Common use of Price Clause in Contracts

Price. The Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The Purchase Order must Starting with the first billing cycle of this Agreement through the last billing cycle of the initial Term, the price will be as stated above in the Contract Summary under the heading “Generation Service Charges.” During the term of this Agreement, you agree to pay RiteRate Energy a price for all applicable combined Generation Service and Generation-Related Charges as specified in “Generation Service Charges” in the Contract Summary. You are responsible for, and your price does not include, applicable state and local taxes and/or EDU charges such as Distribution Service, Transmission Service and various other wires and utility charges and fees, which will be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing billed by the BuyerEDU. The price specified on For the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance “Term” listed below and in writing the Contract Summary, all kilowatt-hours (“kWh”) of electric energy metered by Xxxxx. ▪ Seller warrants that the prices EDU shall be billed at the rate per kWh specified in the Purchase Order are no less favorable than prices given Contract Summary. In the event that any new, or any change in any existing, statute, rule, regulation, order, or other law, or procedure, tariff, rate class, or other process or charge, promulgated by Seller any governmental authority or EDU, Independent System Operator, Regional Transmission Organization (“RTO”), such as PJM Interconnection, L.L.C. (“PJM”), or other regulated service provider, alters to any other customer for like goods the detriment of RiteRate Energy its costs to perform or services its economic returns under this Agreement (after consideration of all discountsa “Change in Law or Regulation”), rebates then RiteRate Energy will provide written notice requesting your affirmative consent and allowancesagreement, describing the Change in Law or Regulation, the resulting price revisions, and the future date upon which such revised pricing is requested to be effective (a “Price Revision Request”). If Seller quotes a lower You then will be able to affirmatively consent and agree to such Price Revision Request, and if you agree, you will pay the revised price to anyone or accepts payment of a lower price from anyone during the life described in such Price Revision Request, and all other terms and conditions of this contractAgreement not modified by such Price Revision Request will remain in full force and effect. If, Seller however, you do not affirmatively consent and agree to the Price Revision Request within thirty (30) calendar days, then RiteRate Energy may terminate this Agreement without penalty, Cancellation Fee or further obligation (but you will quote the same lower price (after consideration of all discountsremain responsible to pay RiteRate Energy for any electricity supply used before this Agreement is terminated, rebates and allowances) with respect to as well as any quantity undelivered under the Purchase Orderlate fees). ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified Such termination will be effective on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing next available drop date as established by the BuyerEDU. Any such Change in Law or Regulation may include, but is not limited to, implementation of changes to or adjustments in the price specified on the Purchase Order includes all implementation of PJM settlements or new or changed PJM and EDU charges for packingtransmission, cartagecapacity and ancillary services, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, or generation adequacy rules, regulations implementing installed capacity obligations, emission allowance requirements, obligations associated with environmental or energy law and ordersregulations (including, without limitation, alternative energy requirements, carbon and greenhouse gas, or other similar controls) or otherwise.

Price. The Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪  Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪  If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Xxxxx does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪  The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪  Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪  Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The Purchase Order must not goods or services shall be filled furnished at prices higher than those specified a price set forth on the Purchase face of the Order. Unless otherwise stated, all Goods shall be delivered by Seller “DDP-BUYER’S plant,” in which case all transportation charges (including terminal or other charges) shall be at Seller’s expense unless otherwise agreed to in writing by the Buyer. The price specified Buyer chooses different payment terms which would then be defined on the Purchase Order includes all subcontracting costs associated with front of the Purchase Order. The prices stated are complete, and no additional charges, surcharges, premiums or additional charges of any type shall be added without Buyer’s written consent, including, but not limited to, shipping, packaging, labelling, custom duties, federal, provincial, state and local taxes (including all import taxes, excise taxes and sales taxes), tariffs, storage, parking, detention charges, insurance, boxing, crating, drayage or containers. Any reduction in Seller’s cost resulting from a reduction in transportation charges, customs duties, import taxes, excise taxes and/or sales taxes from those in effect on the date of any Order shall be paid to Buyer by Seller as a reduction of the price. Risk of loss or damage of goods shall be upon Seller and Seller shall insure goods in transit. Prices are not subject to increase, unless specifically stated in the Order or an agreement, and Seller assumes the risk of any event or cause affecting prices, including but not limited to foreign exchange rates, increases in raw material costs, inflation, increases in labor and other production and supply costs, and any other event which impacts the price or availability of materials or supplies. The time for payment shall not begin until correct and complete invoices and shipping confirmation documentation is received. If no payment term appears on the Order or in an agreement, Buyer will have pay Seller for the goods or services net 60 days grouping payments each fortnight (i.e. every two weeks) following Buyer’s receipt of the goods or services at Buyer’s designated facility or, in cases of services, Buyer’s receipt of Seller’s invoice following completion of the services. Buyer may withhold payment pending receipt of evidence, in the form and detail requested by Buyer, of the absence of any liens, encumbrances, or claims on the goods or services provided under the Order. Payment will be made in the currency expressly stated in the Order; if no responsibility currency is noted, payment will be made in U.S. dollars. Seller will pay for any increased all premium freight costs incurred by over normal freight costs if Seller in connection with any raw materials needs to use an expedited shipping method to meet agreed upon delivery dates due to its own acts or subcontractors, unless such additional costs have been negotiated omissions. Seller represents and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are are, and will remain, no less favorable to Buyer than prices given by any price which Seller presently, or in the future, offers to any other customer for like the same or substantially similar goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)substantially similar quantities. Seller shall pay all delivery charges in excess not delay any deliveries of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that Goods pending the prices will comply with all applicable governmental laws, rules, regulations and ordersdetermination of any price adjustments or resolution of invoicing disputes or reconciliations under this Purchase Order.

Price. The Purchase Order must not be filled at prices higher than those Unless otherwise specified on the Purchase Order, unless otherwise agreed the prices quoted and/or charged to in writing by Buyer include any applicable federal, state and local taxes, charges or duties. Seller’s price shall not be higher than the Buyer. The price specified stated on the Purchase Order includes all subcontracting costs associated with or the last price quoted by Seller or charged to Buyer, whichever is lower. 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 Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in charged Buyer on the Purchase Order are no less favorable higher than prices given 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 that any reduction in the price of Offerings subsequent to any other customer for like goods or services (after consideration the date of all discounts, rebates and allowances). If Seller quotes the Purchase Order will result in a lower corresponding reduction in price to anyone or accepts payment the Offerings under this Agreement, effective retroactively to the date of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Seller breaches this warranty, the prices of Offerings will be reduced accordingly, retroactive to the date of such breach. If the applicable Purchase Order expressly provides for the reimbursement of any of Seller’s expenses, then, as a condition precedent to receiving reimbursement for any such expenses, Seller must provide Buyer is quoted a lower price with receipts and other evidence of such expenses reasonably requested by someone other than SellerXxxxx, and SellerSeller must comply in all respects with Xxxxx’s expense reimbursement policies as in effect from time to time. No amount of specified compensation will be considered as an estimate but always as a not-to-exceed amount to provide the Offerings in full, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall will be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation lowered to the DAP (incoterm). extent that, if working on a pay-for-time basis, Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersspends less time than contemplated.

