Common use of PRICE & PAYMENT Clause in Contracts

PRICE & PAYMENT. (a) The purchase price for the Products will be the price for the Products in effect at the time of the issued quotations or proposals for the Products, unless otherwise agreed upon in writing by the parties. Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation and are subject to change or termination by notice during this period unless accepted in writing by ▇▇▇▇▇. (b) Buyer will pay for all taxes, excises or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise. Unless otherwise agreed to in writing by Seller, ▇▇▇▇▇ will pay all freight, storage, handling, packaging, insurance or similar charges. (c) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill or lading indicating delivery to carrier. (d) Unless otherwise noted on the face of these terms and conditions, invoices are payable upon receipt in RMB funds, in no event greater than 30 days from date of invoice, subject to credit approval. All amounts due to Seller may be accelerated immediately upon ▇▇▇▇▇’s failure to pay invoices as required and shipments of Products may be suspended or cancelled. Interest may be charged by Seller at the highest rate allowable by law. ▇▇▇▇▇ agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required to collect any overdue balances. (f) Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by ▇▇▇▇▇. (g) Seller may change payment terms at any time, upon written agreement by ▇▇▇▇▇.

PRICE & PAYMENT. (a) The purchase price for the Products will be the price for the Products in effect at the time of the issued quotations or proposals for the Productsshipment, unless otherwise agreed upon in writing by the parties. Seller may change prices without notice. Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation and are subject to change or termination by notice during this period unless accepted in writing by ▇▇▇▇▇period. (b) Buyer will pay for all taxes, excises or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise. Unless otherwise agreed to in writing by Seller, ▇▇▇▇▇ will pay all freight, storage, handling, packaging, insurance or similar charges. (c) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill or lading indicating delivery to carrier. (d) Unless otherwise noted on the face of these terms and conditions, invoices are payable upon receipt in RMB US funds, in no event greater than 30 days from date of invoice, subject to credit approval. All amounts due to Seller may be accelerated immediately upon ▇▇▇▇▇’s failure to pay invoices as required and shipments of Products may be suspended or cancelled. Interest may be charged by Seller at the highest rate allowable by law. ▇▇▇▇▇ agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required to collect any overdue balances. (f) Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by ▇▇▇▇▇. (g) Seller may change payment terms at any time, upon written agreement by ▇▇▇▇▇in its sole discretion.

PRICE & PAYMENT. (a) The purchase price for the Products will be the price for the Products in effect at the time of the issued quotations or proposals for the Productsshipment, unless otherwise agreed upon in writing by the parties. Seller may change prices without notice. Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation and are subject to change or termination by notice during this period unless accepted in writing by ▇▇▇▇▇period. (b) Buyer will pay for all taxes, excises or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise. Unless otherwise agreed to in writing by Seller, ▇▇▇▇▇ Buyer will pay all freight, storage, handling, packaging, insurance or similar charges. (c) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill ▇▇▇▇ or lading indicating delivery to carrier. (d) Unless otherwise noted on the face of these terms and conditions, invoices are payable upon receipt in RMB US funds, in no event greater than 30 days from date of invoice, subject to credit approval. All amounts due to Seller may be accelerated immediately upon ▇▇▇▇▇Buyer’s failure to pay invoices as required and shipments of Products may be suspended or cancelled. Interest may be charged by Seller at the highest rate allowable by law. ▇▇▇▇▇ Buyer agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required to collect any overdue balances. (f) Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by ▇▇▇▇▇Buyer. (g) Seller may change payment terms at any time, upon written agreement by ▇▇▇▇▇in its sole discretion.

