Common use of Prices and Payments Clause in Contracts

Prices and Payments. 7.1 The Client shall pay to DSI for the provision of the Services the Charges in the manner and at the times set out in this Clause and in the relevant SOW. 7.2 DSI shall have the right to increase the Charges at each twelve month anniversary of the Commencement Date in accordance with the Index. 7.3 Notwithstanding the provisions of Clause 7.2, if at any time the costs charged to DSI by third party suppliers of materials or services increase, DSI shall also be entitled to increase the Charges to reflect the same giving as much notice to the Client as is reasonably possible. DSI shall provide confirmation of the increase of such costs. Postal charges will be adjusted periodically in accordance with Royal Mail postage rate price increases. Revised unit rates will be communicated to the Client giving as much notice as reasonably possible. 7.4 All sums due to DSI under this Agreement shall be payable by the Client as specified in the relevant SOW. Postal charges shall be invoiced in advance, (or weekly in arrears by special arrangement) by DSI. Production charges shall be invoiced in arrears by DSI. Non-postal Invoices shall be payable within 30 days of date of invoice. Postal invoices shall be paid within 7 days of receipt of invoice. The Client shall notify DSI within 7 days of receipt if it disputes any item on any invoice and until such dispute is resolved, shall not be liable to pay such disputed element of the invoice. The Client shall pay the undisputed balance of such invoice in accordance with its terms. If upon investigation by DSI it transpires that such disputed amount is properly due then DSI shall be entitled to charge interest in accordance with Clause 7.6 on the disputed sum for the period from the original due date until actual receipt of payment. 7.5 All sums due to DSI under this Agreement are exclusive of all taxes and VAT which shall be charged in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by the Client against receipt from DSI of a valid VAT invoice. DSI shall be entitled to recover VAT applicable to the Charges from the Client, including, but not limited to, circumstances where there has been a change in law or regulator practice or a ruling of the relevant authority (including HMRC) which requires DSI to invoice for VAT. DSI shall not be liable for any VAT or tax related advice. 7.6 DSI reserves the right to charge daily interest on all undisputed outstanding amounts until payment is received in full at the rate equal to 4% per annum above the Lloyds Banking Group PLC base rate from time to time whether before or after judgement. Such interest shall be calculated from the original due date and not from the Client’s actual schedule of payment. Interest shall continue to accrue not withstanding expiry or termination for any cause whatsoever of this Agreement.

Prices and Payments. 7.1 14.1 The Client order confirmation specifies the price to be paid by you for building, supplying, and delivering the Products, and any charges for additional services. The price and any charges exclude VAT, any applicable levies and other taxes, which shall pay be paid by you. 14.2 Where agreed between the parties, either in writing signed on behalf of both Parties or by means of standard schemes available to DSI for all Resellers and /or Partners or those Resellers and/or Partners by means of country location and through the provision of the Services the Charges in the manner and Program, you may be entitled to rebates or discounts on Product purchases. Discounts will be applied at the times set out in this Clause and in point of order but rebates will generally be applied by means of credit note issued to you, for adjustment against future orders. Any marketing development funding agreed between the relevant SOW. 7.2 DSI shall have the right Parties to increase the Charges at each twelve month anniversary of the Commencement Date be payable by Dell (either in accordance with a standard scheme available to all Resellers and /or Partners and through the Index. 7.3 Notwithstanding the provisions Program or otherwise) in respect of Clause 7.2Product marketing initiatives, if at any time the costs charged to DSI by third party suppliers of materials or services increase, DSI shall also be entitled to increase the Charges to reflect the same giving as much notice to the Client as is reasonably possible. DSI shall provide confirmation of the increase of such costs. Postal charges will be adjusted periodically payable by Dell only on the basis of a valid invoice issued to Dell in accordance with Royal Mail postage rate price increases. Revised unit rates Section 11.3 and will be communicated to the Client giving as much notice as reasonably possible. 