Common use of PRICE & PAYMENT Clause in Contracts

PRICE & PAYMENT. In consideration of any Good delivered to Buyer and/or any Service performed and accepted by Buyer under and in accordance with the terms of this Purchase Contract, ▇▇▇▇▇ agrees to pay the price expressly set forth on the face of this Purchase Contract and/or on the attached purchase order for such Good and/or such Service (“Price”) to the extent payable and due under this Purchase Contract. All invoices shall be sent to Buyer's Accounts Department and shall be in duplicate. Any cash discount period will date from the receipt of the Goods or from the date of the invoice, whichever is later. Seller warrants the prices of any Goods and/or Services set forth herein shall not exceed those charged by the Seller to any other customers purchasing the same or substantially similar items in similar or smaller quantities. The prices of this order are fixed and cannot be increased except with the express prior approval of the Buyer. Any Price payable and due under this Purchase Contract, in accordance with the terms, after receipt of invoice or delivery whichever the latter; provided, however, that the Price for any Good and/or Service shall in no event be payable and due upon such Good’s delivery to Buyer and/or upon the acceptance by Buyer of the performance of such Service; and provided further that the Price and any Buyer Taxes shall not be payable and due (i) for any Goods and/or Services subject to Section 3(i) until successful provision of a non-defective and conforming Correction, (ii) for any Goods and/or Services subject to rejection or revocation under Section 3(ii), (iii) to such extent of an equitable adjustment under Section 3(iii) of this Purchase Contract, (iv) to the extent of any violation of the price warranty under this Section 4, (v) to the extent such Goods and/or Services have not been provided or been returned if this Purchase Contract is terminated or canceled as a whole or regarding such Goods and/or Services, and (vi) to the extent of any claim or right of payment or damages that Buyer has against Seller and Buyer sets off against such Price and/or Buyer Taxes.

PRICE & PAYMENT. In consideration of any Good delivered Unless otherwise specified on the Purchase Order, the prices charged to Buyer and/or include any Service performed applicable federal, state and accepted by Buyer under and local taxes, charges or duties. All shipments shall be in accordance with 2010 Incoterms DDP to Buyer’s premises. Seller’s price shall not be higher than the terms price stated on the Purchase Order or the last price quoted by Seller or charged to Buyer, whichever is lower, without the written approval of this Buyer. No additional charges or fees of any kind or nature, including taxes, shipping or packaging charges, travel or other out of pocket expenses, customs, duties or other fees or assessments, will be allowed unless specifically agreed to by Buyer in writing or on the Purchase Contract, Order. Seller acknowledges that payment by ▇▇▇▇▇ will not constitute acceptance of Articles nor impair ▇▇▇▇▇’s right to inspect Articles or invoke any of its remedies provided hereunder. Seller warrants that the prices charged Buyer on the Purchase Order are no higher than prices charged on orders placed by others for similar services or similar quantities of goods on similar conditions subsequent to the last general announced price change, and Seller agrees to pay that any reduction in the price expressly set forth of Articles subsequent to the date of the Purchase Order will result in a corresponding reduction in price to the Articles under this Agreement, effective retroactively to the date of the Purchase Order. If Seller breaches this warranty, the prices of Articles will be reduced accordingly, retroactive to the date of such breach. Unless otherwise stated on the face Purchase Order, payment terms shall be 2%/15 net 70. The invoice payment period and the determination of this Purchase Contract and/or any discount periods will start on the attached purchase order for such Good and/or such Service later of the date (“Price”a) Seller’s invoice is received at Buyer’s accounts payable department, or (b) Articles are received and accepted by Buyer at the appropriate location. If the invoice receipt by Buyer is delinquent, or if a pricing discrepancy results when comparing the invoice amount to the extent payable amounts listed on the Purchase Order or Articles received, processing of the invoice may be delayed and due under this Purchase ContractBuyer shall still be entitled to take any applicable cash discount. All invoices amounts of any discounts not subtracted from the purchase price at the time of payment shall be sent accumulate to Buyer's Accounts Department ’s benefit, and shall be in duplicate. Any cash discount period will date from payable to Buyer upon demand together with 6% annual interest or the receipt of the Goods or highest annual interest rate allowed under applicable law from the date of Buyer’s payment to Seller of the invoice, whichever is laterpurchase price. Seller warrants the prices of any Goods and/or Services set forth herein shall not exceed those charged by retain any lien, security interest or other right in the Seller to any other customers purchasing the same or substantially similar items in similar or smaller quantities. The prices of this order are fixed and cannot be increased except with the express prior approval of the Buyer. Any Price payable and due under this Purchase Contract, in accordance with the terms, after receipt of invoice or delivery whichever the latter; provided, however, that the Price for any Good and/or Service shall in no event be payable and due upon such Good’s delivery to Buyer and/or upon the acceptance by Buyer of the performance of such Service; and provided further that the Price and any Buyer Taxes shall not be payable and due (i) for any Goods and/or Services subject to Section 3(i) until successful provision of a non-defective and conforming Correction, (ii) for any Goods and/or Services subject to rejection or revocation under Section 3(ii), (iii) to such extent of an equitable adjustment under Section 3(iii) of this Purchase Contract, (iv) to the extent of any violation of the price warranty under this Section 4, (v) to the extent such Goods and/or Services have not been provided or been returned if this Purchase Contract is terminated or canceled as a whole or regarding such Goods and/or Services, and (vi) to the extent of any claim or right of payment or damages that Buyer has against Seller and Buyer sets off against such Price and/or Buyer TaxesArticles.

