Common use of Price and Payment Clause in Contracts

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not comply with the technical description, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the all applicable law(s))sales tax; and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VATsales tax. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT sales tax invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc the US Federal Reserve base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not comply with the physical properties, technical descriptionspecifications, descriptions, samples, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to any other requirement of the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour labor or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc Malayan Banking Berhad base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not comply with the technical description, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. .) Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc Malayan Banking Berhad base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not conform to or comply with the physical properties, technical descriptionspecifications, descriptions, samples, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to any other requirement of the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc Czech National bank base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. Seller accepts the foregoing interest rate, considers it just and waives its right under section 1972 of the Act No. 89/2012 Coll. (“Civil Code”) to claim this provision void and non-applicable. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not comply with the technical description, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer. Seller assumes the risk of the change of circumstances within the meaning of Section 1765(2) of the Civil Code.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not conform to or comply with the physical properties, technical descriptionspecifications, descriptions, samples, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to any other requirement of the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the all applicable law(s))sales tax; and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VATsales tax. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT sales tax invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc the US Federal Reserve base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not comply with the technical description, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. a) exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. b) inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when Failure to pay amounts due and is not contested by the subject of a bona fide dispute thenBuyer, that sum will bear shall rise interest on the amount due from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled shall have the right to set off any liability refuse to perform in the event of Seller to Buyer against any liability of Buyer to default by the Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not conform to or comply with the technical descriptiondescriptions, samples, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to any other requirement of the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 32% per annum over HSBC Bank plc base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not comply with the technical description, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice). Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not conform to or comply with the physical properties, technical descriptionspecifications, descriptions, samples, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to any other requirement of the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. 4.1 The price for Price of the Goods and/or Goods, Works or Services shall be as set out in offered by the Order (“Price”) is: 3.1.1. exclusive of VAT (which will Provider to the Buyer and shall be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all labour costs, equipment, materials, charges for packaging, shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services delivery, and any duties, imposts duties or levies other than VATValue Added Tax, unless otherwise expressly stated and in the Provider’s quoted prices as accepted by the Buyer. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not comply with the technical description, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to the Contract, subject to notifying Seller. 3.5. 4.2 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of the Buyer in writing. 4.3 The Provider's official invoice should be sent to the Buyer within three months after delivery of the Goods, Works, or the Services (unless otherwise expressly stated by the Buyer’s) and must show: 4.3.1 the Buyer’s Purchase Order number. 4.3.2 an Invoice number. 4.3.3 a description of the Good or Works or Services delivered. 4.3.4 full details of price. 4.3.5 any discount allowed. 4.3.6 VAT if applicable. Failure by the Provider, to submit invoices to the Buyer within three months of delivery of the Goods or Services, as required in this clause 4 above, may result in the sums due under such invoices (referred to below as "Late Invoices"), not being recoverable from the Buyer by the Provider, if and to the extent that the Buyer, has incurred any loss as a direct consequence of the late submission of invoices by the Provider. Such loss may arise in circumstances (including but not limited to) where the Buyer has forfeited any right it has to recover the sums due in the Late Invoice(s) from a third party that has an arrangement with the Buyer entitling the Buyer to submit a claim (“a Claim”) to that third party in order to be reimbursed for payments made by the Buyer to the Provider in consideration of the Goods or Services supplied by the Provider under this Contract and a precondition for reimbursement is that the Buyer submits the Claim within a specified time. If the Buyer under such arrangement loses the right to be reimbursed because it submits a Claim late and the reason for the late Claim is because the Provider has submitted a Late Invoice to the Buyer, then the Buyer’s inability to obtain reimbursement would be a loss to the Buyer which may be remedied in accordance with this clause 4.3, without prejudice to any other rights or remedies that the Buyer may have. If the Buyer has forfeited its right to recover from the above mentioned third party, sums specified in Late Invoice as a result of the Provider’s sub mission of Late Invoice(s) to the Buyer, the Buyer may: (i) refuse to pay the sums due on the Late Invoice to the extent that the sum not paid by the Buyer cannot be claimed back by the Buyer from the third party under the arrangements between the Buyer and the third party referred to above in this condition, (ii) set off the sums the Buyer is unable to claim back from the third party (as a result of the Provider’s late submission of any invoice) against any sums that may become payable from the Buyer to the Provider for the supply of the Goods and Services. 