Price. The Purchase Order must not be filled at All prices higher than those specified on the Purchase Order, are ExWorks shipping point unless otherwise agreed to in writing by Xxxxx and Seller. Prices and lead times quoted are expressly limited to, and expressly made conditional on, Xxxxx’s acceptance of these Standard Terms and Conditions for Customers. If after prices and lead times have been quoted, Xxxxx advances new terms that differ from those set forth in this Agreement and that cause or may cause increases in costs of labor or materials to Seller, then the prices and lead times quoted are subject to change. Additionally, all prices are based on the quantities quoted and any change in the quantities may also affect the price. PAYMENT TERMS Unless otherwise negotiated between Seller and Buyer, Invoices for Goods and services shall be due and payable net thirty (30) days from shipment. Seller may withhold shipments or information from Buyer until any outstanding balances are paid in full. ACCEPTANCE AND TRANSPORTATION Upon Xxxxx's receipt of shipment, Xxxxx shall immediately inspect the Goods. Unless Buyer provides Seller with written notice describing with particularity the nature of any defects in the Goods or the amount of any shortage claimed within thirty (30) calendar days after receipt of shipment, the Goods shall be deemed accepted by Buyer. The price specified on In the Purchase Order includes all subcontracting costs associated with event that Xxxxx does not specify a method of shipment, Seller may use its own discretion in determining the Purchase Ordermethod of shipment. All transportation expenses are the responsibility of Buyer. Shipping is not included in our product pricing. Incoterm - EXWORKS: Seller makes the product available at dock and Buyer will have no responsibility is responsible for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances)specifying shipping method. If Seller quotes a lower price international shipment, Xxxxx agrees to anyone supply broker and contact information at time of order or accepts payment of a lower price from anyone during the life of this contractfreight method and account number. If prepaid terms are required, Seller will can provide freight quote the same lower price to Buyer upon request. If special packaging is required (after consideration material, bagging, marking, phytosanitary), Xxxxx agrees to cover additional expense. Purchase orders must reflect all special packing requirements. TITLE AND RISK OF LOSS Title to Goods sold and risk of all discounts, rebates and allowances) with respect loss of such Goods shall pass to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower priceExWorks shipping point. PERFORMANCE, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.WARRANTY & CONSEQUENTIAL DAMAGES

Price. The This Purchase Order must shall not be filled at (and the Buyer will not meet) any prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractorssubcontractors or import duties or charges, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for to supply such undelivered quantity, without any compensation due by the Buyer. ▪ The prices specified on the this Purchase Order include all applicable taxesnational, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP F.O.B. destination point (incotermi.e. risks remains with the Seller until delivery to the Buyer’s premises mentioned in this Purchase Order). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, subcontractors unless such additional costs have been negotiated and agreed to in advance and in writing by XxxxxBuyer. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, Buyer unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B point. Seller shall pay all delivery charges in excess of that those which Xxxxx has agreed in writing to pay. Any additional expenses or costs, they shall be previously approved in writing by the Buyer through its authorized persons duly entitled and shall be paid in the same terms as the price. Therefore, the Seller acknowledges that the Buyer shall not be obliged to pay any additional amount that is not previously accepted in the terms set forth in this Terms and Conditions. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations regulations, and orders. ▪ The Parties agree that all expenses incurred by the Seller for travel, transportation, lodging, travel expenses and/or any other expense that is not included in the Price, shall be previously approved in writing by the Buyer through its authorized persons duly entitled and shall be paid in the same terms as the 3.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxes, including all national governmental and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must shall not be filled at (and the Buyer will not meet) any prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractorssubcontractors or import duties or charges, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for to supply such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point, as defined by Incoterms 2020 Rules. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxesfederal, including all national national, state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must shall not be filled at (and the Buyer will not meet) any prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractorssubcontractors or import duties or charges, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for to supply such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxesforms of taxation (whether statutory, including all national and local taxes governmental or otherwise) that Seller is required by applicable law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by BuyerXxxxx, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The Landlord hereby grants Tenant the one time exclusive option ("Purchase Order must not be filled at prices higher than those specified on Option") to purchase the Purchase Order, unless otherwise agreed Premises (except in case of default by Landlord and exercise pursuant to Section 3.3(b) and except as provided in writing by the BuyerSection 18.3(a)). The purchase price specified on shall equal Landlord's Work Costs plus the Purchase Order includes Transfer Costs. Landlord's Work Costs shall be equal to all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller Landlord in connection with development, financing, and construction of the project the general categories of which are more specifically set forth on Schedule II and which shall include, but not be limited to, all costs approved by Tenant. Transfer Costs shall equal all costs incurred by Landlord to sell the Premises to Tenant including, but not limited to, financing penalties, prepayment penalties, permanent loan fees, commitment fees (including the $318,000 set forth as item F.2. on Schedule II to the extent not included in Landlord's Work Costs), closing costs, title insurance premiums, attorneys fees, and each and every other cost incurred by Landlord plus $50,000 to cover Landlord's non-itemized internal costs. If Tenant elects the purchase option, the Premises shall be sold on an "AS-IS", "WHERE-IS" basis and Landlord shall make no representations or warranties of any raw materials nature except to convey title to Tenant in fee simple absolute subject to all exceptions shown on the title insurance commitment as of the time Landlord purchased the Premises plus any other title matters consented to by Tenant. Tenant shall indemnify and hold Landlord harmless from any Environmental Claims except those directly caused by Landlord during its construction activities. In order to exercise this option Tenant shall give Landlord notice on or subcontractorsbefore March 31, unless 1996 ("Exercise Notice"). The Closing Date shall occur within thirty (30) days after the Commencement Date or at such additional costs have been negotiated and other time agreed to in advance by Landlord and in writing by XxxxxTenant. ▪ Seller warrants that Within fifteen (15) days of Landlord's receipt of the prices specified in Exercise Notice, Landlord shall prepare the Purchase Order are no less favorable than prices given by Seller to any other customer necessary contract for like goods or services (after consideration sale of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from property which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid executed by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP Tenant within thirty (incoterm30). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B point. Seller shall pay all delivery charges in excess of that those which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must not be filled at prices higher than those specified on the front of this Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the front of this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will shall have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, subcontractors unless such additional costs shall have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order herein are no less favorable favourable than prices given by Seller to any other customer for like goods or services merchandise (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same such lower price (after consideration of all discounts, rebates and allowances) with is to prevail in respect to any quantity undelivered under the Purchase Orderhereunder. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, Seller and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order hereunder at the lower price, thereby canceling the cancelling this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The Unless otherwise agreed in writing by the Buyer, the prices specified on the front of this Purchase Order shall be inclusive of any value added tax and include all applicable taxes, including all national and other local taxes that which Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, Buyer unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations government law and ordersregulations.

