Common use of Price and Payment Terms Clause in Contracts

Price and Payment Terms. If no price is specified on this Purchase Order, the goods and/or services furnished hereunder shall be billed at the price last quoted to Buyer, or at the prevailing market price, whichever is lower. Seller warrants to Buyer that the prices herein provided are not higher than the lowest net prices at which Seller is selling or offering to sell like materials to any other Seller customer. If, on or before the date of delivery of any materials ordered hereunder, Seller shall sell or offer to sell the same or like materials at a lower net price, this Purchase Order shall be deemed so modified to reflect such lower price. Buyer will only reimburse those out-of pocket expenses that are reasonable, necessary and expressly authorized on the face of this Purchase Order or otherwise in writing. All such expenses shall be billed at actual cost and, for expenses in excess of $25.00 must be supported by receipts or other appropriate documentation. If a cash discount period is noted on the invoice and/or this Purchase Order, such cash discount period shall be computed as commencing with receipt of invoice or goods, whichever is received later. Payment will be due net ninety (90) days unless negotiated with Novartis Procurement and its delegates, after the (i) receipt of the invoice by Buyer or (ii) acceptance of the goods or services by Buyer, whichever is later, unless such payment is in dispute. Unless otherwise stated in this Purchase Order, no charge will be allowed for packing, boxing, cartage, or insurance, and Seller shall prepay and absorb all shipping charges.

Price and Payment Terms. If no price is specified on this Purchase Order, the goods and/or services furnished hereunder shall be billed at the price last quoted to Buyer, or at the prevailing market price, whichever is lower. Seller warrants to Buyer that the prices herein provided are not higher than the lowest net prices at which Seller is selling or offering to sell like materials to any other Seller customermaterials. If, on or before the date of delivery of any materials ordered hereunder, Seller shall sell or offer to sell the same or like materials at a lower net price, this Purchase Order shall be deemed so modified to reflect such lower price. Buyer will only reimburse those out-of of-pocket expenses that are reasonable, necessary necessary, and expressly authorized on the face of this Purchase Order or otherwise in writing. All such expenses shall be billed at actual cost and, for expenses in excess of $25.00 must be supported by receipts or other appropriate documentation. If a cash discount period is noted on the invoice and/or this Purchase Order, such cash Cash discount period shall be computed as commencing with receipt of invoice or goods, whichever is received later. Payment will be due net ninety sixty (9060) days (unless negotiated with Novartis Procurement and its delegates, expressly noted on the front of this Purchase Order) after the (i) receipt of the invoice by Buyer Buyer, or (ii) acceptance of the goods or services by Buyer, whichever is later, unless such payment acceptance is in dispute. Unless otherwise stated in this Purchase Order, no charge will be allowed for packing, boxing, cartage, or insurance, and Seller shall prepay and absorb all shipping charges.

Price and Payment Terms. If no The price is specified on this Purchase Orderof the Products shall be the price stated in the offers or quotations (“Quotation”) made by the Seller, provided that such price has been accepted by the Buyer. Upon acceptance of the Quotation by the Buyer, the goods and/or services furnished hereunder Seller shall not increase the price of the Products without prior written consent of the Buyer. The invoice raised by the Seller shall be billed in the name of Buyer entity that placed the Purchase Order on the Seller, unless stated otherwise by Buyer in writing, and shall state the net amount payable by the Buyer and give an itemized description of the total amount payable. The Buyer shall not be charged any amount which was not stated in the Quotation provided by the Seller and which has not been agreed in advance by the Buyer. The Seller shall pay all taxes, duties, or levies payable in relation to the Products purchased by the Buyer. Unless agreed otherwise, Buyer shall pay the price of the Products at the price last quoted to Buyer, or at the prevailing market price, whichever is lower. Seller warrants to Buyer that the prices herein provided are expiry of not higher less than the lowest net prices at which Seller is selling or offering to sell like materials to any other Seller customer. If, on or before the date of delivery of any materials ordered hereunder, Seller shall sell or offer to sell the same or like materials at a lower net price, this Purchase Order shall be deemed so modified to reflect such lower price. Buyer will only reimburse those out-of pocket expenses that are reasonable, necessary and expressly authorized on the face of this Purchase Order or otherwise in writing. All such expenses shall be billed at actual cost and, for expenses in excess of $25.00 must be supported by receipts or other appropriate documentation. If a cash discount period is noted on the invoice and/or