Common use of Prices and Payment Clause in Contracts

Prices and Payment. 5.1. Customer shall pay Optum for the use of the Software and for the Services in the amounts set forth on each Schedule. Customer shall pay all applicable sales, use, and any other taxes (other than Optum's income taxes), however designated, which are collected or levied on account of this Agreement, unless Customer is exempt from such taxes and provides Optum with appropriate documentation of the exemption. Where value added tax is chargeable, Optum shall add the amount of tax to the invoice issued to the Customer and the Customer shall pay such tax amounts against the issuing of a VAT receipt. 5.2. Customer shall pay Optum for any additional billable services, which Customer requests and Optum performs and which are not specified in any Schedules, at Optum's then-current time and materials rates. In the event Optum provides such additional billable services, Customer will reimburse Optum for all reasonable out of pocket expenses incurred in performing such additional billable services, with prior authorization from Customer, including transportation, hotel accommodations, meals, telephone calls, and overnight couriers. Optum will provide copies of receipts for any expenses over £25 at Customer’s request. Expenses reimbursed under this Clause are not refundable by Optum to Customer for any reason. All invoices will be stated in and all payments made in UK pounds sterling. 5.3. Customer agrees to pay all fees and expenses invoiced by Optum within thirty (30) days after the date of each invoice. Undisputed payments not received by the due date shall bear interest at a rate equal to the lesser of one and one-half percent (1½ %) per month, or the maximum rate allowed by law. Upon reasonable notice to Customer, Optum shall have the right to inspect and audit Customer’s records relating to this Agreement, to confirm the calculation of fees due under this Agreement and Customer’s compliance with this Agreement. Optum agrees to hold such records in confidence. Such audits shall occur no more often than once per year, and shall be conducted with the least interruption to Customer’s normal business operations as feasible.

Prices and Payment. 5.1A. Prices contained in Supplier's published price lists, if any, are subject to change without notice. Prices contained in individual written quotations or proposals are firm only for a period of 30 days from the date of the quotation. Beyond the 30-day period the prices are subject to change, and Customer should inquire of Supplier as to their validity and request a written confirmation or revision. Prices do not include taxes and Customer shall pay Optum for all applicable sales or other taxes levied with respect to Supplies (and replacements) and the use of Contract, unless exempt therefrom. All prices are in United States dollars and must be paid in U.S. dollars at the Software and for the Services location specified in the amounts set forth on each ScheduleSupplier's invoice. Customer shall pay all applicable sales, use, and any other taxes (other than Optum's income taxes), however designated, which are collected or government fees levied on account of this Agreement, unless Customer is exempt from such taxes the installation and provides Optum with appropriate documentation inspection of the exemption. Where value added tax is chargeable, Optum shall add the amount of tax to the invoice issued to the Customer and the Customer shall pay such tax amounts against the issuing of a VAT receipt. 5.2Supplies. Customer shall pay Optum upon receipt all invoices rendered by Supplier for any additional billable servicessuch items Supplier may pay. B. The Contract is for a shipment contract and the Supplies shall be delivered F.O.B. Supplier's dock. C. Supplier may unilaterally increase prices to cover increased costs (plus reasonable overhead and profit) of design, which materials, manufacturing, and other performance by Supplier, required by changes requested by Customer requests and Optum performs and which to the Supplies, schedule, or any other performance by Supplier after the date of any quotation. Supplier is not obligated to perform any such changes, but Customer shall pay Supplier for such changes if Supplier complies with such requested changes. D. Except as otherwise provided in the Contract, Supplier shall not be responsible for any freight, transportation, insurance, shipping, storage, handling, demurrage or similar charges arising out of the performance of the Contract. If such charges are not specified specifically included in the price, any Schedulesincrease in rates for such services becoming effective after the date the price is quoted to Customer shall be added to the price. E. If, at Optumany time, reasonable grounds for insecurity arise with respect to Customer's then-current performance of its payment or other obligations hereunder, Supplier may demand immediate payment in full or a documentary letter of credit approved by a U.S. bank acceptable to Supplier or other financial security for such payment or other obligations. In addition, all amounts owed by Customer to Supplier shall be accelerated and payable immediately if Customer fails to make any payment on time and materials rates. In as otherwise required or if Customer sells or transfers the event Optum provides such additional billable servicesline of business for which the Supplies are purchased or is a participant in a merger. F. All export and import permits and licenses and the payment of all export and import duties and customs fees shall be the responsibility of Supplier, Customer will reimburse Optum for all reasonable out of pocket expenses incurred in performing such additional billable services, with prior authorization from Customer, including transportation, hotel accommodations, meals, telephone calls, and overnight couriers. Optum will provide copies of receipts for any expenses over £25 at Customer’s request. Expenses reimbursed under this Clause are not refundable if Supplier is obligated by Optum the Contract to Customer for any reasondeliver the Supplies within the United States. All invoices will export and import duties, fees, permits, licenses, etc. for Supplies to be stated in and all payments made in UK pounds sterlingdelivered outside of the United States shall be the responsibility of Customer. 