7.4 All sums due to DSI under this Agreement shall not be payable by the Client as specified means of discount or credit note. 14.3 Unless otherwise agreed in the relevant SOW. Postal charges shall writing by Dell and subject to allocated credit based upon our assessment of your corporate strength, payment terms will be invoiced in advance, (or weekly in arrears by special arrangement) by DSI. Production charges shall be invoiced in arrears by DSI. Non-postal Invoices shall be payable within 30 days of from date of invoice. Postal invoices shall be paid within 7 days of receipt of invoice. The Client shall notify DSI within 7 days of receipt if it disputes any item on any invoice and until such dispute is resolved, shall not be liable to pay such disputed element of Late payment interest charges at 4% above the invoice. The Client shall pay the undisputed balance of such invoice in accordance with its terms. If upon investigation by DSI it transpires that such disputed amount is properly due then DSI shall be entitled to charge interest in accordance with Clause 7.6 EURIBOR 3 month rate quoted on the disputed sum for the period from the original due date until actual receipt of payment. 7.5 All sums due invoice will apply to DSI under this Agreement are exclusive of all taxes and VAT which shall be charged in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by the Client against receipt from DSI of a valid VAT invoiceoverdue sums. DSI shall be entitled to recover VAT applicable to the Charges from the Client, including, but not limited to, circumstances where there has been a change in law or regulator practice or a ruling of the relevant authority (including HMRC) which requires DSI to invoice for VAT. DSI shall not be liable for any VAT or tax related advice. 7.6 DSI Dell reserves the right to charge daily interest pass your debts to third parties for collection. Dell reserves the right to withhold delivery of future orders in case of late or non-payment of an invoice. 14.4 You have 14 (fourteen) days from date of invoice to raise any queries or disputes, otherwise the invoice will be deemed accurate and due for payment on all undisputed outstanding amounts the 30th day after the date of invoice. Disputed parts of invoices or entirely disputed invoices will not be due for payment until payment 14 (fourteen) days after the date when the dispute is received resolved. Undisputed parts of invoices must be paid as indicated above. 14.5 You shall not be entitled to make any set-offs, deductions, or deferments to the sums due under an invoice, whether or not in full at respect of any disputes or claims whatsoever (in respect of which section 14.4 will apply). 14.6 We provide Resellers and Partners specific pricing and other assistance and support in the rate equal Standard PP and Partner PP applications on the portal and this pricing and assistance and support is conditional (unless expressly otherwise agreed in writing) on the Products supplied to 4% per annum above the Lloyds Banking Group PLC base rate from time you being onward supplied directly to time whether before a business for their own use rather than being resold again, used by you, being supplied to a private individual for personal use or after judgement. Such interest shall be calculated being supplied to a different end user from the original due date one that you informed us about. Where Resellers or Partners seek to avail of Dell‟s special pricing for particular end user deals, you will ensure that, in each case, the end user is a business customer and has provided you with consent to pass their full company details to Dell for the purposes of the special pricing application evaluation. Company data collected by these means will not from the Client’s actual schedule of payment. Interest shall continue to accrue not withstanding expiry or termination be used by Dell for any cause whatsoever other purposes. 14.7 Deliberately, repeatedly or negligently misrepresenting information in order to gain benefits or access to this specific pricing, assistance and or support may be treated as a material breach of this Agreement. If you mislead us in order to get a lower price than the price to which you are entitled or to get support or assistance to which you are either not entitled or at a price which you are not entitled to obtain that support or assistance, then Dell reserves the right to invoice you for the price discrepancy or the normal cost or price of the provision as Dell reasonably regards as appropriate. Any such invoice will be payable on receipt and, as a valid debt between the partner and Dell, may be subject to late payment interest charges or court collection action.