Price. Discount; Taxes The Purchase Order must not prices payable for the goods and services shall be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to set out in writing by the Buyer. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the The prices specified set out in the Purchase Order are no less favorable than the only amounts payable by Audiokinetic in relation to the Purchase Order and are inclusive of packaging, packing, carriage, insurance and delivery costs but unless specified otherwise do not include any sales or similar tax on the supply of the goods and services covered by the Purchase Order. Where a fixed purchase price is specified, Provider shall not vary the price or levy any surcharge. Items purchased by Audiokinetic pursuant to the Purchase Order shall be supplied at the lowest price last charged by Provider for the same items in equal quantity, and shall not exceed current prices given by Seller quoted or charged to any other customer for like goods or services (after consideration similar items and quantity. Provider will refund to Audiokinetic any amounts paid by Audiokinetic in excess of all discounts, rebates and allowances)such price. If Seller quotes a lower price to anyone or accepts It is understood that any discount for early payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price offered by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity Provider under the Purchase Order at will date from Audiokinetic’s receipt of goods or from the lower pricedate of the invoice, thereby canceling whichever is later. Payment terms are net 60 days unless otherwise specified herein. Provider shall separately state on all invoices and acknowledgments of the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxessales taxes imposed by federal, including all national and provincial or local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyergovernments, unless an exemption is available. ▪ Unless otherwise agreed Provider’s records relating to in writing the goods and services covered by the Buyer, the price specified on the Purchase Order includes shall be and remain subject to audit by Audiokinetic in the event of termination, equitable adjustment or when the price thereof is based on time and cost of materials. Provider will promptly invoice Audiokinetic for all charges for packing, cartage, storage, drayage, goods and transportation services accepted by Audiokinetic. Audiokinetic will have no obligation to pay any invoice submitted more than ninety (90) days from the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that time when the prices will comply with all applicable governmental laws, rules, regulations subject goods and ordersservices were accepted by Audiokinetic.

Price. The Purchase Order must not (a) Buyer shall purchase the Goods and Services from Seller at the prices (the "Prices"), pursuant to Seller's valid quotation. If the Prices should be filled at increased by Seller before delivery of the Goods to a carrier for shipment to Buyer, then these Terms shall be construed as if the increased prices higher than those specified were originally inserted herein, and Buyer shall be billed by Seller on the Purchase Order, unless otherwise agreed basis of such increased prices. (b) Xxxxx agrees to in writing by the Buyer. The price specified on the Purchase Order includes reimburse Seller for all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs reasonable travel and out-of-pocket expenses incurred by Seller in connection with any raw materials or subcontractorsthe performance of the Services. (c) Our prices are ex-works plus packaging and statutory value added tax. Unless otherwise agreed, unless such additional the Seller’s prices for all deliveries and services, are in EUR/€. (d) The costs have been negotiated for packaging and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes packing material shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing borne by the Buyer. The packaging and packing material is to be returned to the Seller. The costs of the return transport shall be borne by the Buyer. For deliveries outside of the USA, the price specified on return of any of the Purchase Order includes all charges for packingpackaging is not required. (a) Unless otherwise agreed, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller Buyer shall pay all invoiced amounts due to Seller within 30 days from the date of Seller's invoice. Buyer shall make all payments hereunder by wire transfer in EUR/€. (b) Buyer shall pay interest on all late payments at the lesser of the rate of 3% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery charges of any Goods or performance of any Services and stop Goods in excess transit if Buyer fails to pay any amounts when due hereunder. (c) Buyer shall not withhold payment of that which Xxxxx has agreed in writing any amounts due and payable by reason of any set- off of any claim or dispute with Seller, whether relating to pay. ▪ Seller warrants that the prices will comply with all applicable governmental lawsSeller's breach, rules, regulations and ordersbankruptcy or otherwise.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller In case there is a drastic change in connection with any the price of the goods included in the Purchase Order during the term of this Agreement due to increase of raw materials material costs, exchange rate fluctuations, or subcontractorschange in the productivity, unless such additional costs have been negotiated a party may request an adjustment of price to the counterparty, and agreed to in advance and in writing by Xxxxxthe parties may adjust the price through mutual agreement. ▪  Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, upon mutual agreement with Seller, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪  The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪  Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪  Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The price for Products or Services noted on the Purchase Order must (the “Price”) is not be filled at prices higher than those specified subject to increase, including, but not limited to, increases based upon changes in raw material, component pricing, labor, or overhead costs, unless Xxxxx specifically agrees to such possible increases in writing and notes the agreement on the Purchase Order. The Price includes storage, handling, packaging, freight, and other expenses of Seller, unless otherwise noted on the Purchase Order. The Price includes all applicable federal, state, provincial and local taxes, including sales, value- added or similar taxes and tariffs, and Seller will pay taxes and tariffs. Changes in taxes and tariffs are risks assumed by Seller. If the Purchase Contract pertains to Products or Services identified by Buyer as industrial processing and potentially exempt from sales, value-added, or similar turnover taxes or charges, the tax identification number and/or other exemption information will be stated in the Purchase Order or otherwise provided by Buyer. Seller warrants the Price is at least as low as the price charged by Seller to buyers of a class similar to Buyer and for Products and Services of like grade and quality to those specified in the Purchase Order. Seller warrants that the Price is competitive with the prices for similar Products and Services available to Buyer from other sellers. Buyer may, without notice to Seller, market test the Price. If Buyer determines that the Price is not competitive, Buyer will give Seller notice and a reasonable opportunity to reduce the Price to equal the lowest price identified in Buyer’s market test, but if no agreement on Price is reached, Buyer may terminate the Purchase Order for cause pursuant to Section 13 and source the supply of such Products or Services from another supplier. Seller will fully cooperate with Buyer and its designees in connection with any such sourcing to another supplier. If the Price for Products includes an amortized payment or reimbursement to Seller for expenses, including tooling, equipment and/or research and development expenses (the “Amortization Amount”), upon Seller’s receipt of full repayment or reimbursement of the Amortization Amount, the Price for subsequent Products will be decreased by an amount equal to the per- Product portion of the Amortization Amount. In the case of Products that are components or materials, Seller warrants the Price to be the same for pre-production components and materials as for production components and materials, unless otherwise agreed to in writing by the Buyer. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances)Seller. If Seller quotes a lower price to anyone Buyer includes continuous cost improvement requirements in its request for quote, letter of nomination or accepts payment statement of a lower price from anyone during the life of this contractwork, Seller will quote the same lower price (after consideration of all discounts, rebates represents and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices it will comply with all applicable governmental laws, rules, regulations and orderssuch requirements.