5.3G. Invoices may be rendered separately for each shipment (including any early shipment) made by Supplier. Customer agrees to shall pay all fees and expenses invoiced by Optum within thirty (30) invoices net 30 days after the date of shipment. Supplier may change any payment term to Customer on seven days written notice. H. Supplier may elect to deliver the Supplies in installments. Each installment of Supplies to be delivered is to be considered as a separate sale and Customer shall pay timely the price for each invoiceinstallment which is delivered. Undisputed payments Any Supplies indicated as back-ordered now or in the future shall be considered an installment delivery. A failure to pay for an installment within the time for payment is a material anticipatory breach of other installments by Customer. I. All amounts not received by the paid to Supplier when due date shall bear interest at incur a rate equal carrying charge of 1.5% per month to the lesser of one extent allowed by law and one-half percent (1½ %) per month, or otherwise at the maximum highest written contract rate allowed by law. Upon reasonable notice . J. All amounts due on installation or other event which requires the action or cooperation of Customer which Customer fails to Customersupply timely shall become due upon such failure. K. If the Contract permits or requires the use of a letter of credit, Optum shall have the right letter of credit must be a documentary letter of credit assignable, irrevocable, confirmed by a United States bank in Michigan acceptable to inspect and audit Customer’s records relating to this AgreementSupplier, to confirm the calculation of fees due under this Agreement and Customer’s compliance with this Agreement. Optum agrees to hold such records payable in confidence. Such audits shall occur no more often than once per yearinstallments, and requiring payment to Supplier on submission of Supplier's invoice and a bill of lading. Customer shall be conducted with pay all costs related to the least interruption letter of credit. L. Supplier may offset or recoup any amounts owed by Supplier or an affiliate of Supplier to Customer’s normal business operations as feasibleCustomer or an affiliate of Customer against any amounts owed by Customer or an affiliate of Customer to Supplier or an affiliate of Supplier. Customer waives any right of offset or recoupment and shall pay all amounts owed to Supplier when due regardless of any claim of Customer regarding warranties or other issues. M. Supplier may allocate payments from Customer among outstanding invoices in Supplier's discretion.

Prices and Payment. 5.1. The Price of the Goods and Services shall be the price set out in section 1 of this agreement, or, if no price is quoted, the price set out in Frama’s published price list in force as at the date of delivery. 5.2. Frama may, by giving notice to the Customer before delivery takes place, increase the price of the Goods or Services to reflect any cost that is due to: (a) any factor beyond Frama’s contract (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Customer to change the delivery dates, quantities or types of Goods and Services ordered, or (c) any delay caused by any instructions of the Customer or failure of the Customer to give Frama adequate or accurate information or instructions. 5.3. The price of the Goods and Services excludes: (a) amounts in respect of value added tax (VAT), which the Customer shall be additional liable to pay to Frama at the prevailing rate; and (b) the costs and charges of packaging, insurance and trans- port of the Machine or Goods, which shall be invoiced to the Customer. 5.4. Frama shall invoice the Customer on or at any time after completion of delivery. 5.5. The Customer shall pay Optum for the use invoice in full and in cleared funds within 30 days of receipt of the Software invoice. 5.6. Interest on overdue invoices shall accrue from the date at which payment becomes due from day to day until the date of payment at a rate of 4% above Barclays Bank PLC’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment. The Customer shall indemnify Frama for the Services all costs and expenses (including legal costs on an indemnity basis) incurred in the amounts set forth on each Schedulecollection of any of the due payments from the Customer. 5.7. The Customer shall pay all applicable salesamounts due under the Con- tract in full without any set-off, usecounterclaim, and deduction or withholding (except for any deduction or withholding required by law). Frama may at any time, without limiting any other taxes (other than Optum's income taxes)rights or remedies it may have, however designated, which are collected or levied on account of this Agreement, unless set off any amount owing to it by the Customer is exempt from such taxes and provides Optum with appropriate documentation of the exemption. Where value added tax is chargeable, Optum shall add the against any amount of tax payable by Frama to the invoice issued to the Customer and the Customer shall pay such tax amounts against the issuing of a VAT receiptCustomer. 5.25.8. Customer shall pay Optum for any additional billable services, which Customer If the customer requests and Optum performs and which are not specified an unscheduled postage payment (i.e a postage payment request outside the agreement in any Schedules, at Optum's then-current time and materials rates. In the event Optum provides such additional billable services, Customer will reimburse Optum for all reasonable out of pocket expenses incurred in performing such additional billable services, with prior authorization from Customer, including transportation, hotel accommodations, meals, telephone calls, and overnight couriers. Optum will provide copies of receipts for any expenses over £25 at Customer’s request. Expenses reimbursed under this Clause are not refundable by Optum to Customer for any reason. All invoices section 2) an admin fee will be stated in and all payments made in UK pounds sterlingcharged at the current published rate. 5.3. Customer agrees to pay all fees and expenses invoiced by Optum within thirty (30) days after the date of each invoice. Undisputed payments not received by the due date shall bear interest at a rate equal to the lesser of one and one-half percent (1½ %) per month, or the maximum rate allowed by law. Upon reasonable notice to Customer, Optum shall have the right to inspect and audit Customer’s records relating to this Agreement, to confirm the calculation of fees due under this Agreement and Customer’s compliance with this Agreement. Optum agrees to hold such records in confidence. Such audits shall occur no more often than once per year, and shall be conducted with the least interruption to Customer’s normal business operations as feasible.