Prices and Payments. 7.1 The Client shall pay to DSI for the provision of the Services the Charges in the manner and at the times set out in this Clause and in the relevant SOW. 7.2 DSI shall have Seller reserves the right to increase correct any pricing mistakes that deviate from the Charges pricing set forth in any quote. Subject to Section 7 (Product Changes), each Order will be billed at each twelve month anniversary the quoted price for sixty (60) calendar days from the date of such quote, and thereafter at the Commencement Date price in accordance with effect at the Index. 7.3 Notwithstanding time of shipment. Seller may charge certain additional non-recurring set-up, routine maintenance and refurbishment charges for tooling, as well as charges for the provisions construction of Clause 7.2, if at any time new tooling. The price quoted by Seller to Buyer is based on the costs charged to DSI volume levels previously communicated by third party suppliers of materials or services increase, DSI shall also be entitled to increase the Charges to reflect the same giving as much notice Buyer to the Client as is reasonably possible. DSI shall provide confirmation of the increase of such costs. Postal Seller; if volume levels decrease, additional tooling set-up charges will be adjusted periodically in accordance with Royal Mail postage rate price increases. Revised unit rates will be communicated to the Client giving as much notice as reasonably possible. 7.4 All sums due to DSI under this Agreement shall be payable by the Client as specified in the relevant SOW. Postal charges shall be invoiced in advance, (or weekly in arrears by special arrangement) by DSI. Production charges shall be invoiced in arrears by DSI. Non-postal Invoices shall be payable within 30 days of date of invoice. Postal invoices may apply and shall be paid within 7 by Buyer 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 sole responsibility of Buyer. Seller reserves the right to invoice Buyer for any such taxes that are or may become payable by Seller. Each 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 production or sale of articles to which such prices apply shall be increased. Prices quoted and orders accepted are also subject to change due to increases in costs of manufacture, processing, or wages, resulting from the operations of any Federal, State, or municipal law or regulatory measure hereafter adopted and/or due to increased costs of labor, services or materials. All quotations are made and each Order is accepted subject to approval of Seller’s credit department. Credit terms are net thirty (30) calendar days from date of receipt of invoice. The Client shall notify DSI within 7 days of receipt if it disputes any item on any invoice and until such dispute is resolvedpayment shall be made in United States currency, unless Seller shall not otherwise agree in writing. All late payments shall be liable subject to pay such disputed element a late charge at a rate of the invoice. The Client shall pay the undisputed balance one and one half percent (1 ½%) of such invoice in accordance with its terms. If upon investigation amounts overdue per month or, if less, the maximum rate permitted by DSI it transpires that such disputed amount is properly due then DSI shall be entitled to charge interest in accordance with Clause 7.6 on the disputed sum for the period applicable law, from the original due date until actual receipt of payment. 7.5 All sums 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 to DSI under this Agreement are exclusive performance of all taxes of Buyer’s obligations hereunder. Buyer agrees to execute and VAT which shall be charged in accordance with hereby authorizes the relevant regulations in force 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 the time of making the relevant taxable supply and shall be paid by the Client against receipt from DSI of a valid VAT invoice. DSI shall be entitled to recover VAT applicable to the Charges from the Client, including, but not limited to, circumstances where there has been a change in law or regulator practice or a ruling of the relevant authority (including HMRC) which requires DSI to invoice for VAT. DSI shall not be liable for any VAT or tax related advice. 7.6 DSI all times reserves the right to charge daily interest on 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 undisputed outstanding delinquent amounts until payment is received 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 above remedies are in addition to all other remedies available at law or in equity. This Section 4 shall survive the rate equal to 4% per annum above the Lloyds Banking Group PLC base rate from time to time whether before or after judgement. Such interest shall be calculated from the original due date acceptance and not from the Client’s actual schedule complete performance of payment. Interest shall continue to accrue not withstanding expiry or termination for any cause whatsoever of this Agreementall applicable Orders.