PRICE & PAYMENT. In consideration All sums payable under these Conditions or any Contract are exclusive of any Good delivered to Buyer VAT (if applicable) chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes. All taxes, charges, levies, assessments and other fees of any kind imposed on the purchase of the Products and/or Services and the Delivery thereof under these Conditions or any Service performed Contract shall be the responsibility of, and accepted for the account of, the Customer. The Price shall be paid without deduction, set off, counterclaim, discount, abatement or withholding whatsoever in the Currency in full upon (i) notification being received from the Supplier that the Product is ready for despatch and (ii) the Supplier’s invoice being received by Buyer under the Customer. The Supplier shall invoice the Customer and the Customer shall pay the Price in accordance with the payment terms set out in the Written Proposal and time for payment of this Purchase the Price shall be the essence of these Conditions or any Contract. If the Customer requests any variation to the Products and/or the Services and/or clause 2.13 applies, ▇▇▇▇▇ agrees then the Supplier reserves the right to increase the Price. The Supplier reserves the right at its sole discretion to terminate the Contract or withhold Delivery or to suspend or terminate the provision of the Services if the Customer fails to pay the price expressly set forth Price or any part thereof on the face due date for payment and upon such suspension or termination, the full unpaid balance of this Purchase Contract and/or the Price shall immediately fall due for payment. Interest on late payments shall be charged by the attached purchase order for such Good and/or such Service (“Price”) Supplier at the rate of 8% above the base lending rate from time to time of the extent payable Bank of England, accruing on a daily basis and due under this Purchase Contractbeing compounded quarterly until payment is made, whether before or after any judgement. All invoices sent under the Contract shall be addressed to the Customer’s address as set out in the Written Proposal and may be sent to Buyer's Accounts Department and shall be in duplicate.pdf format by electronic mail. Any cash discount period will date from the receipt of the Goods or from the date of the invoiceThe Supplier may, whichever is later. Seller warrants the prices of any Goods and/or Services set forth herein shall not exceed those charged by the Seller without prejudice to any other customers purchasing rights it may have, set off any liability of the same or substantially similar items in similar or smaller quantitiesCustomer to the Supplier against any liability of the Supplier to the Customer. The prices Customer shall indemnify the Supplier against and shall reimburse the Supplier on demand for all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of this order are fixed profit, debt collection costs and cannot be increased except all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier and which may arise out of or in connection with the express prior approval Customer’s breach or non- performance of the Buyer. Any Price payable and Customer’s obligations under the Contract (including but not limited to the duty to pay all amounts due under this Purchase the Contract, in accordance with ) and the terms, after receipt of invoice or delivery whichever the latter; provided, however, that the Price for any Good and/or Service shall in no event be payable and due upon such GoodSupplier’s delivery to Buyer and/or upon the acceptance by Buyer enforcement of the performance of such Service; and provided further that the Price and any Buyer Taxes shall not be payable and due (i) for any Goods and/or Services subject to Section 3(i) until successful provision of a non-defective and conforming Correction, (ii) for any Goods and/or Services subject to rejection or revocation under Section 3(ii), (iii) to such extent of an equitable adjustment under Section 3(iii) of this Purchase Contract, (iv) to the extent of any violation of the price warranty under this Section 4, (v) to the extent such Goods and/or Services have not been provided or been returned if this Purchase Contract is terminated or canceled as a whole or regarding such Goods and/or Services, and (vi) to the extent of any claim or right of payment or damages that Buyer has against Seller and Buyer sets off against such Price and/or Buyer Taxes.

PRICE & PAYMENT. In consideration of (a) The Price is fixed and not subject to any Good delivered increase whatsoever except to Buyer and/or any Service performed and accepted by Buyer under and the extent expressly set out in the Agreement. (b) The Price includes all things necessary to supply the Goods or Services in accordance with the terms Agreement including: (i) labour, tools, equipment and materials; (ii) complying with all Laws and obtaining all permits, licences and insurance; (iii) packaging and transport; and (iv) all taxes, duties, levies, excise and other government fees and charges (other than GST). (c) Subject to these Terms, SCE will pay the Supplier for Goods and/or Services according to the rates and prices in the Purchase Order, adjusted by any additions or deductions made under these Terms and less any applicable withholding taxes. (d) The Supplier may issue a Tax Invoice to SCE for payment for the Goods and/or Services: (i) Provided that the Goods and/or Services have been accepted in writing by SCE; (ii) At the times specified in a Purchase Order (if any), or otherwise: A. For Goods, after the Goods have been delivered to the Delivery Place; B. For Services, on the last Business Day of this Purchase Contracteach month, for the Services performed to the 25th day of that month. (e) Tax Invoices must be addressed to SCE as follows: ACCOUNTS PAYABLE Shamrock Civil Engineering PTY LTD ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ agrees to pay ▇▇▇▇ QLD 4300 Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇ (f) Tax Invoices must: (i) Contain a valid Purchase Order Number; (ii) Attach a copy of SCE acceptance of the price expressly set forth on Goods and/or Services; and (iii) Be calculated using the face of this rates and prices in the Purchase Contract and/or on the attached purchase order for such Good and/or such Service Order. (“Price”iv) to the extent payable and due under this Purchase Contract. All invoices shall must be sent to Buyer's Accounts Department the above address and shall be in duplicate. Any cash discount period will date from the receipt email contact details, irrespective of the Goods site contact details provided, invoices may additionally be sent to SCE site personnel. (v) Invoice must be dated to reflect the month in which the work or from the date of the invoice, whichever is later. Seller warrants the prices of any Goods and/or Services set forth herein shall not exceed those charged delivery occurred. (vi) Invoices are required to be received by SCE accounts department by the Seller 7th of each month to be considered a previous month’s invoice. Invoices received late (after the 7th of each month) will be considered an invoice pertaining to the month in which the invoice is received. (vii) Statements are to be sent to ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇ by the COB 7th of each month. (g) SCE may set off against any other customers purchasing payment due to the same Supplier any amount which SCE determines the Supplier is liable to SCE, whether for expenses or substantially similar items in similar damages, howsoever that liability may have arisen. (h) If SCE notifies the Supplier of a deduction or smaller quantities. The prices of this order are fixed and canset-off under clause 8 (g) or that it does not be increased except agree with the express prior approval amount of a Tax Invoice issued by the Buyer. Any Price payable Supplier, the Supplier must immediately retract its Tax Invoice and due under this Purchase Contract, issue a replacement Tax Invoice which complies with clauses 8(c) and 8(e) in the amount directed by SCE. (i) If the Supplier does not issue a Tax Invoice to SCE in accordance with clause 8(h), SCE may issue a RCTI to the termsSupplier for the amount directed by it under clause 8(h). In this regard, after receipt of invoice or delivery whichever SCE and the latter; provided, however, that the Price for any Good and/or Service shall in no event be payable and due upon such Good’s delivery to Buyer and/or upon the acceptance by Buyer of the performance of such Service; and provided further that the Price and any Buyer Taxes shall not be payable and due Supplier agree: (i) They are, and will remain, registered for any Goods and/or Services subject to Section 3(i) GST until successful provision the discharge of a non-defective and conforming Correction, all obligations under this clause; (ii) The Goods and/Services under the Purchase Order are of the type for any Goods and/or Services subject to rejection or revocation under Section 3(ii), which a RCTI can be issued; (iii) to such extent of an equitable adjustment Where SCE issues a RCTI under Section 3(iii) of this Purchase Contractclause, the Supplier will not issue a Tax Invoice for those Goods and/or Services; and (iv) The Supplier and SCE will immediately notify the other if and when they cease to the extent of any violation of the price warranty under this Section 4, (v) to the extent such Goods and/or Services have not been provided or been returned if this Purchase Contract is terminated or canceled as a whole or regarding such Goods and/or Services, and (vi) to the extent of any claim or right of payment or damages that Buyer has against Seller and Buyer sets off against such Price and/or Buyer Taxesbe registered for GST.