PRICE & PAYMENT. (a) The purchase price for the Products Buyer will be billed at the price for the Products in effect prices stated at the time of the issued quotations or proposals for the Products, unless otherwise agreed upon in writing by the parties. Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation and are subject to change or termination by notice during this period unless accepted in writing by ▇▇▇▇▇. (b) Buyer will pay for all taxes, excises or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise. Unless otherwise agreed to in writing by Seller, ▇▇▇▇▇ will pay all freight, storage, handling, packaging, insurance or similar charges. (c) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill or lading indicating delivery to carrier. (d) Unless otherwise noted on the face of these terms and conditions, invoices are payable upon receipt in RMB funds, in no event greater than 30 days from date of invoice, subject to credit approval. All amounts due to Seller may be accelerated immediately upon ▇▇▇▇▇’s failure acceptance of ▇▇▇▇▇’s order. All prices are subject to pay invoices as adjustment on account of specifications, quantities, shipment arrangements or other terms and conditions, which are not part of the original price quotation. If the prices are based on the purchase of a particular quantity of goods and Buyer fails to purchase that quantity which would justify the pricing granted, Littelfuse shall have the right, in addition to any other remedies at law or equity, to recover from Buyer the difference between the stated price and Littelfuse’s standard prices for such goods in the quantity actually purchased by Buyer. Unless otherwise specified or required by law, all prices will be quoted and shipments billed exclusive of Products customs, duties or taxes, and Buyer shall be responsible for all such applicable duties and taxes (exclusive of taxes on Littelfuse’s income). If exemption from such taxes is claimed, Buyer must provide a certificate of exemption at the time the Purchase Order is submitted to Littelfuse, and ▇▇▇▇▇ agrees to indemnify Littelfuse for any unpaid taxes in the event such exemption is not applicable. (b) Unless otherwise agreed to by Littelfuse in writing, payment shall be made net cash, in U.S. dollars, within thirty (30) days from date of shipment (whether in full or partial fulfillment of these Sales Terms) without setoff of any kind. An invoice may or may not accompany shipment at Littelfuse’s option. Any credits or setoffs alleged by Buyer to be suspended due from Littelfuse shall not be deducted from the amounts due Littelfuse under this or cancelledother agreements until Littelfuse shall have issued and delivered to Buyer Littelfuse’s credit memorandum authorizing such deduction. Interest may be charged by Seller To the extent permitted under applicable law, past due accounts and sums improperly deducted shall accrue interest at the lower of (i) twelve percent (12%) per annum or (ii) the highest rate allowable permitted by applicable law. Additionally, Buyer shall pay to Littelfuse all costs and expenses incurred by Littelfuse in seeking collection of any amounts owed by ▇▇▇▇▇ to Littelfuse. (c) If Littelfuse accepts partial payment in an amount less than the full amount of any invoice, such acceptance shall neither constitute a waiver of Littelfuse’s right to collect the balance nor an accord and satisfaction, notwithstanding Littelfuse’s endorsement of a check or other instrument. (d) In addition to all other rights and remedies Littelfuse may have against ▇▇▇▇▇, Buyer hereby grants to Littelfuse a security interest in all of the Products and all proceeds thereof to secure Buyer’s obligation to pay the purchase price therefor and any other amounts owing to Littelfuse by Buyer, including, without limitation, all costs and expenses of litigation, attorneys’ fees and interest. In connection with the security interest granted herein, Littelfuse is expressly authorized, at its discretion, to file one or more financing statements or other notices under applicable law naming Buyer as debtor and Littelfuse as secured party. ▇▇▇▇▇ agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required to collect any overdue balances. (f) Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted execute such documents requested by ▇▇▇▇▇. (g) Seller may change payment terms at any time, upon written agreement by ▇▇▇▇▇▇ to record and otherwise perfect this security interest.

