all claims by the Vendor except those previously made in writing and Customer each agree identified by the Vendor as unsettled at the time of the Final Request for payment. f. District shall have the right to verify the terms details set forth in Vendor's xxxxxxxx, certificates, and conditions statements, either before or after payment therefor, by (1) inspecting the books and records of Vendor at mutually convenient times; (2) examining any reports with respect to this Project; (3) interviewing Vendor's business employees; (4) visiting any place where performance of all or a portion of the work occurs; and (5) other reasonable action. g. In the event a federal grant or other federal financing participates in the funding of this Order agreement , the Vendor shall permit access to and grant any federal representatives the right to examine his books covering his work under this Agreement. The Vendor shall comply with federal requirements as they relate to this work . h. For purposes of Texas Government Code §§ 2251.021(a)(1) and 2251.021(a)(2), the date the performance of service is completed, and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As date goods are received, is the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read date when the Statement of Work ('SOW') and understand District's representative approves the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesinvoice.

Appears in 2 contracts

Samples: Services Agreement, Services Agreement

Payment Terms. 1. All (a) Customer shall pay to Netability the fees for set forth in the initial year of this Order shall be due as follows: (i) Set Up Quote, and such fees shall be invoiced remitted to Netability in accordance with the payment terms set forth in the applicable Quote. In addition to the fees set forth in the Quote, Netability may invoice any additional costs and expenses reasonably incurred by Netability in the performance of the IT Services as incurred. Provided, all fees shall be subject to adjustment by Netability in its sole discretion effective upon the first day of each renewal Term (defined herein). Netability will invoice, and Customer shall also reimburse Netability for, any such additional costs and expenses reasonably incurred by Netability in the delivery of the IT Services. All payments will be due thirty (30) days from the invoice date commencing on the Effective Date first calendar month following the execution of this Order and shall Agreement. Payments will be due and payable remitted by Customer, upon receipt of invoice; (ii) fees for Year 1 (described in , to Netability’s address set forth herein or as otherwise directed by Netability. Provided, Customer may withhold payment of any disputed amount until the fee table above) resolution of such dispute, but Customer shall be invoiced on nevertheless timely remit all other amounts owed under this Agreement at the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year time of the Initial Termdispute. Payments of undisputed amounts will be deemed to be delinquent if not in Netability’s possession within thirty (30) days from the invoice date. Disputed amounts, and for each Renewal Termonce resolved, shall be invoiced on the commencement of such Year or Renewal Term remitted by Customer within ten (as applicable10) and days. (b) Customer shall be due and payable upon receipt of invoice. Fees responsible for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and use, value added, or other transactional taxes due payable with respect to the IT Services or Products provided pursuant to this Agreement, or arising out of or in connection with this Agreement. (c) All sales, property, excise and other federal, state and local taxes (other than those taxes based upon Netability’s net income) will be added to the Services Fees paid by Customer. (d) Past due amounts will be subject to a services charge equal to the lesser of one and one-half percent (1½%) per month or the highest interest rate permitted by law. Without limiting any other remedy available to Netability, in the event any amount owed by Customer is more than sixty (60) days past due, Netability may suspend the IT Services at its sole discretion. Further, in the event any past due amount is placed by Netability with a third party for collection and/or litigation, Customer shall be responsible for all collection costs, legal fees due thereforand court costs incurred by Netability. Customer agrees to a charge of not less than $40.00 or the highest rate allowed by law for any returned check. 5(e) Customer must notify Netability within fifteen (15) days from the invoice date of any dispute related to any invoiced amount in order to contest the same. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite Netability and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing will work together in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesresolve such dispute in a timely manner.

Appears in 1 contract

Samples: It Services Agreement

Payment Terms. 1. All 16.1 You agree to pay at the times set out above in relation to the relevant Payment Scheme, the fees specified by us (on our listing on AWS’s Marketplace) at the time of entering into this XXXX, or, if later, upon you varying the Instance/Image Size or Payment Scheme, as being applicable for the initial relevant Instance/Image Size and Payment Scheme for which you subscribe, as updated from time to time in accordance with clause 16.5 (Subscription Fees). 16.2 If due to a pricing error the fees specified as set out in clause 16.1 are obviously less than the correct Subscription Fees and this could reasonably have been recognized by you as a mispricing we may immediately terminate the XXXX without liability to you. If you have an Annual Subscription and this XXXX is so terminated, we shall return to you the relevant proportion of the Subscription Fees calculated on a pro rata basis for the remainder of the year in respect of which the Subscription Fees have been paid. 16.3 You agree to make all payments through AWS and you will ensure at all times that your credit card and/or other account details provided to AWS are accurate and up to date. You authorize AWS to bill the Subscription Fees on such credit card on our behalf. You also acknowledge and agree to pay all fees charged by AWS (or its affiliates) relating to the Instance upon which the Software is installed (including any infrastructure charges). Details of their charges are at xxxx://xxx.xxxxxx.xxx/ec2/pricing/. 16.4 All Subscription Fees and other amounts payable in connection with this Order shall be due as followsXXXX are: (ia) Set Up fees Non-cancellable and (save where expressly stated otherwise in this XXXX) non-refundable; (b) Exclusive of applicable taxes and duties, including VAT and any applicable sales tax (including state sales and use tax), for which you may be additionally liable. If applicable, you agree to pay on demand the amount of any such tax or duty for which you are liable in relation to the Subscription Fees and any other amounts due to FirstEigen or AWS. You will provide us with any information we reasonably request to determine whether we are obliged to collect VAT (or any other sales tax) from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use or similar transaction tax, you are responsible for providing us with legally- sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount we receive, after any deduction or withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. 16.5 We shall be invoiced on entitled to change the Effective Date of this Order and Subscription Fees in relation to your Instance/Image Size and/or Payment Scheme at any time. Changes shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced made in accordance with the Master Terms or this Order rules and policies applied from time to time by AWS. In the case of an Annual Subscription, such change shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to take effect no earlier than at the end of the Initial Term or Renewal Term, as applicablethat Subscription period. 3. Unless otherwise specified16.6 All amounts payable under this XXXX shall be made by you without set- off, all dollars ($) are United States currencycounterclaim, deduction or withholding. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: End User License Agreement

Payment Terms. 1. All fees XRATOR shall invoice Client annually and in advance for all Solutions and Professional Services, and Client shall pay the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described Fees set forth in the fee table aboveQuote (being the fees payable by Client to XRATOR) shall be invoiced on within thirty (30) days from the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt date of invoice. Fees All payments have to be made in SGD unless otherwise agreed in writing between the Parties. If additional Professional Services have been requested, a separate Quote will be issued for such Professional Services. Invoices can be objected in writing within fourteen (14) days after the invoice date and indicating the invoice date, invoice number and detailed justification. If the invoice is not objected to within the aforementioned period, the invoice is deemed to have been accepted by the Client. If Client exceeds the usage levels specified in the Quote, then XRATOR may invoice Client for any other Servicesoverages at the then applicable rate. All Professional Services must be used within twelve (12) months from date of acceptance of the Quote. Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month. Without prejudice to the foregoing, XRATOR reserves the right to demand a lump sum of 10% of the unpaid amounts, with an absolute minimum of hundred fifty USD(USD150.00), without prejudice to claim compensation for higher damages. Such interests and for reimbursable expenses, fixed fee shall be invoiced in accordance with the Master Terms or this Order addition to any other rights and shall be due and payable upon receipt remedies of invoice. 2XRATOR. Unless otherwise specified provided, the fees set forth in the Special Provisions aboveQuote do not include any GST, this Order Form withholding taxes or any other taxes, levies or duties of any nature, all of which Client is responsible for paying in addition to the fees set forth in the Quote, except for those relating to XRATOR’s net income or property. XRATOR reserves the right to increase fees at the beginning of any Renewal Term by ten percent. The Client shall bear the exchange rate risks and costs related to international transfers (if applicable). terms and conditions shall be renewed automatically for successive periods replaced with “Reseller” and all payments of fees, refunds and credits, if any are payable by or to the Reseller; and (5c) years (each a “Renewal Term”) after the expiration these Terms and Conditions governs Client’s use of the Initial Term and any subsequent Renewal TermXRATOR offerings, unless Client provides AIT, or AIT provides Client, with a written notice notwithstanding anything to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableelsewhere. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Master Services Agreement

Payment Terms. 1. All fees for the initial year of this Order shall be due as followsThe Customer agrees, confirms and acknowledges that: (ia) Set Up fees the Customer shall strictly pay the Rent in advance. The Bank reserves the right of refusing access to the Locker in the event of the Rent not being paid when due, whether the same is demanded or not; (b) in the event of non-payment of the Rent or any enhanced Rent amount thereof in respect of the Locker, the Bank may: (a) refuse access of the Customer to the Locker; and/or (b) recover / debit such Rent amount to any account of the Customer with the Bank without reference to the Customer. To ensure timely payment of the Rent amount, the Bank, at its discretion, may demand from the Customer, a term deposit aggregating to an amount equal to Rent amount of 3 (three) years and the charges which may be required for breaking open the Locker. The arrears of the Rent amount shall at once be payable to the Bank with interest at 12 % per annum, till payment in full is made. The interest rate can change from time to time as per the guidelines of the Bank. The Bank shall be invoiced at liberty to enhance the Rent amount at its absolute discretion at any time and the Customer shall be liable to pay at such enhanced rate/s of Rent amount from time to time. The Bank shall be at its discretion and not bound, to inform in advance, the Customer of its intention to enhance the Rent; (c) the Customer(s) has/have remitted the Rent amount for 1 (one) year in advance. It is distinctly understood that no interest is payable to the Customer(s) on the Effective Date of this Order Rent amount so remitted; (d) the Customer(s) may request and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in authorize the fee table above) shall be invoiced Bank to close the subject FDR on the Effective Date date of this Order or maturity and to force at the first day time of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year renewal of the Initial Term, Agreement and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced Locker facility in accordance with the Master Terms or Reserve Bank of India (“RBI”) directives and as amended from time to time; (e) it is not obligatory on the part of the Bank to renew the Locker facility even though the fixed deposit is in force and /or the Rental Amount is continuing and the right to terminate the Agreement in this Order and shall be due and payable upon receipt of invoice. 2situation rests with the Bank. Unless otherwise specified Even though the advance equivalent to the Rental Amount for one-third years has been paid, if the yearly Rental Amount is not paid by the Customer(s) in the Special Provisions abovenormal course, this Order Form shall it may be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after treated as default and the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice Bank is free to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase take usual action in accordance with the applicable provisions rules of the Master Terms. By signing belowBank and as provided herein; (f) all properties for the time being in the Locker are subject to a general lien for all moneys due from the Customer as rent or other charges with power to sell property or part thereof /realizing from time to time such rent or charges; (g) Without prejudice to any remedy which the Bank may have against the Customer, Finalsite and Customer each agree all rights to the terms and use of the Locker shall at the option of the Bank be forfeited upon non-payment of the Rent amount whether the same shall be demanded or not, upon breach of any of the conditions of this Order and hereof by the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Safe Deposit Locker Agreement

Payment Terms. 1. All fees for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (53) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety thirty (9030) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Finalsite Order

Payment Terms. 1Customer agrees to pay the fees set out in the Order Form(s). All fees for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and are payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms terms set out in, and in the currency specified in, the Order Form(s). Customer will also pay for Professional Services at Supplier’s then prevailing rates, unless otherwise indicated on the Order Form. For Professional Services provided on-site at Customer’s site or this another Customer designated location, Customer will also be responsible for including travel, meals, accommodation and related expenses incurred by Supplier’s employees or agents. Unless otherwise indicated on the invoice, all invoices are due upon receipt. Fees stated in the Order Form are exclusive of Taxes (as defined in Section 9). Other than as provided for pursuant to Section 16 (Indemnification), Supplier does not provide credits or refunds for fees already due or paid. If Customer wishes to decrease its use of the Subscription Services after the (to the extent service capacity or usage is limited pursuant to the Order Form(s)), Customer may do so after the Initial Term provided that Customer notifies Supplier thirty (30) days in advance. If Customer wishes to increase its use of the Subscription Services (to the extent service capacity or usage is limited pursuant to the Order Form(s)), Customer must notify Supplier in advance and pay any applicable fees. Any invoice disputes must be initiated by Customer in good faith and in writing; Customer will be entitled to notify Supplier of any invoice dispute by the due date of the applicable invoice, after which time the invoice shall be deemed to be accepted by Customer and will be due and payable upon payable. If Customer initiates a dispute with regard to a particular invoice, any undisputed amounts charged on such invoice will continue to be due and payable. Supplier and Customer agree to use reasonable efforts to address and attempt to resolve any invoice dispute within thirty (30) days after Supplier’s receipt of invoice. 2Customer’s notice to Supplier regarding such dispute. Unless otherwise specified in With regard to any undisputed invoiced amount that is not paid when due, Supplier reserves the Special Provisions right to charge, and Customer agrees to pay, a late payment fee on the unpaid balance from the due date until paid (whether before or after judgment) equal to one percent (1%) per month. If it is determined that Supplier properly charged any amount disputed and withheld by Customer, the late fee will be assessed and paid on the disputed, withheld amount. Except for a good faith dispute as outlined above, this Order Form shall be renewed automatically for successive periods should Customer fail to make any payment hereunder when due, Supplier reserves the right to suspend or interrupt the provision of Customer’s access to the Subscription Services (and all related services provided hereunder) until such non-payment is remedied, provided that Supplier provides Customer with five (5) years days advance notice (each a “Renewal Term”including via email notification or other form of notification via the Subscription Services) after the expiration of the Initial Term and that fees remain outstanding. In such event, Supplier shall not be precluded from exercising any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice additional remedies that might be available to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to it under the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesAgreement or otherwise.

Appears in 1 contract

Samples: Subscription Services Agreement

Payment Terms. 1(a) Novartis shall provide Array with written notice of its achievement of each Milestone as soon as practicable and in any case within thirty (30) days after the specified event triggering such Milestone is achieved by Novartis. All fees After receipt of such notice, Array shall submit an original invoice to Novartis substantially in the form of Exhibit B for the initial year corresponding Milestone Payment, provided that no such invoice shall be submitted prior to the Effective Date. Novartis shall make the corresponding Milestone Payment within as soon as practicable, and in any case no later than forty-five (45) days after receipt of such original invoice. With respect to Milestones achieved by Array, Array will provide Novartis with written notice of its achievement of such Milestone, together with an original invoice substantially in the form of Exhibit B. Array shall promptly provide Novartis with such documentation supporting its achievement of the Milestone as Novartis reasonably requests, and Novartis will have no more than thirty (30) days from receipt of such notice to confirm the occurrence of such Milestone. Novartis shall make the corresponding Milestone Payment within forty-five (45) days after such confirmation (and no later than seventy-five (75) days after receipt of Array’s invoice). (b) Within forty-five (45) days after each Calendar Quarter during the term of this Order Agreement following the First Commercial Sale of a Product, Novartis will provide to Array a Sales & Royalty Report. After receipt of such report, Array shall submit an original invoice to Novartis substantially in the form of Exhibit B with respect to the royalty amount and other payments with respect to the royalty amount shown therein. Novartis shall pay all royalty amounts within forty-five (45) days after receipt of such invoice. (c) Each Party shall provide to the other Party an original invoice for all amounts due to it under this Agreement. Unless otherwise noted, payments on such invoices shall be due as follows:made within forty-five (45) days of the other Party’s receipt of the applicable invoice. Invoices to Novartis shall be substantially in the form set forth in Exhibit B. (id) Set Up fees All payments from Novartis to Array shall be invoiced made by wire transfer in US Dollars to the credit of such bank account as may be designated by Array in this Agreement or in writing to Novartis. Any payment which falls due on a date which is not a Business Day may be made on the Effective Date next succeeding Business Day. (e) For the avoidance of doubt, unless and until this Order and Agreement becomes effective in accordance with Section 17.17, no payments shall be become due and payable upon receipt of invoice; payable. In particular, while Development Costs and (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as if applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced Milestone Payments with respect to activities performed in accordance with the Master Terms Development Plan shall begin accruing from the Effective Date, neither Party will be obligated to effect reimbursement to the other Party for any such costs incurred by the other Party under or in connection with this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AITAgreement, or AIT provides Client, with a written notice to the contrary ninety (90) days payment for Milestone Payments earned prior to the end of the Initial Term or Renewal TermEffective Date, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with unless and until this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase Agreement becomes effective in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesSection 17.17.

Appears in 1 contract

Samples: License Agreement (Array Biopharma Inc)

Payment Terms. 1. (a) All payments by ASSIGNEE to ASSIGNOR under this Section ‎3 shall be made in Euros to the following account, unless indicated otherwise after the Effective Date or in an applicable invoice – free of bank charges, transfer fees or similar charges: Owner: [***] Bank Institute: [***] BIC Code: [***] IBAN: [***] (b) All payments by one Party to the other shall be made in full, without any deductions (subject to section ‎3.7‎(e) below), and are exclusive of value added taxes, which shall, if applicable, be invoiced separately. (c) If any Net Sale are received in any currency other than Euro, for purposes of calculating the payment payable to ASSIGNOR, such Net Sales shall be converted into Euros at the conversion rate as quoted by the European Central Bank on the last business day of the calendar month in which such Net Sales were received by ASSIGNEE. (d) If ASSIGNEE fails to make a timely payment pursuant to the terms of this Agreement, ASSIGNOR shall provide written notice of such failure to ASSIGNEE and interest shall accrue on the past due amount starting on the date of such notice at the [***] rate, plus [***] percent per annum, computed for the initial year actual number of days after the date of such notice that the payment was past due and calculated on a daily basis. (e) For all payments to be made under this Order section ‎3, ASSIGNEE shall be due as followswithhold taxes and other duties payable under applicable Laws and Regulations and shall forward such retained payments to the competent tax authorities, however, only if all of the following conditions are met: (i) Set Up fees shall be invoiced on the Effective Date of this Order respective tax is an income tax and shall be due and payable upon receipt of invoiceno use tax, franchise tax, sales tax or other tax; and (ii) fees for Year 1 (described in ASSIGNOR is the fee table above) shall be invoiced on the Effective Date debtor of this Order or the first day of Year 1, whichever is later, such income taxes under applicable laws and shall be due and payable upon receipt of invoiceregulations; and (iii) fees for each subsequent Year ASSIGNEE is required by laws and regulations to withhold the tax and to forward such tax to the competent tax authorities; and (iv) ASSIGNEE provides ASSIGNOR a tax certificate of withheld and paid taxes. ASSIGNEE shall reasonably assist ASSIGNOR in obtaining relief or exemption from any tax on all of the Initial Term, amounts and for each Renewal Term, royalties under any applicable tax treaty. (f) All other taxes and duties payable hereunder shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoicepaid by ASSIGNEE. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Patent and Know How Assignment Agreement (Eyegate Pharmaceuticals Inc)

Payment Terms. 1. All fees for (a) Customer shall pay to Netability the initial year of this Order shall be due as follows: (i) Set Up License Fees set forth in the Quote, and such fees shall be invoiced remitted to Netability in accordance with the payment terms set forth in the applicable Quote. (b) In addition to the fees set forth in the Quote, Netability may invoice any additional costs and expenses reasonably incurred by Netability in the performance of any additional services as incurred. Provided, all fees shall be subject to adjustment by Netability in its sole discretion effective upon the first day of each renewal Term (defined herein). (c) Netability will invoice, and Customer shall also reimburse Netability for, any such additional costs and expenses reasonably incurred by Netability in the delivery of the Anti-Virus Software. All payments will be due thirty (30) days from the invoice date commencing on the Effective Date first calendar month following the execution of this Order and shall Agreement. Payments will be due and payable remitted by Customer, upon receipt of invoice; (ii) fees for Year 1 (described in , to Netability’s address set forth herein or as otherwise directed by Netability. Provided, Customer may withhold payment of any disputed amount until the fee table above) resolution of such dispute, but Customer shall be invoiced on nevertheless timely remit all other amounts owed under this Agreement at the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year time of the Initial Termdispute. Payments of undisputed amounts will be deemed to be delinquent if not in Netability’s possession within thirty (30) days from the invoice date. Disputed amounts, and for each Renewal Termonce resolved, shall be invoiced on the commencement of such Year or Renewal Term remitted by Customer within ten (as applicable10) and days. (d) Customer shall be due and payable upon receipt of invoice. Fees responsible for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and use, value added, or other transactional taxes due payable with respect to the Anti-Virus Software provided pursuant to this Agreement, or arising out of or in connection with this Agreement. (e) All sales, property, excise and other federal, state and local taxes (other than those taxes based upon Netability’s net income) will be added to the Services License Fees paid by Customer. (f) Past due amounts will be subject to a Anti-Virus Software charge equal to the lesser of one and one-half percent (1½%) per month or the highest interest rate permitted by law. Without limiting any other remedy available to Netability, in the event any amount owed by Customer is more than sixty (60) days past due, Netability may suspend the Anti-Virus Software at its sole discretion. Further, in the event any past due amount is placed by Netability with a third party for collection and/or litigation, Customer shall be responsible for all collection costs, attorneys’ fees due thereforand expenses incurred by Netability. Customer agrees to a charge of not less than $40.00 or the highest rate allowed by law for any returned check. 5(g) Customer must notify Netability within fifteen (15) days from the invoice date of any dispute related to any invoiced amount in order to contest the same. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite Netability and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing will work together in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesresolve such dispute in a timely manner.