PRICE & PAYMENT. In consideration 5.1 The price of the Goods shall be JOD --------- ( ) for the entire duration of the contract. Without prejudice to or limiting the provisions of Article 20 (“Tax Exemption”) of the General Conditions, the unit price indicated in the Price List and the total fixed price of be JOD --------- ----- ( )for all of the Goods are inclusive of all costs, expenses, charges or fees that the Contractor may incur in connection with the performance of its obligations under the Contract, including, all taxes, duties, levies, fees and other charges of any Good delivered nature imposed by any authority or entity. The price of the Goods shall for the entire duration of the Contract including, any Extended Terms, as set forth in the Price List (Annex C) 5.2 The Vendor shall submit to Buyer and/or UNRWA its invoices for all Goods supplied to UNRWA in accordance with this Contract, together with such supporting documentation as UNRWA may require, as indicated in each purchase order issued to the vendor. The Vendor’s invoice(s) shall specify, at a minimum, a description of the Goods (in accordance with the Specifications), the quantities, the unit prices and total price of the Goods (in accordance with the Price List) and the Order to which the invoice relates. Unless otherwise authorized in writing by UNRWA, each invoice submitted shall relate to only one Order. 5.3 Payments under this Contract shall be made to the Vendor thirty days (30 days) from receipt of the Vendor’s invoice and acceptance of goods by UNRWA that the Goods represented by the invoice have been provided and that the Vendor has otherwise performed in conformity with the terms and conditions of this Contract and the Order to which the invoice relates, unless UNRWA disputes the invoice or a portion thereof. Payments shall be made by bank transfer. All payments due to the Vendor under this Contract shall be made by electronic funds transfer to the Vendor’s bank account, the details of which have been notified by the Vendor, as follows: Name of Vendor: - Name of Bank: - Bank Address: - IBAN: - Currency: - 5.4 The Vendor acknowledges and agrees that UNRWA may withhold payment in respect of any Service invoice in the event that, in the opinion of UNRWA, the Vendor has not performed and accepted by Buyer under and in accordance with the terms and conditions of this Purchase Contract, ▇▇▇▇▇ agrees to pay or if the price expressly set forth on the face of this Purchase Contract and/or on the attached purchase order for such Good and/or such Service (“Price”) to the extent payable and due under this Purchase Contract. All invoices shall be sent to Buyer's Accounts Department and shall be Vendor has not provided sufficient documentation in duplicate. Any cash discount period will date from the receipt support of the Goods invoice. 5.5 If UNRWA disputes any invoice or from a portion thereof, UNRWA shall notify the date Vendor accordingly, including a brief explanation of why UNRWA disputes the invoice or portion thereof. With respect to disputes regarding only a portion of the invoice, whichever is laterUNRWA shall pay the Vendor the amount of the undisputed portion in accordance with Article 5.4 above. Seller warrants UNRWA and the prices Vendor shall consult in good faith to promptly resolve outstanding issues with respect to any disputed invoice. Once a dispute regarding an invoice or a portion thereof has been resolved, UNRWA shall pay the Vendor the relevant amount within thirty days (30 days) after the final resolution of such dispute. 5.6 In addition to any Goods and/or Services set forth herein shall not exceed those charged by the Seller rights and remedies available to it, and without prejudice to any other customers purchasing the same rights or substantially similar items in similar or smaller quantities. The prices of this order are fixed and cannot be increased except with the express prior approval of the Buyer. Any Price payable and due remedies that UNRWA may have under this Purchase Contract, in accordance with UNRWA shall have the termsright, after receipt without prior notice to the Vendor, any such notice being waived by the Vendor, upon any amounts becoming due and payable hereunder to the Vendor, to set off, against any amount payable by UNRWA under this Contract, any payment, indebtedness or other claim (including, without limitation, any overpayment made by UNRWA to the Vendor) owing by the Vendor to UNRWA hereunder or under any other contract or agreement between the Parties. UNRWA shall promptly notify the Vendor of invoice or delivery whichever such set-off and the latter; reasons therefore, provided, however, that the Price for any Good and/or Service failure to give such notice shall in no event be payable and due upon such Good’s delivery to Buyer and/or upon not affect the acceptance by Buyer of the performance validity of such Service; and provided further that set-off. 5.7 Payments made in accordance with this Article shall constitute a complete discharge of UNRWA’s obligations with respect to the Price and any Buyer Taxes relevant invoices or portions thereof. 5.8 The Vendor shall not be entitled to interest on any late payment or any sums payable and due (i) for any Goods and/or Services subject to Section 3(i) until successful provision of a non-defective and conforming Correction, (ii) for any Goods and/or Services subject to rejection or revocation under Section 3(ii), (iii) to such extent of an equitable adjustment under Section 3(iii) of this Purchase Contract, (iv) to the extent of any violation of the price warranty under this Section 4, (v) to the extent such Goods and/or Services have not been provided or been returned if this Purchase Contract is terminated or canceled as nor any accrued interest on payments withheld by UNRWA in connection with a whole or regarding such Goods and/or Services, and (vi) to the extent of any claim or right of payment or damages that Buyer has against Seller and Buyer sets off against such Price and/or Buyer Taxesdispute.