this Purchase Order, such cash discount period shall be computed as commencing with receipt of invoice or goods, whichever is received later. Payment will be due net ninety sixty (9060) days unless negotiated with Novartis Procurement and its delegates, after from the (i) receipt of the invoice by Buyer or from the Seller, provided that the Products are received in (i) a good condition; (ii) acceptance in accordance with the required specifications, instructions, drawings, data, warranties (express or implied) and/or other agreed requirements of the goods or services Buyer; (iii) in the quantity; (iv) on the date and time; (v) at the point of delivery as mentioned in the Purchase Order (collectively referred to as “Requirements”); and (vi) are accepted by the Buyer upon inspection. Where any advance payment is made by the Buyer, whichever is later, unless such payment is in dispute. Unless otherwise stated in this Purchase Order, no charge will be allowed for packing, boxing, cartage, or insurance, and the Seller shall prepay be bound to refund such amount within thirty (30) days of receipt of Products by the Buyer if the Products do not conform to the Requirements. If any part of the invoice is disputed by the Buyer, the Buyer shall have the right to deduct, set-off or withhold payment of the invoice amount, in part or in whole. The Seller shall have no right to delay or cancel any deliveries by reason of any deduction, set-off or withholding made by the Buyer and absorb all shipping chargesunder no circumstances shall any delay in payment of the Products shall entitle the Seller to claim any lien or security interest in any Product to secure payment of the purchase price.

Price and Payment Terms. If no price is specified on this Purchase OrderUnless otherwise agreed upon in writing by the parties, all prices are: (i) stated in the goods and/or services furnished hereunder statutory currency of Buyer’s location; (ii) not subject to any increase for the duration of the Supply Agreement; (iii) DDP at Buyer’s designated location (INCOTERMS 2010); and (iv) inclusive of the cost of Deliverable, all expenses and expenditures incurred for the performance of the Supply Agreement, Supplier’s profits and all applicable taxes. Payment of Supplier’s invoices (i.e. Fapiao) shall be billed at the price last quoted to Buyer, or at the prevailing market price, whichever is lower. Seller warrants to Buyer that the prices herein provided are not higher than the lowest net prices at which Seller is selling or offering to sell like materials to any other Seller customer. If, on or before the date of delivery of any materials ordered hereunder, Seller shall sell or offer to sell the same or like materials at a lower net price, this Purchase Order shall be deemed so modified to reflect such lower price. Buyer will only reimburse those out-of pocket expenses that are reasonable, necessary and expressly authorized on the face of this Purchase Order or otherwise in writing. All such expenses shall be billed at actual cost and, for expenses in excess of $25.00 must be supported by receipts or other appropriate documentation. If a cash discount period is noted on the invoice and/or this Purchase Order, such cash discount period shall be computed as commencing with receipt of invoice or goods, whichever is received later. Payment will be due net ninety (90) days from the end-of-month of Buyer’s receipt and acceptance of Deliverables and invoices conforming with applicable laws and Buyer’s requirements, unless negotiated with Novartis Procurement otherwise agreed upon in writing by the parties. Receipt and its delegates, after the (i) receipt acceptance of invoice is of the essence for Buyer’s payments. Buyer is entitled to withhold any payment until the invoice corresponding to the payment is duly received and accepted. All monies paid are refundable to Buyer if the Deliverable does not conform to agreed Specifications or standards. Buyer shall not be liable for any taxes, unless Buyer otherwise agrees upon in writing; any of such applicable taxes that have been agreed by Xxxxx in writing, shall be separately and correctly stated on the invoices by Supplier; and if any payment for the taxes is made but without Buyer’s written agreement, such payment shall constitute unjust enrichment on the part of Supplier and shall be refundable to Buyer. Supplier warrants that it is selling at the lowest prices and upon the most favorable terms that it offers any customer for the same or comparable Deliverable. If Supplier sells or offers to sell any Deliverable to a third party at a lower price or upon one or more terms that are more favorable than those previously offered to Buyer, then an equivalent price reduction or modification of terms will apply to all Deliverables purchased thereafter for the balance of the term of the Supply Agreement. Buyer may set off any amount owing at any time from Supplier to Buyer or any of its Affiliates against any amount payable at any time by Buyer or (ii) acceptance of under the goods or services by Buyer, whichever is later, unless such payment is in dispute. Unless otherwise stated in this Purchase Order, no charge will be allowed for packing, boxing, cartage, or insurance, and Seller shall prepay and absorb all shipping chargesSupply Agreement.