Appears in 1 contract

Samples: Anti Virus Software License Agreement

Payment Terms. 1. All fees for amounts are due and owing within thirty (30) calendar days of date of MICROSOFT's invoice, provided, however, that should the initial year due date of this Order any invoice be prior to the last day of MICROSOFT's fiscal month, such invoices shall be due as follows: on the last day of such fiscal month. All payments not received by MICROSOFT from COMPANY within the required time frame may be assessed a finance charge of two percent (i2%) Set Up fees of the invoice amount per month or the legal maximum, which ever is less. COMPANY shall be invoiced obligated to pay MICROSOFT any and all amounts due regardless of whether COMPANY has received payment from the Volume Licensing Customer. Failure by COMPANY to meet payment terms may result in a hold by MICROSOFT of all pending COMPANY orders. COMPANY shall use its best efforts to collect any and all amounts due from any Volume Licensing Customer. Notwithstanding the foregoing, if any Enterprise Customer defaults on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees its payment obligation to COMPANY for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary more than ninety (90) days prior calendar days, COMPANY will provide MICROSOFT with written notice identifying the Enterprise Customer and the amount of the delinquency. COMPANY shall deliver such notice to MICROSOFT at the address set forth in Section 19 below. Provided that the Enterprise Customer is unable or unwilling to pay the amounts due, then COMPANY shall be released from any payment obligation arising from the delinquent Enterprise Customer's account, provided that COMPANY provide proof of its best efforts to collect any outstanding amounts and assigns to MICROSOFT any and all right, title and interest to the end of the Initial Term or Renewal Term, as applicabledelinquent Enterprise Customer's outstanding payments. 3. Unless otherwise specified, all dollars ($) are United States currency." Microsoft Confidential- Disclosure Prohibited 4. Sales/VAT Tax: If applicableSECTION 7.4, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. OtherwisePRODUCT WARRANTY; LIMITATION OF LIABILITY IS RENAMED "PRODUCT WARRANTY", Finalsite will invoice Customer for applicable salesAND SUBSECTIONS (b) AND (c) ARE MOVED FROM SECTION 7.4 TO NEW SECTIONS 7.5 AND 7.6, use and other transactional taxes due in connection with the Services or the fees due thereforRESPECTIVELY. 5. Except as otherwise specified in this OrderSECTION 7.4, fees are subject to increase in accordance with the applicable provisions of the Master TermsPRODUCT WARRANTY; LIMITATION OF LIABILITY, SUBSECTION (b), IS RENUMBERED AND RENAMED "7.5 LIMITATION OF LIABILITY" AND REPLACED IN ITS ENTIRETY WITH THE FOLLOWING: "7.5 LIMITATION OF LIABILITY MICROSOFT SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THIS AGREEMENT OR ANY ADDENDA OR AMENDMENT HERETO OR ARISING OUT OF THE USE OR INABILITY TO USE ANY SELECT SOFTWARE PRODUCT EVEN IF MICROSOFT' HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES." 6. By signing belowSECTION 7.4, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name PRODUCT WARRANTY; LIMITATION OF LIABILITY, SUBSECTION (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contactc), by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.IS RENUMBERED AND RENAMED "7.6 LIMITATION ON REMEDY" AND REPLACED IN ITS ENTIRETY WITH THE FOLLOWING:

Appears in 1 contract

Samples: Large Account Reseller Agreement (Software Spectrum Inc)

Payment Terms. 1. All fees Upon shipment of any Products to the applicable Purchaser, Supplier shall issue an invoice for the initial year Products for payment by the applicable Purchaser and Travel Expenses (as defined below). Any Purchaser’osbligation to pay and the timing for the same shall be contained in such agreement with any given Purchaser. Customer shall request Purchasers to pay undisputed invoiced amounts within thirty (30) days after the later of Customer’s receipt of th or receipt of the Products. If Customer disputes an invoice in good faith, Customer shall not be in default of this Order Agreement or any applicable Purchase Schedule. Except to the extent expressly provided in a Purchase Schedule, the prices of the Products shall be due inclusive of all taxes levied or assessed, including, but not limited to, any applicable sales taxes; provided, however, in no event shall Customer be responsible for SuppliSeurp’pslfrainfcehirrsea’tanxsesc, ihnciomse e taxes, business and license taxes, margin taxes, profit taxes, inheritance taxes, intangible taxes, transfer taxes, gross receipts taxes, settlement taxes, gift taxes, or property taxes, or any penalties associated wEixctepht to thSe uextpenpt elxpireseslyrp’rosvidedfinaaiPulrcuhasre eSchetduole, Cupstromoerpsheallrnlot ybe re responsible for any additional costs or expenses that Supplier may incur, including, but not limited to, any costs incurred or imposed by compliance with Laws (as follows: (idefined below) Set Up fees shall be invoiced on related to the Effective Date manufacturing, production, packaging, storage, transportation, shipment, and/or sale of this Order the Products and shall be due Supplier’s expe overtime, capital, equipment and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1materials required to process, whichever is laterpackage, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year store the Products. If Supplier may incur travel or lodging expenses in connection to its performance of the Initial Termwork under a Purchase Schedule (T“ravel Expenses”)for which Supplier seeks reimbursement from Customer, Supplier shall first obtain the prior written consent of Customer to such amounts and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days purposes prior to the end of Travel Expenses being incurred and shall abide by Customer’s-in-etffehcterenasonable travel policy. To the Initial Term or Renewal Termextent that any amounts are owed by Supplier to Customer, as applicableCustomer may offset amounts invoiced by such owed amounts. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Supplier Terms and Conditions

Payment Terms. 1. All fees for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions aboveServices Letter, this Order Form Seller Parent, or Seller Parent’s local Affiliate (if so designated by Seller Parent), shall invoice Purchaser or Purchaser’s applicable local Affiliate (if so agreed by Seller Parent) for the Service Fee for each of the Services performed, and, if applicable, any Out-of-Pocket Costs and all other amounts due or incurred, hereunder in each of the relevant countries on a monthly basis at the end of each month during which any Service has been provided. Purchaser shall pay Seller Parent (through their respective local Affiliates if so designated by Seller Parent) all amounts as may be due hereunder, within thirty (30) days from the date of invoice (at Seller Parent’s option in local currency). All such invoices shall be renewed automatically for successive periods of delivered to Purchaser at 000 Xxxxx Xxxxxxxx, Xxx Xxxxxxxx, XX 00000, Attention: Xxxxx XxXxxxx, Controller (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a such addressee as Purchaser shall later designate by written notice to Seller Parent) or to Purchaser’s local Affiliate (if so designated by Seller Parent), with copies to Purchaser. Any correspondence or payments concerning such invoices shall be made to Seller Parent at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxx, Director, Finance Portfolio Management & Optimization (or such addressee as Seller Parent shall later designate by written notice to Purchaser) or to Seller Parent’s local Affiliate (if so designated by Seller Parent), with copies to Seller Parent. For clarity, (i) the contrary ninety (90) days prior to Parties may make any payments due under this Agreement, the end of Reverse Transition Services Agreement, an Interim Business Agreement, the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use Net Economic Benefit Agreement and other transactional taxes due in connection with the Canada Distribution Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase Agreement in accordance with any global payment settlement mechanism that the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each Parties may agree to in writing from time to time and (ii) in no event shall Purchaser or Purchaser’s applicable local Affiliate be required to pay the terms Service Fee or, if applicable, any Out-of-Pocket Costs for a Service to the extent that such Service Fee has already been allocated to Purchaser or Purchaser’s applicable local Affiliate under this Agreement, an Interim Business Agreement, the Net Economic Benefit Agreement or the Canada Distribution Services Agreement for such Service. Such global payment settlement mechanism shall take into account the Working Capital Prepayment and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesany Monthly Working Capital Prepayments.

Appears in 1 contract

Samples: Transitional Services Agreement (Icu Medical Inc/De)

Payment Terms. 1(a) Licensee shall pay Licensor all amounts in U.S. dollars, except as expressly permitted by Section 3.7(c). All fees for the initial year of this Order Any amount not actually received by Licensor within thirty (30) calendar days from being due shall be due as follows:subject to interest at the rate of 1% per month, in addition to any other recourse Licensor may have. (ib) Set Up fees On or prior to the Effective Date, Licensee shall deliver the Non-Refundable Prepayment to Licensor by wire transfer in immediately available funds to an account of Licensor designated in writing by Licensor to Licensee. The Non-Refundable Prepayment shall be invoiced on applied first against any Annual Royalty payments due to Licensor until the Effective Date entire Non-Refundable Prepayment has been fully used and credited by Licensor against Annual Royalty payment obligations of this Order Licensee hereunder, and only after the full use, crediting and exhaustion of the entire Non-Refundable Prepayment shall Licensee be due and payable upon receipt of invoice; (ii) fees permitted, pursuant to Section 3.7(c), to issue Secured Notes as payment for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or any Annual Royalties owed by Licensee. On the first business day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of Royalty Period during the Initial Term, Licensor shall, without further action or consent of the Licensee, use, apply and credit to the extent not previously used, applied or credited, the Non-Refundable Prepayment against the Annual Royalties for each Renewal the applicable Royalty Period. An amount equal to one million six hundred and fifty thousand dollars ($1,650,000) shall be used, applied and credited on the Effective Date. (c) After Licensor has fully applied and credited the full Non-Refundable Prepayment against Annual Royalty payments due by Licensee hereunder, Licensee may, thereafter, elect during the Initial Term, shall be invoiced on the commencement of such Year or Renewal Term (if, but only if, its cash balances, as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days quarter end immediately prior to the end of date for the Initial Term or Renewal TermRoyalty Period to which an unpaid Annual Royalty relates, as applicable. 3. Unless otherwise specified, all was less than thirty million dollars ($30,000,000), to pay its Annual Royalties by delivering Secured Note(s) are United States currencyto Licensor. 4. Sales/VAT Tax: If applicable(d) In no event shall any amount paid hereunder by Licensee (or applied or credited for its benefit) be returnable or refundable (whether in whole or in part) to it for any reason, including, without limitation, in the event of (i) any abandonment, determination not to enforce, transfer (subject, in the case of any transfer, to the rights of Licensee hereunder), or other disposition by Licensor of any Licensed FLT Patents, (ii) cancellation by a copy court of Customer’s Sales/VAT Tax Direct Pay Certificate final jurisdiction of any Licensed FLT Patents, (iii) final invalidation or its Sales/VAT Tax Exemption Certificate must modification of claims (whether in whole or in part), by any competent authority, of any Licensed FLT Patents, (iv) termination or expiration of this Agreement specifically including without limitation for the reasons set forth in Section 5.3(c), or (v) Licensee Net Sales below the threshold necessary for the Non-Refundable Prepayment to be returned with this Order Form. Otherwisefully used, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services applied or the fees due thereforcredited. 5(e) Licensee shall make all its payments under this Agreement without any tax deduction, unless a tax deduction is required by law. Except as otherwise specified in Tax deduction could be a deduction or withholding for or on account of tax from a payment under this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesagreement.

Appears in 1 contract

Samples: Patent License Agreement (Uni-Pixel)

Payment Terms. 1UNLESS OTHERWISE STATED, ALL PRICES QUOTED ARE IN OUR BASE CURRENCY, EXCLUSIVE OF TAX AND VALID FOR 30 DAYS FROM QUOTATION DATE. All fees for FOR MODULE/SYSTEM ORDERS: A NON-REFUNDABLE 25% DEPOSIT IS DUE WITH ORDER, THE BALANCE FALLING DUE ON COMPLETION OF TRAINING. FOR USER-LICENSE ORDERS: FULL PAYMENT IS REQUIRED WITH ORDER BEFORE LICENSES CAN BE ISSUED. NOTE: WHERE TRAINING HAS BEEN AGREED IN STAGES FULL PAYMENT WILL FALL DUE ON COMPLETION OF THE FIRST TRAINING STAGE. WHERE AN ORDER HAS NOT BEEN CANCELLED AND INSTALLATION/TRAINING HAS BEEN DEFERRED BY THE CUSTOMER THROUGH NO FAULT OF US AND THIS EXCEEDS (b) Without prejudice to any other rights it may have; and having taken reasonable measures to recover overdue sums; the initial year Company is entitled to charge interest at 2% above the Current Base Rate of this Order National Westminster Bank PLC, on overdue payments; along with any legal costs, court fees, or debt recovery costs incurred by the Company. (c) Additionally after failure to pay overdue sums, the Company shall be due as follows:entitled without notice to remove from the Customer's location all software, documentation and user manuals relating to goods with invoices that remain outstanding. If the Customer shall thereafter within 30 days require use of such software, and only when all outstanding payments have been received the Company will at its sole discretion reinstall the software and any relating documentation subject to prior receipt of a predetermined reinstatement fee. (id) Set Up fees shall be invoiced on You do not have the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in right to set off any money you may claim from us against any sums that you may owe the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceCompany. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Trading Terms and Conditions

Payment Terms. 1. All fees for The parties agree to substitute Subsections 5(A) and 5(B) of the initial year of this Order shall be due ISA to read in their entirety as follows: (iA) Set Up fees Payment MCI xxxxxxxx for Switched Services hereunder are made on a monthly basis (or such other basis as may be mutually agreed to by the parties) following Start of Service. Subject to Subsection 5(0) below, Switched Services shall be invoiced billed at the rates set forth in the applicable Attachment(s). Discounts, if any, applicable to the rates for certain Services are set forth in the applicable Attachment(s). Customer will pay all undisputed charges relative to each MCI invoice for Switched Services within * of the invoice date set forth on each MCI invoice to Customer (collectively, the "Due Date"). If payment is not received by MCI on or before the Due Date, Customer shall also pay a late fee in the amount of the lesser of one and one-half percent (11/2%) of the unpaid balance of the charges for Switched Services rendered per month or the maximum lawful rate under applicable state law. Commencing with the Effective Date and continuing through the end of this Order and shall be due and payable upon receipt of invoice; the Service Term, Customer agrees to provide MCI (iia) fees for Year 1 unaudited financial statements within thirty (described in the fee table above30) shall be invoiced on the Effective Date of this Order or the first day of Year 1days following each month, whichever is later(b) "reviewed" financial statements within forty-five (45) days following each quarter, and shall be due and payable upon receipt of invoice; (iiic) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary audited financial statements within ninety (90) days prior to following the end of the Initial Term or Renewal Term, as applicableeach of Customer's fiscal years. * Designates information which has been filed on a confidential basis. 3(B) Taxes Customer acknowledges and understands that MCI computes all charges herein exclusive of any applicable federal, state or local use, excise, gross receipts, sales and privilege taxes, duties, fees or similar liabilities (other than general income or property taxes), whether charged to or against MCI or Customer because of the Switched Services furnished to Customer ("Additional Charges"). Unless otherwise specifiedCustomer shall pay such Additional Charges in addition to all other charges provided for herein. Customer will not be liable for certain Additional Charges if Customer provides MCI with an appropriate exemption certificate. Provided, all dollars to the extent Customer is not an "end user" of the Services provided hereunder, with respect to any Additional Charges which are assessed solely on MCI's end users ($) are United States currency. 4"End User Charges"), MCI agrees not to assess Customer such End User Charges. Sales/VAT Tax: If applicableProvided, however, in the event MCI is required to collect End User Charges from Customer, Customer agrees to pay MCI such End User Charges unless Customer provides MCI a copy written certification, signed by an officer of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice that Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereforhas directly paid such End User Charges. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Program Enrollment Terms (Amerivision Communications Inc)

Payment Terms. 1. (a) All fees for accrued and unpaid fees, expenses, default interest, costs and any other amounts due from the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and Customer shall be due and payable upon receipt (i) on the date set forth herein or, if no date is set forth herein, on each applicable Settlement Date, and (ii) on the Final Termination Date. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of invoicetime shall in such case be included in the computation of the fees, expenses, interest, costs and any other amounts due hereunder, as the case may be. (b) All amounts to be paid by or deposited hereunder will be paid or deposited not later than 1:00 p.m. (New York City time) on the day when due in same day funds. All computations of interest and fees shall be calculated for the actual days elapsed based on a 360 day year. (c) All Collections in respect of Purchased Accounts and other amounts due to WFBC hereunder shall be remitted to WFBC in United States dollars. (d) The Customer shall pay, as a full recourse obligation, all fees, interest, costs and expenses, including all amounts payable under Section 12.07. (e) The Customer or the Servicer, as the case may be, will pay on demand to WFBC interest (before and after default and before and after judgment, with interest on overdue interest at the same rate) on all amounts not paid to or deposited when due hereunder at a rate equal to LIBOR plus five and three quarters of one percent (5.75%) per annum calculated daily. (f) The Customer will make all payments required to be made by it hereunder without deduction or setoff regardless of any defense or counterclaim. (g) The Customer acknowledges that (i) WFBC may maintain records of the Purchased Amount, and all amounts paid by the Customer to WFBC hereunder, including all fees, interest, costs and expenses; (ii) fees for Year 1 (described in the fee table above) shall such records shall, absent manifest error, be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, conclusive evidence thereof and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year the failure of WFBC to maintain any such records shall not limit or otherwise affect the obligations of the Initial TermCustomer or the rights and remedies of WFBC hereunder or under any Transaction Agreement. (h) The Customer acknowledges that (i) WFBC may maintain records of the Purchased Accounts and all Collections, and for each Renewal Term, (ii) such records shall be invoiced on presumed correct as between the commencement Customer and WFBC, unless (A) the Customer notifies WFBC in a detailed record of its intention to dispute such Year records within 30 days of receipt thereof and (B) the Customer proves such records to be incorrect as determined by WFBC in its commercially reasonable sole discretion and (iii) the failure of WFBC to maintain any such records shall not limit or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with otherwise affect the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration obligations of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereforrights and remedies of WFBC hereunder or under any Transaction Agreement. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Account Purchase Agreement (Martin Marietta Materials Inc)