PRICE & PAYMENT. In consideration of any Good delivered to Buyer and/or any Service 8.1 The Supplier shall charge the Customer and the Customer shall pay the Contract Price for the Services performed and accepted by Buyer under and the Supplier in accordance with an Agreement Form. 8.2 The Contract Price is shown exclusive of VAT and to the terms extent that such tax is properly chargeable it shall be charged at the rate in force on the date of the invoice and will be shown as a separate item on all invoices. 8.3 Unless stated to the contrary the Contract Price is exclusive of all expenses and disbursements incurred by the Supplier in the execution of the Services which may be charged separately by the Supplier to the Customer at the Supplier’s then prevailing policies & rates. 8.4 If any additional costs are incurred by the Supplier as a result of any negligent or wrongful act or omission of the Customer its employees or agents the Supplier shall be entitled to make a reasonable additional charge in respect thereof. 8.5 All Supplier invoices shall be paid by the Customer within 28 days of the date of the Supplier’s invoice. 8.6 The Customer shall notify all disputed invoices to the Supplier within 10 Working Days of receipt stating the reasons for such dispute. The Customer’s and Supplier’s Authorised Representatives shall use all reasonable endeavours to resolve such dispute within 10 Working Days. Disputes not resolved within this Purchase Contract, timescale shall be resolved in accordance with Clause 20. 8.7 If either party to this Agreement fails to pay any amount due under this Agreement interest will be charged on the amount outstanding at the rate of 4% over the base lending rate of the Lloyds TSB Bank plc (accruing daily) commencing on the due date calculated daily until all the outstanding sums have been received in full. 8.8 Where under this Agreement one party has agreed to reimburse or indemnify the other in respect of any payment made or cost incurred by the other then the first party shall also reimburse any VAT paid by the other which forms part of its payment or costs incurred to the extent that such VAT is not available for credit for the other under Sections 25 and 26 of the Value Added Tax ▇▇▇ ▇▇▇▇▇ agrees . 8.9 Title to pay any goods materials or components supplied or to be supplied by the price expressly set forth on the face of this Purchase Contract and/or on the attached purchase order for such Good and/or such Service (“Price”) Supplier to the extent payable and due under this Purchase Contract. All invoices shall be sent Customer pursuant to Buyer's Accounts Department and shall be in duplicate. Any cash discount period will date from the receipt terms of the Goods or from the date of the invoice, whichever is later. Seller warrants the prices of any Goods and/or Services set forth herein a Project shall not exceed those charged pass until such time as the Supplier has paid in full for the Services. Notwithstanding that title shall not pass until payment is duly received by the Seller to any other customers purchasing the same or substantially similar items Supplier risk in similar or smaller quantities. The prices of this order are fixed goods materials and cannot be increased except with the express prior approval of the Buyer. Any Price payable and due under this Purchase Contract, in accordance with the terms, after receipt of invoice or delivery whichever the latter; provided, however, that the Price for any Good and/or Service components shall in no event be payable and due pass upon such Good’s delivery to Buyer and/or upon the acceptance by Buyer of the performance Customer of such Service; goods materials and provided further that the Price and any Buyer Taxes shall not be payable and due (i) for any Goods and/or Services subject to Section 3(i) until successful provision of a non-defective and conforming Correction, (ii) for any Goods and/or Services subject to rejection or revocation under Section 3(ii), (iii) to such extent of an equitable adjustment under Section 3(iii) of this Purchase Contract, (iv) to the extent of any violation of the price warranty under this Section 4, (v) to the extent such Goods and/or Services have not been provided or been returned if this Purchase Contract is terminated or canceled as a whole or regarding such Goods and/or Services, and (vi) to the extent of any claim or right of payment or damages that Buyer has against Seller and Buyer sets off against such Price and/or Buyer Taxescomponents.

