Common use of PRICES, INVOICING AND PAYMENT Clause in Contracts

PRICES, INVOICING AND PAYMENT. 5.1.1 Fees and discounts shall be as shown in Schedule C (Prices) or the applicable SOW. Such Fees are to be paid by ALU for the Services acquired under this MSA during the Term. Any changes to such Fees and/or discounts shall be as provided below. Unless otherwise expressly provided in this MSA, the prices for the Services shall not increase during the Term of this MSA. 5.1.2 Service Provider shall submit all invoices for ALU payment to ALU for review, coding and approval within sixty (60) days of the completion or acceptance of the related Services, whichever is later; invoices submitted after such date will not be paid; provided, however, Servicer Provider may submit invoices as provided in Schedule C (Prices) relating to the Committed Resource Price if Service Provider otherwise complies with the terms and conditions of that Schedule. All invoices shall be in a form acceptable to ALU and must contain, at a minimum, (i) Service Provider’s name, complete remittance address information and taxpayer identification number; (ii) an invoice date; (iii) a description of the specific Purchase Order, as applicable, along with the Purchase Order number; (iv) a description including, as applicable, serial number, price and quantity for materials and Services invoiced (which requirement can be satisfied by the attachment of a copy of the applicable invoice and/or packing slip with deficiencies noted); (v) applicable deductions for credits due, if any; (vi) an itemization of all applicable sales or use taxes due in connection with such invoice; and (vii) other substantiating documentation or information as required by ALU, including lien waivers and releases for itself and each of its Subcontractors and suppliers and operator verification, as applicable. Service Provider shall state on each invoice, “All applicable sales and use taxes associated with the Services are the responsibility of Service Provider to collect and pay on behalf of ALU and have been included in the total price on this invoice.” 5.1.3 Payment of undisputed invoices, including applicable sales and use taxes, shall be made by ALU sixty (60) days from the date the invoice is received by ALU. Service Provider shall timely pay all bills for labor and materials performed and furnished by others in connection with the Services. If ALU, in good faith, disputes any Fee or other invoiced amount, it will notify Service Provider of the nature of such Disputed Fees. *****. If ALU has already paid Service Provider the Disputed Fees, then ALU has the right to withhold an amount equal to the amount of the Disputed Fees from outstanding invoices pending resolution of the dispute. Service Provider will continue to provide Services during such Dispute. No failure by ALU to identify a Disputed Fee or other invoiced amount prior to payment of invoices or any other amount will THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. MASTER SERVICES AGREEMENT TERMS AND CONDITIONS limit or waive any of ALU’s rights or remedies with respect thereto, including its right to withhold such Disputed Fees or amounts from subsequent payments due to Service Provider. The withholding of Disputed Fees and other invoiced amounts in accordance with this section will not be considered a basis for monetary or other default or other grounds for non-performance or termination by Service Provider under this MSA. Except as set forth in this Section 5.4.2, all Disputes concerning the accuracy or applicability of any Fee or other invoiced amount will be resolved as set forth in Section 17.2. 5.1.4 If required by an applicable ALU customer, Service Provider shall furnish a performance and payment bond covering the performance of the Services under this MSA or the applicable Purchase Order. Such bond shall be in the form and in such reasonable amount with a surety reasonably satisfactory to the applicable ALU customer. To the extent that a performance or payment bond is required, Service Provider may include the actual cost of any such bond in its bid to ALU and may submit an invoice, which ALU shall pay, for such bond in accordance with the applicable SOW, Net New Business Agreement, or similar agreement. 5.1.5 Service Provider shall submit invoices to ALU in accordance with this Article 5, Schedule C (Prices), and the Billing Instructions attached hereto as Schedule G (Billing Instructions). If Service Provider fails to conform to these requirements, ALU may reject the invoice. Unless otherwise provided in a Purchase Order and agreed upon by Service Provider, invoices shall be paid electronically by ALU to the banking institution/account number provided by Service Provider. In the event of a change of banking institutions and/or account numbers, Service Provider shall provide ALU sixty (60) days prior written notice. ALU will have no liability for payments made to institutions and/or accounts that are due to Service Provider’s failure to provide the correct information in a timely manner. 5.1.6 Subject to the terms and conditions of this MSA, in the event Service Provider owes money or is otherwise obligated to make payments to ALU, ALU will advise Service Provider, and Service Provider will promptly pay such amount within thirty (30) days from such notice. In the event that Service Provider has not made such payment within the thirty (30) days, the Parties will submit the dispute to the Dispute Resolution Process described in Section 17.2.