Payment Terms. 1Customer shall pay TradeRev or TradeRev Partner (if applicable) the Total Payment Amount by 4:00 PM (Eastern time) the day after the Vehicle is marked “Arrived” in the TradeRev System (the “Payment Due Date”). All For Customers who elect to participate in the TradeRev Pro monthly subscription plan, subscription fees for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be are due and payable upon receipt in advance on the sign‐up date (the “Subscription Fee Due Date”). (For example, if you signed up for TradeRev Pro on the 14th of invoice; (ii) fees May, your first payment would be due on May 14th and all other payments would be due on the 14th of each month thereafter). TradeRev Pro subscribers will automatically be charged the monthly subscription in accordance with their credit card authorization instructions. The Subscription Fee is not pro‐rated for Year 1 (described in the fee table above) partial months. For all other amounts owing, payment shall be invoiced on made in Canadian dollars by electronic funds transfer, by a pre‐ approved floor plan financing arrangement acceptable to TradeRev, or such other payment method approved by TradeRev (each, a “Payment Instrument”). For Customers signed up for Auto Pay, funds owing will be automatically debited using the Effective default payment method selected by the Customer if payment is not received by the Payment Due Date. For Customers not signed up for Auto Pay, TradeRev will deduct the amounts via EFT. TradeRev reserves the right to specify the type of Payment Instrument it will accept from Customer. In addition to whatever rights of set‐off TradeRev may have in any jurisdiction where Vehicles are sold, if Customer or any party affiliated with Customer (each a “Customer Affiliate”) fails to pay Fees or other amounts owing when due to TradeRev or any TradeRev Partner, TradeRev will be entitled to immediately set off the amount owed by Customer and/or Customer Affiliate from any funds owing by TradeRev to Customer and/or Customer Affiliate. In addition, if you fail to pay the Total Payment Amount by the Payment Due Date of this Order or the first day of Year 1monthly subscription fee by the Subscription Fee due Date, whichever is later, and shall be due and payable upon receipt of invoice; we may: (iiia) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year electronically debit your bank account or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced floor plan account in accordance with the Master Terms default payment method selected by you under your Automatic Payment Plan; (b) deduct the amount owing from any amounts payable by TradeRev to you; (c) retain possession of any Vehicles owned or this Order controlled by Customer or Customer Affiliate; (d) withhold title documents until all amounts owed have been paid; (e) cancel the sale transaction; (e) charge late payment fees, and/or charge interest on any past due amounts at the rate of one and one half (1.5%) percent per month (18% per year) or the maximum rate allowed by law, whichever is less; and/or (f) pursue any other remedy or relief permitted by law. Any Payment Instrument withdrawn, rejected or returned for non‐sufficient funds (“NSF”) must be settled and replaced immediately. NSF transactions will be subject to a service charge up to the maximum amount allowed by law and shall be immediately due and payable upon receipt of invoice. 2payable. Unless otherwise specified in the Special Provisions aboveYou agree to pay all costs including, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term without limitation, legal fees and any subsequent Renewal Termdisbursements, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use court costs and other transactional taxes due in connection with the Services expenses reasonably incurred by TradeRev or the fees due therefora TradeRev Partner to collect any monies owing by you. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Terms and Conditions

Payment Terms. 1(A) Xxxxxxx Money Deposit in the amount of 2.5% of the base price and $ structural options at signing of this Agreement (“First Deposit”). (B) Additional Xxxxxxx Money Deposit of 2.5% of the base price and $ structural options at the time of the Preconstruction Meeting (“Second Deposit”), which will take place approximately 3 weeks prior to the start of construction. (C) Additional Xxxxxxx Money Deposit of 20% of the total of all decorative $ options (including, but not limited to, appliances, cabinetry, fixtures, flooring, and all other interior options) (“Options Deposit”), which will be added to the sales price. All fees This Options Deposit is also due from Buyer at the Preconstruction Meeting. (D) The First Deposit, Second Deposit, and Options Deposit are sometimes collectively referred to herein as “Deposits”. The remaining balance of the Contract Price shall be paid to Seller at Settlement. (E) Buyer hereby acknowledges that the terms of this agreement are not contingent or reliant upon any other occurrences, such as but not limited to Buyer’s qualification for financing, available financing terms, the sale or settlement of another property owned by Buyer, Buyer’s employment or income status, or the results of any property appraisal performed on behalf of Buyer or its agents. (F) Buyer hereby acknowledges that no portion of the Contract Price will be placed into escrow for any reason as the work being performed by the Seller is on a custom basis and that each Dwelling Unit will have unique characteristics. This prohibition on escrow specifically prohibits the Buyer from escrowing funds for the initial year completion of any item within this Order shall be due as follows: (i) Set Up fees shall be invoiced on Agreement, or any Addendum thereto, including but not limited to driveway installation or landscaping. Any Agreement item not completed by Seller at the Effective Date time of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order Settlement, including but not limited to driveway installation or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Termlandscaping, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced completed by Seller in accordance with the Master Terms or time periods enumerated within this Order and shall be due and payable upon receipt of invoiceAgreement, Seller’s Warranty and/or any Addendums thereto. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5G) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days Any Deposit paid prior to the end Settlement shall be NON-REFUNDABLE except as set forth in Paragraphs 1(C) and 23 hereof. The ONLY circumstance under which Buyer shall be entitled to a refund of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline Deposit is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesdefault by Seller as defined within this Agreement.

Appears in 1 contract

Samples: Agreement of Sale

Payment Terms. 111.1 The Commission, Implementation Fee and Professional Services Fee will become payable as set out in the Order and the Terms and Conditions. All payments under this Agreement shall be done by bank transfer (using such payment details as notified by Expect Me to the Client from time to time). 11.2 Invoices shall be sent in PDF-format to the Client’s email address, specified in the Order, or in written to the Client’s physical address if specifically requested by the Client. 11.3 Client agrees to make all payments due to Expect Me under the provisions of this Agreement within thirty (30) days of the date of invoice and in euro, unless Parties have agreed otherwise in writing. In event of late payment, all Client payment obligations to Expect Me will immediately become due and payable. 11.4 All fees payable to Expect Me under this Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever, unless the same are required by law, in which case the Client undertakes to pay Expect Me such additional amounts as are necessary in order that the net amounts received by Expect Me after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding. Sums stated to be payable under this Agreement do not include any applicable value added tax or other taxes, which shall be additionally charged to the Client. The Client is responsible for payment of all general, state or local import, usage, value added, withholding or other taxes associated with the supply or use of the Services or Platform. The Client shall promptly reimburse Expect Me for any such taxes or duties paid by Expect Me. 11.5 The amount of any invoice which has not been paid within thirty (30) days from the invoice date shall automatically be subject to a late payment interest equal to the legal interest rate of the Act of 2 August 2002 on late payment interests in commercial transactions, which interest shall be compounded daily as of the due date until receipt of full payment by Expect Me. In addition, Client shall pay all costs incurred by Expect Me, as a result of the (extra)judicial enforcement of the Client’s payment obligation under this article, with a minimum of 150 EUR. If Client fails to pay any outstanding amounts within sixty 11.6 Each invoice made by Expect Me shall be deemed to have been accepted by the Client if it is not disputed by registered letter sent to Expect Me wherein the reason for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever dispute is laterexplained, and shall be due and payable upon receipt this within thirty (30) days after the invoice date of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of that specific invoice. 2. Unless otherwise specified in 11.7 In the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after event the expiration use of the Initial Term and any subsequent Renewal TermPlatform, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or Professional Services give rise to additional costs and/or expenses for the fees due thereforClient from third parties (including but not limited to software integration costs), such costs are exclusively the Client’s responsibility and cannot be claimed from Expect Me. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Service Agreement

Payment Terms. 1Payment terms are Net 10 days from the invoice date. All fees for Retainage shall not apply and Customer/Applicant (hereinafter referred to as “Customer”) shall not hold back any amounts from Xxxxxxxxxxx Lumber, Inc. (hereinafter referred to as “Seller”), even if retainage is contractually withheld from Customer by another party. Payment to Seller is not contingent on Customer’s receipt of payment from a third party. Seller, in its sole discretion, may determine that the initial year Customer’s financial condition requires adequate assurance of this Order due performance from Customer, including but not limited to, requiring full or partial payment in advance of delivery of any materials or goods ordered by Customer (any such materials or goods collectively being referred to herein as, the “Goods”). In the event Customer fails to make any payment when due, Seller reserves the right to suspend any further deliveries or to cancel the unfilled portion of any order without liability of Seller, and all unpaid accounts shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be thereupon become due and payable upon receipt to Seller. Interest at highest rate permitted by applicable law, shall accrue on all past due accounts. Waiver of invoice; (ii) fees for Year 1 (described in one or more interest charges shall not be deemed to be a waiver of any other interest charges. In the fee table above) event of non-payment, Customer shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is laterresponsible for, and shall be pay, Seller’s cost of collection, including but not limited to Seller’s reasonable attorney fees and court costs. Seller may apply payments first to accrued interest on any outstanding invoices and then to principal amounts due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, owing on any outstanding invoices unless Customer specifies a particular invoice to which such payment applies. All amounts and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due payments made in connection with the Services or the fees due therefortransactions contemplated herein shall be in United States Dollars. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Credit Application & Sales Agreement

Payment Terms. 1Supplier invoices to Client shall be based on calendar months and are payable within thirty (30) days of invoice (Net 30 Days). All fees [***] Confidential treatment has been requested for the initial year bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. a) Within ten (10) days from the close of each calendar month, Supplier agrees to provide an invoice for actual billing from the previous month. b) In the event of a dispute between Client and Supplier concerning fees, Client must provide a reasonable justification in writing for any invoice disputes within thirty (30) days from the date Client notifies Supplier of the dispute. If no satisfactory resolution is achieved after 30 days from Client’s notification to Supplier of the dispute, the parties will submit their dispute to mediation. Client will continue to remit to Supplier all amounts not in dispute within the normal payment terms established in this Order Agreement c) All amounts payable to Supplier by Client shall be due as follows: in United States currency (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1USD), whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced unless otherwise specifically provided in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceAgreement. Client may setoff such amounts by any amounts owed by Supplier to Client hereunder. 2. Unless otherwise specified d) Payment method will be in the Special Provisions aboveform of company check, this Order Form shall be renewed automatically for successive periods bank draft or bank wire. Bank wire is the preferred method of (5) years (each a “Renewal Term”) after payment by the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableSupplier. 3. Unless otherwise specifiede) All amounts due hereunder do not include any taxes, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicableduties, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate tariffs or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due governmental charges or expenses imposed in connection with the Services this Agreement, and Supplier shall be responsible for payment of all sales, use, excise, value-added or the fees due therefor. 5. Except as otherwise specified similar tax, fee, tariff or duty arising in connection with this OrderAgreement (including without limitation, fees are subject to increase in accordance with the applicable provisions any penalties and interest levied on any of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW'activities conducted or payments made hereunder) and understand that are not based on Client’s net income. If at any time following [***] after the expected deliverables Effective Date, any tariff directly levied on Supplier’s services hereunder is enacted and implemented by any government and such tariff [***], Supplier shall provide to Client [***] to Supplier in performing the services for Finalsite as well as Client hereunder. Within fifteen (15) days of its receipt of such [***] Client shall, in its sole discretion, elect to (a) [***] beginning in the immediately following month for Customer’s project team. I understand the remainder of the term of the Agreement, or (b) provide notice to Supplier that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesSupplier may [***].

Appears in 1 contract

Samples: Master Service Agreement (Buy Com Inc)

Payment Terms. 1CLIENT agrees to the following payment terms: a. CLIENT shall pay TSN the full amount due as shown on the invoice(s) according to the terms specified on each invoice, quote or proposal or in accordance with a separate terms agreement or credit application. All fees for If not otherwise specified, payment will be due upon receipt. Any invoice not contested by CLIENT in writing within ten (10) days from the initial year date of this Order such invoice shall be due deemed fully accepted by CLIENT. b. CLIENT agrees and accepts email transmittal of invoices as follows: (i) Set Up fees an acceptable method of delivery. A service fee of $10 per month will be charged if postal delivery of paper invoices is required. If any of CLIENT’s obligations to TSN is not promptly paid when due, or if CLIENT breaches any provision hereof, TSN may immediately cease rendering Services to CLIENT and CLIENT shall be invoiced in default hereunder and all unpaid installments shall become immediately due and payable. Without prejudice to TSN's remedies hereunder, TSN shall be entitled to interest at the maximum rate permitted by law on the Effective Date of this Order and shall be outstanding amount due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or from the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees the calendar month until paid in full for each subsequent Year consecutive month such amount is outstanding. CLIENT also agrees to pay a collection fee of up to thirty percent (30%) of all applicable invoice amount(s) or the maximum amount permitted by law should it become necessary for TSN to engage outside professional services in the collection of invoice(s) as a result of CLIENT’s failure to pay the invoice(s) when due. CLIENT also agrees to pay any reasonable attorneys’ fees and court costs, which may arise out of any breach made by CLIENT related to this Agreement. c. There will be a Seventy-Five Dollar ($75.00) service charge per returned check. Please note that the issuing party may be held liable for three (3) times the amount of the Initial Term, and for each Renewal Term, shall be invoiced check plus the maximum penalties allowable by law. If funds are not made good within fifteen (15) days of the date on the commencement check, accounts may be turned over for prosecution under the full extent of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoicelaw. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of d. A twenty-five percent (525%) years (each a “Renewal Term”) after the expiration restocking fee of the Initial Term purchase price may be applicable on all returned products and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3canceled orders. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate Returned products must be returned in original packaging along with this Order Formall original contents. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees Returns are subject to increase in accordance with being accepted by distributor or manufacturer; otherwise the applicable provisions of the Master Termssale is final and product cannot be returned. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables Any custom ordered hardware cannot be returned for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesany reason.

Appears in 1 contract

Samples: Master Service Agreement

Payment Terms. 1a) Fees and other compensation to be paid for any work will be as agreed in the relevant statement of work. The price for the Services will not include any applicable taxes and expenses. Those Services performed on a time and materials basis will be provided at the prevailing StarFish corporate rates. b) A deposit shall be required prior to commencement of the Services and will be as agreed in the relevant statement of work. The timeline for the performance of the Services, delivery of any Deliverables and invoicing schedule shall be agreed to as set out in the statement of work. StarFish will invoice ENDRA for all payments. c) ENDRA will be liable for all taxes, duties and levies (“Taxes”) applicable to the supply of the Services and any Deliverables, other than taxes on StarFish’s income. All fees for the initial year of this Order applicable Taxes shall be due clearly identified as follows:listed as separate line items on each invoice. (id) Set Up fees Expenses will be invoiced to ENDRA, at the end of each invoice period in which the costs were incurred, plus a mxxx-up of 15% for handling. Invoices shall be invoiced on reasonably detailed such that the Effective Date amount of this Order payments for engineering, design, research, analysis, computer programming and shall data collection activities, collectively, are identifiable. Written approval of parts purchases will be due required from ENDRA prior to StarFish purchasing these parts. StarFish may require an additional deposit to cover all or part of any expenses before the expenses are incurred. e) Following completion of the Services, late-arriving expense and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall shipping charges will be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year once received. This can vary significantly after completion of the Initial TermServices. ENDRA understands and agrees that a portion of the deposit will be retained until these charges have been paid. f) Unless otherwise expressly stated, and for each Renewal Termall references to monetary amounts contained in this Agreement, or any in statement of work, purchase orders or invoices issued pursuant to this Agreement, shall be invoiced on deemed to be references to United States dollars. g) Payment terms for the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt Services are NET 30 days from date of invoice. Fees for Deposits are due as of the date of invoice. Interest of 1.5% per month (19.6% per annum) will be payable to StarFish on any overdue invoices. h) Without limiting any other Servicesremedies that it may have in contract, at law or in equity, ENDRA acknowledges and agrees that in the event that ENDRA fails to make any payments when due, or is otherwise in material breach of this Agreement, StarFish may at its discretion, and for reimbursable expenseswithout liability, suspend performance of the Services until any outstanding payments have been received. All timelines and associated delivery dates shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoicedeemed to have been adjusted accordingly. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Consulting Agreement (ENDRA Life Sciences Inc.)

Payment Terms. 1In order to use the ACD Online Service, You shall pay the then-standard license or subscription fee(s) (as designated by AIA) for use of the ACD Online Service. All fees Such fee(s) is for the initial year of this Order designated time period, shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is lateradvance, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year non-cancelable once You access or use The ACD Online Service or the designated license period begins following the submission of the Initial Terminformation to establish a registration account with AIA for use of The ACD Online Service. No more than once each calendar year, AIA may increase such fees following the designated license period or the end of the then current calendar year, whichever occurs first. All fees are non-cancelable and do not include any applicable taxes and You shall remain responsible for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due pay all taxes, duties and payable upon receipt levies of invoiceany kind imposed by any governmental entity with respect to the transactions contemplated under the Agreement (exclusive of taxes on AIA’s net income). Fees You shall provide copies of any and all exemption certificates to AIA if You are entitled to any exemption. You shall not offset or reduce any amount owed to AIA. AIA will invoice You for any all standard time and materials rates or such other Services, and for pricing or fees or reimbursable expenses, including, but not limited to, travel and per diem expenses incurred by AIA for any support, training, implementation, or programming work provided at a location outside of AIA’s principal office requested by You. All fees or expenses are in U.S. Dollars ($), and You shall forward the payment of any fees (in U.S. Dollars) to AIA at the address designated by AIA. Unless otherwise indicated by AIA in writing, all invoices that AIA submits to You must be invoiced in accordance with paid within 30 days of the Master Terms or this Order and shall be due and payable upon receipt of AIA’s invoice. 2. All past-due payments will accrue interest at a rate of 1.5% or the highest rate permissible by law, whichever is less, per month on the unpaid balance from the due date until paid in full. AIA also reserves the right to terminate or suspend access to The ACD Online Service if You fail to pay any amounts within 60 days of when due. You shall reimburse AIA for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. Unless otherwise specified in herein, all obligations with respect to the Special Provisions above, this Order Form amounts due to AIA under the Agreement shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the survive any expiration or termination of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableAgreement. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Terms of Service

Payment Terms. 1Subject to terms and conditions determined by Xxxxx in its sole discretion, you will be able to access monthly reports (each, a “Monthly Report“) for User Charges incurred by Authorised Users utilising Corporate Billing during the preceding month (“Monthly Billing“). All fees If you qualify for and elect to participate in Monthly Billing through the Portal, User Charges and Fees shall be billed to you monthly as set forth in the Monthly Report, and each such Monthly Report shall be payable in full by you within thirty (30) days from the date of such Monthly Report. If you have not enabled Corporate Billing and have instead opted for a Reimbursement or corporate credit card method of payment Xxxxx shall charge the Authorised User for Fees at the end of each Authorised User’s booking on a per booking charge basis via the payment methods selected by the Authorised User. Unless otherwise indicated on an Authorised User receipt, all payments made pursuant to this Terms of Use are exclusive of applicable taxes, and you agree to be responsible for the initial year payment of this Order shall any such taxes assessed on such User Charges Fees, including VAT. You agree to provide information that Xxxxx may reasonably request in order for Uthus to be due as follows: able to comply with its tax reporting obligations including, but not limited to, your registered company name, billing address, tax number (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as where applicable) and any other evidence that Uthus may require that you are a business conducting an economic activity. If you are participating in Monthly Billing, the Monthly Report will indicate Fees in the currency applicable to the place of incorporation only. If you are not participating in Monthly Billing, all payments shall be due and payable upon receipt processed in the local currency applicable to the geography of invoicethe Authorised User’s applicable talk. Fees for any other ServicesAll payments are non-refundable unless otherwise stated. For the purpose of clarity, and for reimbursable expenses, all payments shall be invoiced in accordance with made by you to the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified Uthus entity that is stated in the Special Provisions above, this Order Form shall be renewed automatically Uthus for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableBusiness sign up page. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Terms of Use