Prices and Payments. 7.1 2.1 The Client prices to be paid by DERMA SCIENCES for Products shall pay to DSI for the provision of the Services the Charges in the manner and at the times be those set out in the third schedule ("Schedule 3"), (the "Prices") or such prices as otherwise may be in effect at the time of IT's receipt of DERMA SCIENCES's purchase order. DERMA SCIENCES shall be invoiced for the price of the Products on despatch of the same and terms of payment shall be sixty (60) days from the date of such invoice. 2.2 The Prices shall be fixed for a period of two years until 29 September 1999 and thereafter received and any necessary changes made to them on each successive anniversary of the Effective Date of this Clause Agreement. The price reviews shall be negotiated in good faith and take into account IT's production costs and the market situation in the relevant SOWTerritory. 7.2 DSI 2.3 All invoices sent and payment made shall be in American Dollars. 2.4 DERMA SCIENCES acknowledges that IT incurs considerable costs associated with manufacturing set-up and agrees to share equally with IT any such manufacturing set-up costs in respect of each new (to IT) product size or format. 2.5 DERMA SCIENCES acknowledges that IT will incur costs associated with printing set up utilising the Customers' artwork. DERMA SCIENCES agrees to pay for the full costs associated with printing set up or artwork changes for which DERMA SCIENCES shall be invoiced immediately IT incurs them. Terms of payment shall be thirty (30) days from the date of such invoice. In the event of DERMA SCIENCES requesting any changes to printing set up or artwork DERMA SCIENCES agrees to either purchase from IT any remaining stock bearing the previous printing or artwork or to compensate IT for any loss incurred in relation to such stock. 2.6 The Prices include the cost of packaging and labelling the Products and are FOB named Port of Shipment excluding all shipping costs, import duties, insurance tariffs and customs charges directly or indirectly involved with so shipping the Products. FOB named Port of Shipment shall have the right meaning and import the respective rights and obligations of buyer and seller as provided in Incoterms 1990 or any subsequent revision thereto. 2.7 IT shall be entitled to increase the Charges at each twelve month anniversary withhold delivery of the Commencement Date Products under this Agreement at any time if payments are due from DERMA SCIENCES and have not been paid in accordance with the Index. 7.3 Notwithstanding the provisions of Clause 7.2, if at any time the costs charged to DSI by third party suppliers of materials or services increase, DSI shall also be entitled to increase the Charges to reflect the same giving as much notice to the Client as is reasonably possible2.1. DSI shall provide confirmation of the increase of such costs. Postal charges will be adjusted periodically in accordance with Royal Mail postage rate price increases. Revised unit rates will be communicated to the Client giving as much notice as reasonably possible. 7.4 All sums due to DSI IT under this Agreement and unpaid shall be payable by bear interest at the Client as specified in rate of two per cent (2%) over the relevant SOW. Postal charges shall be invoiced in advance, (or weekly in arrears by special arrangement) by DSI. Production charges shall be invoiced in arrears by DSI. Non-postal Invoices shall be payable within 30 days base rate of date of invoice. Postal invoices shall be paid within 7 days of receipt of invoice. The Client shall notify DSI within 7 days of receipt if it disputes any item on any invoice and until such dispute is resolved, shall not be liable Lloyds Bank Plc from time to pay such disputed element of the invoice. The Client shall pay the undisputed balance of such invoice in accordance with its terms. If upon investigation by DSI it transpires that such disputed amount is properly due then DSI shall be entitled to charge interest in accordance with Clause 7.6 on the disputed sum time for the period from the original due date for payment until the actual receipt of paymentpayment by DERMA SCIENCES. 7.5 All sums due to DSI under this Agreement are exclusive of all taxes and VAT which shall be charged in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by the Client against receipt from DSI of a valid VAT invoice. DSI shall be entitled to recover VAT applicable to the Charges from the Client, including, but not limited to, circumstances where there has been a change in law or regulator practice or a ruling of the relevant authority (including HMRC) which requires DSI to invoice for VAT. DSI shall not be liable for any VAT or tax related advice. 7.6 DSI reserves the right to charge daily interest on all undisputed outstanding amounts until payment is received in full at the rate equal to 4% per annum above the Lloyds Banking Group PLC base rate from time to time whether before or after judgement. Such interest shall be calculated from the original due date and not from the Client’s actual schedule of payment. Interest shall continue to accrue not withstanding expiry or termination for any cause whatsoever of this Agreement.