Price and Payment Terms. If no price is specified on this Purchase Order, the goods and/or services furnished hereunder shall be billed at the price last quoted to Buyer, or at the prevailing market price, whichever is lower. Seller warrants to Buyer that the prices herein provided are not higher than the lowest net prices at which Seller is selling or offering to sell like materials to any other Seller customer. If, on or before the date of delivery of any materials ordered hereunder, Seller shall sell or offer to sell the same or like materials at a lower net price, this Purchase Order shall be deemed so modified to reflect such lower price. Buyer will only reimburse those out-of pocket expenses that are reasonable, necessary and expressly authorized on the face of this Purchase Order or otherwise in writing. All such expenses shall be billed at actual cost and, for expenses in excess of $25.00 must be supported by receipts or other appropriate documentation. If a cash discount period is noted on the invoice and/or this Purchase Order, such cash discount period shall be computed as commencing with receipt of invoice or goods, whichever is received later. Payment will be due net In view of the specific nature of their regular relationship and unless otherwise required by mandatory applicable laws or otherwise agreed upon, Buyer shall pay Seller’s invoices within ninety (90) days unless negotiated with Novartis Procurement and its delegates, after the (i) receipt of the invoice by Buyer or (ii) acceptance upon complete delivery of the goods or and/or complete performance of the services as well as Buyer’s receipt of a proper invoice. Given the commer- cial practice in the industry and the nature of the goods and/or services, this payment term is fair to Seller and has been taken into account in the determination of the agreed prices/fees owed by BuyerBuyer to Seller. As far as mandatory appli- cable laws provide for a shorter payment term, whichever is later, unless such shorter payment is in disputeterm shall apply. Unless otherwise stated in this Purchase Order, no charge will be allowed for packing, boxing, cartage, or insurance, and Seller shall prepay and absorb all shipping charges.

Price and Payment Terms. If no price is specified on this Purchase Order, the goods and/or services furnished hereunder shall be billed at the price last quoted to Buyer, or at the prevailing market price, whichever is lower. Seller warrants to Buyer that the prices herein provided are not higher than the lowest net prices at which Seller is selling or offering to sell like materials to any other Seller customer. If, on or before the date of delivery of any materials ordered hereunder, Seller shall sell or offer to sell the same or like materials at a lower net price, this Purchase Order shall be deemed so modified to reflect such lower price. Buyer will only reimburse those out-of pocket expenses that are reasonable, necessary and expressly authorized on the face of this Purchase Order or otherwise in writing. All such expenses shall be billed at actual cost and, for expenses in excess of $25.00 must be supported by receipts or other appropriate documentation. If a cash discount period is noted on the invoice and/or this Purchase Order, such cash discount period shall be computed as commencing with receipt of invoice or goods, whichever is received later. Payment will be due net ninety forty five (9045) days unless negotiated with Novartis Procurement Strategic Sourcing and its delegates, after the (i) receipt of the invoice by Buyer or (ii) acceptance of the goods or services by Buyer, whichever is later, unless such payment is in dispute. Unless otherwise stated in this Purchase Order, no charge will be allowed for packing, boxing, cartage, or insurance, and Seller shall Shall prepay and absorb all shipping charges.