PRICE & PAYMENT. In consideration 7.1 The Supplier shall raise its invoice for the Price for the Goods on the date of Delivery and, in the case of the Services, on the date on which the Services have been supplied. 7.2 The Price shall be as set out in the Sales Order. All prices quoted by or displayed on the the Supplier’s website are an indicative guide price and shall not be binding on the Supplier unless confirmed in the signed Sales Order. The Supplier reserves the right to increase its indicative guide price for the Goods and /or Services on an annual basis and in line with increases in the Retail Prices Index. 7.3 All sums payable under this agreement are exclusive of any Good delivered VAT (if applicable) which shall be chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes. The Customer shall pay the VAT at the same time as payment is made for the supply of the Goods and / or Services. 7.4 All taxes, charges, levies, assessments and other fees of any kind imposed on the purchase of the Goods and/or Services and the Delivery thereof under this agreement shall be the responsibility of, and for the account of, the Customer. 7.5 The Customer shall pay the Price without deduction, set off, counterclaim, discount, abatement or withholding whatsoever in the Currency in full within 30 calendar days of the date of the Supplier’s invoice (or such shorter period as shall be set out in the Sales Order). Payment shall be made in cleared funds to Buyer and/or any Service performed and accepted a bank account nominated in writing by Buyer under and in accordance with the terms Supplier. A surcharge of 2% may be added at the Supplier’s discretion should payment be made by credit card. 7.6 Time for payment of the Price shall be the essence of this Purchase Contract, ▇▇▇▇▇ agrees agreement. 7.7 If the Customer requests any variation to the Services then the Supplier reserves the right to increase the Price. 7.8 The Supplier reserves the right at its sole discretion to terminate the all Contracts or withhold all Deliveries or to suspend or terminate the provision of all Services if the Customer fails to pay the price expressly set forth a Price on the face due date for payment and upon such suspension or termination, the full unpaid balance of this Purchase Contract and/or the Price shall immediately fall due for payment. 7.9 Interest on late payments shall be charged by the attached purchase order for such Good and/or such Service (“Price”) Supplier at the rate of 8% above the base lending rate from time to time of the extent payable Bank of England, accruing on a daily basis and due under this Purchase Contract. being compounded quarterly until payment is made, whether before or after any judgement. 7.10 All invoices shall be addressed to the Customer’s address as set out in the Sales Order and may be sent to Buyer's Accounts Department and shall be in duplicate. Any cash discount period will date from the receipt of the Goods or from the date of the invoice.pdf format by electronic mail. 7.11 The Supplier may, whichever is later. Seller warrants the prices of any Goods and/or Services set forth herein shall not exceed those charged by the Seller without prejudice to any other customers purchasing the same or substantially similar items in similar or smaller quantities. The prices of this order are fixed and cannot be increased except with the express prior approval rights it may have, set off any liability of the Buyer. Any Price payable and due under this Purchase Contract, in accordance with Customer to the terms, after receipt of invoice or delivery whichever the latter; provided, however, that the Price for Supplier against any Good and/or Service shall in no event be payable and due upon such Good’s delivery to Buyer and/or upon the acceptance by Buyer liability of the performance of such Service; and provided further that the Price and any Buyer Taxes shall not be payable and due (i) for any Goods and/or Services subject to Section 3(i) until successful provision of a non-defective and conforming Correction, (ii) for any Goods and/or Services subject to rejection or revocation under Section 3(ii), (iii) to such extent of an equitable adjustment under Section 3(iii) of this Purchase Contract, (iv) Supplier to the extent of any violation of the price warranty under this Section 4, (v) to the extent such Goods and/or Services have not been provided or been returned if this Purchase Contract is terminated or canceled as a whole or regarding such Goods and/or Services, and (vi) to the extent of any claim or right of payment or damages that Buyer has against Seller and Buyer sets off against such Price and/or Buyer TaxesCustomer.

PRICE & PAYMENT. In consideration 7.1 Unless otherwise agreed by SDT in writing, the price for the Goods shall be the price set out in SDT’s quotation. 7.2 Unless otherwise agreed in writing, the prices quoted are ex-works and do not include delivery or any VAT, sales tax or any other sales taxes of any Good delivered to Buyer and/or any Service performed and accepted by Buyer under and in accordance with a similar nature which the terms of this Purchase Contract, ▇▇▇▇▇ agrees Customer shall be additionally liable to pay SDT. 7.3 SDT reserves the right to increase the price expressly set forth of the Goods by way of a surcharge at any time before delivery, to reflect any increase in SDT's costs that is due to: (a) any factor beyond SDT’s control or which is due to foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs; (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or (c) any delay caused by any instructions of the Customer or failure of the Customer to give SDT adequate or accurate information or instructions. 7.4 If the Customer requests cancellation of orders, SDT shall be entitled to invoice the Customer and be paid for price of the Goods. 7.5 Goods will be invoiced on dispatch (or collection) or, in the face case of this Purchase Contract and/or on the attached purchase order Goods for such Good and/or such Service (“Price”) which delivery instructions are awaited, 14 days after posting or otherwise sending to the extent payable Customer notification that the Goods are ready and awaiting those instructions. However SDT reserves the right to request that it is put in funds by the Customer prior to delivery. 7.6 Unless the quotation states to the contrary payment shall be in full by the end of the month in pounds sterling following that in which the invoice is issued. No discounts for early settlements will be allowed unless expressly agreed in writing in the quotation. 7.7 The Customer shall make all payments due under this Purchase Contract. All invoices the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by SDT to the Customer. 7.8 Time for payment shall be sent of the essence and no payment shall be deemed to Buyer's Accounts Department have been received until SDT has received cleared funds. 7.9 Interest shall be payable on overdue accounts at a rate of 5 per cent above National Westminster Bank plc base rate for the time being in force. Such interest, which shall accrue as from the due date of payment until payment is made, shall be calculated on a daily basis and shall be compounded annually. 7.10 If the Customer fails to make any payment on its due date then without prejudice to SDT’s other rights provided for in duplicate. Any cash discount period will date from these Conditions, SDT may cancel or suspend delivery of any goods due to the receipt Customer and/or appropriate any payment made by the Customer to such of the Goods which are due to the Customer or from the date of the invoice, whichever is later. Seller warrants the prices of any Goods and/or Services set forth herein shall not exceed those charged by the Seller such other goods as are to be provided under any other customers purchasing the same or substantially similar items in similar or smaller quantities. The prices of this order are fixed and cannot be increased except contract with the express prior approval of Customer as SDT may in its sole discretion think fit. 7.11 All payments payable to SDT under the Buyer. Any Price payable and Contract shall become due under this Purchase Contract, in accordance with the terms, after receipt of invoice or delivery whichever the latter; provided, however, that the Price for immediately on its termination despite any Good and/or Service shall in no event be payable and due upon such Good’s delivery to Buyer and/or upon the acceptance by Buyer of the performance of such Service; and provided further that the Price and any Buyer Taxes shall not be payable and due (i) for any Goods and/or Services subject to Section 3(i) until successful provision of a non-defective and conforming Correction, (ii) for any Goods and/or Services subject to rejection or revocation under Section 3(ii), (iii) to such extent of an equitable adjustment under Section 3(iii) of this Purchase Contract, (iv) to the extent of any violation of the price warranty under this Section 4, (v) to the extent such Goods and/or Services have not been provided or been returned if this Purchase Contract is terminated or canceled as a whole or regarding such Goods and/or Services, and (vi) to the extent of any claim or right of payment or damages that Buyer has against Seller and Buyer sets off against such Price and/or Buyer Taxesother provision.