PRICE & PAYMENT. (a) The purchase price for the Products will be the price for the Products in effect at the time of the issued quotations or proposals for the Productsshipment, unless otherwise agreed upon in writing by the parties. Seller may change prices without notice. Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation and are subject to change or termination by notice during this period unless accepted in writing by ▇▇▇▇▇period. (b) Buyer will pay for all taxes, excises or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise. Unless otherwise agreed to in writing by Seller, ▇▇▇▇▇ will pay all freight, storage, handling, packaging, insurance or similar charges. (c) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill or of lading indicating delivery to carrier. (d) Unless otherwise noted on the face of these terms and conditions, invoices are payable upon receipt in RMB US funds, in no event greater than 30 days from date of invoice, subject to credit approval. All amounts due to Seller may be accelerated immediately upon ▇▇▇▇▇’s failure to pay invoices as required and shipments of Products may be suspended or cancelled. Interest may be charged by Seller at the highest rate allowable by law. ▇▇▇▇▇ agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required to collect any overdue balances. (f) Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by ▇▇▇▇▇. (g) Seller may change payment terms at any time, upon written agreement by ▇▇▇▇▇in its sole discretion.

PRICE & PAYMENT. (a) The purchase price for the Products will be the price for the Products in effect at the time of the issued quotations or proposals for the Productsshipment, unless otherwise agreed upon in writing by the parties. Seller may change prices without notice. Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation and are subject to change or termination by notice during this period unless accepted in writing by ▇▇▇▇▇period. (b) Buyer will pay for all taxes, excises or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state state, provincial or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise. Unless otherwise agreed to in writing by Seller, ▇▇▇▇▇ will pay all freight, storage, handling, packaging, insurance or similar charges. (c) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill or lading indicating delivery to carrier. (d) Unless otherwise noted on the face of these terms and conditions, invoices are payable upon receipt in RMB US funds, in no event greater than 30 days from date of invoice, subject to credit approval. All amounts due to Seller may be accelerated immediately upon ▇▇▇▇▇’s failure to pay invoices as required and shipments of Products may be suspended or cancelled. Interest may be charged by Seller at the lower of 18% per annum or the highest rate allowable by law. ▇▇▇▇▇ agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required to collect any overdue balances. (fe) Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by ▇▇▇▇▇. (gf) Seller may change payment terms at any time, upon written agreement by ▇▇▇▇▇in its sole discretion.

PRICE & PAYMENT. (a) The purchase Except where it is specified that a price for the Products stated is “firm”, all prices are subject to change and orders will be the price for the Products in effect invoiced at Seller’s prices prevailing at the time of the issued quotations or proposals for the Productsshipment. Sheet cuts will incur a cut upcharge. All accounts are payable in U.S. funds, unless otherwise agreed upon in writing by the parties. Prices contained in Seller issued quotations or proposals expire 30 days from the date free of quotation and are subject to change or termination by notice during this period unless accepted in writing by ▇▇▇▇▇. (b) Buyer will pay for all taxesexchange, excises collection, or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except charges. In cases where the law expressly provides otherwise. Unless otherwise agreed to in writing by Sellerprice for Products includes delivery costs, ▇▇▇▇▇ will pay all freight, storage, handling, packaging, insurance or similar charges. (c) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill or lading indicating delivery to carrier. (d) Unless otherwise noted on the face of these terms and conditions, invoices are payable upon receipt in RMB funds, in no event greater than 30 days from date of invoice, subject to credit approval. All amounts due to Seller may be accelerated immediately upon ▇▇▇▇▇’s failure to pay invoices as required and shipments of Products may be suspended or cancelled. Interest may be charged by Seller at the highest rate allowable by law. ▇▇▇▇▇ agrees to indemnify pay Seller the amount of any increases on Buyer’s account, whether for rates, shipping modes, conditions, or delay in unloading shipments. (b) All applicable sales or use taxes, excises, or any other taxes or charges (except net income and hold harmless equity franchise taxes) imposed now or in the future by any federal, state, foreign or local authority upon productions, sale or transportation of the Products shall be paid for by Buyer. Buyer shall reimburse Seller from for any and all legal fees and costs such taxes, excises or charges which Seller may be required to collect any overdue balancespay in addition to the price payable by Buyer for the Products. Buyer may, at its option and where legally permissible, elect to file a proper exemption certificate with Seller and Buyer shall be fully responsible for paying taxes directly to the taxing authority. (fc) This Agreement and all shipments of Product shall, at all times, be subject to the approval by Seller of Buyer’s financial condition. If the financial condition of Buyer at any time becomes unsatisfactory to Seller , in Seller’s sole discretion, or if Buyer fails to make payment when payment is due, in addition to any rights Seller may offset have, Seller may defer or recoup decline to make any shipment(s) or may condition shipment(s) upon receipt of satisfactory security or cash in advance. (d) Time of payment is of the essence. Payment terms are net thirty (30) days from date of invoice, unless otherwise agreed in writing by Seller. Seller reserves the right to charge an interest rate of one- and one-half percent (1½%) per month or the maximum percentage rate permitted by law, whichever is lower, on any amounts owed by Seller to Buyer against not paid in accordance with invoiced terms. Without limiting any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by other remedies under the law, ▇▇▇▇▇▇ shall reimburse Seller for all of Seller's costs and expenses, including reasonable attorneys’ fees, incurred in connection with collecting overdue accounts. (ge) Buyer is not entitled to suspend or withhold payment of any sums (or parts thereof) due to Seller may change payment terms at by reason of set off, counter claim or any time, upon written agreement by ▇▇▇▇▇other reason whatsoever. All amounts owing to Seller shall be paid in full on or before the applicable due date.

