Common use of Prices and Payments Clause in Contracts

Prices and Payments. Subject to the provisions of the Supply Agreement, all prices are firm and shall not be subject to change. Seller’s price includes all payroll and/or occupational taxes, any value added tax that is not recoverable by Buyer and any other taxes, fees and/or duties applicable to the goods and/or services purchased under this Order; provided, however, that any state and local sales, use, excise and/or privilege taxes, if applicable, will not be included in Seller’s price but will be separately identified on Seller’s invoice. If Seller is obligated by law to charge any value added and/or similar tax to Buyer, Seller shall ensure that if such value-added and/or similar tax is applicable, that it is invoiced to Buyer in accordance with applicable rules so as to allow Buyer to reclaim such value-added and/or similar tax from the appropriate government authority. Neither party is responsible for taxes on the other party’s income or the income of the other party’s personnel or subcontractors. If Buyer is required by government regulation to withhold taxes for which Seller is responsible, Buyer will deduct such withholding tax from payment to Seller and provide to Seller a valid tax receipt in Seller’s name. If Seller is exempt from such withholding taxes as a result of a tax treaty or other regime, Seller shall provide to Buyer a valid tax treaty residency certificate or other tax exemption certificate at a minimum of thirty (30) days prior to payment being due. Payment terms are net due [...***...] from the Payment Start Date. The received date of the goods and/or services in Buyer’s receiving system will occur: a) in the case of goods/materials shipped directly to a customer of Buyer (“Material Shipped Direct” or “MSD”), including balance of plant and goods sent to a non-Buyer/non-customer facility in accordance with this Order to be incorporated into MSD, within 48 hours of Buyer being presented with a valid xxxx of lading confirming that the goods have been shipped from Seller’s facility or in the case of services performed directly for a customer of Buyer, within 48

Prices and Payments. Subject to the provisions of the Supply Agreement, all prices are firm and shall not be subject to change. Seller’s price includes all payroll and/or occupational taxes, any value added tax that is not recoverable by Buyer and any other taxes, fees and/or duties applicable to the goods and/or services purchased under this Order; provided, however, that any state and local sales, use, excise and/or privilege taxes, if applicable, will not be included in Seller’s price but will be separately identified on Seller’s invoice. If Seller is obligated by law to charge any value added and/or similar tax to Buyer, Seller shall ensure that if such value-added and/or similar tax is applicable, that it is invoiced to Buyer in accordance with applicable rules so as to allow Buyer to reclaim such value-added and/or similar tax from the appropriate government authority. Neither party is responsible for taxes on the other party’s income or the income of the other party’s personnel or subcontractors. If Buyer is required by government regulation to withhold taxes for which Seller is responsible, Buyer will deduct such withholding tax from payment to Seller and provide to Seller a valid tax receipt in Seller’s name. If Seller is exempt from such withholding taxes as a result of a tax treaty or other regime, Seller shall provide to Buyer a valid tax treaty residency certificate or other tax exemption certificate at a minimum of thirty (30) days prior to payment being due. Payment terms are net due [...***...] from the Payment Start Date. The received date of the goods and/or services in Buyer’s receiving system will occur: a) in the case of goods/materials shipped directly to a customer of Buyer (“Material Shipped Direct” or “MSD”), including balance of plant and goods sent to a non-Buyer/non-customer facility in accordance with this Order to be incorporated into MSD, within 48 hours of Buyer being presented with a valid xxxx of lading confirming that the goods have been shipped from Seller’s facility or in the case of services performed directly for a customer of Buyer, within 48

Prices and Payments. Seller reserves the right to correct any pricing mistakes that deviate from the pricing set forth in any quote. Subject to Section 7 (Product Changes), each Order will be billed at the provisions quoted price for sixty (60) calendar days from the date of such quote, and thereafter at the Supply Agreementprice in effect at the time of shipment. Seller may charge certain additional non-recurring set-up, all prices are firm routine maintenance and refurbishment charges for tooling, as well as charges for the construction of new tooling. The price quoted by Seller to Buyer is based on the volume levels previously communicated by the Buyer to the Seller; if volume levels decrease, additional tooling set-up charges may apply and shall be paid by Buyer before any subsequent orders are processed by the Seller. Prices also do not be