PRICE & PAYMENT. In consideration The prices to be paid by the Company to Supplier for the Products and Supplies shall be in US Dollars. The prices shall be set forth by the Supplier in electronic format in its database of any Good delivered Products and Supplies as described in Section 3 below. Generally, the Supplier receives a discount from publisher's list price on Products ("Supplier's Discount"). [*] the Company will pay the Supplier according to Buyer and/or any Service performed the Discount Schedule below. The discount codes for each product will be transmitted to the Company in the database (section 3). DISCOUNT SCHEDULE ----------------- CODE DISCOUNT ---- -------- [*] [*] indicates redacted text. 3 DISCOUNT SCHEDULE ----------------- CODE DISCOUNT ---- -------- [*] There will be a distribution fee of [*] per shipment for Products and accepted Supplies ordered from the Supplier by Buyer under and in accordance with the terms Company. Thirty days from the signing of this Purchase Contractagreement, ▇▇▇▇▇ agrees for written or email purchase orders (not in BISAC format), there will be a processing fee of [*] per order for input of the order into the Supplier's system. If the Company inputs the orders, the order processing fee will be waived. The Supplier will make available to pay the Company access to the Suppliers system for purpose of the Company inputting orders. For shipping and tracking information, if the Company is unable to accept an electronic file, there is a [*] per shipment. If the Company is unable to submit or receive the purchase order information or shipping and tracking information due to the fault of the Supplier, the processing fees will be waived by the Supplier. The Supplier will provide the Supplies at a price expressly to the Company as set forth on the face database of this Purchase Contract and/or Products and Supplies described in Section 3 below. The Prices for backordered items shall be the prices in effect on the attached purchase day the order for such Good and/or such Service (“Price”) to the extent payable and due under this Purchase Contractis placed. All invoices backorders are considered valid unless cancelled in writing. Shipping charges, customs charges and non-deliverable charges assessed by the carrier shall be sent the responsibility of [*]. 2.1 The Company shall have the right at any time to Buyer's Accounts Department maintain a line of credit agreed upon between the Supplier and Company. The company can maintain an outstanding balance up to or at the credit limit. Payment shall be made in duplicate. Any cash discount period will date from full by the receipt of the Goods or Company within [*] from the date of invoice for Products and Supplies. As the invoiceCompany's credit history is established, whichever is laterthe Supplier will increase the Company's credit limit. Seller warrants the prices Claims for shortages or damaged merchandise must be sent to Supplier within thirty days of any Goods and/or Services set forth herein shall not exceed those charged by the Seller to any other customers purchasing the same or substantially similar items in similar or smaller quantities. The prices of this order are fixed and cannot be increased except with the express prior approval of the Buyer. Any Price payable and due under this Purchase Contract, in accordance with the terms, after receipt of invoice or delivery whichever the latter; provided, however, that the Price for any Good and/or Service shall in no event be payable and due upon such Good’s delivery to Buyer and/or upon the acceptance by Buyer of the performance of such Service; and provided further that the Price and any Buyer Taxes shall not be payable and due (i) for any Goods and/or Services subject to Section 3(i) until successful provision of a non-defective and conforming Correction, (ii) for any Goods and/or Services subject to rejection or revocation under Section 3(ii), (iii) to such extent of an equitable adjustment under Section 3(iii) of this Purchase Contract, (iv) to the extent of any violation of the price warranty under this Section 4, (v) to the extent such Goods and/or Services have not been provided or been returned if this Purchase Contract is terminated or canceled as a whole or regarding such Goods and/or Services, and (vi) to the extent of any claim or right of payment or damages that Buyer has against Seller and Buyer sets off against such Price and/or Buyer Taxesgoods.

PRICE & PAYMENT. In consideration (a) Buyer will be billed at the prices stated at the time of STI’s acceptance of Buyer’s order. All prices are subject to 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, STI 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 STI’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 billed exclusive of customs, duties or taxes, and Buyer shall be responsible for all such applicable duties and taxes (exclusive of taxes on STI’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 STI, and Buyer agrees to indemnify STI for any unpaid taxes in the event such exemption is not applicable. (b) Unless otherwise agreed to by STI 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 Good kind. An invoice may or may not accompany shipment at STI’s option. Any credits or setoffs alleged by Buyer to be due from STI shall not be deducted from the amounts due STI under this or other agreements until STI shall have issued and delivered to Buyer and/or STI’s credit memorandum authorizing such deduction. 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 permitted by applicable law. Additionally, Buyer shall pay to STI all costs and expenses incurred by STI in seeking collection of any Service performed and accepted amounts owed by Buyer under to STI. (c) If STI accepts partial payment in an amount less than the full amount of any invoice, such acceptance shall neither constitute a waiver of STI’s right to collect the balance nor an accord and satisfaction, notwithstanding STI’s endorsement of a check or other instrument. (d) In addition to all other rights and remedies STI may have against Buyer, Buyer hereby grants to STI a security interest in accordance with all of the terms of this Purchase Contract, ▇▇▇▇▇ agrees Products and all proceeds thereof to secure Buyer’s obligation to pay the purchase price expressly set forth on the face of this Purchase Contract and/or on the attached purchase order for such Good and/or such Service (“Price”) to the extent payable therefor and due under this Purchase Contract. All invoices shall be sent to Buyer's Accounts Department and shall be in duplicate. Any cash discount period will date from the receipt of the Goods or from the date of the invoice, whichever is later. Seller warrants the prices of any Goods and/or Services set forth herein shall not exceed those charged by the Seller to any other customers purchasing the same or substantially similar items in similar or smaller quantitiesamounts owing to STI by Buyer, including, without limitation, all costs and expenses of litigation, attorneys’ fees and interest. The prices of this order are fixed and cannot be increased except In connection with the express prior approval of the Buyersecurity interest granted herein, STI is expressly authorized, at its discretion, to file one or more financing statements or other notices under applicable law naming Buyer as debtor and STI as secured party. Any Price payable Buyer agrees to execute such documents requested by STI to record and due under otherwise perfect this Purchase Contractsecurity interest. (e) Stenographical, in accordance with the termstypographical, after receipt of invoice or delivery whichever the latter; provided, however, that the Price for any Good and/or Service shall in no event be payable and due upon such Good’s delivery to Buyer and/or upon the acceptance by Buyer of the performance of such Service; and provided further that the Price and any Buyer Taxes shall not be payable and due (i) for any Goods and/or Services clerical errors are subject to Section 3(i) until successful provision of a non-defective and conforming Correction, (ii) for any Goods and/or Services subject to rejection or revocation under Section 3(ii), (iii) to such extent of an equitable adjustment under Section 3(iii) of this Purchase Contract, (iv) to the extent of any violation of the price warranty under this Section 4, (v) to the extent such Goods and/or Services have not been provided or been returned if this Purchase Contract is terminated or canceled as a whole or regarding such Goods and/or Services, and (vi) to the extent of any claim or right of payment or damages that Buyer has against Seller and Buyer sets off against such Price and/or Buyer Taxescorrection.