Prices and Payments. 7.1 The Client shall pay to DSI for the provision of the Services the Charges in the manner and at the times set out in this Clause and in the relevant SOW. 7.2 DSI shall have Seller reserves the right to increase correct any pricing mistakes that deviate from the Charges at each twelve month anniversary of the Commencement Date pricing set forth in accordance with the Index. 7.3 Notwithstanding the provisions of Clause 7.2, if at any time the costs charged to DSI by third party suppliers of materials or services increase, DSI shall also be entitled to increase the Charges to reflect the same giving as much notice quote. Subject to the Client as is reasonably possible. DSI shall provide confirmation of "Product Changes" paragraph below, the increase Order will be billed at the quoted price for sixty (60) calendar days from the date of such costs. Postal charges will be adjusted periodically quote, and thereafter at the price in accordance with Royal Mail postage rate price increases. Revised unit rates will be communicated to the Client giving as much notice as reasonably possible. 7.4 All sums due to DSI under this Agreement shall be payable by the Client as specified in the relevant SOW. Postal charges shall be invoiced in advance, (or weekly in arrears by special arrangement) by DSI. Production charges shall be invoiced in arrears by DSI. Non-postal Invoices shall be payable within 30 days of date of invoice. Postal invoices shall be paid within 7 days of receipt of invoice. The Client shall notify DSI within 7 days of receipt if it disputes any item on any invoice and until such dispute is resolved, shall not be liable to pay such disputed element of the invoice. The Client shall pay the undisputed balance of such invoice in accordance with its terms. If upon investigation by DSI it transpires that such disputed amount is properly due then DSI shall be entitled to charge interest in accordance with Clause 7.6 on the disputed sum for the period from the original due date until actual receipt of payment. 7.5 All sums due to DSI under this Agreement are exclusive of all taxes and VAT which shall be charged in accordance with the relevant regulations in force effect at the time of making shipment. Certain additional non-recurring set-up, routine maintenance and refurbishment charges for tooling may apply, as well as charges for the relevant taxable supply and shall be paid construction of new tooling. The quoted price is based on the volume levels previously communicated by the Client against receipt from DSI of a valid VAT invoice. DSI shall be entitled to recover VAT applicable Buyer to the Charges from Seller; if volume levels decrease, additional tooling set-up charges may apply before any subsequent orders are processed by the ClientSeller. Prices also do not include applicable taxes, including, including but not limited toto excise, circumstances where there has been a change in law sales or regulator practice or a ruling use taxes. Any taxes (other than taxes due on Seller's net income) that are payable on transactions hereunder shall be the responsibility of the relevant authority (including HMRC) which requires DSI to invoice for VATXxxxx. DSI shall not be liable for any VAT or tax related advice. 7.6 DSI Seller reserves the right to charge daily 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 production or sale of articles to which such prices apply shall be increased Prices quoted and orders accepted are also subject to a change due to increases in costs of manufacture, processing, or wages, resulting from the operations of any Federal, State, or municipal law or regulatory measure hereafter adopted and/or due to increased costs of labor, services or materials. All quotations are made and the Order is accepted subject to approval of Seller's credit department. Credit terms are net thirty (30) calendar days 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 Xxxxx'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 in advance for further deliveries of Products or performance hereunder. 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 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 amounts at a rate of one an one half percent (1½%) per month or the Charge inventory carrying charges on Products; Recover all undisputed outstanding amounts until payment is received 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 above remedies are in full addition to all other remedies available at law or in equity. This "Prices and Payments" paragraph shall survive the rate equal to 4% per annum above acceptance and complete performance of the Lloyds Banking Group PLC base rate from time to time whether before or after judgement. Such interest shall be calculated from the original due date and not from the Client’s actual schedule of payment. Interest shall continue to accrue not withstanding expiry or termination for any cause whatsoever of this AgreementOrder.