Payment Terms. 1. All fees for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be Fees are due and payable upon within 45 (forty-five) days of Customer’s receipt of invoice; the applicable Invoice. All amounts payable by Customer to Raptor hereunder are exclusive of any sales, use and other taxes or duties, however designated (ii) fees collectively “Taxes”). Customer will be solely responsible for Year 1 (described in the fee table above) shall be invoiced payment of any Taxes, except for those taxes based on the Effective Date income of Raptor. Customer will provide Raptor its state-issued Direct Pay Exemption Certificate (or equivalent certificate), if applicable, upon execution of this Order Agreement. In the event an applicable taxing authority, as a result of an audit or the first day otherwise, assesses additional Taxes at any time, Customer and not Raptor will be solely responsible for payment of Year 1such additional Taxes and all costs associated with such assessments. Customer will not withhold any Taxes from any amounts due Xxxxxx.xx be required under any applicable law or regulation, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year to withhold or deduct any portion of the Initial Termpayments due to Raptor hereunder, and for each Renewal Term, shall then the sum due to Raptor will be invoiced on increased by the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice amount necessary to yield to Raptor an amount equal to the contrary ninety (90) days sum Raptor would have received had no withholdings or deductions been made. Client acknowledges and agrees that it has had the opportunity to review the Agreement, including without limitation, the Terms, prior to the end execution of the Initial Term or Renewal Term, as applicable. 3this Subscription Agreement. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified capitalized terms in this Order, fees are subject to increase Subscription Agreement have the same meaning as those in accordance with the applicable provisions of the Master Terms. By signing belowBY SIGNING BELOW, Finalsite EACH PARTY REPRESENTS IT HAS READ AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. Signed: \signature2\ Signed: \signature1\ Name: \fullname2\ Name: \fullname1\ Title: \title2\ Title: \title1\ Date: \date2\ Date: \date1\ Quote #: Q-08557 Date: 09-03-2021 Expires On: 10-31-2021 Federal Tax ID: 00-0000000 GSA #: GS-07F-127BA Buyboard #: 579-19 Temecula Valley Unified School District 00000 Xxxxxx Xxxxx Xx. Xxxxxxxx, XX 00000 Xxxxxx Xxxxxx Xxxxxxx Xxxxx xxxxxx@xxxxxxxxxx.xxx Subscription Term: 14 Months Billing Frequency: Annual ProductNotesUnit PriceUnit DiscQuantityYear-1 Line TotalRaptor Emergency ManagementRaptor Emergency Management Suite Annual Access Fee (per site license). Includes Raptor Alert, Raptor Link, Drill Manager, Accountability and Customer each agree to Reunification. Renewal Fee is due on the terms and conditions anniversary month of this Order and the Master Termspurchase. Signature Name Raptor technical support is included.$1,800.00$0.0030$54,000.00Emergency Management ImplementationOne-time implementation fee (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing per site license).$350.00$0.0030$10,500.00Emergency Management Remote TrainingRemote Training for Emergency Management.$8,250.00$4,125.001$4,125.00Year-1 List Total$72,750.00Year-1 Discount$4,125.00 Year-1 Quote Total$68,625.00 Recurring Costs in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.Quote: $54,000.00

Appears in 1 contract

Samples: Purchase and Subscription Services Agreement

Payment Terms. 1The payment will be in US Dollars and made by SWIFT transfer in DAP-procedure (Documents Against Payment. All fees to Uniform Rules for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable Collections, ICC Publication N° 522, June 1995), upon receipt of invoice; (ii) fees for Year 1 (described , quality certificate, certificate of origin, certificate of title assigned to the Buyer as beneficiary, customs declaration and other shipping documents as per clause 16 below from a prime bank in favour of the SELLER, in the fee table above) amount in US Dollars corresponding to the total value of shipment. The payment will be secured by the Documentary Letter of Credit issued by the Buyer’s prime bank to the name of the Seller in format as agreed bank to bank after receiving and verification of POP documents as per clause 14.4 of this SPA Contract. c. Any shortage of payment relative to the Seller’s commercial invoice shall be invoiced settled by means of Debit Notes or supplementary Invoice as the case may be, and the amount settled must be paid immediately. Payment for the Cargo shall be made within three (3) banking days immediately after the product has been discharged into the Buyer’s storage tanks, the Independent Inspector or Surveyor Company confirmed at sight the Quality and Quantity to be correct, and the paying documents, as per Clause 16.2; have been accepted by the paying bank. In the event payment due date falls on a Saturday or a New York banking holiday other than a Monday, then payment will be affected on the Effective Date of this Order preceding New York banking day. If the payment due date falls on a Sunday or a Monday, which is a banking holiday in New York, then the first day of Year 1, whichever is later, and payment shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year effected on the next New York banking day. The Buyer shall instruct its bank to advise Seller’s bank by XXXXX or tested telex quoting the value date of the Initial Termtransfer, the amount, the invoice number and the clearing bank, if any. Such advise is to be sent in due time so as to enable Seller’s bank to credit Seller with value on due date. The Payment instrument will be presented at the issuing bank for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Termpayment, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the contract terms and conditions of this Order and the Master Termsdelivery and payment are effected according to the contract herein. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As The Documentary Letter of Credit shall be in the Customer Contact, form accepted by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') Seller and understand meeting international standard requirements. The Seller and the expected deliverables Buyer shall be responsible for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks their own bank charges and deadlinesfees.

Appears in 1 contract

Samples: Sales Contracts

Payment Terms. 1. (a) All fees for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order Fees and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall Expenses will be invoiced in accordance with the Master payment terms set out in the relevant Contract Summary (‘Payment Terms’). (b) All Fees and Expenses must be paid by the Client in the manner prescribed in the relevant invoice and, in any event: (i) within 7 days of the relevant invoice date; and (ii) in clear funds without any deductions (less any applicable withholding or other tax which the Client is obliged by the law to withhold). (c) If an invoice is outstanding 7 days past the Payment Terms and the invoice is undisputed, ResVu may (after providing the Client with written notice 7 days prior): (i) suspend the delivery of any Cloud Services to the Client; (ii) revoke the Client’s license to use the Cloud Software; (iii) not accept any additional orders for Hardware and/or Software; and/or (iv) suspend or cancel delivery of any additional Hardware and/or Software ordered, until payment of the outstanding invoice in full. (d) The Fees and Expenses do not include any sales tax, customs duty or goods and services tax all of which the Client must pay in addition to the Fees (if applicable). (e) If any undisputed Fee or Expense due under this Order Agreement remains unpaid for 30 days after its due date, ResVu may charge and shall be the Client must pay a finance charge equal to the lesser of 1.5% per month or the maximum rate allowable per applicable law on all amounts past due from the date that such amount became due and payable upon until paid in full.‌ (f) Fees and Expenses will be deemed to be undisputed unless the Client notifies ResVu in writing within 7 days of receipt of the applicable invoice, describing in reasonable detail the nature of the dispute. 2. Unless otherwise specified in (g) ResVu will have no obligation to provide Support Services and/or Additional Works if and for so long as any undisputed Fee and/or Expense is overdue, provided that ResVu gives the Special Provisions above, this Order Form shall be renewed automatically for successive periods Client not less than 14 days written notice of (5) years (each a “Renewal Term”) after its intention to suspend such services if the outstanding amount is not paid by the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablesuch 14-day period. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Enterprise Agreement

Payment Terms. 1. (a) All fees for accrued and unpaid fees, expenses, default interest, costs and any other amounts due from the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and Customer shall be due and payable (i) on the date set forth herein or, if no date is set forth herein, upon receipt demand by WFBC, and (ii) on the Final Termination Date. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of invoicetime shall in such case be included in the computation of the fees, expenses, interest, costs and any other amounts due hereunder, as the case may be. (b) All amounts to be paid by or deposited hereunder will be paid or deposited not later than 1:00 p.m. (Denver, Colorado time) on the day when due in same day funds. All computations of interest and fees shall be calculated for the actual days elapsed based on a 360 day year. (c) Amounts due to WFBC hereunder shall be remitted to WFBC in United States Dollars. (d) The Customer shall pay, as a full recourse obligation, all fees, interest, costs and expenses, including all amounts payable under Section 11.07. (e) The Customer will pay on demand to WFBC interest (before and after default and before and after judgment, with interest on overdue interest at the same rate) on all amounts not paid to or deposited when due hereunder (other than amounts due under Section 3.10(b)) at a rate equal to LIBOR, which interest rate shall change whenever LIBOR changes, plus eight and three quarters of one percent (8.75%) per annum calculated daily. (f) The Customer will make all payments required to be made by it hereunder without deduction or setoff regardless of any defense or counterclaim. (g) The Customer acknowledges that (i) WFBC may maintain records of the Purchased Amount, all Purchased Accounts, all proceeds of Collateral and all amounts paid by the Customer to WFBC hereunder, including all fees, interest, costs and expenses; (ii) fees for Year 1 (described in the fee table above) shall such records shall, absent manifest error, be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, conclusive evidence thereof and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year the failure of WFBC to maintain any such records shall not limit or otherwise affect the obligations of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereforrights and remedies of WFBC hereunder or under any Related Document. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Account Purchase Agreement (Corporate Resource Services, Inc.)

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Payment Terms. 1. All fees for a. Absent any provision to the initial year contrary, District shall not be obligated to make any payment (whether a Progress Payment or Final Payment) to Vendor hereunder if any one or more of this Order shall be due as followsthe following conditions precedent exist: (i1) Set Up fees shall be invoiced on the Effective Date of Vendor is in breach or default under this Order and shall be due and payable upon receipt of invoice; Agreement; (ii2) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement Any part of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced payment is attributable to Work which is not performed in accordance with the Master Terms or this Order and Agreement; provided, however, such payment shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice made as to the contrary ninety (90) days prior part thereof attributable to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned Work which is performed in accordance with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and Agreement; (3) Vendor has failed to make payments promptly to its sub-vendors or sub-contractors or other transactional taxes due third parties used in connection with the Services or Work for which District has made payment to Vendor; or (4) If District, in its good faith judgment, determines that the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject portion of the compensation then remaining unpaid will not be sufficient to increase complete the Work in accordance with the applicable provisions this Agreement, no additional payments will be due to Vendor hereunder unless and until Vendor, at its sole cost, performs a sufficient portion of the Master TermsWork so that such portion of the compensation then remaining unpaid is determined by District to be sufficient to so complete the Work. b. No partial payment made hereunder shall be construed to be final acceptance or approval of that part of the Work to which such partial payment relates nor shall it relieve Vendor of any of its obligations hereunder with respect thereto. c. Vendor shall promptly pay all bills for labor and/or material performed and furnished by others in connection with the performance of the Work. d. Vendor shall maintain on a current basis complete books and records relating to this Agreement. By signing belowSuch records shall include, Finalsite but not be limited to, documents supporting all bids, income and Customer each agree expenditures. The books and records shall be original entry books with a general ledger itemizing all debits and credits for the work on this Agreement. In addition, Vendor shall maintain detailed payroll record including all subsistence, travel and field expenses, canceled checks and receipts and invoices for all items. These documents and records shall be retained for at least ten (10) years from the completion of this Agreement. Vendor will permit District to audit all books, accounts or record relating to this Agreement or all books, accounts or record of any business entities controlled by Vendor that participated in this Agreement in any way. Any audit may be conducted on Vendor's premises or, at District's option; another location. Vendor shall provide all books and records within fifteen (15) days upon receipt of written notice from District. Vendor shall refund any monies erroneously paid to the terms Vendor or charged to the District. If District ascertains that it has been billed erroneously by Vendor for an amount equaling 5% or more of the Agreement amount, Vendor shall be liable for the costs of the audit in addition to any other penalty to be imposed. e. The acceptance of Final Payment shall constitute a waiver of all claims by the Vendor except those previously made in writing and conditions identified by the Vendor as unsettled at the time of the Final Request for payment. f. District shall have the right to verify the details set forth in Vendor's xxxxxxxx, certificates, and statements, either before or after payment therefor, by (1) inspecting the books and records of Vendor at mutually convenient times; (2) examining any reports with respect to this Project; (3) interviewing Vendor's business employees; (4) visiting any place where performance of all or a portion of the work occurs; and (5) other reasonable action. g. In the event a federal grant or other federal financing participates in the funding of this Order agreement , the Vendor shall permit access to and grant any federal representatives the right to examine his books covering his work under this Agreement. The Vendor shall comply with federal requirements as they relate to this work . h. For purposes of Texas Government Code §§ 2251.021(a)(1) and 2251.021(a)(2), the date the performance of service is completed, and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As date goods are received, is the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read date when the Statement of District's representative approves the invoice. i. District shall not prepay for any Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline until it is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinescompleted.

Appears in 1 contract

Samples: Service Agreement

Payment Terms. 1. All fees (a) Upon submitting a signed and completed Membership Agreement, and Agreement Deposit, you will deliver to us the monthly fee contained in your Membership Agreement (the “Member Fee”) for the initial year first month without demand, prorated as of this Order shall be due as follows: (i) Set Up fees shall be invoiced the number of days remaining in such month. Afterward, you will pay the Member Fee monthly, in advance, on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1the month. Should the Member not fulfill their obligations per this Agreement, whichever including paying the first monthly fee within seven business days of the first Pay Date listed in this Agreement, the Agreement Deposit shall be forfeited. (b) You agree to pay the monthly fee via an Automated Clearing House (ACH) debit transaction, other preauthorized electronic fund transfer, or major credit card. You are responsible for paying any fees of your financial institution associated with the pre- authorized payment. (c) CTRL Collective reserves the right to terminate the Membership Agreement and cease all Services in the event of a late payment, including any payment which is laterlate due to insufficient funds. In the event that CTRL Collective does not exercise this right, you shall pay a late fee of 10% on all overdue balances and the Agreement Deposit shall be forfeited. CTRL Collective’s waiver of its termination right for any late payment shall not be deemed a waiver of such right as to any future late payment. CTRL Collective reserves the right to withhold the Services, including barring your entry to the Premises while there are any outstanding fees and/or interest. You agree to waive any and all rights of set off as to the Member Fee. (d) Upon your breach of this Membership Agreement, in addition to any other rights which CTRL Collective may have, any discounts which you have been granted will automatically terminate, and all monthly fees for the duration of the original Agreement shall be due and payable upon receipt of invoice; to CTRL Collective. (iiie) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) The Agreement Deposit is not a Member Fee and shall not be due and payable upon receipt of invoice. applied to monthly Membership Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned monthly fees associated with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereforAgreement. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Membership Agreement

Payment Terms. 1. All fees for the initial year of this Order BAXTER shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees invoice CLIENT for each subsequent Year of the Initial Term, Kit Component or Kit that is Produced under this Agreement and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced released by XXXXXX'x quality assurance department in accordance with the Master Terms Quality Agreement at the time such Kit Component or this Order and Kit is so released; provided, however, that the stated due date of each such invoice shall not be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end later of (a) [CONFIDENTIAL TREATMENT REQUESTED] following the date of CLIENT's receipt of the Initial Term or Renewal Termapplicable Product samples, as applicable. 3. Unless otherwise specified, all dollars ($b) are United States currency. 4. Sales/VAT Tax: If applicable, a copy [CONFIDENTIAL TREATMENT REQUESTED] following the date of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for CLIENT's receipt of the applicable sales, use Released Executed Batch Record(s) and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase related documentation in accordance with the applicable provisions Product Master Plan, or (c) [CONFIDENTIAL TREATMENT REQUESTED]s following the date of the Master Termsinvoice. By signing belowBAXTER shall invoice CLIENT for all process development, Finalsite validation and Customer each agree regulatory services (if any) monthly in arrears, which invoices shall set forth in reasonably specific detail the services performed and the costs therefor. CLIENT shall pay all amounts invoiced on or before the stated due date of the applicable invoice, provided that on the date of such invoice BAXTER shall have (a) sent by facsimile such invoice to CLIENT to such facsimile number as most recently requested in writing by CLIENT for such purpose, and (b) deposited the original of such invoice in the United States mail, first class postage prepaid and addressed to CLIENT at such address as most recently requested in writing by CLIENT for such purpose. Notwithstanding anything to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing contrary in this boxSection, I agree on behalf of Customer that I have read [CONFIDENTIAL TREATMENT REQUESTED] Payments shall be made in U.S. dollars by check delivered to BAXTER, or by wire transfer. Each invoice shall be payable by CLIENT in accordance with the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project teamterms noted above. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.[CONFIDENTIAL TREATMENT REQUESTED]. 6.5

Appears in 1 contract

Samples: Commercial Supply Agreement (Idec Pharmaceuticals Corp / De)

Payment Terms. 1(a) Customer will pay SAIC monthly on a "time and materials" basis for labor expended and costs and expenses incurred, as hereinafter described. All fees SAIC will use good faith efforts to complete the Services and deliver the Deliverables within the estimated price ("Estimated Price") set forth in Exhibit B, but does not guarantee that the Services can be completed or the Deliverables can be delivered within the Estimated Price. (b) Customer shall pay to SAIC for labor expended in performing the Services an amount computed by multiplying the applicable hourly billing rate set forth in Exhibit B by the number of hours worked. Fractional parts of an hour shall be payable on a prorated basis. (c) In addition to paying for labor expended, Customer shall reimburse SAIC for the initial year cost of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order all goods and shall be due and payable upon receipt of invoice; (ii) fees materials purchased exclusively for Year 1 (described use in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with performing the Services or the fees due therefor. 5. Except as otherwise specified in this Orderwhich are incorporated into any Deliverable, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project teamall reasonable travel expenses and miscellaneous out-of-pocket expenses incurred in performing the Services. I understand that Such costs and expenses shall be subject to the project timeline administrative and overhead charge provided in Exhibit B. (d) Customer shall have no obligation to pay SAIC more than the Estimated Price. SAIC shall have no obligation to provide labor or incur costs or expenses having a combined value more than the Estimated Price, even if the Services have not been completed or the Deliverables delivered, or the results desired by Customer have not been achieved. The parties may, by mutual written agreement, increase the Estimated Price. (e) Customer shall make an initial payment of working capital to SAIC of $200,000 within 30 days of contract award and shall there after replenish the level of working capital by making payments according to the schedule and provisions of Exhibit B. Customer shall provide this amount until such time as SAIC has been paid the amount of $6,800,000. Thereafter, SAIC shall draw down on the working capital until the Not To Exceed Amount of $7,7000,00 is expended. SAIC shall have a good faith estimate which is dependent onlien upon and may retain or repossess any and all Deliverables if Customer does not make payment in full to SAIC. (f) Invoiced amounts are immediately due and payable by either electronic funds transfer (EFT) or by mail to the following location(s): If Customer has EFT capabilities, among use the following address: Science Applications International Corporation Bank of America San Francisco Account No. 14520-00006 ABA No. 121000358 Telegraphic Abbxxxxxxxxx: BNKAMER Reference: Project Number(s) and Invoice Numbers(s) If Customer does not have EFT capabilities, use the following address: Science Applications International Corporation File No. 2570 Los Angeles, CA 00000-0000 Xxxxxxxxx: Xxxxxxx Xxxxxr(s) and Invoice Numbers(s) (g) If Customer fails to pay the total amount of an invoice within thirty (30) days of such invoice, interest compounded at the rate of one percent (1%) per month shall be charged on all amounts unpaid and outstanding. If Customer fails to make any payment to SAIC as required hereunder, SAIC shall have the right, exercisable in SAIC's sole discretion, in addition to its other factorsrights and remedies, Customer’s ability to meet respective Customer tasks and deadlinescease further performance of the Services hereunder. (h) Bill To Address. The invoice will be mailed to: Ocean Power 5000 Robert J. Matthews Parkway El Dorado Xxxxx, XX 00000

Appears in 1 contract

Samples: Professional Services Agreement (Ocean Power Corp)

