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. Subject Seller warrants that the price indicated in the Purchase Order is as low as any net prices now given by Seller to any other customer for like goods and/or services. No extra charges of any kind will be allowed, unless specifically agreed to by Xxxxx in a written agreement that specifically references this Section. 3.1 Seller agrees to protect Buyer against any decline in prices. If during the duration of the Purchase Order, Seller quotes to anyone a price lower than that set forth in the Purchase Order, such lower price will apply to the provisions quantity of goods and/or services undelivered hereunder. If a lower price is quoted by others for like goods and/or services, unless Xxxxxx is willing to meet that lower price for any undelivered goods or services, Buyer is at liberty to purchase any undelivered quantity hereunder at the Supply Agreementlower price from such other party. In the case where Buyer purchases like goods and/or services at the lower price from a third party, all prices are firm Seller’s undelivered balance of goods and/or services shall thereby be cancelled and Buyer shall not be subject have no obligation to change. purchase Seller’s undelivered goods and services. 3.3 Seller’s price includes all payroll and/or occupational taxesshall include sovereign, 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 excise, value added, privilege, payroll, occupational and any other 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 fees or duties applicable 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 goods 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. services. 3.4 Payment terms are net due [...***...] forty five (45) days, unless otherwise stated on the face of the Purchase Order, from the Payment Start Date. The received later of: (i) the actual delivery date, (ii) the scheduled delivery date or (iii) the date of receipt of the goods and/or services in valid invoice by Buyer’s receiving system will occur: a) . Seller warrants that it is authorized to receive payment 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 currency stated in the case of services performed directly for a customer of Purchase Order. Buyer shall be entitled at any time to set-off amounts owing under the Purchase Order, with any and all amounts owing from Seller to Buyer under these Terms or any other agreement between the Seller and Buyer, within 48.

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 Seller warrants the pricing for any goods or services shall not exceed the pricing for the same or comparable goods or services offered by Seller to third parties. Seller shall promptly inform Buyer of any lower pricing levels for same or comparable goods or services and the parties shall promptly make the appropriate price adjustment. (b) Unless otherwise stated on the face of a Purchase Order, payment terms are net due [...***...] ninety (90) days from the Payment Start Date. The later of the required date identified on such Purchase Order, the received date of the goods and/or services in Buyer’s receiving system will occur: a) or the date of receipt of valid invoice by Buyer. Buyer shall be entitled to reject Seller’s invoice if it fails to include Buyer’s applicable Purchase 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 case currency stated in each Purchase Order. No extra charges of goods/materials shipped directly any kind will be allowed unless specifically agreed in writing by Buyer. Buyer reserves the right to deduct from any amount due Seller for any goods or services ordered any amount Seller owes Buyer with respect to any claims of any nature whatsoever in favor of Buyer against Seller, whether or not related to the applicable Purchase Order and whether now existing or hereafter arising. Buyer reserves the right to withhold any payments due Seller, without penalty or forfeiture, until all disputes (whether or not related to a customer Purchase Order and whether or not existing or arising in the future) between Buyer and Seller, are settled. Any assignee 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 rights to payment hereunder shall be subject to Buyer, within 48’s rights under this paragraph.

Prices and Payments. Subject 3.1 Seller warrants that the price indicated in the Purchase Order is as low as any net prices now given by Seller to any other customer for like goods and/or services. No extra charges of any kind will be allowed, unless specifically agreed to by Xxxxx in a written agreement that specifically references this Section. 3.2 Seller agrees to protect Buyer against any decline in prices. If during the duration of the Purchase Order, Seller quotes to anyone a price lower than that set forth in the Purchase Order, such lower price will apply to the provisions quantity of goods and/or services undelivered hereunder. If a lower price is quoted by others for like goods and/or services, unless Xxxxxx is willing to meet that lower price for any undelivered goods or services, Buyer is at liberty to purchase any undelivered quantity hereunder at the Supply Agreementlower price from such other party. In the case where Buyer purchases like goods and/or services at the lower price from a third party, all prices are firm Seller’s undelivered balance of goods and/or services shall thereby be cancelled and Buyer shall not be subject have no obligation to change. purchase Seller’s undelivered goods and services. 3.3 Seller’s price includes all payroll and/or occupational taxesshall include sovereign, 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 excise, value added, privilege, payroll, occupational and any other 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 fees or duties applicable 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 goods 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. services. 3.4 Payment terms are net due [...***...] 60 days, unless otherwise stated on the face of the Purchase Order, from the Payment Start Date. The received later of: (i) the actual delivery date, (ii) the scheduled delivery date or (iii) the date of receipt of the goods and/or services in Buyer’s receiving system will occur: a) valid invoice by Xxxxx. Seller warrants that it is authorized to receive payment 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 currency stated in the case Purchase Order. Buyer shall be entitled at any time to set-off amounts owing under the Purchase Order, with any and all amounts owing from Seller to Buyer under these Terms of services performed directly for a customer of Purchase or any other agreement between the Seller and Buyer, within 48.

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