Price and Payment Terms. If no price is (a) Buyer shall purchase the Goods from Seller at the price(s) (the "Price(s)") specified on this Purchase Orderin the Order Confirmation. Seller shall have the right to add to the Price(s), the goods and/or services furnished hereunder and Buyer shall be billed solely responsible to pay, all taxes, excise or other charges imposed by law on or incident to the production, sale, transportation, or use of the Goods sold under the Agreement that Seller may be required to pay to or collect on behalf of any governmental agency; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel or real or personal property or other assets. Buyer must provide tax exempt use certificate prior to purchase of all goods to Seller if applicable. (b) All invoiced amounts are due and payable to Seller as specified in the Order Confirmation. Unless otherwise specified in writing, Seller has the right to change its prices, freight allowances or terms of payment or other terms of sale, provided Seller has given Buyer at least 30 days prior written notice of any such change. (c) Buyer shall pay interest on all late payments at the price last quoted lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. Seller has the right at all times to set-off any amounts receivable from Buyer against any amounts owed by Seller to Buyer. (d) Buyer hereby represents and warrants to Seller that Buyer is solvent (on a balance sheet basis) and has the unrestricted ability to pay its debts in the ordinary course of business as and when they are due and payable. Buyer acknowledges and agrees that, contemporaneously with the receipt by Seller from Buyer of any purchase order or request for the purchase of products, goods, or at the prevailing market priceservices, whichever is lower. Seller warrants to (i) Buyer that the prices herein provided are not higher than the lowest net prices at which Seller is selling or offering to sell like materials to any other Seller customer. If, on or before the date of delivery of any materials ordered hereunder, Seller shall sell or offer to sell the same or like materials at a lower net price, this Purchase Order shall be deemed so modified to reflect such lower price. Buyer will only reimburse those out-of pocket expenses that are reasonable, necessary have remade and expressly authorized on the face of this Purchase Order or otherwise reaffirmed in writing. All such expenses shall be billed at actual cost and, for expenses in excess of $25.00 must be supported by receipts or other appropriate documentation. If a cash discount period is noted on the invoice and/or this Purchase Order, such cash discount period shall be computed as commencing with receipt of invoice or goods, whichever is received later. Payment will be due net ninety (90) days unless negotiated with Novartis Procurement writing Buyer's solvency representation and its delegates, after the (i) receipt of the invoice by Buyer or warranty set forth above and (ii) acceptance such written solvency representation and warranty, in addition to being remade as set forth herein, shall be deemed for all purposes to be incorporated in said purchase order or request as if it was fully set forth in writing therein, it being the express intention of the goods Parties to grant to Seller the maximum right of reclamation available at law or services by Buyerin equity either under applicable law or in any bankruptcy or solvency proceeding. (e) Notwithstanding Section 6(d), whichever is latershipments, unless such deliveries and performance of work shall at all times be subject to the approval of Seller's credit department. Seller, in its sole discretion, may, at any time, decline to make any shipment or delivery or decline to perform any work except under receipt of partial or full payment is or security or upon other terms and conditions satisfactory to Seller's credit department in dispute. Unless otherwise stated in this Purchase Order, no charge will be allowed for packing, boxing, cartage, or insurance, and Seller shall prepay and absorb all shipping chargesits sole discretion.

Price and Payment Terms. If no 1. The price for delivery of the Equipment is specified defined in Annex 2 hereto as a unit price. VAT shall be added on this Purchase Ordertop of the unit price in accordance with valid legislation. 2. The price has been agreed as the highest acceptable (maximum) price including any and all associated costs, fees and payments and reflects any and all costs of the Seller associated with the Performance of the Seller hereunder. The price encompasses all costs of the Seller accrued in production, delivery, support that may be provided by the Seller by telephone, operational overhead, IP rights, insurance, taxes, custom and warranty and any other costs that may be in any manner associated with Performance hereunder. 3. The Buyer shall have the right not to buy all Equipment hereunder, without any sanctions being levied against him by the Seller. Should the Buyer not buy certain type of Equipment units in the numbers anticipated in Annex 1 hereto as “Estimated quantity”, the goods and/or services furnished Buyer shall have the right, in the financial extent in which he did not buy these types of Equipment units, to order any other types of units (Performance) agreed hereunder shall be billed at notwithstanding the fact that the number of such other types of Equipment units has already been delivered in anticipated numbers. The Buyer does not have the right to purchase from the Seller during the term hereof Equipment in the overall price exceeding the price last quoted defined in Art. VIII.2 hereof. 