Prices and Payment. 5.19.1. The price payable and date of payment shall be the price and date of payment quoted in the Order Acknowledgement. Prices are exclusive of VAT, are on the basis of Ex Works (Incoterms 2010) and exclude any specialist packaging required for the Goods, carriage, insurance and delivery charges. VAT will be charged in addition at the rate current at the date of delivery, where applicable. UPS Power Services Ltd reserves the right, by giving written notice to the Customer, to adjust the price to reflect any variations in exchange rates between the date of Order Acknowledgement and the delivery date (if applicable), as well as to reflect any changes agreed with the Customer regarding the nature or quantity of the Goods or Services or the delivery date of the same. 9.2. The Customer shall make payment of all amounts invoiced by UPS Power Services Ltd within 30 days of the date of the relevant invoice. Time for payment of the price shall be of the essence of the Contract. No payment shall be deemed to have been received until UPS Power Services Ltd has received cleared funds. 9.3. In respect of Goods, UPS Power Services Ltd shall invoice the Customer on or at any time after completion of delivery. In respect of Services, UPS Power Services Ltd shall invoice the Customer in advance unless otherwise agreed in writing. 9.4. The Customer shall pay Optum for any bank charges or other costs incurred in relation to the use transfer of any amounts due to UPS Power Services Ltd. Any delay caused in relation to such charges shall not excuse the Software and for Customer’s failure to meet its payment obligations pursuant to clause 9.2. 9.5. If the Services in Customer fails to make payment on the amounts set forth on each Schedule. Customer shall pay all applicable sales, use, and due date then without prejudice to any other taxes (other than Optum's income taxes)rights or remedy available to UPS Power Services Ltd, however designatedUPS Power Services Ltd shall be entitled to charge interest on the sum outstanding at the rate of 4% above the base lending rate from time to time of Barclays Bank Plc, which are collected accruing on a daily basis until payment is made, whether before or levied on account of this Agreementafter judgment. 9.6. The Customer undertakes to pay UPS Power Services Ltd in full, unless without deduction, set-off, counterclaim, discount, abatement or otherwise, notwithstanding any right or interest howsoever arising that the Customer is exempt from such taxes and provides Optum with appropriate documentation of the exemption. Where value added tax is chargeable, Optum shall add the amount of tax may have pursuant to the invoice issued same Contract or any other agreement, whether current or to the Customer and the Customer shall pay such tax amounts against the issuing of a VAT receiptbe entered into. 5.2. Customer shall pay Optum for any additional billable services, which Customer requests and Optum performs and which are not specified in any Schedules, at Optum's then-current time and materials rates9.7. In the event Optum provides such additional billable services, Customer will reimburse Optum for all reasonable out case of pocket expenses incurred in performing such additional billable services, with prior authorization from late payment by the Customer, including transportation, hotel accommodations, meals, telephone callsUPS Power Services Ltd shall be entitled to postpone delivery of all orders under the same Contract and/or other Contracts, and overnight couriers. Optum will provide copies of receipts for any expenses over £25 at Customer’s request. Expenses reimbursed under this Clause are not refundable by Optum to Customer for any reasoncancel the Contract and/or other Contracts. 9.8. All invoices will be stated in and all payments made in UK pounds sterlingpayable to UPS Power Services Ltd under the Contract shall become due immediately on termination of the Contract notwithstanding any other provision. 5.3. Customer agrees to pay all fees and expenses invoiced by Optum within thirty (30) days after the date of each invoice. Undisputed payments not received by the due date shall bear interest at a rate equal to the lesser of one and one-half percent (1½ %) per month, or the maximum rate allowed by law. Upon reasonable notice to Customer, Optum shall have the right to inspect and audit Customer’s records relating to this Agreement, to confirm the calculation of fees due under this Agreement and Customer’s compliance with this Agreement. Optum agrees to hold such records in confidence. Such audits shall occur no more often than once per year, and shall be conducted with the least interruption to Customer’s normal business operations as feasible.