Price. The Purchase Order Reseller acknowledges that the terms and conditions, including the default retail prices, wholesale costs, price ceilings and transaction fees are subject to change by Apptix from time to time. Changes may be posted by Apptix to the Control Panel or the Apptix Website. Reseller will earn a commission ("Commission") for Services sold by Reseller to its End Users through Resellers Storefront, equal to the amount of revenue actually received by Apptix from such End Users, less the wholesale cost to the Reseller (the "Reseller Cost") of such Service. Apptix reserves the right, in its sole discretion, to modify the Reseller Cost of any of the Service, provided Reseller is given at least ten (10) days Notice of any such changes. ("Notice" is deemed given when delivered in the manner set forth in Section 15 below). Reseller may set the retail prices for Subscriptions offered by Reseller ("Retail Prices"); provided, however, the Retail Prices may not exceed 400% of the Reseller Cost for such Service, nor may the Retail Prices be set lower than the Reseller Cost. Violation of this pricing policy will be deemed a material breach of this Agreement and may result in its termination and/or a charge to the payment method used by Reseller to pay the annual licensing fee or a substitute method provided by Reseller (the "Payment Method") for any Subscriptions sold below Reseller Cost. Retail Resellers will set its Retail Prices in the Control Panel, and by so doing, authorizes Apptix to charge End Users the Retail Prices set by Reseller. Wholesale Resellers will be responsible for billing customers directly without any involvement or compensation by Apptix. Any errors in the Retail Prices set by Reseller are the sole responsibility of the Reseller, and Apptix may process End User sales at such prices. Reseller will pay a non-refundable, annual licensing fee, due on the Effective Date and on each anniversary thereof ("Annual Payment Date") until this Agreement is terminated in the manner set forth herein. Provided, however, that if Reseller delivers Notice of termination to Apptix less than 30 days prior to the Annual Payment Date, Reseller must pay the annual licensing fee for the next period. In addition to the Reseller Cost, Apptix may charge Reseller certain transaction and processing fees it incurs. If any act or omission of Reseller requires Apptix to perform tasks outside the scope of the Reseller Services, including but not limited to, End User customer service issues that, in Apptix's determination, cannot be filled reasonably resolved by standard support mechanisms, or disputes reasonably likely to require legal services Reseller agrees to pay Apptix an administrative fee for such additional services at prices higher than those specified on the Purchase Orderthen current rate for support (collectively "Administrative Charges"). Such Administrative Charges will be charged to Reseller's Payment Method, unless otherwise agreed deducted from payments due to in writing Reseller, or any other method as determined by the Buyer. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs Apptix to recover charges incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersReseller.

Price. The Purchase Order must purchase price of the property is $XXX,000.00 Payable as follows: A. Cash Payment at closing (Cash, Certified, or Cashiers Check) subject to adjustments and prorations. B. Buyer shall qualify for a new loan described below in the amount of C. CERTAIN COSTS paid by BUYERS = (B) or SELLERS = (S) as outlined below: Total Prepaid Items and Closing Costs to be paid by Seller at closing not to exceed $X,000.00. D. NEW LOAN: Buyer provides financing. Seller will not hold a mortgage. E. TAXES: Taxes for the current year to be prorated by the Seller to provide proof of Homestead Exemption filed, or pay excess taxes for current year, due to Homestead Exemption not being filed. X. XXXXXXX MONEY: Buyer herewith tenders a deposit check $X,000.00 as xxxxxxx money which shall apply on purchase price or closing cost if buyer's offer is accepted. The sum has been deposited with the SELLERS and considered acceptance of this contract. If the BUYER's offer is not accepted or if title requirements are not fulfilled, it shall be promptly refunded to the BUYER(s). If, after acceptance of Buyer's offer, buyer fails to fulfill his obligation after seller tenders the DEED, the xxxxxxx money shall be forfeited In the event of purchasers default, the xxxxxxx money will become payable to sellers. Buyer agrees to indemnify and hold Seller harmless of expenses incurred. The retention of deposit money shall not be filled at prices higher than those specified on the Purchase Orderconsidered liquidated damages and does not prevent Seller from asserting other legal rights, unless otherwise agreed to in writing by the Buyer. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life including specific performance of this contract, Seller and actions for damages, which may have been cause by Buyer's breach of contract. If it becomes necessary to xxxxxx the performance of this contract, either party may initiate litigation at which time the losing party agrees to pay reasonable attorney's fees and court costs to the other party. The parties agree Buyer will quote make loan application within 5 days of accepted contract and diligently pursue loan approval within the same lower price (after consideration specified period of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Ordertime. ▪ If Buyer This purchase agreement is quoted a lower price by someone other than Sellercontingent on Buyer's loan approval, and Sellerif loan is rejected, after reasonable notice by Buyer does not wish xxxxxxx money will be refunded to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersbuyers.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. Seller will hold pricing through the production term as agreed in the nomination letter and for the first five years of service. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The Purchase Order All quotations and pricing must be in writing; oral quotations and pricing will not be filled binding upon Seller. Prices are subject to change without notice. Prices charged will be those in effect at prices higher than those specified on the Purchase Ordertime of the acceptance of the order. Acceptance: All orders are subject to Seller’s acceptance in writing. Taxes: The amount of any present or future sales, unless otherwise agreed use, or any similar tax applicable to in writing the products sold under this Agreement, and the amount of any other tax or charge now or hereafter imposed by law, upon, with respect to or measured by the production, sale, shipment, use or price of the products sold hereunder, shall be added to the prices contained herein and paid by Buyer. The price specified Buyer agrees to reimburse the Seller for any taxes it might ultimately be obligated to pay as a result of this sale which normally would have been collected at the time of sale. Payment: Seller’s prices are calculated on a cash-with-order basis. Therefore, all orders are COD unless credit is already established by an acknowledged credit application. Terms on established credit accounts are net on presentation. Payments by credit card will be subject to a 3% fee, payable at the Purchase Order includes all subcontracting costs associated with time of payment of the Purchase Orderapplicable invoice. Seller may defer shipments, alter payment terms, or terminate this Agreement if Buyer breaches any of the terms of this Agreement or fails to pay any invoice within 30 days. Seller may require cash payments, satisfactory security for future deliveries or other adequate assurances of performance if Buyer fails to pay any invoice when due or if Buyer’s financial condition becomes impaired in the opinion of Seller. Buyer will have no responsibility agrees to purchase, accept delivery of and pay for all products ordered and for which Seller has issued a confirmation. Buyer agrees to pay interest at a rate of 1½% (one and one-half percent) per month (18% per annum calculated monthly), on any increased costs unpaid balances past due over 30 days and to reimburse Seller for all costs, charges and expenses (including legal fees and disbursements) incurred by Seller as a result of any default by Buyer in complying with any term or condition of this Agreement or any invoice. Buyer grants to Seller a purchase money security interest in all products sold and in all proceeds thereof to secure payment and performance of all of Buyer's obligations under this Agreement. Buyer hereby authorizes Seller to file a purchase money security interest with the appropriate offices in any jurisdiction in which the product may be shipped to or utilized by Buyer. Buyer waives the rights to receive any financing statement, verification statement or other similar document prepared, filed and/or registered in connection with any raw materials the security interest granted herein. Product Changes: Xxxxx-Xxxxx is constantly working to improve products. Therefore, in order to incorporate new technological advances, we reserve the right to alter chemical nature, specification, design or subcontractorsweight. Xxxxx-Xxxxx shall not be required to modify goods already sold or in service. Freight Policy: Unless otherwise indicated, unless all products shall be shipped F.O.B. Seller’s facility. Unless otherwise provided in this Agreement, “F.O.B.” shall be construed in accordance with the Uniform Commercial Code of the State of North Carolina, as the same may be amended from time to time. The risk of loss of such additional costs have been negotiated and agreed products shall pass to in advance and Buyer upon delivery to the shipper. Unless Seller accepts in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices specific instructions given by Buyer relating to shipment, arrangements shall be at Seller's option. Seller is not obligated to any other customer give notice of shipment dates. In all events Buyer shall reimburse Seller for like goods or services (after consideration of all discounts, rebates extra freight charges and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price incidental costs incurred for products shipped at Buyer’s request by someone means other than Seller's customary shipping methods. The time of delivery is not of the essence, and SellerSeller will not be liable or responsible for any costs, after reasonable notice by Buyer does not wish to meet the lower pricecharges, Buyer may purchase expenses, damages or for any undelivered quantity under the Purchase Order at the lower pricepenalty, thereby canceling the Purchase Order with no further liability to Seller liquidated or otherwise, for such undelivered quantitylate or delayed delivery. ▪ The prices specified on the Purchase Order include all applicable taxesAll shipping dates are approximate and are, including all national and local taxes that Seller is required by law to collect in any case, dependent upon prompt receipt from Buyer and from which Seller cannot obtain an exemptionof all information necessary for the proper execution of Buyer's order. Such taxes shall be separately stated on If there is any delay in the receipt of such information, the date of shipment may, at Seller's invoices option, be extended for a reasonable time, taking into consideration conditions at Seller's manufacturing facility at such time. Where deliveries are to be made in one or more installments, whether of specified amount or not, each installment shall constitute a separate agreement and shall be paid by Buyerfor in accordance with the terms hereof, unless an exemption is available. ▪ Unless otherwise agreed regardless of the claims of Buyer upon this Agreement or any other agreement or relating to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayageproducts subject to this Agreement or any other products, and transportation the failure to deliver any part of the DAP (incoterm). Seller installment shall not relieve Buyer from the obligation to accept and pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations for other deliveries and ordersinstallments under this Agreement.