PRICE & PAYMENT. Price specified in PO is complete and includes all charges for crating, packing, storage, transportation and delivery to Destination (asee POTC Section 5), and all governmental (municipal/local, provincial/state or federal/national) The purchase and regulatory charges, surcharges, fees, taxes (including, but not limited to, HST, GST, PST) or the like (“Taxes”) that Seller is required by domestic or foreign law to collect from AGC. Seller shall separately state such Taxes on its invoices to AGC. Seller shall make payment of all Taxes. No additional charges, surcharges, fees, taxes or the like may be added. No later than five (5) business days from AGC’s request, Seller will provide AGC with evidence of payment of Taxes to respective authorities receiving Taxes. If price is not stipulated in PO, then Seller shall not fill PO at any price higher than that last quoted in writing or charged by Seller to AGC, whichever is lesser. Unless otherwise specified, prices in PO are firm for any PO quantity or term specified. No increase in price of G&S by Seller will apply to PO or be effective against AGC without prior written consent of AGC. Seller shall provide AGC with pricing and terms for G&S that are not less favorable than those provided to other purchasers. If Seller reduces price for G&S, then Seller shall also immediately reduce price to AGC accordingly and refund to AGC any excess amount paid from the Products will be the price for the Products point in effect at the time of the issued quotations or proposals for the Productsinitial price reduction. At any time during term of PO, unless otherwise agreed upon in writing if AGC receives from another source an offer to sell G&S of like quality, as determined by the partiesAGC, to that offered by Seller at a lower effective price (including delivery) than that under PO, AGC may request Seller to match such competitive offer. Prices contained in Seller issued quotations or proposals expire 30 If within five (5) business days from the after date of quotation AGC’s request Seller has not agreed to match such competitive offer, then AGC may purchase such G&S from such competitive source and are subject the quantity so purchased will be deducted from PO. AGC shall have no responsibility to change Seller for any consequential, reliance, or termination by notice during this period unless accepted in writing by ▇▇▇▇▇. (b) Buyer will pay for all taxesdirect or indirect costs or losses of Seller whatsoever related to AGC’s election to purchase G&S from another source including, excises but not limited to, those related to design, engineering, or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwiseoverhead expenses. Unless otherwise set forth in PO or agreed to in writing by Sellerthe Parties, ▇▇▇▇▇ Seller shall send invoices (i) promptly, (ii) only after shipment of G&S and (iii) to AGC’s address as stated on PO. Payment terms are net forty-five (45) days from (i) AGC’s acceptance of G&S covered by PO, or (ii) AGC’s receipt of a correct invoice, whichever is later. AGC will have no obligation whatsoever to pay for any G&S if the invoice for such G&S is not received by AGC within ninety (90) days after shipment of G&S. AGC will pay all freight, storage, handling, packaging, insurance or similar charges. (c) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit invoices in favor of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill or lading indicating delivery to carrier. (d) Unless otherwise noted on the face of these accordance with payment terms and conditionscurrency set forth in PO, invoices are payable upon receipt in RMB fundswhich, in no event greater than 30 days from date unless otherwise stated, will be U.S. Dollars. AGC may make payment by any means satisfactory to AGC, including, but not limited to, check or wire transfer. Without prejudice to any other of invoiceAGC’s rights or remedies, subject to credit approval. All amounts due to Seller AGC may be accelerated immediately upon ▇▇▇▇▇’s failure to pay invoices as required and shipments of Products may be suspended withhold or cancelled. Interest may be charged by Seller at the highest rate allowable by law. ▇▇▇▇▇ agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required to collect any overdue balances. (f) Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by ▇▇▇▇▇. (g) Seller may change payment terms set off, at any time, upon written (i) any amounts invoiced by Seller that are disputed by AGC or (ii) amounts owing to Seller arising out of PO or any other agreement by ▇▇▇▇▇with Seller.