Prices and Payment. 5.1. 5.1 The prices of the Goods shall be as featured in the Customer’s bespoke price list as provided to the Customer by the Company in any format from time to time. 5.2 The Company may, by giving notice to the Customer at any time before deliv- ery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: 5.2.1 any factor beyond the Company’s control (including foreign exchange fluctu- ations, increases in taxes and duties, brand owner increases, movement of the Retail Prices Index and increases in labour, materials and other manufacturing costs); 5.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; 5.2.3 any delay caused by any instructions of the Customer or failure of the Custom- er to give the Company adequate or accurate information or instructions. 5.3 Where the Company elects to deliver the Goods via a third party courier in accordance with Condition 4.2, the Customer shall pay Optum be responsible for such third party courier delivery costs including any packaging, insurance and transport costs. The Company may charge a delivery fee where an Order does not exceed the use of minimum value threshold, as determined by the Software and for Company from time to time. 5.4 In addition to all amounts payable under the Services in Agreement, the amounts set forth on each Schedule. Customer shall pay all applicable salestaxes including value added tax. 5.5 Commodities may be available in single bottles, useexcept where stated other- wise in the Company’s price list, but these may be subject to a surcharge. 5.6 Container sizes quoted in the Company’s price list and on any other documen- tation are trade descriptions only and are not intended as a guarantee of the actual 5.7 The Company may invoice the Customer for the Goods on or at any time after the completion of delivery. Payment for the Goods shall be made in accordance with the written correspondence between the parties (including any approved credit facili- ties) and in absence of such correspondence, payment for the Goods shall be made by the Customer by cash (or by cheque if the prior agreement of the Company has been obtained) on delivery and prior to the unloading of the Goods (unless otherwise agreed by the parties in writing from time to time). If the Customer disputes any invoice issued by the Company it shall notify the Company in writing within 14 days of the date of the invoice, specifying the reasons for disputing the invoice. 5.8 The Customer shall not deduct from the price of the Goods (and related costs charged by the Company) any other monies due or claimed to be due to the Customer from the Company in respect of the Agreement or any other contract. 5.9 Deposit charges on containers must be paid for at the time of delivery and will be credited in full when the containers are returned to the Company in good condition. 5.10 If the Customer fails to make payment in accordance with the Conditions the Company shall be entitled without further notice to: 5.10.1 terminate this Agreement immediately upon written notice and any other taxes (contract with the Customer or suspend all further deliveries of Goods; 5.10.2 charge the Customer interest in accordance with the ‘Late Payment of Commercial Debt Interest act 1998’ from the date payment was due until the date on which payment is made; 5.10.3 request all other than Optum's income taxes)sums due from the Customer to be paid immediately; 5.10.4 charge the Customer for any third party charges incurred by the Company in connection with any failure to make payment, however designated, which are collected including but not limited to legal costs and bank charges for rejecting or levied on account of this Agreement, unless Customer is exempt from such taxes and provides Optum with appropriate documentation of presenting cheques; and/or 5.10.5 withdraw the exemption. Where value added tax is chargeable, Optum shall add the amount of tax to the invoice issued credit facility granted to the Customer and the Customer shall pay such tax amounts against the issuing of a VAT receipt. 5.2. Customer shall pay Optum for any additional billable services, which Customer requests and Optum performs and which are not specified in any Schedules, at Optum's then-current time and materials rates. In the event Optum provides such additional billable services, Customer will reimburse Optum for all reasonable out of pocket expenses incurred in performing such additional billable services, with prior authorization from Customer, including transportation, hotel accommodations, meals, telephone calls, and overnight couriers. Optum will provide copies of receipts for any expenses over £25 at Customer’s request. Expenses reimbursed under this Clause are not refundable by Optum to Customer for any reason. All invoices will be stated in and all payments made in UK pounds sterling. 5.3. Customer agrees to pay all fees and expenses invoiced by Optum within thirty (30) days after the date of each invoice. Undisputed payments not received by the due date shall bear interest at a rate equal to the lesser of one and one-half percent Company (1½ %) per month, or the maximum rate allowed by law. Upon reasonable notice to Customer, Optum shall have the right to inspect and audit Customer’s records relating to this Agreement, to confirm the calculation of fees due under this Agreement and Customer’s compliance with this Agreement. Optum agrees to hold such records in confidence. Such audits shall occur no more often than once per year, and shall be conducted with the least interruption to Customer’s normal business operations as feasibleappli- cable).