4.4 Unless otherwise agreed in writing by the Buyer, the payment of the Price will be made within 30 days of receipt of a correct invoice, if the Goods, Works, or Services have been delivered in accordance with the Contract. 4.5 The Buyer shall be entitled to set-off against any invoice, any amount due from the Provider under this Purchase Order or under any other contractual arrangement with the Buyer. 4.6 Value Added Tax, where applicable, shall be shown separately on all invoices as a strictly extra charge. All invoices containing Value Added Tax must conform to the requirements of HM Revenue and Customs. 4.7 The Provider shall at the request of the Buyer provide all information necessary to support the invoiced amount including all relevant time sheets, details of expenses incurred, and invoices paid. 4.8 The Provider shall be wholly responsible for all applicable taxes including income tax and national insurance and other similar contributions or taxes (together “Taxes”) which may be payable out of, or as a result of the receipt of, any monies paid or payable by the Buyer under this Contract. 4.9 No payment of or on account of the Contract Price shall constitute any admission by the Buyer as to the Provider's proper provision of the Goods, Works, or Services.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from f rom time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not conform to or comply with the physical properties, technical descriptionspecifications, descriptions, samples, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to any other requirement of the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.13.1 The price shall be that in the Seller’s estimate, or such other price as the parties may agree in writing. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. is exclusive of VAT (which will customs duties, value added, purchase or any other applicable taxes or costs. Carriage shall be payable paid for by the Buyer. 3.2 Unless otherwise agreed in writing, the Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery shall pay 100% of the Goods and/or Deliverables and/or performance Contract price at the time of the Services and any duties, imposts or levies other than VATplacing an Order. 3.23.3 Payment shall only be deemed received by the Seller from the Buyer upon receipt by the Seller of cleared funds net of any bank charges. Payment will shall be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Servicesfull without any deduction, within 60 days following the date the invoice is receivedset off or abatement on any grounds. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. 3.4 The Seller will not shall be entitled to suspend deliveries charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at the Goods or performance of the Services as a result of any sums being outstandingHong Kong High Court Judgment percentage rate for Hong Kong dollars per annum. 3.4. Buyer will 3.5 The Seller shall be entitled to set off charge any expenses and legal costs incurred by the Seller in recovering overdue amounts. 3.6 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to: 3.6.1 require payment in advance of delivery in relation to any Goods not previously delivered; 3.6.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability of Seller whatever to the Buyer against for non-delivery or any liability of Buyer to Seller. For delay in delivery; 3.6.3 terminate the avoidance of doubt, Buyer contract. 3.7 No work will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not comply with the technical description, formulation and/or recipe (if any) of the Goods, Services carried out on a sale or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to the Contract, subject to notifying Sellerreturn basis. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. 3.1 The price prices for Goods, the Goods and/or Services as set out manner for payment, place of payment and currency shall be laid down in the Order (“Price”) is:Contract and/or purchase order of Huntsman and Huntsman shall pay Seller accordingly. 3.1.1. exclusive 3.2 Except otherwise agreed in writing, the prices specified in the Contract and/or purchase order of VAT (which will Huntsman shall be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of any and all cost, expenses and charges for shipping, carriage, insurance and in relation to the delivery of the Goods and/or Deliverables and/or performance of the Services Goods, including but not limited to packaging, transportation and any duties, imposts or levies other than VAT.insurance etc.. 3.2. Payment will be made by Buyer 3.3 Unless otherwise agreed in the currency Contract, the prices specified in the Order Contract and/or purchase order of Huntsman shall be inclusive of any taxes (including but not limited to GST), withholding taxes, levies or duties now existing or hereafter enacted which relate to the sale, delivery and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery purchase of the Goods and/or completion under the Contract. 3.4 Unless otherwise agreed in writing, the prices for Goods during the valid term of the Services, Contract shall be fixed. 3.5 All payments shall be made within 60 sixty (60) days following from the date of receipt of legal and valid tax invoice in full amount to the invoice is receivedsatisfaction of Huntsman from finance and tax perspectives, unless otherwise agreed between Seller and Huntsman. 3.3. If any sum 3.6 In case the Goods have not been delivered in compliance with the terms of the Contract or these General Purchasing Terms and Conditions or Seller is otherwise in breach of its obligations under the Contract is not paid when due and is not the subject of a bona fide dispute thenthese General Purchasing Terms and Conditions, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will Huntsman shall be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do any invoices until the aforesaid non-compliance and breach are rectified. Payment by Huntsman shall not comply with constitute the technical description, formulation and/or recipe (if any) recognition of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to fulfilment of Seller’s obligations under the Contract, subject . Xxxxxxxx is also entitled to notifying Sellerset-off the amounts payable to Seller with any and all amounts (including liquidated damages) accrued by Seller to Huntsman for any reason whatsoever. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc Czech National bank base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. Seller accepts the foregoing interest rate, considers it just and waives its right under section 1972 of the Act No. 89/2012 Coll. (“Civil Code”) to claim this provision void and non-applicable. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not conform to or comply with the physical properties, technical descriptionspecifications, descriptions, samples, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to any other requirement of the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer. Seller assumes the risk of the change of circumstances within the meaning of Section 1765(2) of the Civil Code.