5. In cases when the Buyer orders Equipment defined in Annex 1 hereto and this Equipment will no longer be available, primarily due to the technological development of the product, the Seller shall offer to the Buyer, or at in order to fulfil any such individual partial order, other corresponding Equipment. The technical parameters of this Equipment shall not be in any manner below the prevailing market price, whichever standard that was defined and agreed by the Parties in Annex 1 hereto if this Equipment is lower. available to the Seller warrants to Buyer for a price that the prices herein provided are is not higher than the lowest net prices at which Seller price defined and agreed for the original type of Equipment unit that is selling or offering to sell like materials to any other Seller customernow unavailable. IfIn cases when the price of such Equipment is lower than the originally agreed price, on or before the date of delivery of any materials ordered hereunder, Seller shall sell or be obliged to offer it to sell the same or like materials Buyer at a lower net price, this Purchase Order shall be deemed so modified to reflect such lower price. 6. Buyer will only reimburse those out-of pocket expenses that are reasonable, necessary and expressly authorized The price for the Performance hereunder (as defined in Art. I. herein) shall be paid to the Seller in EUR on the face basis of invoices – tax receipts, by bank transfers to the Seller’s account provided in individual invoices. The Seller shall be authorized to issue invoices only after timely and proper delivery and acceptance of Equipment; all invoices must be accompanied by copies of the bills of delivery signed by the representatives of both Parties. 7. The invoices shall be due in thirty (30) days of their receipt by the Buyer. If the Seller stipulates any shorter due period of the invoiced amount in the invoice, such different due period shall not be deemed relevant and the due period stipulated herein prevails. The invoice shall be issued only in accordance with Art. III.7 hereof. 8. Payment date shall be understood as the day the invoiced amount was remitted from the Buyer’s account to the Seller’s account. 9. The invoice issued by the Seller as a tax document must contain all information required by the applicable laws of the Czech Republic. Invoices issued by the Seller in accordance with this Contract shall contain in particular following information: a) Name and registered office of the Buyer, b) Tax identification number of the Buyer, c) Name and registered office of the Seller, d) Tax identification number of the Seller, e) Registration number of the tax document, f) Scope of the performance under this Contract (including the reference to this Contract), g) Date of the issue of the tax document, h) Date of the fulfilment of the Contract, i) Purchase Price, j) Registration number of this Purchase Order or otherwise in writingContract, which the Buyer shall communicate to the Seller based on Seller’s request before the issuance of the invoice, k) Declaration that the performance of the Contract is for the purposes of the Project; the exact details of the Project including name and reg. All such expenses number will be communicated to the Seller based on Seller´s request which shall be billed at actual cost andsent to the Buyer to following e- mails: xxxxx and xxxxx before an invoice is issued. Seller shall issue an electronic invoice and send it to following e-mails xxxxx and xxxxx for preliminary check. After the preliminary check the Seller shall send the final electronic invoice to xxxxx, for expenses and must also comply with any double taxation treaties applicable to the given case. 10. The last invoice in excess of $25.00 each calendar year must be supported delivered by receipts or other appropriate documentationthe Seller to the Buyer’s no later than by December 15 of the given calendar year. If a cash discount period is noted on In case that the invoice and/or shall not contain the above mentioned information or the invoice does not comply with the requirements stipulated by law or the invoice is delivered to the Buyer later than by December 15 of the given calendar year, the Buyer is entitled to return it to the Seller during its maturity period and this Purchase Order, such cash discount shall not be considered as a default. The new maturity period shall be computed as commencing with receipt of invoice or goods, whichever is received later. Payment will be due net ninety (90) days unless negotiated with Novartis Procurement and its delegates, after begin from the (i) receipt of the supplemented or corrected invoice by Buyer or (ii) acceptance of to the goods or services by Buyer, whichever is later, unless such payment is in dispute. Unless otherwise stated in this Purchase Order, no charge will be allowed for packing, boxing, cartage, or insurance, and Seller shall prepay and absorb all shipping charges.