subject to change. Seller’s price includes all payroll and/or occupational include applicable taxes, any value added tax that is including but not recoverable by Buyer and any limited to excise, sales or use taxes. Any taxes (other taxes, fees and/or duties applicable to the goods and/or services purchased under this Order; provided, however, that any state and local sales, use, excise and/or privilege taxes, if applicable, will not be included in Seller’s price but will be separately identified than taxes due on Seller’s invoicenet income) that are payable on transactions hereunder shall be the sole responsibility of Buyer. If Seller reserves the right to invoice Buyer for any such taxes that are or may become payable by Seller. Each Order is obligated subject to increase sufficient to compensate for any tax, excise, duty or levy hereafter enacted and imposed by law any government authority, or for any expenses or charges due to charge any value added and/or similar tax war, hostilities, or other disorders, domestic or foreign, whereby the cost of the production or sale of articles to Buyerwhich such prices apply shall be increased. Prices quoted and orders accepted are also subject to change due to increases in costs of manufacture, Seller shall ensure that if such value-added and/or similar tax is applicableprocessing, that it is invoiced to Buyer in accordance with applicable rules so as to allow Buyer to reclaim such value-added and/or similar tax or wages, resulting from the appropriate government authorityoperations of any Federal, State, or municipal law or regulatory measure hereafter adopted and/or due to increased costs of labor, services or materials. Neither party All quotations are made and each Order is responsible for taxes on the other party’s income or the income accepted subject to approval of the other party’s personnel or subcontractors. If Buyer is required by government regulation to withhold taxes for which Seller is responsible, Buyer will deduct such withholding tax from payment to Seller and provide to Seller a valid tax receipt in Seller’s namecredit department. If Seller is exempt from such withholding taxes as a result of a tax treaty or other regime, Seller shall provide to Buyer a valid tax treaty residency certificate or other tax exemption certificate at a minimum of Credit terms are net thirty (30) calendar days prior from date of invoice and payment shall be made in United States currency, unless Seller shall otherwise agree in writing. All late payments shall be subject to payment being due. Payment terms are net due [...***...] a late charge at a rate of one and one half percent (1 ½%) of such amounts overdue per month or, if less, the maximum rate permitted by applicable law, from the Payment Start Dateoriginal due date until full payment has been made. Buyer hereby grants Seller a purchase money security interest in all Products sold to Seller to secure punctual payment and due performance of all of Buyer’s obligations hereunder. Buyer agrees to execute and hereby authorizes the filing of all financing statements and other documents, and to take all other actions that Seller may reasonably request to perfect, protect, continue or maintain such security interests. Seller at all times reserves the right to evaluate Buyer’s credit standing and, if Buyer fails to qualify for credit under Seller’s criteria, Seller may modify or withdraw credit terms without notice and require guarantees, letters of credit, security or payment in advance for further deliveries of Products or performance hereunder. In the event that Buyer is delinquent in any payment obligation to Seller, Seller may withhold future shipments until all delinquent amounts and late interest, if any, are paid in full and, if such delinquent amounts remain unpaid thirty (30) calendar days after written notice, then: Declare Buyer’s performance in breach and terminate the Order; Repossess Products for which payment has not been made; Withhold performance including, without limitation, future shipments under the Order until all delinquent amounts and late interest, if any, are paid; Deliver future shipments on a cash basis only; Charge inventory carrying charges on Products; Recover all costs of collection including, without limitation, reasonable attorneys’ fees; or At Seller’s option, combine any of the above rights and remedies as may be permitted by applicable law. The received date of the goods and/or services above remedies are in Buyer’s receiving system will occur: a) in the case of goods/materials shipped directly addition to a customer of Buyer (“Material Shipped Direct” or “MSD”), including balance of plant and goods sent to a non-Buyer/non-customer facility in accordance with this Order to be incorporated into MSD, within 48 hours of Buyer being presented with a valid xxxx of lading confirming that the goods have been shipped from Seller’s facility all other remedies available at law or in equity. This Section 4 shall survive the case acceptance and complete performance of services performed directly for a customer of Buyer, within 48all applicable Orders.