Prices and Payments. 7.1 2.1 The Client prices to be paid by DERMA SCIENCES for Products shall pay to DSI for the provision of the Services the Charges in the manner and at the times be those set out in the second schedule ("Schedule 2"), (the "Prices") or such prices as otherwise may be in effect at the time of IT's receipt of DERMA SCIENCES's purchase order. DERMA SCIENCES shall be invoiced for the price of the Products on despatch of the same and terms of payment shall be forty five (45) days from the date of such invoice. 2.2 The Prices shall be reviewed and any necessary changes made to them on each successive anniversary of the Effective Date of this Clause Agreement. The prices for Product B only shall be reviewed and renegotiated in December 1997 and thereafter on each successive anniversary of the Effective Date. The price reviews shall be negotiated in good faith and take into account IT's production costs and the market situation in the relevant SOWTerritory. 7.2 DSI 2.3 All invoices sent and payment made shall be in American Dollars. 2.4 DERMA SCIENCES acknowledges that IT incurs considerable costs associated with manufacturing set-up and agrees to share equally with IT any such manufacturing set-up costs in respect of each new (to IT) product size or format. 2.5 DERMA SCIENCES acknowledges that IT will incur costs associated with printing set up utilising DERMA SCIENCES artwork. DERMA SCIENCES agrees to pay for the full costs associated with printing set up or artwork changes for which DERMA SCIENCES shall be invoiced immediately IT incurs them. Terms of payment shall be thirty (30) days from the date of such invoice. In the event of DERMA SCIENCES requesting any changes to printing set up or artwork DERMA SCIENCES agrees to either purchase from IT any remaining stock bearing the previous printing or artwork or to compensate IT for any loss incurred in relation to such stock. 2.6 The Prices include the cost of packaging and labelling the Products and are FOB named Port of Shipment excluding all shipping costs, import duties, insurance tariffs and customs charges directly or indirectly involved with so shipping the Products. FOB named Port of Shipment shall have the right meaning and import the respective rights and obligations of buyer and seller as provided in Incoterms 1990 or any subsequent revision thereto. 2.7 IT shall be entitled to increase the Charges at each twelve month anniversary withhold delivery of the Commencement Date Products under this Agreement at any time if payments are due from DERMA SCIENCES and have not been paid in accordance with the Index. 7.3 Notwithstanding the provisions of Clause 7.2, if at any time the costs charged to DSI by third party suppliers of materials or services increase, DSI shall also be entitled to increase the Charges to reflect the same giving as much notice to the Client as is reasonably possible2.1. DSI shall provide confirmation of the increase of such costs. Postal charges will be adjusted periodically in accordance with Royal Mail postage rate price increases. Revised unit rates will be communicated to the Client giving as much notice as reasonably possible. 7.4 All sums due to DSI IT under this Agreement and unpaid shall be payable by bear interest at the Client as specified in rate of two per cent (2%) over the relevant SOW. Postal charges shall be invoiced in advance, (or weekly in arrears by special arrangement) by DSI. Production charges shall be invoiced in arrears by DSI. Non-postal Invoices shall be payable within 30 days base rate of date of invoice. Postal invoices shall be paid within 7 days of receipt of invoice. The Client shall notify DSI within 7 days of receipt if it disputes any item on any invoice and until such dispute is resolved, shall not be liable Lloyds Bank Plc from time to pay such disputed element of the invoice. The Client shall pay the undisputed balance of such invoice in accordance with its terms. If upon investigation by DSI it transpires that such disputed amount is properly due then DSI shall be entitled to charge interest in accordance with Clause 7.6 on the disputed sum time for the period from the original due date for payment until the actual receipt of paymentpayment by DERMA SCIENCES. 7.5 All sums due to DSI under this Agreement are exclusive of all taxes and VAT which shall be charged in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by the Client against receipt from DSI of a valid VAT invoice. DSI shall be entitled to recover VAT applicable to the Charges from the Client, including, but not limited to, circumstances where there has been a change in law or regulator practice or a ruling of the relevant authority (including HMRC) which requires DSI to invoice for VAT. DSI shall not be liable for any VAT or tax related advice. 7.6 DSI reserves the right to charge daily interest on all undisputed outstanding amounts until payment is received in full at the rate equal to 4% per annum above the Lloyds Banking Group PLC base rate from time to time whether before or after judgement. Such interest shall be calculated from the original due date and not from the Client’s actual schedule of payment. Interest shall continue to accrue not withstanding expiry or termination for any cause whatsoever of this Agreement.