Price. The Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer1. The price specified on to be paid to Seller by Buyer for the Purchase Order includes all subcontracting costs associated with Daily Quantity hereunder shall be identical to the Purchase Orderprice in effect, from time to time, under the Base Contract and paid to Buyer by WNG pursuant to the Base Contract. In the event of a price adjustment under the Base Contract (including retroactive adjustments arising from the resolution of any dispute between Buyer will have no responsibility and WNG regarding the proper price payable under the Base Contract), the price hereunder shall be adjusted accordingly and additional payments, or refunds, as appropriate, shall be made by the Parties for any increased costs incurred prior deliveries of Gas hereunder in order that the amounts paid by Buyer and received by Seller in connection with any raw materials hereunder equal the amounts paid by WNG and received by Buyer under the Base Contract. 2. The price payable hereunder includes full reimbursement for and Seller shall be and remain liable for and pay or subcontractorscause to be paid (or reimburse Buyer if Buyer shall have paid) all royalties, unless such additional costs have been negotiated taxes and agreed to in advance other costs, impositions, burdens and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods assessments on or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to the Gas sold and delivered hereunder which apply to, accrue or are imposed prior to and at the final delivery point(s). Buyer warrants that all Gas purchased under this Agreement is purchased for resale and that, for so long as and to the extent resales are exempt from sales or like taxes, Buyer shall furnish Seller applicable certificates of exemption to confirm such Gas is exempt from sales or like taxes. Seller shall, and hereby warrants that it will, deliver the Gas sold hereunder free and clear of any quantity undelivered under the Purchase Ordersuch royalties, taxes, costs, impositions, burdens, and assessments against such Gas, Seller or Seller's property. ▪ Seller shall take all actions necessary to enable Seller to remit all taxes, costs, impositions, burdens, and assessments. If Buyer is quoted a lower price by someone other than Sellerever required to remit any such royalties, taxes, costs, impositions, burdens, and Seller, after reasonable notice by assessments and Buyer does is not wish to meet the lower price, Buyer may purchase any undelivered quantity fully compensated for same under the Purchase Order at express terms of the lower priceBase Contract, thereby canceling the Purchase Order with no further liability amount thereof shall be deducted from any sums otherwise due to Seller for such undelivered quantityhereunder or otherwise promptly reimbursed by Seller. ▪ The prices specified on the Purchase Order include all applicable taxesSELLER SHALL INDEMNIFY, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemptionDEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY COSTS, DEMANDS OR LIABILITY FOR ALL SUCH ROYALTIES, TAXES, COSTS, IMPOSITIONS, BURDENS AND ASSESSMENTS; PROVIDED, HOWEVER, THAT SELLER SHALL PROVIDE THE DEFENSE OF ALL CLAIMS COVERED HEREBY NOTWITHSTANDING THAT SUCH CLAIMS MAY ALLEGE THAT BUYER (OR ITS AGENTS) HAS BEEN IN ANY MANNER NEGLIGENT, BUT THIS INDEMNIFICATION SHALL NOT APPLY TO THE EXTENT IT IS DETERMINED BY A FINAL NONAPPEALABLE JUDGMENT THAT BUYER'S NEGLIGENCE CAUSED OR CONTRIBUTED TO THE COSTS, DEMANDS OR LIABILITIES REFERRED TO ABOVE. Such taxes shall be separately stated on Seller's invoices and shall be paid by BuyerBUYER SHALL BE LIABLE FOR AND SHALL PAY, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the BuyerCAUSE TO BE PAID OR REIMBURSE SELLER, the price specified on the Purchase Order includes all charges for packingIF SELLER SHALL HAVE PAID, cartageALL TAXES APPLICABLE TO THE GAS SOLD HEREUNDER AFTER THE SALE AND DELIVERY AND DOWNSTREAM OF THE FINAL DELIVERY POINT(S), storageUNLESS ALLOCATED TO THE SELLER ABOVE OR PURSUANT TO SECTION 3, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersBELOW.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxes, including all national and local taxes such as Value-Added Tax that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the . B. Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). ’s destination Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪  Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪  The prices specified on the this Purchase Order include all applicable taxesfederal, including all national national, state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪  Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪  Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must shall not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will shall have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs shall have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ • Seller warrants that the prices specified in the Purchase Order herein are no less favorable than prices given by Seller to any other customer for like goods or services merchandise (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same such lower price (after consideration of all discounts, rebates and allowances) with is to prevail in respect to any quantity undelivered under the Purchase Orderhereunder. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Xxxxxx does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order hereunder at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ • The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's ’s invoices and shall be paid by Buyer, unless an exemption is available. ▪ • Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ • Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations government law and ordersregulations.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪  Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪  The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪  Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪  Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪  Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪  The prices specified on the this Purchase Order include all applicable taxes, including all national and local taxes such as Value-Added Tax that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the . B. Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). ’s destination Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪  Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. 4.1 Buyer may issue Purchase Orders for the purchase of Products. The Purchase Order must not be filled at prices higher than those Price specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the Purchase Order is firm unless otherwise stated in the Contract. The Purchase Price includes all subcontracting costs associated with the Purchase OrderProducts and/or Services. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, subcontractors unless such additional costs have been negotiated and agreed to in advance and in writing by XxxxxBuyer. ▪ Seller may not refuse to sell Products and/or Services to Buyer to force any modifications to the Purchase Price. 4.2 Seller warrants that the prices specified in the Purchase Order are Price is no less favorable than prices given by Seller to any other customer for like goods Products or services (after consideration of all discounts, rebates rebates, and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this Contract, that lower price will prevail with respect to any quantity undelivered under this Purchase Order. If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ . 4.3 The prices specified on the Purchase Order include Price includes all applicable country, federal, state, local taxes, including all national and local taxes if applicable any value added tax or other tax as per the applicable Laws to Buyer’s POB, that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's separate invoices and shall be paid by Buyer, Buyer unless otherwise established by the applicable Laws or an exemption is available. ▪ Unless otherwise agreed to in writing by , regardless of whether Seller has obtained the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersexemption or not.