Prices and Payments. Subject to the provisions of the Supply Agreement, all All prices are firm and shall not be subject to change. Seller’s 's price includes all payroll and/or occupational taxes, any value added tax that is not recoverable by Buyer and any other taxes, fees and/or duties applicable to the goods and/or services purchased under this Order; provided, however, that any state and local sales, use, excise and/or privilege taxes, if applicable, will not be included in Seller’s 's price but will be separately identified on Seller’s 's invoice. If Seller is obligated by law to charge any value added and/or similar tax to Buyer, Seller shall ensure that if such value-added and/or similar tax is applicable, that it is invoiced to Buyer in accordance with applicable rules so as to allow Buyer to reclaim such value-added and/or similar tax from the appropriate government authority. Neither party is responsible for taxes on the other party’s 's income or the income of the other party’s 's personnel or subcontractors. If Buyer is required by government regulation to withhold taxes for which Seller is responsible, Buyer will deduct such withholding tax from payment to Seller and provide to Seller a valid tax receipt in Seller’s 's name. If Seller is exempt from such withholding taxes as a result of a tax treaty or other regime, Seller shall provide to Buyer a valid tax treaty residency certificate or other tax exemption certificate at a minimum of thirty (30) days prior to payment being due. Payment Unless otherwise stated on the face of this Order, payment terms are net due [...***...] ninety (90) days from the Payment Start Date. The Payment Start Date is the later of the required date identified on the Order, the received date of the goods and/or services in Buyer's receiving system or the date of receipt of valid invoice by Buyer. The received date of the goods and/or services in Buyer’s 's receiving system will occur: a) in the case of goods/materials shipped directly to a customer of Buyer (“"Material Shipped Direct” " or “"MSD”"), including balance of plant and goods sent to a non-Buyer/non-customer facility in accordance with this Order to be incorporated into MSD, within 48 hours of Buyer being presented with a valid xxxx bill of lading confirming that the goods txx xoods have been shipped from Seller’s 's facility or in the case of services performed directly for a customer of Buyer, within 4848 hours of Buyer's receipt of written certification of completion of the services; b) in the case where goods are shipped or services are provided directly to or at a non-Buyer/non-customer facility in accordance with this Order, within 48 hours of Buyer receiving notice from such third party that it has received the goods or services; or c) in the case where the goods are shipped directly to Buyer or services are performed directly for Buyer, within 48 hours of Buyer's receipt of such goods or services. Buyer shall be entitled to take an early payment discount of .0333% of the gross invoice price for each day before 90 days from the Payment Start Date that payment is made. For example, a discount of 2.5% would correspond to payment made 75 days early (i.e., 15 days after the Payment Start Date) and a discount of 0.33% would correspond to payment made 10 days early (i.e., 80 days from the Payment Start Date). Seller's invoice shall in all cases bear Buyer's Order number. Buyer shall be entitled to reject Seller's invoice if it fails to include Buyer's Order number or is otherwise inaccurate, and any resulting delay in payment shall be Seller's responsibility. Seller warrants that it is authorized to receive payment in the currency stated in this Order. No extra charges of any kind will be allowed unless specifically agreed in writing by Buyer. Buyer shall be entitled at any time to set-off any and all amounts owing from Seller to Buyer or a Buyer Affiliate (defined below) on this or any other order. "Affiliate" shall for the purposes of this Order mean, with respect to either party, any entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such party. Seller warrants the pricing for any goods or services shall not exceed the pricing for the same or comparable goods or services offered

Prices and Payments. Seller reserves the right to correct any pricing mistakes that deviate from the pricing set forth in any quote. Subject to the provisions "Product Changes" paragraph below, the Order will be billed at the quoted price for sixty (60) calendar days from the date of such quote, and thereafter at the price in effect at the time of shipment. Certain additional non-recurring set-up, routine maintenance and refurbishment charges for tooling may apply, as well as charges for the construction of new tooling. The quoted price is based on the volume levels previously communicated by the Buyer to the Seller; if volume levels decrease, additional tooling set-up charges may apply before any subsequent orders are processed by the Seller. Prices also do not include applicable taxes, including but not limited to excise, sales or use taxes. Any taxes (other than taxes due on Seller's net income) that are payable on transactions hereunder shall be the responsibility of Buyer. Seller reserves the right to invoice Buyer for any such taxes that are or may become payable by Seller. The Order is subject to increase sufficient to compensate for any tax, excise, duty or levy hereafter enacted and imposed by any government authority, or for any expenses or charges due to war, hostilities, or other disorders, domestic or foreign, whereby the cost of the Supply Agreement, all production or sale of articles to which such prices apply shall be increased Prices quoted and orders accepted are firm and shall not be also subject to change. Seller’s price includes all payroll and/or occupational taxesa change due to increases in costs of manufacture, any value added tax that is not recoverable by Buyer and any other taxesprocessing, fees and/or duties applicable to the goods and/or services purchased under this Order; providedor wages, however, that any state and local sales, use, excise and/or privilege taxes, if applicable, will not be included in Seller’s price but will be separately identified on Seller’s invoice. If Seller is obligated by law to charge any value added