PRICE & PAYMENT. (a) The purchase price for the Products will be the price for the Products in effect at the time of the issued quotations or proposals for the Productsshipment, unless otherwise agreed upon in writing by the parties. Seller may change prices without notice. Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation and are subject to change or termination by notice during this period unless accepted in writing by ▇▇▇▇▇period. The changed quotations or proposals will expire 30 days from the date of change. (b) Buyer will pay for all taxes, excises or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise. Unless otherwise agreed to in writing by Seller, ▇▇▇▇▇ Buyer will pay all freight, storage, handling, packaging, insurance or similar charges. (c) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill ▇▇▇▇ or lading indicating delivery to carrier. (d) Unless otherwise noted on the face of in these terms and conditions, invoices are payable upon receipt in RMB funds, in no event greater than within 30 days from date of invoice, subject to credit approval. All amounts due to Seller may be accelerated immediately upon ▇▇▇▇▇Buyer’s failure to pay invoices as required and shipments of Products may be suspended or cancelled. Interest may will be charged by Seller at 18% per month or the highest rate allowable by law. ▇▇▇▇▇ law (whichever is higher). (e) Buyer agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required to collect any overdue balances. (f) Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by ▇▇▇▇▇Buyer. (g) Seller may change payment terms at any time, upon written agreement by ▇▇▇▇▇in its sole discretion.

PRICE & PAYMENT. (a) The purchase price for the Products will be the price for the Products in effect at the time of the issued quotations or proposals for the Productsshipment, unless otherwise agreed upon in writing by the parties. Seller may change prices without notice. Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation and are subject to change or termination by notice during this period unless accepted in writing by ▇▇▇▇▇. (b) period. Buyer will pay for all taxestaxes (including GST), duties, levies, excises or other government charges (foreign, national, state or local) in relation to the Products (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise. Unless specified otherwise, prices quoted do not include GST. Unless otherwise agreed to in writing by Seller, ▇▇▇▇▇ Buyer will pay all freight, storage, handling, packaging, insurance or similar charges. (c) . Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor favour of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill ▇▇▇▇ or lading indicating delivery to carrier. (d) . Unless otherwise noted on the face of these terms and conditionsagreed to in writing by Seller, invoices are payable upon receipt in RMB [US funds], in no event greater than 30 days from date of invoice, subject to credit approval. All amounts payments due to Seller may be accelerated immediately upon ▇▇▇▇▇Buyer’s failure to pay invoices as required and further shipments of Products may be suspended or cancelledcancelled at Seller's discretion. Interest may be charged by Seller on unpaid amounts at the highest rate allowable by law. ▇▇▇▇▇ Buyer agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required to collect any overdue balances. (f) . Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by ▇▇▇▇▇. (g) Buyer. Seller may change payment terms at any time, upon written agreement by ▇▇▇▇▇in its sole discretion.