Price. The Purchase Order must not be filled at All prices higher than those specified on the Purchase Order, are ExWorks shipping point unless otherwise agreed to in writing by Xxxxx and Seller. Prices and lead times quoted are expressly limited to, and expressly made conditional on, Xxxxx’s acceptance of these Standard Terms and Conditions for Customers. If after prices and lead times have been quoted, Xxxxx advances new terms that differ from those set forth in this Agreement and that cause or may cause increases in costs of labor or materials to Seller, then the prices and lead times quoted are subject to change. Additionally, all prices are based on the quantities quoted and any change in the quantities may also affect the price. PAYMENT TERMS Unless otherwise negotiated between Seller and Buyer, Invoices for Goods and services shall be due and payable net thirty (30) days from shipment. Seller may withhold shipments or information from Buyer until any outstanding balances are paid in full. ACCEPTANCE AND TRANSPORTATION Upon Xxxxx's receipt of shipment, Xxxxx shall immediately inspect the Goods. Unless Buyer provides Seller with written notice describing with particularity the nature of any defects in the Goods or the amount of any shortage claimed within thirty (30) calendar days after receipt of shipment, the Goods shall be deemed accepted by Buyer. The price specified on In the Purchase Order includes all subcontracting costs associated with event that Xxxxx does not specify a method of shipment, Seller may use its own discretion in determining the Purchase Ordermethod of shipment. All transportation expenses are the responsibility of Buyer. Shipping is not included in our product pricing. Incoterm - EXWORKS: Seller makes the product available at dock and Buyer will have no responsibility is responsible for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances)specifying shipping method. If Seller quotes a lower price international shipment, Buyer agrees to anyone supply broker and contact information at time of order or accepts payment of a lower price from anyone during the life of this contractfreight method and account number. If prepaid terms are required, Seller will can provide freight quote the same lower price to Buyer upon request. If special packaging is required (after consideration material, bagging, marking, phytosanitary), Xxxxx agrees to cover additional expense. Purchase orders must reflect all special packing requirements. TITLE AND RISK OF LOSS Title to Goods sold and risk of all discounts, rebates and allowances) with respect loss of such Goods shall pass to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower priceExWorks shipping point. PERFORMANCE, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.WARRANTY & CONSEQUENTIAL DAMAGES

Price. The Purchase Order All quotations and pricing must be in writing; oral quotations and pricing will not be filled binding upon Seller. Prices are subject to change without notice. Prices charged will be those in effect at prices higher than those specified the time of the acceptance of the order. For orders specifying future shipment dates, Seller has the sole discretion to charge the price in effect on the Purchase Orderdate of shipment. Acceptance of Orders: All orders are subject to Seller’s acceptance in writing. Taxes: The amount of any present or future sales, unless otherwise agreed use, or any similar tax applicable to in writing the products sold under this Agreement, and the amount of any other tax or charge now or hereafter imposed by law, upon, with respect to or measured by the production, sale, shipment, use or price of the products sold hereunder, shall be added to the prices contained herein and paid by Buyer. The price specified Buyer agrees to reimburse the Seller for any taxes it might ultimately be obligated to pay as a result of this sale which normally would have been collected at the time of sale. Payment: All invoices shall be paid within 30 days of receipt of invoice. Terms on established credit accounts are net on presentation. Payments by credit card will be subject to a 3% fee, payable at the Purchase Order includes all subcontracting costs associated with time of payment of the Purchase Orderapplicable invoice. Seller may defer shipments, alter payment terms, or terminate this Agreement if Buyer breaches any of the terms of this Agreement or fails to pay any invoice within 30 days. Seller may require cash payments, satisfactory security for future deliveries or other adequate assurances of performance if Buyer fails to pay any invoice when due or if Buyer’s financial condition becomes impaired in the opinion of Seller. Buyer will have no responsibility agrees to purchase, accept delivery of and pay for all products ordered and for which Seller has issued a confirmation. Buyer agrees to pay interest at a rate of 1½% (one and one-half percent) per month (18% per annum calculated monthly), on any increased costs unpaid balances past due over 30 days and to reimburse Seller for all costs, charges and expenses (including legal fees and disbursements) incurred by Seller as a result of any default by Buyer in complying with any term or condition of this Agreement or any invoice. Buyer grants to Seller a purchase money security interest in all products sold and in all proceeds thereof to secure payment and performance of all of Buyer's obligations under this Agreement. Buyer hereby authorizes Seller to file a purchase money security interest with the appropriate offices in any jurisdiction in which the product may be shipped to or utilized by Buyer. Buyer waives the rights to receive any financing statement, verification statement or other similar document prepared, filed and/or registered in connection with any raw materials the security interest granted herein. Product Changes: Seller is constantly working to improve products. Therefore, in order to incorporate new technological advances, Seller reserves the right to alter chemical nature, specification, design or subcontractorsweight. Seller shall not be required to modify goods already sold or in service. Freight Policy: Unless otherwise indicated, unless all products shall be shipped F.O.B. Seller’s facility. Unless otherwise provided in this Agreement, “F.O.B.” shall be construed in accordance with the Uniform Commercial Code of the State of North Carolina, as the same may be amended from time to time. The risk of loss of such additional costs have been negotiated and agreed products shall pass to in advance and Buyer upon delivery to the shipper. Unless Seller accepts in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices specific instructions given by Buyer relating to shipment, arrangements shall be at Seller's option. Seller is not obligated to any other customer give notice of shipment dates. In all events Buyer shall reimburse Seller for like goods or services (after consideration of all discounts, rebates extra freight charges and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price incidental costs incurred for products shipped at Buyer’s request by someone means other than Seller's customary shipping methods. The time of delivery is not of the essence, and SellerSeller will not be liable or responsible for any costs, after reasonable notice by Buyer does not wish to meet the lower pricecharges, Buyer may purchase expenses, damages or for any undelivered quantity under the Purchase Order at the lower pricepenalty, thereby canceling the Purchase Order with no further liability to Seller liquidated or otherwise, for such undelivered quantitylate or delayed delivery. ▪ The prices specified on the Purchase Order include all applicable taxesAll shipping dates are approximate and are, including all national and local taxes that Seller is required by law to collect in any case, dependent upon prompt receipt from Buyer and from which Seller cannot obtain an exemptionof all information necessary for the proper execution of Buyer's order. Such taxes shall be separately stated on If there is any delay in the receipt of such information, the date of shipment may, at Seller's invoices option, be extended for a reasonable time, taking into consideration conditions at Seller's manufacturing facility at such time. Where deliveries are to be made in one or more installments, whether of specified amount or not, each installment shall constitute a separate agreement and shall be paid by Buyerfor in accordance with the terms hereof, unless an exemption is available. ▪ Unless otherwise agreed regardless of the claims of Buyer upon this Agreement or any other agreement or relating to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayageproducts subject to this Agreement or any other products, and transportation the failure to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.deliver any