Prices and Payments. 7.1 The Client shall pay to DSI for the provision of the Services the Charges in the manner and at the times set out in this Clause and in the relevant SOW. 7.2 DSI shall have Seller reserves the right to increase correct any pricing mistakes that deviate from the Charges pricing set forth in any quote. Subject to Section 7 (Product Changes), each Order will be billed at each twelve month anniversary the quoted price for sixty (60) calendar days from the date of such quote, and thereafter at the Commencement Date price in accordance with effect at the Index. 7.3 Notwithstanding time of shipment. Seller may charge certain additional non-recurring set-up, routine maintenance and refurbishment charges for tooling, as well as charges for the provisions construction of Clause 7.2, if at any time new tooling. The price quoted by Seller to Buyer is based on the costs charged to DSI volume levels previously communicated by third party suppliers of materials or services increase, DSI shall also be entitled to increase the Charges to reflect the same giving as much notice Buyer to the Client as is reasonably possible. DSI shall provide confirmation of the increase of such costs. Postal Seller; if volume levels decrease, additional tooling set-up charges will be adjusted periodically in accordance with Royal Mail postage rate price increases. Revised unit rates will be communicated to the Client giving as much notice as reasonably possible. 7.4 All sums due to DSI under this Agreement shall be payable by the Client as specified in the relevant SOW. Postal charges shall be invoiced in advance, (or weekly in arrears by special arrangement) by DSI. Production charges shall be invoiced in arrears by DSI. Non-postal Invoices shall be payable within 30 days of date of invoice. Postal invoices may apply and shall be paid within 7 by Buyer 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 sole responsibility of Buyer. Seller reserves the right to invoice Buyer for any such taxes that are or may become payable by Seller. Each 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 production or sale of articles to which such prices apply shall be increased. Prices quoted and orders accepted are also subject to change due to increases in costs of manufacture, processing, or wages, resulting from the operations of any Federal, State, or municipal law or regulatory measure hereafter adopted and/or due to increased costs of labor, services or materials. All quotations are made and each Order is accepted subject to approval of Seller’s credit department. Credit terms are net thirty (30) calendar days from date of receipt of invoice. The Client shall notify DSI within 7 days of receipt if it disputes any item on any invoice and until such dispute is resolvedpayment shall be made in United States currency, unless Seller shall not otherwise agree in writing. All late payments shall be liable subject to pay such disputed element a late charge at a rate of the invoice. The Client shall pay the undisputed balance one and one half percent (1 ½%) of such invoice in accordance with its terms. If upon investigation amounts overdue per month or, if less, the maximum rate permitted by DSI it transpires that such disputed amount is properly due then DSI shall be entitled to charge interest in accordance with Clause 7.6 on the disputed sum for the period applicable law, from the original due date until actual receipt of payment. 7.5 All sums 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 to DSI under this Agreement are exclusive performance of all taxes of Buyer’s obligations hereunder. Buyer agrees to execute and VAT which shall be charged in accordance with hereby authorizes the relevant regulations in force 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 the time of making the relevant taxable supply and shall be paid by the Client against receipt from DSI of a valid VAT invoice. DSI shall be entitled to recover VAT applicable to the Charges from the Client, including, but not limited to, circumstances where there has been a change in law or regulator practice or a ruling of the relevant authority (including HMRC) which requires DSI to invoice for VAT. DSI shall not be liable for any VAT or tax related advice. 7.6 DSI all times reserves the right to charge daily interest on 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 undisputed outstanding delinquent amounts until payment is received and late interest, if any, are paid in full and, if such delinquent amounts remain unpaid thirty (30) calendar days after written notice, then: 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 above remedies are in addition to all other remedies available at law or in equity. This Section 4 shall survive the rate equal to 4% per annum above the Lloyds Banking Group PLC base rate from time to time whether before or after judgement. Such interest shall be calculated from the original due date acceptance and not from the Client’s actual schedule complete performance of payment. Interest shall continue to accrue not withstanding expiry or termination for any cause whatsoever of this Agreementall applicable Orders.