Price and Payment. 3.1. 3.1 The price prices for Goods, the Goods and/or Services as set out manner for payment, place of payment and currency shall be laid down in the Order (“Price”) is:Contract and/or purchase order of Huntsman and Huntsman shall pay Seller accordingly. 3.1.1. exclusive 3.2 Except otherwise agreed in writing, the prices specified in the Contract and/or purchase order of VAT (which will Huntsman shall be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of any and all cost, expenses and charges for shipping, carriage, insurance and in relation to the delivery of the Goods and/or Deliverables and/or performance of the Services Goods, including but not limited to packaging, transportation and any duties, imposts or levies other than VAT.insurance etc.. 3.2. Payment will be made by Buyer 3.3 Unless otherwise agreed in the currency Contract, the prices specified in the Order Contract and/or purchase order of Huntsman shall be inclusive of any taxes (including but not limited to Value Added Tax or General Service Tax as the case may be), withholding taxes, levies or duties now existing or hereafter enacted which relate to the sale, delivery and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery purchase of the Goods and/or completion under the Contract. 3.4 Unless otherwise agreed in writing, the prices for Goods during the valid term of the Services, Contract shall be fixed. 3.5 All payments shall be made within 60 sixty (60) days following from the date of receipt of legal and valid tax invoice in full amount to the invoice is receivedsatisfaction of Huntsman from finance and tax perspectives, unless otherwise agreed between Seller and Huntsman. 3.3. If any sum 3.6 In case the Goods have not been delivered in compliance with the terms of the Contract or these General Purchasing Terms and Conditions or Seller is otherwise in breach of its obligations under the Contract is not paid when due and is not the subject of a bona fide dispute thenthese General Purchasing Terms and Conditions, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will Huntsman shall be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do any invoices until the aforesaid non-compliance and breach are rectified. Payment by Huntsman shall not comply with constitute the technical description, formulation and/or recipe (if any) recognition of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to fulfillment of Seller’s obligations under the Contract, subject . Huntsman is also entitled to notifying Sellerset-off the amounts payable to Seller with any and all amounts (including liquidated damages) accrued by Seller to Huntsman for any reason whatsoever. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice (in accordance with the Spanish Tax legislation) quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not comply with the technical description, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.12.1. The Save as otherwise stated to the Purchaser in writing in anticipation of the Purchaser's purchase order (in which case the applicable price for shall be as so stated), the Goods and/or Services price of the Deliverables will be as set out stated in the Order (“Price”) isPurchaser's order and, unless otherwise stated, will be: 3.1.1. a. exclusive of any applicable VAT or similar sales tax (which will be payable by Buyer the Purchaser subject to receipt of a the Supplier's valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and; 3.1.2. b. inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or delivery, commissioning or performance of Deliverables to or at the Services delivery address and of any duties, imposts duties or levies other than VAT.VAT or similar sales tax; 3.2. Payment will be made by Buyer c. in the currency specified agreed between the Purchaser and the Supplier and, if no currency has been agreed, in GB pounds sterling; and d. fixed for the Order duration of the contract. 2.2. A valid VAT or sales tax invoice for the Deliverables may only be submitted and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued dated, unless otherwise agreed in writing by the Purchaser, after completed delivery of the Goods and/or completion relevant Deliverables. An invoice shall not be valid unless it is addressed to the Accounts Payable Department of the ServicesPurchaser and contains the Purchaser's relevant order number. 2.3. In the event that the Purchaser reasonably considers that an invoice submitted by the Supplier is defective or relates to Deliverables that are not in accordance with the contract, within 60 days the Purchaser may pending resolution of the dispute with the Supplier withhold payment of the disputed amount without prejudice to any other rights or remedies it may have. 2.4. Unless otherwise stated in the purchase order, the Purchaser will pay the contract price at the end of the second calendar month following the date month in which the contract is fulfilled or in which a correct invoice is received, whichever is the later. 3.32.5. If any sum under The Supplier may not vary the Contract is not paid when due and is not price except with the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. Seller will not be entitled to suspend deliveries prior written consent of the Goods Purchaser. 2.6. The Purchaser reserves the right to deduct from or performance of offset against any monies due or becoming due to the Services as a result Supplier in respect of any sums being outstandingorder any monies payable by the Supplier to the Purchaser. 