Payment Terms. 1. All fees Unless otherwise agreed to by Seller in a purchase order, payment for the initial year of this Order shall goods, parts and/or services will be due as follows: no later than 30 (ithirty) Set Up fees shall calendar days from the date of invoice. Partial shipments will be invoiced on as they are shipped. Unless otherwise required by local laws, Seller may submit invoices electronically and is not required to provide a hard copy of the Effective Date of this Order and shall invoice. Unless otherwise agreed to by Seller in a purchase order, payments must be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table abovecurrency of the country in which the Seller is based and must be made via electronic fund transfer. Unless otherwise agreed to by Seller, payment by credit card is not permitted. If Seller establishes a payment portal, Buyer shall pay Seller through such portal. Disputes as to invoices must be accompanied by detailed supporting information and are deemed waived 15 (fifteen) shall calendar days following the invoice date. Seller reserves the right to correct any inaccurate invoices. Any corrected invoice must be invoiced on paid by the Effective Date of this Order original invoice payment due date or the first day issuance date of Year 1the corrected invoice, whichever is later. Buyer must pay the undisputed amount of the invoice within the original invoice payment due date. If Buyer is delinquent in its payment obligations to Seller for any undisputed amount regardless of whether under a purchase order or any other related contract with Seller, Seller may, at Seller’s sole option and shall until all delinquent amounts and late charges, if any, are paid: (1) be due relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and payable upon receipt of invoicelead-times under any contract; (iii2) fees for each subsequent Year refuse to process any credit to which Buyer may be entitled under any contract; (3) set off any credit or sum owed by Seller or any of Seller’s affiliates to Buyer against any undisputed amount owed by Buyer to Seller or any of Seller’s affiliates including but not limited to amounts owed under any contract or order between the Initial Term, Parties; (4) withhold performance and for each Renewal Term, shall be invoiced on the commencement of future shipments to Buyer to which Seller is obliged under such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of contract; (5) years declare Buyer’s performance in breach and terminate any purchase order under these terms or any order under any related mutually concluded contract with Seller; (each 6) repossess goods for which payment has not been made ; (7) deliver future shipments under any related contract on a “Renewal Term”cash-with- order or cash-in-advance basis; (8) assess late charges on delinquent amounts at a rate of 9% above the annual basic interest rate; (9) after charge storage or inventory carrying fees on goods; (10) recover all costs of collection including, without limitation, reasonable attorneys’ fees; (11) if Buyer is delinquent on a payment schedule, accelerate all remaining payments and declare the expiration total outstanding balance then due and owing; or (12) combine any of the Initial Term above rights and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice remedies. The above remedies are in addition to all other remedies available to the contrary ninety (90) days prior to the end of the Initial Term Seller at law or Renewal Term, as applicablein equity. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Sales Contracts

Payment Terms. 1YOU shall pay all undisputed portions of HID's invoices within thirty (30) days from the date on the invoice. All Except as expressly provided, all fees for paid are non-refundable, and YOU have no right to set-off any amount invoiced to YOU. Any notice of error in an HID invoice must be received by HID in writing at the initial year HID address shown on the relevant invoice within ten (10) business days of this Order the date on the invoice, after which period the HID invoice shall be due as follows: (i) Set Up fees shall deemed undisputed. Payments will be invoiced made only in the currency listed on HID’s invoice and to the address or account listed on the Effective Date front of this Order HID's invoice. HID’s pricing is based on the 30 day payment terms. HID’s acceptance of any deviation from these payment terms is at HID's sole discretion and shall may be due and payable upon receipt conditioned on YOUR acceptance of invoice; (ii) fees for Year 1 (described a pricing adjustment reflecting the increase in the fee table aboveassociated cost or risk to HID. Undisputed amounts which remain unpaid for thirty (30) shall be invoiced days or more after the date on the Effective Date invoice are overdue. In addition to any other available remedy, HID reserves the right to suspend shipment(s), terminate orders or its offer to make sales to YOU, and charge a monthly interest rate of this Order 1.5% (or the first day of Year 1maximum permitted by applicable law, whichever is laterless) on those undisputed amounts remaining overdue. YOU hereby grant and HID reserves a lien on each Product purchased by YOU, and shall in any proceeds thereof, for the amount of its purchase price plus any interest which may be due and payable upon receipt of invoice; (iii) fees for each subsequent Year accrued thereon. Payment in full of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration purchase price of the Initial Term and Product will release the lien on that Product. If YOU default under any subsequent Renewal Termobligation in this subsection 2, unless Client provides AIT, or AIT provides Client, with "Payment Terms," YOU agree to make products available so that HID can repossess them without a written notice to the contrary ninety (90) days prior to the end breach of the Initial Term peace. In the event HID incurs collection costs or Renewal Terminstitutes suit to collect any amount owed by YOU under this Agreement, as applicable. 3YOU agree to pay HID’s collection costs (including, without limitation, its attorneys’ fees and court costs). Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees HID's prices are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlineschange without notice.

Appears in 1 contract

Samples: General Sales Policy

Payment Terms. 1(a) The Customer shall pay all amounts due under this Agreement (including any Connection Charges) and contained in an invoice within thirty (30) Days from the date of issuance of the invoice. Unless otherwise agreed, payment shall be in Saudi Riyals via a direct transfer to a bank nominated by the Company. (b) All fees payments to be made by the Customer to the Company under this Agreement shall be made in immediately available funds, without demand and without counterclaim, deduction (including with respect to taxes) or set-off of any kind. (c) The Company shall issue an invoice for Water Services on a monthly basis for the initial year of this Order previous month to which the invoice relates. Each invoice shall be due as followscontain the following details: (i) Set Up fees shall be invoiced on the Effective Date of this Order reference number for the Agreement and shall be due and payable upon receipt of invoice; Customer Number (if available); (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, invoice number and shall be due and payable upon receipt of invoice; invoice date; (iii) fees Customer name, address, VAT number; (iv) details of Water Services rendered by the Company for each subsequent Year of the Initial Termrelevant month to which the invoice relates to; (v) the Company’s bank account details; (vi) the period covered by the invoice; and (vii) any applicable Taxes (including Zakat, and for each Renewal TermVAT or withholding tax, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and pursuant to Clause 31. (d) Payments will be made by the Customer in the manner specified under the invoice. The Company shall issue an invoice with the prevailing VAT rate as applicable, wherein such invoice shall be due and payable upon receipt in compliance with Applicable Law at the time of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt issuance of such invoice. 2. Unless otherwise specified in (e) For the Special Provisions aboveavoidance of doubt, this Order Form shall be renewed automatically for successive periods the Tariffs are exclusive of value added tax (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal TermVAT), unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions under Clause 31 of this Order Agreement. The Customer agrees that, should any Applicable Law require that VAT, or any other tax, be imposed, the Company may include such VAT, or other tax, in the relevant invoice (or otherwise charge such VAT, or other tax, to the Customer) and the Master Terms. Signature Name Customer shall pay such VAT or other tax or levies. (printedf) Title Should payment of any amount due to the Company under this Agreement not have been made within the period pursuant to Clause 30.5(a) above then, the Company has the right to, at its discretion, and without prejudice to any other right: (printedi) Date Signature Name charge a late payment administrative fee for such unpaid amount at the lower of a rate of [five per cent (printed5%)]6 of the unpaid amount due per month, or the maximum rate permitted by Applicable Law; (ii) Title terminate this Agreement upon providing thirty (printed30) Date As Days prior written notice to the Customer Contact, by initialing in this box, I agree Customer; (iii) suspend the delivery of the Connection and/or the supply of the Water Service until such payment default is remedied; and/or (iv) exercise any other right or remedy it may have under any Applicable Law on behalf account of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinessuch payment default.

Appears in 1 contract

Samples: Agreement for Provision of Water Services

Payment Terms. 1. All A. A&M System shall not pay any costs or fees for the initial year as a direct result of this Order Agreement. For Services rendered as a result of this Agreement, Member shall be due as follows: (i) Set Up fees shall be invoiced pay PROVIDER based on the Effective Date pricing stated within Exhibit A, attached hereto. B. Each Member that chooses to utilize the Services within this Agreement will be responsible to issue a purchase order or execute its own specific agreement, which references this Agreement, and making an express assumption (in addition to A&M System) of all rights and obligations of this Agreement as applicable to such Member purchase order or Member specific agreement. A Member’s entering into a purchase order or Member specific agreement will constitute a separate contract and PROVIDER will look solely to such Member (and not to A&M System or any other Member) for satisfaction of any liability arising under or relating to the procurement of Services by such Member. This process is further defined in Exhibit A, item 6. C. PROVIDER shall invoice Member for amounts due consistent with the payment schedule as negotiated under the Order Form. Each invoice must reference the Order Form and shall be due and payable upon receipt of invoice; Member’s purchase order number (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as if applicable) and shall be due include a description of services provided along with documentation that Member may reasonably request to support the invoice amount. Member will make payment on a properly prepared and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced submitted invoice in accordance with Chapter 2251, Texas Government Code (the Master Terms “Texas Prompt Payment Act”), which shall govern remittance of payment and remedies for late payment and non-payment. All payments received by PROVIDER are non-refundable. If Member fails to make any payment when due, PROVIDER may revoke or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice suspend such Member’s rights to the contrary ninety (90) days prior to Services. At the end of the Initial Term or Renewal Term, as applicablePROVIDER may increase fees up to five percent (5%) of that Term’s fees. Notwithstanding the foregoing, Member may terminate the Agreement or Applicable Order Form in the event service interruption extends for ten (10) or more days. 3D. Amounts dues under this Agreement do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, without limitation, value-added taxes, sales taxes, use taxes, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Unless otherwise specifiedMember is responsible for paying all Taxes associated with its purchases hereunder at the applicable rates. If PROVIDER has the legal obligation to pay or collect Taxes for which Member is responsible, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite PROVIDER will invoice Customer Member and Member shall pay that amount unless Member provides PROVIDER with a valid tax exemption certificate authorized by the appropriate taxing authority. For purposes of clarity, PROVIDER is solely responsible for applicable salestaxes assessable against it based on its income, use property, and other transactional taxes due in connection with the Services or the fees due thereforemployees. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Master Services Agreement

Payment Terms. 1. All fees for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (53) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety thirty (9030) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Finalsite Order

Payment Terms. 1. All fees for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AITFinalsite, or AIT Finalsite provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. Any SOWs to which links are provided above in Section A, "Pricing Summary," are incorporated into this Order by reference, and any professional services described therein are included as part of your software package. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order, the Master Terms, and any SOWs incorporated by reference. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.Signature

Appears in 1 contract

Samples: Finalsite Order

Payment Terms. 13.1 The Monthly Service Fees will be payable from the commencement of the Minimum Service Period onwards in respect of all units of Equipment ordered, irrespective of when the Customer arranges installation. All fees The first Monthly Service Fees and charges for installation, the Equipment and any Professional Services (if applicable) are due and payable and will be taken by direct debit or by credit card on the date on which the Minimum Service Period commences and thereafter for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall Monthly Service Fees will be due and payable upon receipt taken by direct debit or credit card quarterly in advance. If the Customer chooses another mode of invoice; (ii) fees payment or stops paying the Monthly Service Fees by direct debit or by credit card Masternaut may invoice the Customer for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1all future Monthly Service Fees and increase them by up to 10%. 3.2 Except as specified otherwise, whichever is later, and shall be all charges are due and payable upon receipt within 30 days of invoice; invoice date. 3.3 The Customer agrees that Masternaut may issue invoices to it by electronic means and that invoices issued in this manner shall be valid. It is the Customer’s responsibility to notify Masternaut of any change to the email address to which it would like invoices to be issued. In the event that any email address given by the Customer ceases to be valid the Customer agrees that Masternaut may place invoices in the Customer’s self-service portal and that such placement shall be deemed to be a valid issue of such invoices. 3.4 The Customer agrees that Masternaut may take payment for any text messaging and excess data requested or consumed by the Customer while using the Telematic Services (iiiincluding Equipment or Platform text alerting or excess two-way messaging) fees and all additional services and items provided by Masternaut to the Customer (that are not paid for each subsequent Year by the Monthly Service Fees), at Masternaut’s standard rate as applicable from time to time, by direct debit or by credit card. Masternaut will send the Customer an invoice notifying it in advance of the Initial Termsums being taken by direct debit or by credit card. 3.5 Notwithstanding any other provision in this Contract all payments payable to Masternaut under this Contract shall become due immediately upon termination of this Contract, howsoever arising. 3.6 All payments and fees due under this Contract are subject to the addition of VAT and any other applicable taxes, duties or levies at the then prevailing rate. Any firm prices quoted are with errors and omissions excepted. 3.7 Masternaut will increase the Monthly Service Fees annually every January by the corresponding variation in the RPI for each Renewal Term, the 12 months period ending in the previous October plus 2%. In the event that such variation in the RPI is negative a 2% increase shall be invoiced applied. 3.8 Except as provided in this clause, the Customer shall make all payments due under this Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. If the Customer has a valid court order requiring an amount to be paid by Masternaut to the Customer or if the parties agree on any such amount, the Customer shall be entitled to set-off such sum against any monies the Customer owes to Masternaut under this Contract. 3.9 Without prejudice to any other rights Masternaut may have if the Customer fails to pay any sum due pursuant to this Contract on the commencement due date then Masternaut may: 3.9.1 charge in addition to the amount overdue: 3.9.1.1 interest (both before and after any judgment) on the amount unpaid at the rate specified under the Late Payment of such Year Commercial Debts (Interest) Act 1998 from the due date until the date of payment; 3.9.1.2 an administration fee of £25 per month or Renewal Term (as applicable) and shall be part month, from the due and payable upon receipt date until the date of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with payment; 3.9.1.3 the Master Terms or this Order and shall be due and payable upon receipt cost of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term time spent pursuing payment and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to travelling expenses incurred; and 3.9.1.4 the contrary ninety (90) days prior to the end amount of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due legal costs incurred by Masternaut in connection with the recovery or attempted recovery of the whole or part of any such monies due (on a full indemnity basis) whether or not proceedings are commenced or costs can be awarded by the court; 3.9.2 suspend the provision of the Services until such time as all such payments due including all interest accrued and any costs incurred have been paid in full; and 3.9.3 immediately and on reasonable notice recover the Equipment where title has not transferred to the Customer, or any part of the fees due thereforsame and the Customer authorises Masternaut to enter upon the Customer’s premises and/or work upon the Customer’s vehicles, by its servants and/or agents, for that purpose. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions 3.10 This clause 3 shall survive termination of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesContract.

Appears in 1 contract

Samples: Terms of Trade

Payment Terms. 1. All fees for the initial year of this Order shall be due as followsClient agrees: (i) Set Up to pay AbeTech all fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; reimbursable expenses not later than thirty (ii30) fees for Year 1 days after AbeTech submits its invoice (described which, in the fee table above) shall be invoiced on the Effective Date case of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced accompanied by reasonable and appropriate expense documentation), or such other schedule as may be set forth in accordance with the Master Terms Exhibit A or this Order any applicable SOW or Order, or both (collectively, “Payments”); (ii) all Payments made by Client are non-refundable, except as otherwise set forth herein, and shall be made without set-off; (iii) fees listed in Exhibit A or any SOW or Order do not include value-added taxes (VAT), sales taxes, or any other taxes or duties; (iv) all past due amounts will bear interest at the lesser of one and payable upon receipt one-half percent (1.5%) per month or the highest interest rate allowable under applicable law; and (v) if any invoiced Payments, taxes or duties, related to this Agreement are more than fifteen (15) days past due for payment, AbeTech, at its sole discretion and not in lieu of invoice. 2any other remedy, may cease providing Goods, Services, and Licenses until such time as Client is once again current in its invoiced Payments, taxes and duties to AbeTech (as reasonably determined by AbeTech). Unless otherwise specified in the Special Provisions aboveFurther, this Order Form shall be renewed automatically Client agrees it is responsible for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term paying all sales, use, VAT, and any subsequent Renewal Termother applicable taxes however designated, unless Client provides AITother than those based on AbeTech’s net income, or AIT provides Clientfor the Goods, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal TermServices, and Licenses provided under this Agreement, as applicable. 3. Unless otherwise specifiedIf Client requests that any such taxes not be included in the invoice, all dollars Client agrees to ($i) are United States currency. 4. Sales/VAT Tax: If applicable, provide a copy of Customer’s Sales/VAT Tax Direct Pay Certificate sales tax exemption letter or its Sales/VAT functional equivalent in a form reasonably acceptable to AbeTech (“Tax Exemption Certificate must be returned with this Order FormLetter”) for the audit files of AbeTech prior to invoicing; or (ii) if such Tax Exemption Letter is not provided prior to invoicing, pay such taxes and file a refund on its own behalf at a later date. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree Notwithstanding anything herein to the terms contrary, Client shall indemnify, defend and conditions of this Order hold AbeTech harmless from and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contactagainst all claims and liability arising from Client’s delay or failure, for any reason, to pay any tax or file any return or information required by law, by initialing in rule or regulation, or by this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability Agreement to meet respective Customer tasks and deadlinesbe paid or filed by Client.

Appears in 1 contract

Samples: Master Goods, Services & Licenses Agreement

Payment Terms. 1. All fees for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Finalsite Order

Payment Terms. 1. All fees for the initial year of 19.1 Any payments under this Order Agreement shall be due as follows: (i) Set Up fees shall be invoiced effected at the latest on the Effective Date relevant due date for such payment, by irrevocable wire transfer free and clear of this Order costs and charges (other than any costs and charges levied by the recipient’s bank) and any withholdings, in immediately (on the same day) available US-Dollar-denominated funds with value on the relevant due date. Any accrued interest shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described together with the relevant principal amount to which it relates. DM_DE 16571412-54.121932.0011 19.2 Any payments to be made under this Agreement to the Escrow Account shall, except as otherwise expressly provided in this Agreement or agreed in writing by the fee table above) shall Parties, be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is latermade, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of have discharging effect only if made, into the Initial Termfollowing bank account: Account holder: Xx. Xxxxxxxx Xxxxxxxxxxx, and for each Renewal TermLL.M. Bank: NOTARTREUHANDBANK AG [***] 19.3 Any payment owed by the Sellers to the Purchaser under this Agreement, except as otherwise expressly provided in this Agreement, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) made, and shall be due and payable upon receipt of invoice. Fees for any have discharging effect only if made, into the following bank account or into such other Services, and for reimbursable expenses, shall be invoiced in accordance with bank account as notified by the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in Purchaser to the Special Provisions above, this Order Form shall be renewed automatically for successive periods of Sellers at least five (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days Business Days prior to the end date on which such relevant payment falls due: Account holder: Ligand Pharmaceuticals Inc. [***] 19.4 Unless expressly otherwise provided in this Agreement, any payments to be made by any of the Initial Term Parties pursuant to this Agreement shall be made in US-Dollar currency. In the event that conversion rates have to be applied to determine an amount payable or Renewal Termto set-off claims (to the extent permitted) in differing currencies against each other pursuant to this Agreement, the conversion rates to be applied shall be the conversion rates for value at the relevant reference date as applicablepublished on the website at noon on such reference date. In the event that a conversion rate for estimations referring to a specific reference date has to be determined, the relevant reference date for the estima-tion shall be the date on which such estimation is made. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. 19.5 Except as otherwise specified in this Orderprovided herein, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name Party shall pay interest on any amount becoming due (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW'fällig) and understand payable (zahlbar) to any other Party under this Agreement as from (and including) the expected deliverables for Finalsite as well as for Customer’s project team. I understand that respective due date until (but excluding) the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesday of actual payment at the statutory rate.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ligand Pharmaceuticals Inc)

Payment Terms. 1. All fees for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (53) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety thirty (9030) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Finalsite Order

Payment Terms. 1a. Unless otherwise stated on the front of this form, the terms of the sale are balance due upon shipment. Seller reserves the right to require alternative payment terms, including, without limitation, sight draft, letter of credit or payment in advance. All fees payments shall be made to Seller at its principal office in San Francisco, California, or such other office as designated on the face hereof. Interest accrues on overdue invoices at the rate of 1.5% per month, but not more than the amount allowed by law, on the unpaid balance from the original due date of the invoice. Payment shall not be withheld for delay in installation if at Buyer’s request, nor for delay in delivery or required documentation unless a separate price is stated therefore, and only to the initial year extent of the prices stated. b. All orders are subject to, and the obligation of Seller to make deliveries is subject to, the right of the Seller as provided in paragraph 11, to require of the Buyer payment of all or any part of the purchase price in advance of delivery or to make shipment C.O.D. If the Buyer fails to make advance payment when requested by Seller, or if the Buyer becomes delinquent in the payment of any sum due Seller (whether or not arising out of this Order order) or refuses to accept C.O.D. shipment, then Seller shall have the right, in addition to any other remedy to which it may be due as follows: (i) Set Up fees shall be invoiced on entitled in law or equity, to cancel the Effective Date of this Order sales order, refuse to make further deliveries, and shall be declare immediately due and payable upon receipt of invoice; (ii) fees all unpaid amounts for Year 1 (described goods previously delivered to the Buyer. Partial shipments made under any order shall be treated as a separate transaction and payment thereof shall be made accordingly. However, in the fee table above) shall be invoiced on event of any default by Buyer, Seller may decline to make further shipments without in any way affecting its rights under such order. c. Seller reserves a purchase money security interest in the Effective Date of this Order or Products sold hereunder and the first day of Year 1proceeds thereof, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year in the amount of the Initial Termpurchase price. In the event of default by Buyer on any of its obligations to Seller. Seller will have the right to repossess the goods sold hereunder without liability to Buyer. In such event, Buyer agrees to make the Products available to Seller so that Seller can repossess them without a breach of the peace. This security interest will be satisfied by payment in full. A copy of the invoice may be filed with appropriate authorities at any time as a financing statement and/or chattel mortgage to perfect Seller’s security interest. Buyer shall cooperate fully with Seller to execute such other documents and to accomplish such filings and/or recordings thereof as Seller may deem necessary for each Renewal Term, shall be invoiced on the commencement protection of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified Seller’s interests in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableProducts furnished hereunder. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Standard Terms and Conditions of Sale