Prices and Payments. 7.1 The Client shall pay to DSI for the provision of the Services the Charges in the manner and at the times set out in this Clause and in the relevant SOW. 7.2 DSI shall have Seller reserves the right to increase correct any pricing mistakes that deviate from the Charges at each twelve month anniversary of the Commencement Date pricing set forth in accordance with the Index. 7.3 Notwithstanding the provisions of Clause 7.2, if at any time the costs charged to DSI by third party suppliers of materials or services increase, DSI shall also be entitled to increase the Charges to reflect the same giving as much notice quote. Subject to the Client as is reasonably possible. DSI shall provide confirmation of "Product Changes" paragraph below, the increase Order will be billed at the quoted price for sixty (60) calendar days from the date of such costs. Postal charges will be adjusted periodically quote, and thereafter at the price in accordance with Royal Mail postage rate price increases. Revised unit rates will be communicated to the Client giving as much notice as reasonably possible. 7.4 All sums due to DSI under this Agreement shall be payable by the Client as specified in the relevant SOW. Postal charges shall be invoiced in advance, (or weekly in arrears by special arrangement) by DSI. Production charges shall be invoiced in arrears by DSI. Non-postal Invoices shall be payable within 30 days of date of invoice. Postal invoices shall be paid within 7 days of receipt of invoice. The Client shall notify DSI within 7 days of receipt if it disputes any item on any invoice and until such dispute is resolved, shall not be liable to pay such disputed element of the invoice. The Client shall pay the undisputed balance of such invoice in accordance with its terms. If upon investigation by DSI it transpires that such disputed amount is properly due then DSI shall be entitled to charge interest in accordance with Clause 7.6 on the disputed sum for the period from the original due date until actual receipt of payment. 7.5 All sums due to DSI under this Agreement are exclusive of all taxes and VAT which shall be charged in accordance with the relevant regulations in force effect at the time of making shipment. Certain additional non-recurring set-up, routine maintenance and refurbishment charges for tooling may apply, as well as charges for the relevant taxable supply and shall be paid construction of new tooling. The quoted price is based on the volume levels previously communicated by the Client against receipt from DSI of a valid VAT invoice. DSI shall be entitled to recover VAT applicable Buyer to the Charges from Seller; if volume levels decrease, additional tooling set-up charges may apply before any subsequent orders are processed by the ClientSeller. Prices also do not include applicable taxes, including, including but not limited toto excise, circumstances where there has been a change in law sales or regulator practice or a ruling use taxes. Any taxes (other than taxes due on Seller's net income) that are payable on transactions hereunder shall be the responsibility of the relevant authority (including HMRC) which requires DSI to invoice for VATBuyer. DSI shall not be liable for any VAT or tax related advice. 7.6 DSI Seller reserves the right to charge daily 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 production or sale of articles to which such prices apply shall be increased Prices quoted and orders accepted are also subject to a change due to increases in costs of manufacture, processing, or wages, resulting from the operations of any Federal, State, or municipal law or regulatory measure hereafter adopted and/or due to increased costs of labor, services or materials. All quotations are made and the Order is accepted subject to approval of Seller's credit department. Credit terms are net thirty (30) calendar days 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 in advance for further deliveries of Products or performance hereunder. 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 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 amounts at a rate of one an one half percent (1½%) per month or the Charge inventory carrying charges on Products; Recover all undisputed outstanding amounts until payment is received 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 above remedies are in full addition to all other remedies available at law or in equity. This "Prices and Payments" paragraph shall survive the rate equal to 4% per annum above acceptance and complete performance of the Lloyds Banking Group PLC base rate from time to time whether before or after judgement. Such interest shall be calculated from the original due date and not from the Client’s actual schedule of payment. Interest shall continue to accrue not withstanding expiry or termination for any cause whatsoever of this AgreementOrder.