and/or similar tax to Buyer, Seller shall ensure that if such value-added and/or similar tax is applicable, that it is invoiced to Buyer in accordance with applicable rules so as to allow Buyer to reclaim such value-added and/or similar tax resulting from the appropriate government authorityoperations of any Federal, State, or municipal law or regulatory measure hereafter adopted and/or due to increased costs of labor, services or materials. Neither party All quotations are made and the Order is responsible for taxes on the other party’s income or the income accepted subject to approval of the other party’s personnel or subcontractorsSeller's credit department. If Buyer is required by government regulation to withhold taxes for which Seller is responsible, Buyer will deduct such withholding tax from payment to Seller and provide to Seller a valid tax receipt in Seller’s name. If Seller is exempt from such withholding taxes as a result of a tax treaty or other regime, Seller shall provide to Buyer a valid tax treaty residency certificate or other tax exemption certificate at a minimum of Credit terms are net thirty (30) calendar days prior from date of invoice and payment shall be made in United States currency, unless Seller shall otherwise agree in writing. Seller at all times reserves the right to evaluate Buyer's credit standing and, if Buyer fails to qualify for credit under Seller's criteria, Seller may modify or withdraw credit terms without notice and require guarantees, security or payment being duein advance for further deliveries of Products or performance hereunder. Payment terms In the event that Buyer is delinquent in its payment obligation to Seller, Seller may upon written notice to Buyer withhold future shipments until all delinquent amounts and late interest, if any, are net paid and, if such delinquent amounts remain unpaid thirty (30) calendar days after such written notice, then: Declare Buyer's performance in breach and terminate the Order; Repossess Products for which payment has not been made; Withhold performance including, without limitation, future shipments under the Order until all Deliver future shipments on a cash basis only; Charge interest on past due [...***...] from amounts at a rate of one an one half percent (1½%) per month or the Payment Start DateCharge inventory carrying charges on Products; Recover all costs of collection including, without limitation, reasonable attorneys' fees; or At Seller's option, combine any of the above rights and remedies as may be permitted by applicable law. The received date above remedies are in addition to all other remedies available at law or in equity. This "Prices and Payments" paragraph shall survive the acceptance and complete performance of the goods and/or services in Buyer’s receiving system will occur: a) in the case of goods/materials shipped directly to a customer of Buyer (“Material Shipped Direct” or “MSD”), including balance of plant and goods sent to a non-Buyer/non-customer facility in accordance with this Order to be incorporated into MSD, within 48 hours of Buyer being presented with a valid xxxx of lading confirming that the goods have been shipped from Seller’s facility or in the case of services performed directly for a customer of Buyer, within 48Order.

Prices and Payments. Subject (a) All pricing shall be set forth in detail in the applicable Purchase Order, and the prices specified in such Purchase Order are firm, and not subject to any additional charges for packing or preparation for shipment or because of increased costs of operation, or because of any taxes or excises levied on processors, manufactures, and wholesalers or otherwise. No Purchase Order shall, without written authorization from Buyer, be filled at higher prices than specified therein. Any price reduction made in the goods described in a Purchase Order prior to the provisions delivery of the Supply Agreement, all prices are firm and such goods shall not be subject applicable to changesuch Purchase Order. Seller’s 's price includes all payroll and/or occupational taxes, any value added tax that is not recoverable by Buyer and any other taxes, fees and/or duties applicable to the goods and/or services purchased under this a Purchase Order; provided, however, that any state and local sales, use, excise and/or privilege taxes, if applicable, will not be included in Seller’s price but will be separately identified on Seller’s invoice. If Seller is obligated by law to charge any value added and/or similar tax to Buyer, Seller shall ensure that if such value-added and/or similar tax is applicable, that it is invoiced to Buyer in accordance with applicable rules so as to allow Buyer to reclaim such value-added and/or similar tax from the appropriate government authority. Neither party is responsible for taxes on the other party’s income or the income of the other party’s personnel or subcontractors. If Buyer is required by government regulation to withhold taxes for which Seller is responsible, Buyer will deduct such withholding tax from payment to Seller and provide to Seller a valid tax receipt in Seller’s name. If Seller is exempt from such withholding taxes as a result of a tax treaty or other regime, Seller shall provide to Buyer a valid tax treaty residency certificate or other tax exemption certificate at a minimum of thirty (30) days prior to payment being due. Payment terms are net due [...***...] from Seller warrants the Payment Start Datepricing for any goods or services shall not exceed the pricing for the same or comparable goods or services offered by Seller to third parties. The received date Seller shall promptly inform Buyer of any lower pricing levels for same or comparable goods or services and the goods and/or services in Buyer’s receiving system will occur: a) in parties shall promptly make the case of goods/materials shipped directly to a customer of Buyer (“Material Shipped Direct” or “MSD”), including balance of plant and goods sent to a non-Buyer/non-customer facility in accordance with this Order to be incorporated into MSD, within 48 hours of Buyer being presented with a valid xxxx of lading confirming that the goods have been shipped from Seller’s facility or in the case of services performed directly for a customer of Buyer, within 48appropriate price adjustment.