PRICE & PAYMENT. Price specified in PO is complete and includes all charges for crating, packing, storage, transportation and delivery to Destination (asee POTC Section 5), and all governmental (local, state or national) The purchase and regulatory charges, surcharges, fees, taxes or the like (“Taxes”) that Seller is required by domestic or foreign law to collect from AGC. Seller shall separately state such Taxes on its invoices to AGC. Seller shall make payment of all Taxes. No additional charges, surcharges, fees, taxes or the like may be added. No later than five (5) business days from AGC’s request, Seller will provide AGC with evidence of payment of Taxes to respective authorities receiving Taxes. If price is not stipulated in PO, then Seller shall not fill PO at any price higher than that last quoted in writing or charged by Seller to AGC, whichever is lesser. Unless otherwise specified, prices in PO are firm for any PO quantity or term specified. No increase in price of G&S by Seller will apply to PO or be effective against AGC without prior written consent of AGC. Seller shall provide AGC with pricing and terms for G&S that are not less favorable than those provided to other purchasers. If Seller reduces price for G&S, then Seller shall also immediately reduce price to AGC accordingly and refund to AGC any excess amount paid from the Products will be the price for the Products point in effect at the time of the issued quotations or proposals for the Productsinitial price reduction. At any time during term of PO, unless otherwise agreed upon in writing if AGC receives from another source an offer to sell G&S of like quality, as determined by the partiesAGC, to that offered by Seller at a lower effective price (including delivery) than that under PO, AGC may request Seller to match such competitive offer. Prices contained in Seller issued quotations or proposals expire 30 If within five (5) business days from the after date of quotation AGC’s request Seller has not agreed to match such competitive offer, then AGC may purchase such G&S from such competitive source and are subject the quantity so purchased will be deducted from PO. AGC shall have no responsibility to change Seller for any consequential, reliance, or termination by notice during this period unless accepted in writing by ▇▇▇▇▇. (b) Buyer will pay for all taxesdirect or indirect costs or losses of Seller whatsoever related to AGC’s election to purchase G&S from another source including, excises but not limited to, those related to design, engineering, or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwiseoverhead expenses. Unless otherwise set forth in PO or agreed to in writing by Sellerthe Parties, ▇▇▇▇▇ Seller shall send invoices (i) promptly, (ii) only after shipment of G&S and (iii) to AGC’s address as stated on PO. Payment terms are net forty-five (45) days from (i) AGC’s acceptance of G&S covered by PO, or (ii) AGC’s receipt of a correct invoice, whichever is later. AGC will have no obligation whatsoever to pay for any G&S if the invoice for such G&S is not received by AGC within ninety (90) days after shipment of G&S. AGC will pay all freight, storage, handling, packaging, insurance or similar charges. (c) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit invoices in favor of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill or lading indicating delivery to carrier. (d) Unless otherwise noted on the face of these accordance with payment terms and conditionscurrency set forth in PO, invoices are payable upon receipt in RMB fundswhich, in no event greater than 30 days from date unless otherwise stated, will be U.S. Dollars. AGC may make payment by any means satisfactory to AGC, including, but not limited to, check or wire transfer. Without prejudice to any other of invoiceAGC’s rights or remedies, subject to credit approval. All amounts due to Seller AGC may be accelerated immediately upon ▇▇▇▇▇’s failure to pay invoices as required and shipments of Products may be suspended withhold or cancelled. Interest may be charged by Seller at the highest rate allowable by law. ▇▇▇▇▇ agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required to collect any overdue balances. (f) Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by ▇▇▇▇▇. (g) Seller may change payment terms set off, at any time, upon written (i) any amounts invoiced by Seller that are disputed by AGC or (ii) amounts owing to Seller arising out of PO or any other agreement by ▇▇▇▇▇with Seller.