Price. The Purchase Order must Prices stated on Seller’s Quote are valid for 30 days, except as explicitly otherwise stated therein, and do not be filled at include any sales, use, other taxes or duties, or governmental fees unless specifically stated. Seller reserves the right to modify prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The adjust for any raw material price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Orderfluctuations. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials shall also pay all freight, insurance, and taxes (including but not limited to import or subcontractorsexport duties, unless such additional costs have been negotiated sales, use, value add, and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowancesexcise taxes). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect make a withholding or deduction from payment, Buyer will make payments to Seller net of the required withholding or deduction. Buyer will supply to Seller satisfactory evidence (e.g. official withholding tax receipts) that Xxxxx has accounted to the relevant authority for the sum withheld or deducted. Payment. Invoices are due and from which Seller cannot obtain an exemption. Such taxes shall be separately payable within the time period stated on Seller's ’s invoice to Buyer, or if not stated, within 30 days from the invoice date. Payment must be made in the method and currency identified by Seller. Credit approval may be revoked at any time. Seller may invoice parts of an order separately or together in one invoice. All invoices shall be deemed accurate unless Buyer advises Seller in writing of a material error within 10 days following receipt. If Buyer advises Seller of a material error, any amounts corrected by Seller in writing shall be paid within 14 days of correction and all other amounts shall be paid by Buyer by the due date. If Buyer withholds payment upon an assertion that an invoiced amount is erroneous, and Xxxxxx concludes that such amount is accurate, Buyer shall pay interest as described below from the due date for such amounts until Seller’s receipt of those amounts. Buyer may not offset, defer or deduct any invoiced amounts that Seller determines are not erroneous following the notification process set forth above. Seller may charge a late penalty of 1.5% per month on undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. Late penalties will be recalculated every 30 days based on current outstanding balance. Seller, without waiving any other rights or remedies and without liability to Buyer, unless an exemption is available. ▪ Unless otherwise agreed to may refuse additional orders for Products until all overdue amounts are paid in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)full. Seller shall pay be entitled to all delivery charges in excess reasonable legal and attorney fees and associated costs of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orderscollecting overdue amounts.