PRICE & PAYMENT. In consideration 2.1 The price payable for the goods you order is as set out on our web site at the time you place your order or, if you order from one of our catalogues, as set out in the catalogue from which you order provided it is a current catalogue, plus any Good delivered charges for delivery as advised to Buyer and/or any Service performed you. 2.2 Prices are correct at time of going to press, and accepted by Buyer under and we reserve the right to update prices in accordance with future catalogues which will then supersede the terms of prices in this Purchase Contract, ▇▇▇▇▇ agrees catalogue. We also reserve the right to pay change the price expressly set forth on of commodity goods, such as copper, at any time due to market conditions but we will confirm the face of this Purchase Contract and/or on the attached purchase prevailing price with you before accepting your order. We are not obliged to accept your order for such Good and/or goods and may decline it or limit the order quantity. 2.3 On occasion, the prices payable for goods advertised on our web site may differ from those prices offered in the then current catalogue or in one of our trade counters, and we are under no obligation to honour any web site price if there is such Service (“Price”) a difference. Occasionally, we advertise goods at a promotional price; you must quote the relevant promotion code, otherwise you may be charged the full price. 2.4 Occasionally an error may occur and goods may be incorrectly priced in which circumstances we will not be obliged to supply the extent payable goods at the incorrect price. 2.5 Subject to clause 2.6, we must receive payment for the whole of the price of the goods you order, and due under this Purchase Contract. All invoices any applicable charges for delivery, before your order can be processed unless we have agreed otherwise in advance in writing. 2.6 If you are an account customer, payment shall be sent to Buyer's Accounts Department and shall be made in duplicate. Any cash discount period will date from full at the receipt end of the Goods or from month following the date of invoice. Time shall be of the invoiceessence for payment. We may revoke credit if you fail to make payment when due. If payment is not made when due, whichever interest is laterpayable at the monthly rate of 2 per cent on the amount outstanding from the due date for payment until receipt by us of the full amount (including any accrued interest) whether before or after judgement, together with any reasonable legal or other recovery costs. Seller warrants You are responsible for all orders placed by your authorised employees and for any purchases made on cards issued to you and we are not bound by any individual order limit you may impose on your authorised employees. You must inform us in writing as soon as a relevant employee is no longer authorised by you to place and receive orders or if any card issued to you is lost or stolen. 2.7 Even if we have provided you with credit previously we reserve the prices right to refuse to complete any order if payment of the account or your credit rating is not satisfactory to us. 2.8 You may not withhold payment of any Goods and/or Services set forth herein shall not exceed those charged by the Seller to any other customers purchasing the same or substantially similar items in similar or smaller quantities. The prices of this order are fixed and cannot be increased except with the express prior approval of the Buyer. Any Price payable and due under this Purchase Contract, in accordance with the terms, after receipt of invoice or delivery whichever other amount due to us by reason of any right of set off or counterclaim, which you may have, or allege to have. 2.9 We shall be entitled at all times to set off any debt or claim which we may have against you against any sums due from you to us. 2.10 The format of our invoice and statements to you will solely be dictated by us and we will not enter into any variation of our format unless any proposed variations are requested in writing at least six months in advance and unless expressly agreed by us. 2.11 Any "Was" price displayed on the latter; provided, however, that website shows the Price item’s previous selling price for any Good and/or Service shall in no event be payable and due upon such Good’s delivery to Buyer and/or upon the acceptance by Buyer a period of the performance of such Service; and provided further that the Price and any Buyer Taxes shall not be payable and due (i) for any Goods and/or Services subject to Section 3(i) until successful provision of a non-defective and conforming Correction, (ii) for any Goods and/or Services subject to rejection or revocation under Section 3(ii), (iii) to such extent of an equitable adjustment under Section 3(iii) of this Purchase Contract, (iv) at least 28 days prior to the extent of any violation of the reduced price warranty under this Section 4, (v) coming in to the extent such Goods and/or Services have not been provided or been returned if this Purchase Contract is terminated or canceled as a whole or regarding such Goods and/or Services, and (vi) to the extent of any claim or right of payment or damages that Buyer has against Seller and Buyer sets off against such Price and/or Buyer Taxeseffect.