PRICES, INVOICING AND PAYMENT. 5.1.1 Fees and discounts shall be as shown in Schedule C (Prices) or the applicable SOW. Such Fees are to be paid by ALU for the Services acquired under this MSA during the Term. Any changes to such Fees and/or discounts shall be as provided below. Unless otherwise expressly provided in this MSA, the prices for the Services shall not increase during the Term of this MSA. 5.1.2 Service Provider shall submit all invoices for ALU payment to ALU for review, coding and approval within sixty (60) days of the completion or acceptance of the related Services, whichever is later; invoices submitted after such date will not be paid; provided, however, Servicer Provider may submit invoices as provided in Schedule C (Prices) relating to the Committed Resource Price if Service Provider otherwise complies with the terms and conditions of that Schedule. All invoices shall be in a form acceptable to ALU and must contain, at a minimum, (i) Service Provider’s name, complete remittance address information and taxpayer identification number; (ii) an invoice date; (iii) a description of the specific Purchase Order, as applicable, along with the Purchase Order number; (iv) a description including, as applicable, serial number, price and quantity for materials and Services invoiced (which requirement can be satisfied by the attachment of a copy of the applicable invoice and/or packing slip with deficiencies noted); (v) applicable deductions for credits due, if any; (vi) an itemization of all applicable sales or use taxes due in connection with such invoice; and (vii) other substantiating documentation or information as required by ALU, including lien waivers and releases for itself and each of its Subcontractors and suppliers and operator verification, as applicable. Service Provider shall state on each invoice, “All applicable sales and use taxes associated with the Services are the responsibility of Service Provider to collect and pay on behalf of ALU and have been included in the total price on this invoice.” 5.1.3 Payment of undisputed invoices, including applicable sales and use taxes, shall be made by ALU sixty (60) days from the date the invoice is received by ALU. Service Provider shall timely pay all bills for labor and materials performed and furnished by others in connection with the Services. If ALU, in good faith, disputes any Fee or other invoiced amount, it will notify Service Provider of the nature of such Disputed Fees. *****. If ALU has already paid Service Provider the Disputed Fees, then ALU has the right to withhold an amount equal to the amount of the Disputed Fees from outstanding invoices pending resolution of the dispute. Service Provider will continue to provide Services during such Dispute. No failure by ALU to identify a Disputed Fee or other invoiced amount prior to payment of invoices or any other amount will THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 24B-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. MASTER SERVICES AGREEMENT TERMS AND CONDITIONS limit or waive any of ALU’s rights or remedies with respect thereto, including its right to withhold such Disputed Fees or amounts from subsequent payments due to Service Provider. The withholding of Disputed Fees and other invoiced amounts in accordance with this section will not be considered a basis for monetary or other default or other grounds for non-performance or termination by Service Provider under this MSA. Except as set forth in this Section 5.4.2, all Disputes concerning the accuracy or applicability of any Fee or other invoiced amount will be resolved as set forth in Section 17.2. 5.1.4 If required by an applicable ALU customer, Service Provider shall furnish a performance and payment bond covering the performance of the Services under this MSA or the applicable Purchase Order. Such bond shall be in the form and in such reasonable amount with a surety reasonably satisfactory to the applicable ALU customer. To the extent that a performance or payment bond is required, Service Provider may include the actual cost of any such bond in its bid to ALU and may submit an invoice, which ALU shall pay, for such bond in accordance with the applicable SOW, Net New Business Agreement, or similar agreement. 5.1.5 Service Provider shall submit invoices to ALU in accordance with this Article 5, Schedule C (Prices), and the Billing Instructions attached hereto as Schedule G (Billing Instructions). If Service Provider fails to conform to these requirements, ALU may reject the invoice. Unless otherwise provided in a Purchase Order and agreed upon by Service Provider, invoices shall be paid electronically by ALU to the banking institution/account number provided by Service Provider. In the event of a change of banking institutions and/or account numbers, Service Provider shall provide ALU sixty (60) days prior written notice. ALU will have no liability for payments made to institutions and/or accounts that are due to Service Provider’s failure to provide the correct information in a timely manner. 5.1.6 Subject to the terms and conditions of this MSA, in the event Service Provider owes money or is otherwise obligated to make payments to ALU, ALU will advise Service Provider, and Service Provider will promptly pay such amount within thirty (30) days from such notice. In the event that Service Provider has not made such payment within the thirty (30) days, the Parties will submit the dispute to the Dispute Resolution Process described in Section 17.2.