Price and Payment Terms. If no 1. The price for delivery of the Equipment is specified defined in Annex 2 hereto as a unit price. VAT shall be added on this Purchase Ordertop of the unit price in accordance with valid legislation. 2. The price has been agreed as the highest acceptable (maximum) price including any and all associated costs, fees and payments and reflects any and all costs of the Seller associated with the Performance of the Seller hereunder. The price encompasses all costs of the Seller accrued in production, delivery, support that may be provided by the Seller by telephone, operational overhead, IP rights, insurance, taxes, custom and warranty and any other costs that may be in any manner associated with Performance hereunder. 3. The Buyer shall have the right not to buy all Equipment hereunder, without any sanctions being levied against him by the Seller. Should the Buyer not buy certain type of Equipment units in the numbers anticipated in Annex 2 hereto as “Estimated quantity”, the goods and/or services furnished Buyer shall have the right, in the financial extent in which he did not buy these types of Equipment units, to order any other types of units (Performance) agreed hereunder notwithstanding the fact that the number of such other types of Equipment units has already been delivered in anticipated numbers. The Buyer does not have the right to purchase from the Seller during the term hereof Equipment in the overall price exceeding the price defined in Art. VIII.2 hereof. 4. [intentionally left blank] 5. In cases when the Buyer orders Equipment defined in Annex 2 hereto and this Equipment will no longer be available, primarily due to the technological development of the product, the Seller shall offer to the Buyer, in order to fulfil any such individual partial order, other corresponding Equipment. The technical parameters of this Equipment shall not be in any manner below the standard that was defined and agreed by the Parties in Annexes 1 and 2 hereto if this Equipment is available to the Seller for a price that is not higher that the price defined and agreed for the original type of Equipment unit that is now unavailable. In cases when the price of such Equipment is lower than the originally agreed price, the Seller shall be billed obliged to offer it to the Buyer at the price last quoted to Buyer, or at the prevailing market price, whichever is lower. Seller warrants to Buyer that the prices herein provided are not higher than the lowest net prices at which Seller is selling or offering to sell like materials to any other Seller customer. If, on or before the date of delivery of any materials ordered hereunder, Seller shall sell or offer to sell the same or like materials at a lower net price, this Purchase Order shall be deemed so modified to reflect such lower price. Should production of any of the types of Equipment units defined in Annex 2 hereto cease or should such Equipment become unavailable for other reasons, the Seller shall be obliged to inform the Buyer will only reimburse those out-of pocket expenses such fact in sufficient advance so that are reasonable, the Buyer may choose to order and take delivery of the necessary and expressly authorized or anticipated number of such Equipment units. 6. The price for the Performance hereunder (as defined in Art. I. herein) shall be paid to the Seller in EUR on the face basis of this Purchase Order or otherwise invoices – tax receipts, by bank transfers to the Seller’s account provided in writingindividual invoices. All such expenses The Seller shall be billed at actual cost and, for expenses in excess authorized to issue invoices only after timely and proper delivery and acceptance of $25.00 Equipment; all invoices must be supported accompanied by receipts copies of the bills of delivery signed by the authorized representatives of both Parties. 7. The invoices shall be due in 30 days of their receipt by the Buyer. 8. Payment date shall be understood as the day the invoiced amount was remitted from the Buyer’s account to the Seller’s account. 9. Invoices issued by the Seller shall comply with all requirements defined by applicable legislation, primarily by provisions of Act No. 563/1991 Coll., on Accounting, as amended, and Act No. 235/2004 Coll., on VAT, as amended (for tax receipts). The Seller shall be obliged to define in each invoice the precise number of units delivered, number of the Buyer’s order or other appropriate documentationclear and precise identification of the Equipment delivered. If a cash discount The invoices shall be sent to the address as may be defined in each particular order. In case of any invoice failing to meet the requirements the Buyer shall be authorized to return such invoice before payable date to the Seller to be corrected. Once corrected and delivered to the Buyer the due period is noted on starts to run anew. 10. Any invoice issued hereunder shall contain the information that the performance provided thereunder was provided for the purposes of the project, which name and number the Buyer tells the Seller. Failure to provide this information authorises the Buyer to return the invoice and/or this Purchase Order, such cash discount period shall to the Seller to be computed corrected as commencing with receipt of invoice or goods, whichever is received later. Payment will be due net ninety (90) days unless negotiated with Novartis Procurement and its delegates, after the (i) receipt of the invoice by Buyer or (ii) acceptance of the goods or services by Buyer, whichever is later, unless such payment is in dispute. Unless otherwise stated in this Purchase Order, no charge will be allowed for packing, boxing, cartage, or insurance, and Seller shall prepay and absorb all shipping chargesprovided above.