PRICE & PAYMENT. In consideration 3.1 If there is no Contract, the Price shall be as set out in the Seller’s invoice. 3.2 If there is a Contract, the Price shall be as stated in the contract, the Seller may vary the Price on written notice to the Buyer and the varied Price shall apply not less than 5 business Days after such notice is given unless the Buyer gives notice to terminate pursuant to clause 9.2. 3.3 The Price shall be exclusive of any Good delivered applicable Value Added Tax (charged to the Buyer and/or any Service performed at the then applicable rate) or equivalent local tax, import duty, and accepted by all costs or charges in relation to loading / unloading, freight, carriage, insurance, and demurrage. The Buyer under and in accordance with the terms of this Purchase Contract, ▇▇▇▇▇ agrees to pay for any and all applicable of the price expressly set forth on foregoing at the face time of this Purchase Contract and/or on payment for the attached purchase order for such Good and/or such Service (“Price”) Products. 3.4 Notwithstanding anything from the Buyer to the extent payable and due under this Purchase Contract. All invoices contrary, the currency for the payment shall be sent Euros (€). 3.5 Subject to Buyer's Accounts Department and mandatory law, unless agreed in writing, payments terms shall be in duplicate14 days from invoice. Any cash discount period will date from the receipt of the Goods or from the date of the invoice, whichever is later. Seller warrants the prices of any Goods and/or Services set forth herein shall not exceed those charged by the Seller to any other customers purchasing the same or substantially similar items in similar or smaller quantities. The prices of this order are fixed and cannot be increased except with the express prior approval of the Buyer. Any Price payable and due under this Purchase Contract, in accordance with the terms, after receipt of invoice or delivery whichever the latter; provided, however, that the Price for any Good and/or Service shall in no event be payable and due upon such Good’s delivery to Buyer and/or upon the acceptance by Buyer of the performance of such Service; and provided further that the Price and any Buyer Taxes Payment shall not be payable deemed to be received until the Seller receives the monies due in cleared funds in the currency specified in the invoice for the Products. Notwithstanding any other terms to the contrary, upon termination of the agreement, all monies due to the Seller become immediately payable. 3.6 Where any payments are not paid in full according to clause 3.5, by way of compensation to the Seller, the Buyer shall pay interest on the overdue sum as provided in the Finnish Interest Act (633/1982, as amended). 3.7 Seller reserves the right to amend terms if there is a material change in the credit of the Buyer or in the economic conditional; and reserves the right to require payment in advance. 3.8 If the Buyer or any other entity within the same groups of companies is in default of any monies due to the Seller (i) for or any Goods and/or Services subject to Section 3(i) until successful provision other entity within Seller’s group of a companies), the Seller may, at its absolute discretion, suspend any discounts or non-defective and conforming Correction, (ii) for any Goods and/or Services subject to rejection or revocation under Section 3(ii), (iii) to standard arrangements in place with the Buyer until such extent of an equitable adjustment under Section 3(iii) of this Purchase Contract, (iv) payment has been received. 3.9 The Buyer shall make all payments to the extent Seller without any deduction or set off of any violation of the price warranty under this Section 4, (v) monies or liabilities which it has to the extent such Goods and/or Services have not been provided Seller against any other liabilities under the Contract or been returned if this Purchase Contract is terminated any Order or canceled as a whole or regarding such Goods and/or Services, and (vi) which it has to the extent of any claim or right of payment or damages that Buyer has against Seller and Buyer sets off against such Price and/or Buyer Taxeshowsoever arising.

PRICE & PAYMENT. In consideration 7.1 Unless otherwise agreed by SDT in writing, the price for the Goods shall be the price set out in SDT’s quotation. 7.2 Unless otherwise agreed in writing, the prices quoted are ex- works and do not include delivery or any VAT, sales tax or any other sales taxes of any Good delivered to Buyer and/or any Service performed and accepted by Buyer under and in accordance with a similar nature which the terms of this Purchase Contract, ▇▇▇▇▇ agrees Customer shall be additionally liable to pay SDT. 7.3 SDT reserves the right to increase the price expressly set forth of the Goods by way of a surcharge at any time before delivery, to reflect any increase in SDT's costs that is due to: (a) any factor beyond SDT’s control or which is due to foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs; (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or (c) any delay caused by any instructions of the Customer or failure of the Customer to give SDT adequate or accurate information or instructions. 7.4 If the Customer requests cancellation of orders, SDT shall be entitled to invoice the Customer and be paid for price of the Goods. 7.5 Goods will be invoiced on dispatch (or collection) or, in the face case of this Purchase Contract and/or on the attached purchase order Goods for such Good and/or such Service (“Price”) which delivery instructions are awaited, 14 days after posting or otherwise sending to the extent payable Customer notification that the Goods are ready and awaiting those instructions. However SDT reserves the right to request that it is put in funds by the Customer prior to delivery. 7.6 Unless the quotation states to the contrary payment shall be in full by the end of the month in pounds sterling following that in which the invoice is issued. No discounts for early settlements will be allowed unless expressly agreed in writing in the quotation. 7.7 The Customer shall make all payments due under this Purchase Contract. All invoices the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by SDT to the Customer. 7.8 Time for payment shall be sent of the essence and no payment shall be deemed to Buyer's Accounts Department have been received until SDT has received cleared funds. 7.9 Interest shall be payable on overdue accounts at a rate of 5 per cent above National Westminster Bank plc base rate for the time being in force. Such interest, which shall accrue as from the due date of payment until payment is made, shall be calculated on a daily basis and shall be compounded annually. 7.10 If the Customer fails to make any payment on its due date then without prejudice to SDT’s other rights provided for in duplicate. Any cash discount period will date from these Conditions, SDT may cancel or suspend delivery of any goods due to the receipt Customer and/or appropriate any payment made by the Customer to such of the Goods which are due to the Customer or from the date of the invoice, whichever is later. Seller warrants the prices of any Goods and/or Services set forth herein shall not exceed those charged by the Seller such other goods as are to be provided under any other customers purchasing the same or substantially similar items in similar or smaller quantities. The prices of this order are fixed and cannot be increased except contract with the express prior approval of Customer as SDT may in its sole discretion think fit. 7.11 All payments payable to SDT under the Buyer. Any Price payable and Contract shall become due under this Purchase Contract, in accordance with the terms, after receipt of invoice or delivery whichever the latter; provided, however, that the Price for immediately on its termination despite any Good and/or Service shall in no event be payable and due upon such Good’s delivery to Buyer and/or upon the acceptance by Buyer of the performance of such Service; and provided further that the Price and any Buyer Taxes shall not be payable and due (i) for any Goods and/or Services subject to Section 3(i) until successful provision of a non-defective and conforming Correction, (ii) for any Goods and/or Services subject to rejection or revocation under Section 3(ii), (iii) to such extent of an equitable adjustment under Section 3(iii) of this Purchase Contract, (iv) to the extent of any violation of the price warranty under this Section 4, (v) to the extent such Goods and/or Services have not been provided or been returned if this Purchase Contract is terminated or canceled as a whole or regarding such Goods and/or Services, and (vi) to the extent of any claim or right of payment or damages that Buyer has against Seller and Buyer sets off against such Price and/or Buyer Taxesother provision.