Payment Terms. 17.1. All fees Buyer shall pay all invoiced amounts due to TAGARNO on receipt of TAGARNO’s invoice and in accordance with any terms or schedule (the “Payment Terms”) set forth in the accompanying Sales Order Confirmation. Buyer shall make all payments hereunder in US dollars by wire transfer, check or as otherwise specified in TAGARNO’s Sales Order Confirmation and related invoice sent to Buyer. 7.2. Buyer shall pay interest on all late payments at the higher of the rate of 1.50% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse TAGARNO for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which TAGARNO does not waive by the exercise of any rights hereunder), TAGARNO shall be entitled to suspend, or require pre-payment in cash prior to, the delivery of any Products if Buyer fails to pay any amounts when due hereunder and such failure continues for 5 days following Notice thereof. 7.3. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or Dispute (as defined below) with TAGARNO, whether relating to TAGARNO’s breach, bankruptcy or otherwise. 8.1. TAGARNO warrants to Buyer that for a period of twenty-four (24) months from the date of receipt of TAGARNO’s invoice for the initial year Products ("Warranty Period"), that such Products will conform to the specifications in effect as of this Order the date of delivery and will be free from material defects in material and workmanship. 8.2. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 8.1, TAGARNO MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. 8.3. Products manufactured by a third party (a “Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 8.1. For the avoidance of doubt, TAGARNO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. 8.4. TAGARNO shall not be due as follows: liable for a breach of the warranties set forth in Section 9.1 unless: (i) Set Up fees shall be invoiced on the Effective Date of this Order Products were packed, shipped, handled, delivered and shall be due and payable upon receipt of invoicetransported with reasonable care; (ii) fees for Year 1 Buyer gives Notice of the defective Products, reasonably described, to TAGARNO within seven (described in 7) days of the fee table above) shall be invoiced on time when Xxxxx discovers or ought to have discovered the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoicedefect; (iii) fees for each subsequent Year if applicable, TAGARNO is given a reasonable opportunity after receiving the Notice of breach of the Initial Term, warranty set forth in Section 8.1 to examine such Products and Buyer (if requested to do so by Products) returns such Products to the Delivery Point at TAGARNO’s cost for each Renewal Term, the examination to take place there; and (iv) TAGARNO reasonably verifies Buyer’s claim that the Products are defective. 8.5. TAGARNO shall not be invoiced on liable for a breach of the commencement warranty set forth in Section 8.1 if: (i) Buyer makes any further use of such Year Products after giving such Notice; (ii) the defect arises because Buyer failed to follow TAGARNO’s oral or Renewal Term (written instructions as applicable) and shall be due and payable upon receipt to the storage, installation, commissioning, use or maintenance of invoice. Fees for the Products, including but not limited to any other Services, and for reimbursable expenses, shall be invoiced in accordance with software without the Master Terms or this Order and shall be due and payable upon receipt prior written consent of invoiceTAGARNO. 28.6. Unless otherwise specified in the Special Provisions Subject to Section 8.4 and Section 8.5 above, this Order Form shall be renewed automatically for successive periods of with respect to any such Products during the warranty period, TAGARNO shall, in its sole discretion, either: (5i) years repair or replace such Products (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefordefective part) or (ii) credit or refund the price of such Products at the pro rata contract rate provided that, if TAGARNO so requests, Buyer shall, at TAGARNO’s expense, return such Products to TAGARNO. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: General Terms and Conditions

Payment Terms. 1. All fees (a) No later than five (5) calendar days prior to the beginning of each Calendar Month, Service Provider shall deliver to Company an invoice for the initial year of this Order shall be due as follows: (i) Set Up fees the Service Costs that Service Provider estimates in good faith will be actually incurred by Service Provider during such Calendar Month under and in accordance with the DIP Budget, and (ii) the amount of any credit to be applied for the immediately succeeding Calendar Month pursuant to Section 3.2(b). (b) If the actual Service Costs incurred by Service Provider during any Calendar Month (i) exceed the estimated amount of Service Costs paid to Service Provider for such Calendar Month pursuant to the applicable invoice delivered pursuant to Section 3.2(a), and (ii) have been explicitly approved by Company and CRO, including any approved costs that relate to approved overhead reimbursements received by Company, then Service Provider shall deliver to Company an invoice for such difference. If the actual Service Costs incurred by Service Provider during any Calendar Month are less than the estimated amount of Service Costs paid to Service Provider for such Calendar Month pursuant to the applicable invoice delivered pursuant to Section 3.2(a), Service Provider shall promptly notify Company (but in any event within three (3) Business Days) and Company shall be invoiced on entitled upon request to a credit in the Effective Date amount of such difference, which credit shall be applied to the monthly invoice delivered by Service Provider pursuant to Section 3.2(a) for the succeeding Calendar Month, or with respect to the final month of the Term, Company shall be entitled to a reimbursement payment equal to such difference due and payable within ten (10) calendar days. The Parties shall meet no less frequently than monthly to evaluate the actual Service Costs incurred by Service Provider. (c) Each invoice delivered by Service Provider or Company pursuant to this Order and Agreement shall be due and payable upon no later than ten (10) calendar days after the receipt of such invoice; . Service Provider shall provide to Company such documentation as Company or any Committee Member may reasonably request to support each such invoice. (iid) fees Except for Year 1 (described in the fee table above) shall be invoiced on Service Fee for the Effective Date of this Order or April 2019 Calendar Month that is contingent upon court approval, the first day of Year 1, whichever is later, and Service Fee with respect to each Calendar Month shall be due and payable upon on or prior to the first Business Day of the Calendar Month to which such Service Fee relates. The Service Fee for the April 2019 Calendar Month shall be paid by Company on the day the Bankruptcy Court approves this Agreement, or the next Business Day thereafter. (e) If Company disputes in good faith all or any portion of an invoice delivered by Service Provider pursuant to this Agreement, Company may deliver written notice of such dispute to Service Provider within five (5) calendar days of receipt of such invoice; (iii) fees , setting forth in reasonable detail the reasons for each subsequent Year such dispute. Notwithstanding the delivery of any such written notice of dispute, Company shall pay to Service Provider the Initial Term, and for each Renewal Term, shall be invoiced on the commencement undisputed portions of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced invoice in accordance with the Master Terms terms of this Agreement. If it is determined by the Parties or otherwise that any amount not paid by Company to Service Provider should have been paid, then Company shall promptly reimburse Service Provider the amount of such agreed upon disputed payment. The prevailing Party in any dispute arising pursuant to this Order and Section 3.2(e) shall be due entitled to recover reasonable attorneys’ fees and payable upon any and all reasonable out of pocket costs and expenses associated with such dispute from the other Party. (f) All payments shall be made by a wire or ACH transfer of immediately available funds, to the account (or accounts) designated by the Person entitled to receipt of invoicesuch payment, from time to time, no later than 1:00 p.m. (Fort Worth, Texas, time) on the due date. 2. Unless otherwise specified in (g) If Company fails to pay Service Provider any amount due to Service Provider hereunder when due, such amount shall bear interest at the Special Provisions above, this Order Form shall be renewed automatically for successive periods Agreed Rate from the due date of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice such payment to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicabledate such amount is paid by Company. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Management Services Agreement

Payment Terms. 1. All fees 11.1 Any offer for the initial year of this Order Communication and Filing Services shall be due as followsprovide the Client the option to choose: (i) Set Up fees shall be invoiced making an initial prepayment and subsequently pay the agreed on fee following completion of the Effective Date Communication and Filing Services (after deduction of this Order the prepayment); or (ii) making an initial prepayment, followed by monthly additional prepayments and subsequently pay the agreed on fee following completion of the Communication and Filing Services (after deduction of the aggregate of the prepayments). 11.2 In the event Client opts for making additional prepayments in respect of Communication and Filing Services (to be) delivered to such Client (in such manner as referred to in Article 11.1 (ii)), the Client shall be due and payable upon receipt administrative fee of invoice; EUR 2.50 (iiin words: two Euro and fifty cent) fees for Year 1 (described in each monthly payment to be made by the Client. Such administrative fee table above) shall be invoiced and paid on a monthly basis, together with the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Termrelevant prepayment. 11.3 Any administrative fee as referred to in Article 11.2, shall in no event be invoiced on repayable to the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to even if the contrary ninety (90) days Agreement would terminate prior to the end of the Initial Term or Renewal Term, as applicableits intended duration. 3. Unless otherwise specified11.4 In the event Client has opted for making additional prepayments in respect of Communication and Filing Services (to be) delivered to such Client (in such manner as referred to in Article 11.1 (ii)) and a monthly prepayment can not be (automatically) collected by Americans Overseas, all dollars Americans Overseas will amend the payment schedule to a payment schedule as referred to in Article 11.1 ($i) are United States currencyas of the date of the unsuccessful debt collection. 4. Sales/VAT Tax: If applicable11.5 In the event any monthly prepayment as referred to in Article 11.1 (ii) has been made upon an event as referred to in Article 5.5, Americans Overseas shall repay any such monthly prepayment as referred to in Article 11.1 (ii) within a copy term of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereforfourteen (14) days. 5. Except 11.6 The Client shall receive an invoice for any prepayment (to be) made by the Client. 11.7 In the event of a price increase for the Communication and Filing Services, the Client shall in any event have the right to terminate the Agreement within thirty (30) days as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree date on which the price increase was communicated to the terms Client. 11.8 In the event Client has opted for making additional prepayments in respect of Communication and conditions Filing Services (to be) delivered to such Client (in such manner as referred to in Article 11.1 (ii)), the same shall be considered to continue for the duration of this Order and the Master Terms. Signature Name Agreement, unless explicitly instructed otherwise by the Client. 11.9 The Client shall at any point in time have the right to amend its chosen payment schedule as referred to in Article 11.1, whereby it is understood that any such amendment shall come into effect as soon as reasonably possible for Americans Overseas, with a maximum of thirty (printed30) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesdays.

Appears in 1 contract

Samples: General Terms and Conditions

Payment Terms. 1. All fees The Customers shall be given the choice to make payments for the initial year purchase of this Order the Product by way of online payments, cash on delivery or any other legal methods of payment as may be available on the Portal from time to time. The Company shall generate and provide to the Vendor fortnightly reports of the Products that are being delivered which reports shall contain details of the orders placed, the sale amounts invoiced, sales not delivered and hence RTO (return to origin) and any returns by the Customer as per the R&R Policy (as defined below in Clause 5) ("Reports"). It is hereby clarified that Company shall not be required to provide any other information (including any confidential information or any information about the Customers) to the Vendor vide such Reports or otherwise and any such information shall be due as follows: the proprietary information of the Company. The payment of sale proceeds of the Products by the Company to the Vendor shall be on a fortnightly basis. At the expiry of every twenty (20) calendar days from a fortnight (each a "relevant fortnight"), the Company shall remit to the Vendor the sale proceeds of the Products which have been duly delivered to the Customers during a relevant fortnight after deducting there from (i) Set Up fees shall be invoiced the Company’s Margin on the Effective Date of this Order Products sold and shall be due and payable upon receipt of invoicedelivered to the Customers as agreed in the Vendor Agreement ("Margin"); (ii) fees for Year 1 any other costs incurred by the Company in relation to provision of other Services, as agreed under the Vendor Agreement (described in including without limitation the fee table aboveshipping charges, COD charges @ Rs. 50 (Rupees Fifty Only) shall be invoiced on the Effective Date of this Order or the first day of Year 1per item, whichever is later, and shall be due and payable upon receipt of invoiceadvertisement costs etc.); (iii) fees any adjustments for each subsequent Year any RTO and returns received from the Customers within three (3) months from the date of delivery of Products to a Customer; (iv) amounts due with respect to procurement of packaging material from the Initial Term, Company’s designated Vendor as per Clause 3(d) (iii) above (v) applicable tax collected as source as per GST laws whenever made effective and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicablevi) and shall be all other amounts due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced by the Vendor to the Company in accordance with these Terms & Conditions and/or the Master Terms or this Order and Vendor Agreement. The Marginretained by the Company shall be due subject to applicable with holding taxes(wherever applicable). Accordingly, the Company shall reimburse the TDS amount so deductible on the Margin to the Vendor (if and payable upon receipt of invoice. 2. Unless otherwise specified as agreed in the Special Provisions above, this Order Form Vendor Agreement). The Vendor shall be renewed automatically for successive periods of (5) years (each issue a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice TDS certificate to that effect to the contrary ninety Company within 30 (90thirty) days prior to of the end of a calendar quarter failing which the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. SalesVendor shall be liable to pay/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree reimburse to the terms and conditions of this Order and Company such TDS amount. The aforesaid amounts shall be adjusted in the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As ensuing fortnightly payment by the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read Company to the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesVendor.

Appears in 1 contract

Samples: Vendor Agreement

Payment Terms. 1(a) Avici will invoice Customer upon shipment of Products, and upon the completion of any Services. All fees Payment terms are [CONFIDENTIAL TREATMENT REQUESTED]/*/, from the date Customer receives the invoice. Subject to Avici's credit approval and Customer's continuing good credit standing, Customer shall pay all invoices within [CONFIDENTIAL TREATMENT REQUESTED]/*/ of receipt. If Customer disputes any invoice rendered (or a portion thereof), Customer shall so notify Avici and --------------------- /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. the parties will use their best efforts to resolve such dispute expeditiously. Provided that Customer so notifies Avici of a disputed invoice and there is a good-faith basis for such dispute, the initial year time for paying the portion of this Order the invoice in dispute shall be extended by a period of time equal to the time between Avici's receipt of such notice of dispute from Customer and [CONFIDENTIAL TREATMENT REQUESTED]/*/ after resolution of such dispute. Payment of the amount determined to be due as follows: (i) Set Up fees shall be invoiced on made by Customer with interest from the Effective Date original due date at the rate of this Order and [CONFIDENTIAL TREATMENT REQUESTED]/*/ per annum. Customer shall be due and payable upon receipt of invoice; (ii) fees pay for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced non-disputed items in accordance with the Master Terms terms of this Agreement. All invoices will be payable by check or this Order and shall be wire transfer, to Avici's account. (b) With respect to undisputed amounts Avici reserves the right to impose a late payment charge of [CONFIDENTIAL TREATMENT REQUESTED]/*/ per month, or the maximum allowed by law, whichever is less for each month that any payment is late, excluding the month in which the payment was due and payable upon receipt of invoicenot paid. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Procurement Agreement (Avici Systems Inc)

Payment Terms. 110.3.1 Customer will pay all fees and other charges due under individual Contract Supplements to McKesson in United States dollars, as invoiced by McKesson within thirty-five (35) days after date of invoice to the Facility designated in writing by Customer. All fees Such invoices may also include, as applicable, packing, delivery and insurance charges incurred by McKesson or its suppliers in connection with delivering the Software and Equipment to Customer. Customer will also reimburse McKesson, within thirty-five (35) days after date of invoice, for all reasonable out-of-pocket expenses incurred by McKesson or its suppliers in the initial year course of this Order shall be due providing services, including, but not limited to, travel, accommodations and living expenses in accordance with McKesson’s then-current travel policies; McKesson’s current travel policies as follows: (i) Set Up fees shall be invoiced on of the Effective Date are set forth in Exhibit 2 hereto. However, if Customer does not pay such fees, charges or expenses when due, then McKesson reserves the right to require reasonable advance payments or credit arrangements through a third party as a condition to providing Software, Equipment or Services, as the case may be, notwithstanding any express obligation to provide them elsewhere in this Agreement. Disputes as to the accuracy of an invoice must be presented in writing to McKesson by Customer within sixty-five (65) days of the date of the invoice, and such disputes will be addressed by the parties in accordance with Section 10.13 of this Order Agreement. Notwithstanding the foregoing, unless otherwise stipulated herein, failure by Customer to make payments to McKesson which are reasonably disputed in writing in accordance with this paragraph and Section 10.13 herein, and for which resolution is promptly commenced, shall be due not constitute a material breach of this Agreement, and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) McKesson shall be invoiced continue to provide services during any such dispute. 10.3.2 McKesson may charge Customer interest on the Effective Date outstanding balance of this Order any overdue fees, charges or expenses at a rate equal to one percent (1%) per month or the first day of Year 1highest rate permitted by applicable law, whichever is laterlower. Notwithstanding the foregoing, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial TermMcKesson will charge said interest only on undisputed invoices, and for each Renewal Termfees, shall be invoiced on the commencement charges or expenses, provided that Customer has provided notice of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced dispute in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order Section 10.3.1 above and the Master Termsdispute is alleged by Customer in good faith. Signature Name Customer will reimburse McKesson for all reasonable costs and expenses incurred (printedincluding reasonable attorneys’ fees) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinescollecting any overdue amounts.

Appears in 1 contract

Samples: License Agreement (Addus HomeCare Corp)

Payment Terms. 1. All 9.1 Payments for advertising and all other fees for payable by the initial year of this Order Advertiser and Agency shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described paid by cash in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term advance to MPL and/or any other Mediacorp Entity (as applicable) and the case may be), unless the Agency is accredited, in which case the accredited Agency shall be due and payable upon receipt make payment within 30 days from the date of invoice. Fees for For the avoidance of doubt, invoices may be issued by MPL and/ or any other ServicesMediacorp Entity at their sole discretion, and for reimbursable expensesat any time whether before or after the broadcast or publication of the advertisements in question, and the Advertiser and the Agency shall be invoiced jointly and severally pay all advertising fees to MPL and/or any other Mediacorp Entity in accordance with the Master Terms or this Order invoices issued by MPL and/or any other Mediacorp Entity. 9.2 The Advertiser and Agency shall be due jointly and payable severally liable to pay all advertising fees incurred through bookings with the Mediacorp Entities. Failure of payment shall render the Advertiser and Agency jointly and severally liable for all sums due, together with all legal costs on an indemnity basis incurred in collecting such sums. Where the Agency is an Accredited Agency, MPL and the other Mediacorp Entities shall be entitled to claim against the Banker’s Guarantee(s) furnished by the Agency to any Mediacorp Entity upon receipt breach of invoicethe Advertiser’s payment obligations herein, without prejudice to any other right or remedy which the Mediacorp Entities may have hereunder, under law, in equity or otherwise. 2. Unless otherwise specified 9.3 Advertising fees shall be charged based on the rates set out in the Special Provisions above, this Order Form shall rate cards for each media platform. These rates may be renewed automatically for successive periods changed at any time without prior notice and are exclusive of (5) years (each a “Renewal Term”) after the expiration of the Initial Term any applicable goods and services tax and any subsequent Renewal Term, unless Client provides AIT, other taxes and/ or AIT provides Client, with a written notice duties which may from time to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must time be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase imposed in accordance with applicable laws. All such taxes and duties shall be payable by the applicable provisions Advertiser and/or Agency (as the case may be) in addition to the rates. 9.4 All payments to be made the Advertiser and Agency shall be made free and clear of and without deduction or deferment in respect of any demand, set-off, counter claim or other dispute or in respect of any foreign withholding or other taxes or duties of any nature. If the Advertiser and/or the Agency (as the case may be) is required by law to make any deduction or withholding from any amount payable, it shall increase the amount payable so as to ensure that MPL and/or the relevant Mediacorp Entity receives, and is entitled to retain, after such deduction or withholding, a sum which it would have received and be entitled to retain had that deduction or withholding not been required. 9.5 Without prejudice to the rights, powers and remedies of the Master TermsMediacorp Entities at law, in equity or otherwise, interest at the rate of 1% per month or the maximum rate of interest permitted under applicable laws (whichever shall be the lower) shall be payable on any money that is due but unpaid by the Advertiser or Agency. By signing belowSuch interest shall be computed from the due date for the payment until full payment is received. 9.6 Whenever any sum of money shall be recoverable from or payable by the Advertiser or Agency under any advertising agreement with MPL and/or any other Mediacorp Entities, Finalsite and Customer each agree the same may be deducted from any sum then due or which at any time thereafter may become due to the terms and conditions Advertiser or Agency under the same advertising agreement or any other contract with MPL or any other company within the Mediacorp group of companies. Exercise by MPL and/or any other Mediacorp Entities of their rights under this Order and Clause shall be without prejudice to any other rights or remedies available to MPL and/or such other Mediacorp Entities under the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contactrelevant advertising agreement, by initialing or otherwise howsoever, at law or in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesequity.