3.42.7. Buyer will be entitled to set off The Supplier shall, as soon as reasonably practicable following the Purchaser's request, provide the Purchaser with any liability of Seller to Buyer against invoices, advice notes, delivery notes or any liability of Buyer to Sellerother documentation in connection with the Deliverables that the Purchaser may reasonably require. 2.8. For the avoidance of doubt, Buyer will be entitled to withhold where applicable the Purchaser shall make any payment in respect of Goods and/or Services and/or Deliverables that do not comply with the technical description, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to the Contract, subject Supplier after deducting any withholding tax which the Purchaser is obligated to notifying Sellerpay to HMRC on the Supplier’s behalf. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. .) Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc Malayan Banking Berhad base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not conform to or, comply with the physical properties, technical descriptionspecifications, descriptions, samples, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to any other requirement of the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s))) to ensure such VAT exemption; and 3.1.2. inclusive of all charges for shippingshipping (including all necessary packaging - see Condition 2.3), carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 30 days following the date the invoice is received. Certificates of work completed and any other records are to be submitted with the invoice. 3.3. If any sum under the Contract Seller is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. Seller will not be entitled to suspend deliveries a claim as per § 0000 Xxxxxxxx Civil Code (ABGB), Seller shall provide Buyer with the corresponding collateral to be provided by means of an abstract guarantee issued by a reputable financial institute with registered office in the Goods or performance of the Services as a result of any sums being outstandingEuropean Union. 3.4. Seller is only permitted to offset claims that are undisputed or finally and non-appealably established. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will further be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not conform to or comply with the physical properties, technical descriptionspecifications, descriptions, samples, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to the Contract, subject to notifying Seller. In the event there is more than one claim Seller shall not be entitled to object to Buyer’s determination of which claim shall be set off. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for 3.1 Unless fixed prices have been expressly agreed between the Goods and/or Services as set out in Parties the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale supply of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified higher of either the Company’s ruling price at the date of dispatch or the price quoted in the Order and against a valid and correctly rendered VAT Confirmation. The Company shall invoice quoting Buyer’s Order reference and issued after the Buyer within thirty (30) days of delivery of the Goods and/or Goods, in respect of Goods, and within thirty (30) days of completion of the Services, in respect of Services or within 60 thirty (30) days of completion of both if Goods and/or Services are indivisible. 3.2 Unless otherwise stated invoiced amounts shall be due and payable no later than thirty (30) days from receipt of invoice by the Buyer and in no event later than the end of the month following the month of delivery. The Company shall be entitled to charge interest on overdue invoices from the date when payment becomes due, from day to day, until the date of payment at a flat rate of 2% per month above the base rate of the Bank of England. In the event that the Buyer’s procedures require that an invoice is receivedbe submitted against a purchase order to payment, the Buyer shall be responsible for issuing such purchase order before the Goods and/or Services are supplied, pursuant to clause 3.1 above. 3.33.3 Without prejudice to any of its other rights the Company may terminate the Agreement or suspend further deliveries of Goods and or Services to the Buyer in the event of the Buyer failing to make payment for any Goods and/or Services or if the Buyer becomes insolvent or, being a body corporate, has passed a resolution for voluntary winding-up, or is subject to a winding-up order of the Court, or has a receiver appointed. 3.4 If the Buyer, in the sole opinion of the Company, is unable or is likely to be unable to pay any sums owed to the Company, the Company shall without prejudice to any other rights, be entitled to demand security prior to delivery of Goods or the carrying out of any Services either by payment in cash or by bank guarantee notwithstanding any terms of payment previously agreed. If the Buyer is unable to provide the security, the Buyer shall be deemed to have repudiated the Agreement and the Company shall at its sole option be entitled to: (i) delay delivery of the Goods indefinitely; or (ii) refuse to commence any sum under Services; or (iii) accept repudiation of the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until Agreement without liability. 