PRICE & PAYMENT. (a) The purchase price for the Products will be the price for the Products set out in effect the quotation for the supply of Products provided that Seller may, by giving notice to Buyer at any time up to 2 Business Days (being a day other than a Saturday, Sunday or public holiday when banks in London are open for business) before delivery, increase the time price of the issued quotations Products to reflect any increase in the cost of the Products that is due to (i) any factor beyond Seller’s control (including foreign exchange fluctuations, increases in taxes and duties and increases in labour, materials and other manufacturing costs); (ii) any request by Buyer to change the delivery date(s), quantities or proposals for types of Products ordered, or the Products, unless otherwise agreed upon in writing specification; or (iii) any delay caused by the parties. any instructions of Buyer or failure of Buyer to give Seller adequate and accurate information or instructions or any deferral or suspension of an order by Buyer. (b) Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation and are subject to change or termination by notice during this period unless accepted in writing by ▇▇▇▇▇period. All quotations are provisional and are subject to confirmation upon receipt of order. (bc) Buyer will shall pay for all taxes, excises or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise. LO: 629931-4 (d) Unless otherwise agreed to in writing by Seller, ▇▇▇▇▇ Buyer will pay all freight, storage, handling, packaging, insurance or similar charges. (ce) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor favour of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list invoice or a bill or lading indicating delivery to carriermake payment for Products in advance. (df) Seller shall invoice Buyer on or at any time after completion of delivery except where ▇▇▇▇▇ is the Seller in which case, ▇▇▇▇▇ shall invoice Buyer on the date of despatch of the Products. Unless otherwise noted on the face of these terms and conditionsthe invoice, invoices are payable upon receipt in RMB funds, in no event greater than GBP £ sterling within 30 days from date of invoice, subject to credit approval. All amounts due to Seller may be accelerated immediately upon ▇▇▇▇▇’s failure to pay invoices as required and shipments of further Products may be suspended or cancelled. Interest may Time for payment shall be charged by Seller at of the highest rate allowable by lawessence of the Contract. ▇▇▇▇▇ agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required incurred by Seller to collect any overdue balances. (fg) Seller may offset All amounts due under the Contract shall be paid in full without any deduction or recoup withholding (other than any amounts owed deduction or withholding of tax as required by Seller law). Neither party shall be entitled to Buyer assert any credit, set-off or counterclaim against any amounts owed by Buyer the other in relation to Seller. Buyer waives all right the payment of offset and will pay all amounts owed to Seller regardless the whole or part of any claim asserted by ▇▇▇▇▇such amount. (gh) Seller may change payment terms by giving notice to Buyer at any time, upon written agreement by ▇▇▇▇▇in its sole discretion.

PRICE & PAYMENT. (a) The purchase price for the Products will be the price for the Products in effect at the time of the issued quotations or proposals for the Productsshipment, unless otherwise agreed upon in writing by the parties. Seller may change prices without notice. Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation and are subject to change or termination by notice during this period unless accepted in writing by ▇▇▇▇▇. (b) period. Buyer will pay for all taxestaxes (including GST), duties, levies, excises or other government charges (foreign, national, state or local) in relation to the Products (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise. Unless specified otherwise, prices quoted do not include GST. Unless otherwise agreed to in writing by Seller, ▇▇▇▇▇ Buyer will pay all freight, storage, handling, packaging, insurance or similar charges. (c) . Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor favour of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill ▇▇▇▇ or lading indicating delivery to carrier. (d) . Unless otherwise noted on the face of these terms and conditionsagreed to in writing by Seller, invoices are payable upon receipt in RMB funds, in no event greater than 30 days from date of invoice, subject to credit approval. All amounts payments due to Seller may be accelerated immediately upon ▇▇▇▇▇Buyer’s failure to pay invoices as required and further shipments of Products may be suspended or cancelledcancelled at Seller's discretion. Interest may be charged by Seller on unpaid amounts at the highest rate allowable by law. ▇▇▇▇▇ Buyer agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required to collect any overdue balances. (f) . Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by ▇▇▇▇▇. (g) Buyer. Seller may change payment terms at any time, upon written agreement by ▇▇▇▇▇in its sole discretion.