Appears in 1 contract

Samples: Advertising Agreement

Payment Terms. 1Customer agrees to pay to Supplier all Fees as set out in the Order Form(s). All fees for Fees are payable in accordance with the initial year terms set out in, and in the currency specified in, the Order Form(s). Unless otherwise indicated on the invoice, all invoices are due upon receipt. Fees stated in the Order Form are exclusive of Taxes. Supplier will provide a refund in respect of prepaid Fees in the event that this Order Agreement is terminated by Customer during the Subscription Term pursuant to Section 18. If Customer wishes to decrease its Permitted Use of the Software, Customer must notify Supplier sixty (60) days in advance of the conclusion of the Initial Subscription Term or the then-current Renewal Term. In such case, such reduction in Permitted Use of the Services will take effect upon the next Renewal Term. If Customer wishes to increase its Permitted Use of the Software, Customer must notify Supplier in advance and pay any applicable Fees. Any invoice disputes must be initiated by Customer in good faith and in writing; Customer will be entitled to notify Supplier of any invoice dispute by the date that is thirty (30) days following the date of the applicable invoice, after which time the invoice shall be due as follows: (i) Set Up fees shall deemed to be invoiced on the Effective Date of this Order accepted by Customer and shall will be due and payable upon receipt of in full. If Customer initiates a dispute with regard to a particular invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced , any undisputed amounts charged on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall such invoice will continue to be due and payable upon payable. Supplier and Customer agree to use reasonable efforts to address and attempt to resolve any invoice dispute within thirty (30) days after Supplier’s receipt of invoice; Customer’s notice to Supplier regarding such dispute. With regard to any undisputed invoiced amount that is not paid when due, Supplier reserves the right to charge, and Customer agrees to pay, a late payment fee on the unpaid balance from the due date until paid (iiiwhether before or after judgment) fees for each subsequent Year equal to the lesser of one and one half percent (1.5%) per month, or the maximum amount allowable by law. If it is determined that Supplier properly charged any amount disputed and withheld by Customer, the late fee will be assessed and paid on the disputed, withheld amount. Customer acknowledges that Supplier reserves the right to suspend or interrupt Customer’s use of the Initial TermSoftware, and for each Renewal Term, shall be invoiced on the commencement cease providing Updates and/or suspend delivery of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees technical support to Customer for any other Services, and for reimbursable expenses, shall be invoiced period during which any Fees due in accordance with the Master Terms or terms of this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically Agreement remain unpaid for successive periods of fifteen (515) years (each a “Renewal Term”) days after the expiration of the Initial Term and any subsequent Renewal Term, unless Client Supplier provides AIT, or AIT provides Client, with a advanced written notice (including by way of email) of such unpaid Fees to the contrary ninety (90) days prior Customer. In such event, Supplier shall not be precluded from exercising any additional remedies that might be available to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to it under the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesAgreement or otherwise.

Appears in 1 contract

Samples: Services Agreement

Payment Terms. 1. All fees for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be Fees are due and payable upon within 45 (forty-five) days of Customer’s receipt of invoice; the applicable Invoice. All amounts payable by Customer to Raptor hereunder are exclusive of any sales, use and other taxes or duties, however designated (ii) fees collectively “Taxes”). Customer will be solely responsible for Year 1 (described in the fee table above) shall be invoiced payment of any Taxes, except for those taxes based on the Effective Date income of Raptor. Customer will provide Raptor its state-issued Direct Pay Exemption Certificate (or equivalent certificate), if applicable, upon execution of this Order Agreement. In the event an applicable taxing authority, as a result of an audit or the first day otherwise, assesses additional Taxes at any time, Customer and not Raptor will be solely responsible for payment of Year 1such additional Taxes and all costs associated with such assessments. Customer will not withhold any Taxes from any amounts due Xxxxxx.xx be required under any applicable law or regulation, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year to withhold or deduct any portion of the Initial Termpayments due to Raptor hereunder, and for each Renewal Term, shall then the sum due to Raptor will be invoiced on increased by the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice amount necessary to yield to Raptor an amount equal to the contrary ninety (90) days sum Raptor would have received had no withholdings or deductions been made. Client acknowledges and agrees that it has had the opportunity to review the Agreement, including without limitation, the Terms, prior to the end execution of the Initial Term or Renewal Term, as applicable. 3this Subscription Agreement. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified capitalized terms in this Order, fees are subject to increase Subscription Agreement have the same meaning as those in accordance with the applicable provisions of the Master Terms. By signing belowBY SIGNING BELOW, Finalsite EACH PARTY REPRESENTS IT HAS READ AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. Raptor Technologies, LLC Temecula Valley Unified School District Signed: Signed: Name: Name: Title: Title: Date: Date: Quote #: Q-08557 Date: 09-03-2021 Expires On: 10-31-2021 Federal Tax ID: 00-0000000 GSA #: GS-07F-127BA Buyboard #: 579-19 Temecula Valley Unified School District 00000 Xxxxxx Xxxxx Xx. Xxxxxxxx, XX 00000 Xxxxxx Xxxxxx Xxxxxxx Xxxxx xxxxxx@xxxxxxxxxx.xxx Subscription Term: 14 Months Billing Frequency: Annual Raptor Emergency Management Raptor Emergency Management Suite Annual Access Fee (per site license). Includes Raptor Alert, Raptor Link, Drill Manager, Accountability and Customer each agree to Reunification. Renewal Fee is due on the terms and conditions anniversary month of this Order and purchase. Raptor technical support is included. $1,800.00 $0.00 30 $54,000.00 Emergency Management Implementation One-time implementation fee (per site license). $350.00 $0.00 30 $10,500.00 Emergency Management Remote Training Remote Training for Emergency Management. $8,250.00 $4,125.00 1 $4,125.00 Year-1 List Total $72,750.00 Year-1 Discount $4,125.00 Year-1 Quote Total $68,625.00 A. 14 months for the Master Termsprice of 12 for year one. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines2 additional months at no cost.

Appears in 1 contract

Samples: Purchase and Subscription Services Agreement

Payment Terms. By using iTransact (“iTransact,” “we,” “our,” or “us”) payment processing services (“Payment Services”), you agree to be bound by the Terms of Service, these additional terms and conditions (“Payment Terms”) and all other terms, policies and guidelines applicable to the Services used. If you are using the Payment Services on behalf of a business or organization, that business or organization accepts these terms. Payment Services may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. Defined terms will have the same meaning as those found in the Terms of Service, unless otherwise re-defined herein. 27-1. All fees Our Role iTransact is a payment facilitator that allows you to accept Cards from customers for the initial year payment for goods and services. We are not a bank and do not offer banking services as defined by the United States Department of this Order shall be due as follows: Treasury. Our Payment Services allow you to accept payments from any US-issued and most non-US issued credit, debit, prepaid, or gift cards (i“Cards”) Set Up fees shall be invoiced on bearing the Effective Date trademarks of this Order and shall be due and payable upon receipt of invoice; American Express Travel Related Services Company, Inc. (ii) fees for Year 1 “American Express”), DFS Services, LLC (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1“Discover”), whichever is later, and shall be due and payable upon receipt of invoice; MasterCard International Inc. (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable“MasterCard”) and shall be due Visa Inc. (“Visa”) (collectively, the “Networks”). You are not required to accept any card brand as a condition of receiving the Payment Services. We may remove or add Cards that we accept at any time without prior notice. In order to serve in this role, we must enter into agreements with Networks, processors and payable upon receipt of invoiceacquiring banks. Fees The Networks require that any person that signs up for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of an iTransact Account to use Payment Services (5) years (each a “Renewal TermSeller”) after the expiration and processes more than Network specified amounts of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, Cards sales (“Card Network Specified Amounts”) enter into an agreement directly with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of CustomeriTransact’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Termsacquiring banks. By signing belowaccepting or otherwise agreeing to these Payment Terms, Finalsite and Customer each you agree to the terms and conditions of this Order the Merchant Services Agreement for Sub-Merchants, effective as of the date you process such Card Network Specified Amounts. If you fail to agree to any Merchant Services Agreement for Sub-Merchants, we may suspend or terminate your iTransact Account. Similarly, if American Express considers you to be a high value customer, it may require that you maintain your agreement directly with American Express and designate iTransact as your agent for American Express payments. If that is the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contactcase, by initialing in this box, I agree on behalf we will notify you of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinessuch requirement.

Appears in 1 contract

Samples: Electronic Payment Processing Terms of Service

Payment Terms. 1. All fees for the initial year (a) The entire principal amount of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order Debenture, together with all accrued interest and unpaid interest, shall be due and payable upon receipt on June __, 2010 (the “Maturity Date”). (b) The Company shall pay interest to the Holder on the aggregate then outstanding principal amount of invoice; (ii) fees for Year 1 (described in this Debenture at the fee table above) rate of 8% per annum, which shall be invoiced payable in cash quarterly in arrears commencing March __, 2010, provided, however, upon the occurrence of an Event of Default as set forth in Section 4(a) the Company shall pay interest to the Holder on the Effective Date aggregate principal amount of this Order or Debenture as of the original date of issuance of this Debenture at a rate of 22% per annum and such interest shall be payable in cash monthly, on the first business day of Year 1, whichever is later, each month with any accrued and shall be unpaid interest due and payable upon receipt on the Maturity Date. (c) All overdue accrued and unpaid principal and interest to be paid hereunder shall entail a late fee at the rate of invoice; 22% per annum (iiior such lower maximum amount of interest permitted to be charged under applicable law) fees for each subsequent Year which will accrue daily, from the date such principal and/or interest is due hereunder through and including the date of the Initial Termpayment. (d) This Debenture may be prepaid, in full, and for each Renewal Termin cash, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions set forth herein (the “Prepayment”). At least ten (10) business days prior to the Prepayment, the Company shall deliver to the Holder a written notice of this Order its intention to prepay (“Prepayment Notice”). All payments shall be made by the Company, in lawful money of the United States, at the offices of the Company, or such other place as the Holder shall designate by notice to the Company. The Company covenants and agrees that it will honor all conversion requests tendered from the Master Termstime of delivery of the first Notice of Conversion through the date all amounts owing thereon are due and paid in full (including, without limitation, at all times following any Prepayment Notice prior to the Prepayment date)). Signature Name The Company’s determination to exercise a Prepayment shall be applied ratably to all of the holders of the then outstanding Debentures based on their (printedor their predecessor’s) Title (printed) Date Signature Name (printed) Title (printed) Date As initial purchases of Debentures pursuant to the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesPurchase Agreement.

Appears in 1 contract

Samples: Convertible Security Agreement (Inferx Corp)

Payment Terms. 1. All fees for (a) Customer shall pay to Netability the initial year of this Order shall be due as follows: (i) Set Up Service Fees set forth in the Quote, and such fees shall be invoiced remitted to Netability in accordance with the payment terms set forth in the applicable Quote. The Service Fees will be dependent upon Customer usage and the amount of Customer Data being backed up as part of the Services. In addition to the fees set forth in the Quote, Netability may invoice any additional costs and expenses reasonably incurred by Netability in the performance of the Services as incurred. Provided, all fees shall be subject to adjustment by Netability in its sole discretion effective upon the first day of each renewal Term (defined herein). Netability will invoice, and Customer shall also reimburse Netability for, any such additional costs and expenses reasonably incurred by Netability in the delivery of the Services. All payments will be due thirty (30) days from the invoice date commencing on the Effective Date first calendar month following the execution of this Order and shall Agreement. Payments will be due and payable remitted by Customer, upon receipt of invoice; (ii) fees for Year 1 (described in , to Netability’s address set forth herein or as otherwise directed by Netability. Provided, Customer may withhold payment of any disputed amount until the fee table above) resolution of such dispute, but Customer shall be invoiced on nevertheless timely remit all other amounts owed under this Agreement at the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year time of the Initial Termdispute. Payments of undisputed amounts will be deemed to be delinquent if not in Netability’s possession within thirty (30) days from the invoice date. Disputed amounts, and for each Renewal Termonce resolved, shall be invoiced on the commencement of such Year or Renewal Term remitted by Customer within ten (as applicable10) and days. (b) Customer shall be due and payable upon receipt of invoice. Fees responsible for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and use, value added, or other transactional taxes due payable with respect to the Services provided pursuant to this Agreement, or arising out of or in connection with this Agreement. (c) All sales, property, excise and other federal, state and local taxes (other than those taxes based upon Netability’s net income) will be added to the Service fees paid by Customer. (d) Past due amounts will be subject to a service charge equal to the lesser of one and one-half percent (1½%) per month or the highest interest rate permitted by law. Without limiting any other remedy available to Netability, in the event any amount owed by Customer is more than sixty (60) days past due, Netability may suspend the Services at its sole discretion. Further, in the event any past due amount is placed by Netability with a third party for collection and/or litigation, Customer shall be responsible for all collection costs, legal fees and court costs incurred by Netability. Customer agrees to a charge of not less than $40.00 or the fees due thereforhighest rate allowed by law for any returned check. 5(e) Customer must notify Netability within fifteen (15) days from the invoice date of any dispute related to any invoiced amount in order to contest the same. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite Netability and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing will work together in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesresolve such dispute in a timely manner.

Appears in 1 contract

Samples: Remote Backup Service Agreement

Payment Terms. 1a) Unless: • a credit facility has been granted by Xxxxx Hire to the Customer (whereby the specific payment terms will be agreed separately between Xxxxx Hire and the Customer); or • Xxxxx Hire has agreed different payment terms with the Customer; all hire charges are payable in advance (such payment may be required by wire transfer, where applicable, or credit card) of collection of the Xxxxx Hire Plant or delivery of the Xxxxx Hire Plant to the Customer's Site and all other charges (including, but not limited to, any mileage charges payable by the Customer in respect of any Xxxxx Hire Plant) are due and payable immediately upon issue of invoice. b) Where payment is required in advance by credit card, Xxxxx Hire may require the Customer to pre-authorise their credit card, which may include the relevant payment(s) being charged to the Customer at the time of the pre-authorisation. All fees for the initial year of this Order shall be due as follows: additional fees, including but not limited to (i) Set Up credit card charges, (ii) administration fees shall be invoiced on and (iii) bank surcharges incurred by Xxxxx Hire when taking or processing the Effective Date of this Order and Customer's payment(s) shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in by the fee table above) shall be invoiced Customer immediately on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt issue of invoice. Fees for Xxxxx Hire shall be entitled to charge the Customer interest in relation to any late payment at the rate of 8% above HSBC Bank Plc base rate until payment in full is made. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay interest together with the overdue amount. c) The Customer shall pay all sums due to Xxxxx Hire under this Contract without any set- off, deduction, counter claim and/or any other Services, and withholding of monies. Time for reimbursable expenses, payment of Xxxxx Hire's invoices shall be invoiced in accordance with of the Master Terms or this Order essence and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified Xxxxx Hire may terminate the Contract in the Special Provisions above, this Order Form event that the Customer fails to comply with Xxxxx Hire's payment terms. Payment shall not be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration deemed to be made until Xxxxx Hire have received either cash or cleared funds in respect of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablefull amount outstanding. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Hire Agreement

Payment Terms. 1Client shall pay HGC for Services on the following basis: 5.1.1 Client shall pay: (a) The charges specified as payable in the Service Order Form in respect of the Services (the “Charges”). All fees For the avoidance of doubt, the Charges for the initial year Services will consist of this Order shall be due as follows: (i) Set Up fees shall fixed recurring charges and non-recurring charges, which will ordinarily be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; billed monthly in advance; (ii) fees for Year 1 variable usage charges, which will be billed monthly in arrears; and/or (described iii) charges payable or paid by us to the third party attributable to the Service provided to you (including but not limited to government charges/levies, increased rent from property lessors and electricity supply charges), which will be paid by us but reimbursed by you as and when we have incurred these Charges; (b) The full amount of any invoice submitted to Client in the fee table aboveaccordance with this Agreement (including all applicable taxes, tariffs, duties or impositions of a similar nature imposed by any government or other authority) shall be invoiced payable by Client by the due date without set-off or deduction. 5.1.2 Payment is due on the Effective Date date Client receives HGC’s invoice unless specified otherwise in the invoice. If full payment is not made by the due date, HGC may charge interest on a daily basis on all sums outstanding at the rate of this Order or two percent (2%) per month from the due date of payment to the date when full payment is received by HGC, and charge Client a collection fee and handling fee. 5.1.3 If any Charges stated in any invoice are not queried within fifteen (15) days of the date of the invoice then such Charges shall be deemed accepted by Client. 5.1.4 Ordinarily HGC will invoice Client: (a) monthly in advance for subscription to (and/or monthly charges for) the Services; and (b) monthly in arrears for usage charges; but HGC may at its sole discretion amend the invoicing period and submit interim invoices to Client. The installation Charge (if applicable) will be included in the first day of Year 1, whichever is later, and invoice to Client. Client shall be liable for such subscription or monthly charges for the Services whether used by Client or not. Pre-paid Charges are non-refundable unless HGC in its sole discretion decides otherwise. 5.1.5 HGC may demand a deposit from Client to secure payment of any sum due to HGC and payable upon receipt of invoice; (iii) fees for each subsequent Year may at any time vary such deposit amount at HGC’s sole discretion. HGC may apply such deposit to reduce or pay any sum due by Client to HGC on whatsoever account at any time. Client shall fund up the deposit by paying an amount equals to the reduced amount into Client’s accounts as may be required by HGC from time to time. No interest shall accrue on any deposit held by HGC. Any deposit remaining following this Agreement’s termination shall be returned to Client after deducting any such sums due to HGC when the balance is claimed by Client in writing within 3 months of the Initial Term, date of termination. 5.1.6 HGC reserves the right to apply a credit limit for Charges incurred by Client and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other to suspend Client’s access to Services, and for reimbursable expensesin whole or in part, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceif such limit is exceeded. 2. Unless otherwise specified 5.1.7 HGC may transfer or apply any credit balance in Client’s favour to settle any amount owed by Client to HGC or to any company within the Special Provisions above, this Order Form shall be renewed automatically for successive periods HGC Group of (5) years companies (each a “Renewal TermHGC Company”) after the expiration whether under this Agreement or any other arrangement between Client and HGC or any HGC Company. Client hereby authorises HGC to make payment on Client’s behalf out of the Initial Term such credit balance (if any) to set off any amount owed by Client to any such HGC Company from time to time. Client agrees that any credit or payment information held by HGC and any subsequent Renewal Term, unless of its affiliate company about Client provides AIT, or AIT provides is held for the same purpose. 5.1.8 Client acknowledges that HGC’s appointed agent may invoice Client on HGC’s behalf and such invoice shall be valid as if rendered by HGC. Such invoice shall not prejudice any rights of HGC to subsequently claim against Client, with a written . 5.1.9 Client acknowledges and agrees that HGC reserves the right to review and revise (whenever necessary) the Charges stated under Clause 5.1.1 above from time to time. Prior notice will be given to Client in the event of any material changes to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableCharges. 3. Unless otherwise specified5.1.10 Should HGC invoice Client in respect to any Content as agent for a third party Content and/or third party equipment provider, all dollars ($) are United States currencyHGC is not the supplier of or responsible for such Content and/or third party equipment. 4. Sales/VAT Tax: If applicable5.1.11 In case of disputes over any usage or other Charges, a copy HGC’s decision based on its Services usage records and those of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with any third party who may assist HGC to provide the Services or the fees due thereforshall be final and binding on Client. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Managed Services Agreement