Price. The Buyer shall purchase the Products/Services from SemiDice at the prices quoted by SemiDice. If Buyer has issued a Purchase Order must not be filled independently of a SemiDice quote, then Buyer shall purchase the Products/Services at the prices higher than those specified on set forth in SemiDice’ published price list in force as of the date of Buyer’s Purchase Order, unless otherwise agreed subject to in writing by the Buyer. The price specified on SemiDice’ confirmation of such prices and acceptance of the Purchase Order includes all subcontracting costs associated with via a Sales Confirmation. All prices quoted are subject to change, without notice, at any time prior to the Purchase OrderSales Confirmation. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any In the event that (i) the cost of raw materials and/or components increases due to unanticipated circumstances or subcontractorsotherwise, unless and/or (ii) a vendor raises its prices or imposes a surcharge on SemiDice, SemiDice reserves the right to increase prices and/or surcharge Buyer, and Buyer agrees to accept such additional costs have been negotiated price increase or surcharge until the term of such price increase or surcharge ends or until the termination of the Agreement. Such prices and agreed surcharges may be adjusted by SemiDice to reflect a change in advance underlying costs. Any licenses or clearances required at the port of entry and in writing destination for the Products shall be obtained and paid for by XxxxxBuyer. ▪ Seller warrants that the prices specified in the Purchase Order All Products/Services pricing is based on EXW Shipping Point and are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration exclusive of all discountsshipping costs, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment costs of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Sellerinsurance, and Sellerany applicable federal, after reasonable notice by Buyer does not wish to meet the lower pricestate, Buyer may purchase any undelivered quantity under the Purchase Order at the lower priceand local duties, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified taxes, or other charges imposed on the Purchase Order include manufacture, sale, delivery, shipment, or use of any of the Products/Services (including, without limitation, sales, use, excise, shipment, property, and value added taxes), all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from of which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer; provided, unless an exemption is availablehowever, that Buyer shall not be responsible for any taxes imposed on, or with respect to, SemiDice’ income, revenues, gross receipts, personnel, or real or personal property or other assets. ▪ Unless otherwise agreed Any duty, tax, or other charge that SemiDice may be required to collect or pay in writing connection with the Agreement shall either be paid by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, Buyer or Buyer shall provide to SemiDice appropriate resale certificate numbers and transportation other documentation satisfactory to the DAP (incoterm). Seller shall pay all delivery charges in excess applicable taxing authority to substantiate any claim of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersexemption from any such tax or charge.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller In case there is a drastic change in connection with any the price of the goods included in the Purchase Order during the term of this Agreement due to increase of raw materials material costs, exchange rate fluctuations, or subcontractorschange in the productivity, unless such additional costs have been negotiated a party may request an adjustment of price to the counterparty, and agreed to in advance and in writing by Xxxxxthe parties may adjust the price through mutual agreement. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, upon mutual agreement with Seller, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The Purchase Order must not be filled at prices higher than those specified Supplier shall sell to Company the Goods or Services shown on the Purchase Order, unless otherwise agreed to face of this Order at the prices specified. Pricing for the term of this Agreement shall not exceed the prices listed in writing by the Buyer. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase this Order. Buyer will have no responsibility Supplier warrants and represents that its prices and other terms are not in excess of the lowest prices and terms with other similarly situated customers for any increased costs incurred similar quantities of Goods or Services of like kind and quality. Company may request a reduction of prices for Material under this Agreement by Seller in connection with any raw materials giving written or subcontractors, unless such additional costs have been negotiated and agreed verbal notice to in advance and in writing by XxxxxSupplier. ▪ Seller warrants that TAXES – Company shall reimburse Supplier only for the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) following tax payments with respect to any quantity undelivered under the Purchase Orderthis Order unless Company advises Supplier that an exemption applies: state and local sales and use taxes, as applicable. ▪ If Buyer Company is quoted a lower price by someone responsible for no other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local without limitation but not limited to, taxes that Seller is required on Supplier’s income, assets, or business. Taxes payable by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes Company shall be separately stated billed as separate items on SellerSupplier's invoices and shall not be included in Supplier's prices. Company reserves the right to contest any tax charge listed on Supplier’s invoices. Company shall have the right to have Supplier contest any such taxes that Company deems improperly levied at Company's expense and subject to Company's direction and control. PAYMENT TERMS –Supplier shall invoice Company upon shipment of Goods or in the calendar month following the provision of Goods or Services. Invoices shall be paid by BuyerCompany within sixty (60) days of the date the invoice is received. Payment shall not constitute either an acceptance of the Goods or Services, unless an exemption is availableor any waiver of impairment of any of Company’s rights under this Agreement at Law or Equity or otherwise. ▪ Company may deduct any monies owed to Company by Supplier for this Order, any other Order, or any other transaction between Company and Supplier. DELIVERY – Upon receipt of this Order, Supplier, acknowledging that TIME IS OF THE ESSENCE, shall deliver all goods or services within the respective interval(s) shown on the face hereof. Unless otherwise agreed specified in this Order, shipments of Goods shall be F.O.B. to Company facility. Supplier bears all costs of packaging, loading, shipment and all risk of loss until delivery is made in accordance with this Order. In the event Supplier shall fail to deliver goods or services within the interval(s) provided on the face hereof, then in addition to all other rights and remedies at law or equity or otherwise available to Company and without any liability or obligation of Company, Company shall have the right to cancel this Order, buy the goods and services elsewhere and hold Supplier responsible for the cost of cover, or establish a new delivery date for Supplier. Cancellations pursuant to this paragraph shall be at no charge to Company. Supplier shall be responsible for the cost of any required expedited airfreight related to late or rescheduled delivery due to Supplier’s action. NOTICE OF DELAYS - Whenever Supplier has knowledge of an actual or potential delay to the timely performance of this Order, Supplier shall immediately notify Company in writing by the Buyer, the price specified on the Purchase Order includes of all charges relevant information with respect to such delay. Such notice is for packing, cartage, storage, drayage, informational purposes only and transportation shall not relieve Supplier of Supplier’s obligations to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with Company’s requirements under this Order. Company may delay delivery and/or acceptance occasioned by causes beyond its control. SHIPPING – Supplier shall: (1) ship all applicable governmental laws, rules, regulations and orders.Goods F.O.B. to Company designated destination unless otherwise specified in this Order; (2) ship the Material covered by this Order complete unless instructed otherwise in writing; (3) ship according to routing instructions given by Company;

Price. The Purchase Order must not be filled at prices higher than those specified Payment is due in the currency shown on Seller’s invoice within thirty (30) days from the Purchase Orderinvoice date, unless otherwise agreed to in writing by the Buyer. The price specified indicated on the Purchase Order includes all subcontracting costs associated with face of Seller’s order acknowledgment or invoice. Prices stated are subject to change, without notice, in the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller event of (i) alterations in connection with any specifications, quantities, designs or delivery schedules, (ii) increases in the cost of labor, raw materials or subcontractorsauxiliary materials, (iii) foreign or domestic legislation enacted by any level of government, including tax legislation, which increases the cost of producing, warehousing or selling the Goods purchased hereunder, and/or (iv) changes in currency exchange rates. Any such change shall be charged to Buyer’s account. No discount will be allowed unless such additional costs have been negotiated specifically set forth on the face side of Seller’s order acknowledgment or invoice. Written quotations automatically expire thirty (30) days after the date the quotation is issued and agreed are subject to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given termination by Seller upon notice to Buyer within such thirty (30) day period. Buyer agrees to pay a delinquency charge of one and one half percent (1.50%) per month on the invoiced amounts not paid within thirty (30) days of the invoice date or, if such rate shall exceed the maximum rate permitted by applicable law, then a delinquency charge calculated at such maximum rate permitted by applicable law. Interest shall be payable monthly in arrears on the first day of each month. Terms of payment include those appearing on Seller’s order acknowledgment or invoice. In the event of any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contractorder cancellation, Seller will quote reserves the same lower price (after consideration of all discounts, rebates and allowances) with respect right to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Sellercharge Buyer, and Buyer shall pay, all of Seller, after reasonable notice by Buyer does not wish to meet ’s costs through the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxesdate of cancellation, including costs of currency commitments or restocking fees. All outstanding payments shall immediately become due and owing should Buyer fail to make any payment when due or should a receiver be appointed for all national or any substantial part of Buyer’s property or assets, or should a petition in bankruptcy, arrangement or reorganization be filed by or against Buyer pursuant to a provision of any bankruptcy act or any amendments thereto or any insolvency or receivership statute. Seller reserves the right to increase the sale price and/or amend these Terms and local taxes Conditions at any time prior to the expected or requested shipment date, provided that Seller written notice of such change or price increase is required by law sent to collect from Buyer and from which Seller cannot obtain an exemptionat least ten (10) days prior to shipment. Such taxes Buyer shall be separately stated on Seller's invoices and shall be paid by Buyerdeemed to have accepted such change or increase unless Buyer cancels the order, unless an exemption is available. ▪ Unless otherwise agreed subject to in writing by the Buyer, the price specified on the Purchase Order includes all reasonable charges for packingexpenses incurred (including restocking fees) and work executed by Seller or its suppliers, cartage, storage, drayage, and transportation at least five (5) working days prior to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersexpected or requested shipment date.