PRICE & PAYMENT. (a) The purchase price for the Products will be the price for the Products in effect at the time of the issued quotations or proposals for the Productsshipment, unless otherwise agreed upon in writing by the parties. Seller may change prices without notice. Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation and are subject to change or termination by notice during this period unless accepted in writing by ▇▇▇▇▇period. (b) Buyer will pay for all taxes, excises or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise. Unless otherwise agreed to in writing by Seller, ▇▇▇▇▇ Buyer will pay all freight, storage, handling, packaging, insurance or similar charges. (c) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill ▇▇▇▇ or lading indicating delivery to carrier. (d) Unless otherwise noted on the face of these terms and conditions, invoices are payable upon receipt in RMB US funds, in no event greater than 30 days from date of invoice, subject to credit approval. All amounts due to Seller may be accelerated immediately upon ▇▇▇▇▇’s Buyer's failure to pay invoices as required and shipments of Products may be suspended or cancelled. Interest may be charged by Seller at the highest rate allowable by law. ▇▇▇▇▇ Buyer agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required to collect any overdue balances. (f) Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by ▇▇▇▇▇Buyer. (g) Seller may change payment terms at any time, upon written agreement by ▇▇▇▇▇in its sole discretion.

PRICE & PAYMENT. (a) The purchase price for the Products will be the price for the Products set out in effect the quotation for the supply of Products provided that Seller may, by giving notice to Buyer at any time up to 2 Business Days (being a day other than a Saturday, Sunday or public holiday when banks in London are open for business) before delivery, increase the time price of the issued quotations Products to reflect any increase in the cost of the Products that is due to (i) any factor beyond Seller’s control (including foreign exchange fluctuations, increases in taxes and duties and increases in labour, materials and other manufacturing costs); (ii) any request by Buyer to change the delivery date(s), quantities or proposals for types of Products ordered, or the Products, unless otherwise agreed upon in writing specification; or (iii) any delay caused by the parties. any instructions of Buyer or failure of Buyer to give Seller adequate and accurate information or instructions or any deferral or suspension of an order by Buyer. (b) Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation and are subject to change or termination by notice during this period unless accepted in writing by ▇▇▇▇▇period. All quotations are provisional and are subject to confirmation upon receipt of order. (bc) Buyer will shall pay for all taxes, excises or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise. June 2015 (d) Unless otherwise agreed to in writing by Seller, ▇▇▇▇▇ Buyer will pay all freight, storage, handling, packaging, insurance or similar charges. (ce) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor favour of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list invoice or a bill or lading indicating delivery to carriermake payment for Products in advance. (df) Seller shall invoice Buyer on or at any time after completion of delivery except where ▇▇▇▇▇ is the Seller in which case, ▇▇▇▇▇ shall invoice Buyer on the date of despatch of the Products. Unless otherwise noted on the face of these terms and conditionsthe invoice, invoices are payable upon receipt in RMB funds, in no event greater than GBP £ sterling within 30 days from date of invoice, subject to credit approval. All amounts due to Seller may be accelerated immediately upon ▇▇▇▇▇’s failure to pay invoices as required and shipments of further Products may be suspended or cancelled. Interest may Time for payment shall be charged by Seller at of the highest rate allowable by lawessence of the Contract. ▇▇▇▇▇ agrees to indemnify and hold harmless Seller from any and all legal fees and costs which may be required incurred by Seller to collect any overdue balances. (fg) Seller may offset All amounts due under the Contract shall be paid in full without any deduction or recoup withholding (other than any amounts owed deduction or withholding of tax as required by Seller law). Neither party shall be entitled to Buyer assert any credit, set-off or counterclaim against any amounts owed by Buyer the other in relation to Seller. Buyer waives all right the payment of offset and will pay all amounts owed to Seller regardless the whole or part of any claim asserted by ▇▇▇▇▇such amount. (gh) Seller may change payment terms by giving notice to Buyer at any time, upon written agreement by ▇▇▇▇▇in its sole discretion.