Payment Terms. 1Terms of sale will be shown on each invoice, and it is agreed that invoices will be paid in full when due. All fees for If payment in full on any invoice is not received when due, or if your credit worthiness is deemed unsatisfactory by us at any time, we may take, without incurring any liability, one or more of the initial year following actions: (a) impose a service charge at the rate that is the lesser of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; 1.5% per month or (ii) fees the maximum rate allowed by applicable law, on any amount past due commencing from the date of such invoice, (b) modify or accelerate payments terms, (c) withhold delivery of Product(s) under any Accepted Order not yet shipped and/or delay, recall or reclaim shipments of Product(s) en route to you or delivered until arrangements satisfactory to us are made to secure payment for Year 1 any outstanding invoice and for all open Accepted Orders and/or (described in the fee table aboved) shall be invoiced on the Effective Date of this Order file a lien for any unpaid labor or the first day of Year 1material. DATES OF DELIVERY: Delivery dates are approximate and subject to change based upon Product(s) availability, whichever is laterproduction schedules, and shall be due and payable other prevailing conditions. Shipment date is contingent upon the receipt of invoice; (iiiapproved submittals. You must accept delivery after approval of submittals and production time or issue us a change to the Accepted Order that must be accepted by us in writing. LONG TERM STORAGE: We will hold Product(s) fees for each subsequent Year in long term storage contingent upon payment of the Initial Termfull purchase order price less retainage. Long term storage duration, fees, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, considerations will be evaluated on a case by case basis. YOUR ACCEPTANCE OF PRODUCT(S): You are responsible to promptly inspect Product(s) delivered and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of notify us within five (5) years (each a “Renewal Term”) after the expiration calendar days following receipt of the Initial Term and Product(s) for which a claim is filed, of any subsequent Renewal Term, unless Client provides AIT, shortages or AIT provides Client, non-conformance of the Product(s) with a written notice the Accepted Order. RETURNS: Product(s) may not be returned for any reason without authorization by us. Please refer to the contrary ninety (90) days prior “Returned Goods Authorization Policy” for further information on returns. RETAINAGE: Retainage, if applicable, is limited to the end 5% of the Initial Term total Accepted Order price less any applicable taxes and is due (a) net 60 days after start up or Renewal Term(b) net 10 days upon owners acceptance, as applicablenot to exceed 120 days from the invoice date. BACK CHARGES: You shall not charge us back charges without first receiving written approval from us. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Addendum

Payment Terms. 1Payment of the purchase price for Products delivered to Service Provider by GE shall be payable net *** days from the date of invoice. If the date on which a payment is due is not a Business Day, then such payment shall be considered timely if made on the next Business Day. All fees for the initial year of this Order payments hereunder shall be due as follows: (i) Set Up fees shall made in U.S. dollars or such other currency which may be invoiced on the Effective Date of this Order agreed upon and shall be made via wire transfer to the account designated by GE. Any overdue amounts shall bear interest at a rate equal to the lesser of (a) ***% per month or (b) the maximum rate permitted by law. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY AVIALL, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS DOCUMENT WITH “***”. DISTRIBUTION SERVICES AGREEMENT General Electric Company If any portion of Service Provider’s account is more than thirty (30) calendar days past due and payable upon (other than any amounts being disputed in good faith), GE may, at its option, cease all deliveries to Service Provider, ship completed Products in place, refuse to accept new orders, or divert Products already ordered, unless such undisputed past due amounts, including interest payments, are paid in full, or GE is in receipt of invoicean irrevocable letter of credit sufficient to cover all outstanding amounts due confirmed by a United States bank acceptable to GE; (ii) fees for Year 1 (described or another method of payment has been mutually agreed to by the parties. In addition, in the fee table above) such circumstance of non-payment of undisputed amounts, GE shall be invoiced permitted to sell Products directly to Customers and Service Provider shall not be entitled to any commission on the Effective Date of this Order or the first day of Year 1, whichever is latersuch sales until all such undisputed amounts are paid. GE and Service Provider shall negotiate in good faith to resolve any payment disputes, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of may refer any such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice disputes to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableSteering Committee. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Distribution Services Agreement

Payment Terms. 1(a) When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. All fees for the initial year Customer must promptly notify LambdaTest of this Order shall be due as follows: any change in its invoicing address and must update its account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES LAMBDATEST OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (iE.G. MONTHLY OR YEARLY) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoiceBASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (iib) fees for Year 1 ANY AND ALL APPLICABLE TAXES; AND (described in c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER’S USE OF THE LAMBDATEST SERVICES. The Authorization continues through the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, applicable Subscription Term and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or any Renewal Term (as applicabledefined in Section 7.1(b), below) until Customer cancels as set forth in Section 7.2. (b) LambdaTest will provide billing and shall usage information in a format we choose, which may change from time to time. LambdaTest reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. Customer agrees to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If Customer does not bring such problems/discrepancies to our attention within thirty (30) days, it agrees to waive its right to dispute such problems or discrepancies. (c) Except as expressly set forth anywhere in these Terms, all fees are non-refundable. Customer is required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of LambdaTest. Customer hereby confirms that LambdaTest can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for Tax purposes. Customer must make all payments without any setoffs, withholdings, or deduction of any kind. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by LambdaTest to collect any amount that is not paid when due. Amounts due to LambdaTest may not be withheld or offset by Customer for any reason against amounts due or asserted to be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoicefrom LambdaTest. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Terms of Service

Payment Terms. 1In order to use the ACD Online Service, You shall pay the then-standard license or subscription fee(s) (as designated by AIA) for use of the ACD Online Service. All fees Such fee(s) is for the initial year of this Order designated time period, shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is lateradvance, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year non-cancelable once You access or use The ACD Online Service or the designated license period begins following the submission of the Initial Terminformation to establish a registration account with AIA for use of The ACD Online Service. No more than once each calendar year, AIA may increase such fees following the designated license period or the end of the then current calendar year, whichever occurs first. All fees are non-cancelable and do not include any applicable taxes and You shall remain responsible for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due pay all taxes, duties and payable upon receipt levies of invoiceany kind imposed by any governmental entity with respect to the transactions contemplated under the Agreement (exclusive of taxes on AIA’s net income). Fees You shall provide copies of any and all exemption certificates to AIA if You are entitled to any exemption. You shall not offset or reduce any amount owed to AIA. AIA will invoice You for any all standard time and materials rates or such other Services, and for pricing or fees or reimbursable expenses, including, but not limited to, travel and per diem expenses incurred by AIA for any support, training, implementation, or programming work provided at a location outside of AIA’s principal office requested by You. All fees or expenses are in U.S. Dollars ($), and You shall forward the payment of any fees (in U.S. Dollars) to AIA at the address designated by AIA. Unless otherwise indicated by AIA in writing, all invoices that AIA submits to You must be invoiced in accordance with paid within 30 days of the Master Terms or this Order and shall be due and payable upon receipt of AIA’s invoice. 2. All past- due payments will accrue interest at a rate of 1.5% or the highest rate permissible by law, whichever is less, per month on the unpaid balance from the due date until paid in full. AIA also reserves the right to terminate or suspend access to The ACD Online Service if You fail to pay any amounts within 60 days of when due. You shall reimburse AIA for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. Unless otherwise specified in herein, all obligations with respect to the Special Provisions above, this Order Form amounts due to AIA under the Agreement shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the survive any expiration or termination of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableAgreement. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Terms of Service

Payment Terms. 1. All fees Client shall pay HGC for Services on the initial year of this Order following basis: 5.1.1 Client shall be due as followspay: (ia) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and The charges specified as payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table aboveService Order Form in respect of the Services (the “Charges”); (b) The full amount of any invoice submitted to Client in accordance with this Agreement (including all applicable taxes, tariffs, duties or impositions of a similar nature imposed by any government or other authority) shall be invoiced payable by Client by the due date without setoff or deduction. 5.1.2 Payment is due on the Effective Date date Client receives HGC’s invoice unless specified otherwise in the invoice. If full payment is not made by the due date, HGC may charge interest on a daily basis on all sums outstanding at the rate of this Order or two percent (2%) per month from the due date of payment to the date when full payment is received by HGC, and charge Client a collection fee and handling fee. 5.1.3 If any Charges stated in any invoice are not queried within fifteen (15) days of the date of the invoice then such Charges shall be deemed accepted by Client, if applicable. 5.1.4 HGC will invoice Client: (a) monthly in advance for subscription to (and/or monthly charges for) the Services; and (b) monthly in arrears for usage charges; but HGC may at its sole discretion amend the invoicing period and submit interim invoices to Client. The installation Charge (if applicable) will be included in the first day of Year 1, whichever is later, and invoice to Client. Client shall be liable for such subscription or monthly charges for the Services whether used by Client or not. Pre-paid Charges are non-refundable unless HGC in its sole discretion decides otherwise. 5.1.5 HGC may demand a deposit from Client to secure payment of any sum due to HGC and payable upon receipt of invoice; (iii) fees for each subsequent Year may at any time vary such deposit amount at HGC’s sole discretion. HGC may apply such deposit to reduce or pay any sum due by Client to HGC on whatsoever account at any time. Client shall fund up the deposit by paying an amount equals to the reduced amount into Client’s accounts as may be required by HGC from time to time. No interest shall accrue on any deposit held by HGC. Any deposit remaining following this Agreement’s termination shall be returned to Client after deducting any such sums due to HGC when the balance is claimed by Client in writing within 3 months of the Initial Term, date of termination. 5.1.6 HGC reserves the right to apply a credit limit for Charges incurred by Client and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other to suspend Client’s access to Services, and for reimbursable expensesin whole or in part, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceif such limit is exceeded. 2. Unless otherwise specified 5.1.7 HGC may transfer or apply any credit balance in Client’s favour to settle any amount owed by Client to HGC or to any company within the Special Provisions above, this Order Form shall be renewed automatically for successive periods HGC Group of (5) years companies (each a “Renewal TermHGC Company”) after the expiration whether under this Agreement or any other arrangement between Client and HGC or any HGC Company. Client hereby authorises HGC to make payment on Client’s behalf out of the Initial Term such credit balance (if any) to set off any amount owed by Client to any such HGC Company from time to time. Client agrees that any credit or payment information held by HGC and any subsequent Renewal Term, unless of its affiliate company about Client provides AIT, or AIT provides Client, with a written notice to is held for the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablesame purpose. 35.1.8 Client acknowledges that HGC’s appointed agent may invoice Client on HGC’s behalf and such invoice shall be valid as if rendered by HGC. Unless otherwise specified, all dollars ($) are United States currencySuch invoice shall not prejudice any rights of HGC to subsequently claim against Client. 4. Sales/VAT Tax: If applicable5.1.9 Should HGC invoice Client in respect to any Content as agent for a third party Content and/or third party equipment provider, a copy HGC is not the supplier of Customeror responsible for such Content and/or third party equipment. 5.1.10 In case of disputes over any usage or other Charges, HGC’s Sales/VAT Tax Direct Pay Certificate or decision based on its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use Services usage records and other transactional taxes due in connection with those of any third party who may assist HGC to provide the Services or the fees due thereforshall be final and binding on Client. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Cloud Services Agreement

Payment Terms. 1(a) Customer will pay SAIC on a “time and materials” basis for labor expended and costs and expenses incurred, as hereinafter described. All fees SAIC will use good faith efforts to complete the Services and deliver the Deliverables within the estimated price (“Estimated Price”) set forth in Exhibit B, but does not guarantee that the Services can be completed or the Deliverables can be delivered within the Estimated Price. (b) Customer shall pay to SAIC for labor expended in performing the Services an amount computed by multiplying the applicable hourly billing rate set forth in Exhibit B by the number of hours worked. Fractional parts of an hour shall be payable on a prorated basis. (c) In addition to paying for labor expended, Customer shall reimburse SAIC for the initial year cost of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order all goods and shall be due and payable upon receipt of invoice; (ii) fees materials purchased exclusively for Year 1 (described use in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with performing the Services or the fees due therefor. 5. Except as otherwise specified in this Orderwhich are incorporated into any Deliverable, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for all reasonable travel expenses and miscellaneous out-of-pocket expenses incurred in performing the Services. Such costs and expenses shall be subject to the administrative and overhead charge provided in Exhibit B. (d) Customer shall have no obligation to pay SAIC more than the Estimated Price. SAIC shall have no obligation to provide labor or incur costs or expenses having a combined value more than the Estimated Price, even if the Services have not been completed or the Deliverables delivered, or the results desired by Customer have not been achieved. The parties may, by mutual written agreement, increase the Estimated Price. (e) Customer shall make payment to SAIC according to the schedule and provisions of Exhibit B. SAIC shall have a lien upon and may retain or repossess any and all Deliverables if Customer does not make payment in full to SAIC. (f) Invoiced amounts are immediately due and payable by either electronic funds transfer (EFT) or by mail to the following location(s): Science Applications International Corporation Citibank, N.A. 300 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Account No. 30000000 ABA No. 000000000 Reference: VIRNETX-05-001 Science Applications International Corporation P.X. Xxx 000000 Xxxxxxxxxx, XX 00000-0000 Reference: VIRNETX-05-001 (g) If Customer’ s action or inaction results in non-receipt of payment by SAIC for the total amount of an invoice within thirty (30) days of such invoice, interest compounded at the rate of one percent (1%) per month shall be charged on all amounts unpaid and outstanding. If Customer’s project teamaction or inaction results in non-receipt of payment by SAIC, SAIC shall have the right, exercisable in SAIC’s sole discretion, in addition to its other rights and remedies, to cease further performance of the Services hereunder. (h) Bxxx To Address. I understand that the project timeline is a good faith estimate which is dependent onThe invoice will be mailed to: Address 100 Xxxxxxxxxxxx Xx. Xxxxx, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.XX 00000 Attn: Kxxxxxx Xxxxxx Phone: 800-000-0000 Fax: 800-000-0000

Appears in 1 contract

Samples: Professional Services Agreement (Pasw Inc)

Payment Terms. 1. All fees Fees due for the initial year orders, any Add-Ons to, and any subscription renewals of this Order Offerings shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described set forth in the fee table above) shall be invoiced on the Effective Date of this applicable Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; Form (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice“Fees”). Fees for any other Services, and for reimbursable expenses, Subscriptions you purchase directly from Liminex or one its Affiliates shall be invoiced in accordance with paid within thirty (30) days of the Master Terms or this date of our issuance of an invoice for such purchases, unless otherwise stated on an Order and Form. Payment obligations for purchases made through an Authorized Reseller shall be due as agreed upon by you and payable upon receipt the Authorized Reseller. Fees do not include any taxes, levies, duties or similar governmental assessments of invoice. 2any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction; you are responsible for paying all such taxes, levies, duties and assessments associated with purchases and transactions under this Agreement. Unless otherwise stated on an Order Form, Fees are paid in advance of each billing period. Payment obligations under this Agreement are non-cancelable and all Fees paid are non-refundable. Upon your cancellation or termination of any Subscription, you remain responsible for payment of all Fees allocable to the terminated portion of the Subscription Term referenced in the applicable Order Form without any refund owed to you, unless otherwise mutually agreed to in writing between you and us. Upon notice to you, we may increase any Fees specified in an Order Form, provided the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after increase will not become effective until the expiration of the Initial Term and current Subscription Term. We may increase any subsequent Renewal Term, unless Client provides AIT, or AIT provides ClientFees that are not specified in an Order Form at any time, with a written or without notice to the contrary ninety (90) days prior you. We may allow you to the end continue using a free, trial or beta Offering on a paid Subscription basis, but your continued use and your Subscription would be subject to a completed Order Form and payment of the Initial Term or Renewal Termapplicable Fee. For certain Offerings, as applicable. 3we will endeavor to notify you if your paid Account has delinquent fees. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, delinquent fees are subject to increase in accordance with the applicable provisions not paid, we will suspend your use of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesServices.

Appears in 1 contract

Samples: Terms of Service and End User License Agreement

Payment Terms. 1. (a) All fees for accrued and unpaid fees, expenses, default interest, costs and any other amounts due from the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and Customer shall be due and payable (i) on the date set forth herein or, if no date is set forth herein, upon receipt demand by WFBC, and (ii) on the Final Termination Date. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of invoicetime shall in such case be included in the computation of the fees, expenses, interest, costs and any other amounts due hereunder, as the case may be. (b) All amounts to be paid by or deposited hereunder will be paid or deposited not later than 1:00 p.m. (Denver, Colorado time) on the day when due in same day funds. All computations of interest and fees shall be calculated for the actual days elapsed based on a 360 day year. (c) Amounts due to WFBC hereunder shall be remitted to WFBC in United States Dollars. (d) The Customer shall pay, as a full recourse obligation, all fees, interest, costs and expenses, including all amounts payable under Section 11.07. (e) The Customer will pay on demand to WFBC interest (before and after default and before and after judgment, with interest on overdue interest at the same rate) on all amounts not paid to or deposited when due hereunder (other than amounts due under Section 3.10(b)) at a rate equal to LIBOR plus six and three quarters of one percent (6.75%) per annum calculated daily. (f) The Customer will make all payments required to be made by it hereunder without deduction or setoff regardless of any defense or counterclaim. (g) The Customer acknowledges that (i) WFBC may maintain records of the Purchased Amount, all Purchased Accounts, all proceeds of Collateral and all amounts paid by the Customer to WFBC hereunder, including all fees, interest, costs and expenses; (ii) fees for Year 1 (described in the fee table above) shall such records shall, absent manifest error, be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, conclusive evidence thereof and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year the failure of WFBC to maintain any such records shall not limit or otherwise affect the obligations of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereforrights and remedies of WFBC hereunder or under any Related Document. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Account Purchase Agreement (Broadwind Energy, Inc.)

Payment Terms. 1. All fees FormRouter will submit to Client a written Invoice or xxxx for the initial year amounts due hereunder either (a) each year, before the subsequent anniversary, for annual licenses, or (b) at the end of the then-current term as identified in this Agreement or an Invoice or xxxx, or (c) as otherwise mutually agreed upon, in writing, during the Term of this Order shall Agreement. The renewal charge will be due as follows: (i) Set Up fees shall equal to the then-current Service fee in effect at the time of renewal. Fees for other services will be invoiced charged on the Effective Date of this Order an as-quoted basis and subject to a writing signed by both parties. Unless otherwise agreed to in writing, all uncontested invoices submitted by FormRouter for services rendered, or to be rendered shall be due and payable upon in full within fifteen (15) days from Client’s receipt of invoice; (ii) thereof. Client understands and agrees that FormRouter will not activate the Individual Accounts until the applicable fees for Year 1 (described such Services have been paid in full. All amounts paid are nonrefundable except for refunds under Section 6 during the Warranty Period. If payment is not received by the due date on client invoice client account is subject to disconnection, and a $100 service & handling fee table above) for reconnection. Client account balance must be paid in full for reconnection. Invoice payments received after the due date also incur late payment interest charges at the maximum amount permitted by law. FormRouter shall be invoiced have the right to suspend Client’s User Logon IDs and passwords or deny access to the FormRouter Applications if Client is delinquent on its payment obligations hereunder; provided, however, that FormRouter will provide Client an electronic copy of Client Data collected, prior to account disabling, once such uncontested fees are paid. Client agrees to provide FormRouter with complete and accurate billing and contact information. This information includes Client’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Client’s designated representative that will oversee the Effective Date administration of this Order Agreement on Client’s behalf (the “License Administrator”). Client agrees to update this information within 30 days of any material change to it. If the contact information Client has provided is false or fraudulent, FormRouter reserves the first day of Year 1right to terminate Client’s access to the Service in addition to any other legal remedies. If Client believes Client’s xxxx is incorrect, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year Client must contact FormRouter in writing within 30 days of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration invoice date of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, invoice containing the amount in question to be eligible to receive an adjustment or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablecredit. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.

Appears in 1 contract

Samples: Services and License Agreement

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