3.5 Where payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. Seller will not by instalments the Company shall be entitled to suspend deliveries treat any failure of the Goods or performance Buyer to pay any instalment in due time as a repudiation of the Services as a result Agreement by the Buyer and, without prejudice to any other right, to recover damages for any breach of any sums being outstandingcontract. 3.4. Buyer will be entitled to set off 3.6 The Company shall have a general lien upon any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not comply with the technical description, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to Buyer in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform its possession for any sum due to the Contract, subject to notifying Seller. 3.5. No increase in Company from the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 30 days following the date the invoice is received. Certificates of work completed and any other records are to be submitted with the invoice. 3.3. If any sum under Seller is entitled to a claim as per § 632a German Civil Code (BGB), Seller shall provide Buyer with the Contract is not paid when due and is not the subject corresponding collateral to be provided by means of a bona fide dispute then, that sum will bear interest from guarantee (selbstschuldnerische Bürgschaft) issued by a reputable financial institute or insurance company with registered office in the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstandingEuropean Union. 3.4. Seller is only permitted to offset claims that are undisputed or finally and non- appealably established. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will further be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not conform to or comply with the physical properties, technical descriptionspecifications, descriptions, samples, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to the Contract, subject to notifying Seller. In the event there is more than one claim Seller shall not be entitled to object to Buyer’s determination of which claim shall be set off. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s))) to ensure such VAT exemption; and 3.1.2. inclusive of all charges for shippingshipping (including all necessary packaging - see Condition 2.3), carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 30 days following the date the invoice is received. Certificates of work completed and any other records are to be submitted with the invoice. 3.3. If any sum under Seller is entitled to a claim as per § 632a German Civil Code (BGB), Seller shall provide Buyer with the Contract is not paid when due and is not the subject corresponding collateral to be provided by means of a bona fide dispute then, that sum will bear interest from guarantee (selbstschuldnerische Bürgschaft) issued by a reputable financial institute or insurance company with registered office in the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC Bank plc base rate from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstandingEuropean Union. 3.4. Seller is only permitted to offset claims that are undisputed or finally and non-appealably established. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will further be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not conform to or comply with the physical properties, technical descriptionspecifications, descriptions, samples, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to the Contract, subject to notifying Seller. In the event there is more than one claim Seller shall not be entitled to object to Buyer’s determination of which claim shall be set off. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.

Price and Payment. 3.1. The price for the Goods and/or Services as set out in the Order (“Price”) is: 3.1.1. exclusive of VAT (which will be payable by Buyer subject to receipt of a valid VAT invoice. Where any sale of Goods and/or Services would be eligible for exemption from VAT (or its equivalent) it is Seller's duty to comply with the necessary conditions under the applicable law(s)); and 3.1.2. inclusive of all charges for shipping, carriage, insurance and delivery of the Goods and/or Deliverables and/or performance of the Services and any duties, imposts or levies other than VAT. 3.2. Payment will be made by Buyer in the currency specified in the Order and against a valid and correctly rendered VAT invoice quoting Buyer’s Order reference and issued after delivery of the Goods and/or completion of the Services, within 60 days following the date the invoice is received. 3.3. If any sum under the Contract is not paid when due and is not the subject of a bona fide dispute then, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over HSBC the European Central Bank plc base reference rate as amended from time to time. Seller will not be entitled to suspend deliveries of the Goods or performance of the Services as a result of any sums being outstanding. 3.4. Buyer will be entitled to set off any liability of Seller to Buyer against any liability of Buyer to Seller. For the avoidance of doubt, Buyer will be entitled to withhold payment in respect of Goods and/or Services and/or Deliverables that do not comply with the technical description, formulation and/or recipe (if any) of the Goods, Services or Deliverables contained or referred to in the Order or otherwise agreed to in writing between the parties (“Specification”) or otherwise fail to conform to the Contract, subject to notifying Seller. 3.5. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Buyer.