PRICES, INVOICING AND PAYMENT. 5.1.1 Fees (a) Unless FNsteel and discounts shall Supplier agree otherwise In Writing, all agreed prices will be inclusive of transport to the delivery address indicated by FNsteel, including proper packaging as shown in Schedule C (Prices) well as any other additional costs or the applicable SOW. Such Fees are to be paid levies imposed by ALU for the Services acquired under this MSA during the Term. Any changes to such Fees and/or discounts shall be as provided below. Unless otherwise expressly provided in this MSA, the prices for the Services shall not increase during the Term of this MSAthird parties or otherwise. 5.1.2 Service Provider shall submit all invoices for ALU payment (b) If Supplier exercises a right to ALU for reviewincrease prices that has been agreed or that it has pursuant to any statutory provision, coding FNsteel will be authorised to terminate the Agreement (including these General Terms and approval within sixty (60Conditions of Purchase) days of the completion or acceptance of the related Services, whichever is later; invoices submitted after such date without being held in default and without owing any compensation in that regard. Supplier will not be paid; providedentitled to invoke any right to increase prices that has been agreed or that it has pursuant to any legal provision in respect of orders that have already been placed. (c) Unless otherwise agreed In Writing, however, Servicer Provider may submit Supplier must send invoices as provided in Schedule C (Prices) relating to the Committed Resource Price if Service Provider otherwise complies with the terms and conditions of that Schedule. All invoices shall be FNsteel in a form acceptable to ALU and must containsingle copy made out in euro, at a minimum, (i) Service Provider’s name, complete remittance address information and taxpayer identification number; (ii) an invoice date; (iii) a description of the specific Purchase Order, as applicable, along with the Purchase Order number; (iv) a description including, as applicable, serial number, price and quantity for materials and Services invoiced (which requirement can be satisfied by the attachment of a copy of the applicable invoice and/or packing slip with deficiencies noted); (v) applicable deductions for credits due, if any; (vi) an itemization of all applicable sales or use taxes due in connection with such invoice; and (vii) other substantiating documentation or information as required by ALU, including lien waivers and releases for itself and each of its Subcontractors and suppliers and operator verification, as applicable. Service Provider shall state on each invoice, “All applicable sales and use taxes associated with the Services are the responsibility of Service Provider to collect and pay on behalf of ALU and have been included in the total price on this invoice.” 5.1.3 Payment of undisputed invoices, including applicable sales and use taxes, shall be made by ALU sixty (60) days from the date the invoice is received by ALU. Service Provider shall timely pay all bills for labor and materials performed and furnished by others in connection with the Services. If ALU, in good faith, disputes any Fee or other invoiced amount, it will notify Service Provider of the nature of such Disputed Fees. *****. If ALU has already paid Service Provider the Disputed Fees, then ALU has the right to withhold an amount equal to the amount of the Disputed Fees from outstanding invoices pending resolution of the dispute. Service Provider will continue to provide Services during such Dispute. No failure by ALU to identify a Disputed Fee or other invoiced amount prior to payment of invoices or any other amount will THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. MASTER SERVICES AGREEMENT TERMS AND CONDITIONS limit or waive any of ALU’s rights or remedies with respect thereto, including its right to withhold such Disputed Fees or amounts from subsequent payments due to Service Provider. The withholding of Disputed Fees and other invoiced amounts in accordance with this section will not be considered a basis for monetary or other default or other grounds for non-performance or termination by Service Provider under this MSA. Except as set forth in this Section 5.4.2, all Disputes concerning the accuracy or applicability of any Fee or other invoiced amount will be resolved as set forth in Section 17.2. 5.1.4 If required by an applicable ALU customer, Service Provider shall furnish a performance and payment bond covering the performance of the Services under this MSA or the applicable Purchase Order. Such bond shall be in the form and in such reasonable amount with a surety reasonably satisfactory to the applicable ALU customer. To the extent that a performance or payment bond is required, Service Provider may include the actual cost of any such bond in its bid to ALU and may submit an invoice, which ALU shall pay, for such bond in accordance with the applicable SOW, Net New Business Agreement, rules for invoicing in the relevant EU-member state. In its invoices Supplier must indicate: (i) FNsteel’s order number; (ii) the name of FNsteel’s contact (iii) The VAT number of FNsteel B.V. (NL808027402B01) or similar agreementof the relevant affiliate; and (iv) Supplier’s VAT number. Any invoices that are not in compliance with the foregoing requirements will not be handled and will be returned to Supplier. 5.1.5 Service Provider shall submit invoices to ALU in accordance with this Article 5(d) If goods are delivered, Schedule C an invoice must be submitted within two (Prices), and 2) months after the Billing Instructions attached hereto as Schedule G (Billing Instructions). If Service Provider fails to conform to these requirements, ALU may reject the invoice. Unless otherwise provided in a Purchase Order and agreed upon by Service Provider, invoices shall be paid electronically by ALU to the banking institution/account number provided by Service Providerdelivery. In the event of an assignment at a change fixed price, Supplier must submit an invoice within two (2) months after the completion of banking institutions the work and/or account numbers, Service Provider shall provide ALU sixty (60) days prior written notice. ALU will have no liability for payments made to institutions and/or accounts that are due to Service Provider’s failure to provide provision of the correct information in a timely manner. 5.1.6 Subject to the terms and conditions of this MSAservices, in the event Service Provider owes money or is otherwise obligated to make payments to ALU, ALU will advise Service Provider, accordance with Article 4(c) of these General Terms and Service Provider will promptly pay such amount within thirty (30) days from such noticeConditions of Purchase. In the event that Service Provider of work on a cost-plus basis, the invoices must be submitted on the basis of the agreed cost-plus, daily statements or weekly statements within two (2) months after the work has been performed. If the invoice has not been submitted within ten (10) months after the end of this two- month period, FNsteel may refuse to pay the invoice on that basis. (e) Payment must be made such within 60 days after the date of receipt of the invoice unless the parties have agreed otherwise, or agreed a shorter period In Writing on the basis of the law, provided that the goods that have been delivered and/or the services that have been provided and/or the work that has been performed have been approved, and any and all related documentation, including the correctly addressed and complete invoice, has been received. (f) FNsteel is entitled to transfer 38% (thirty-eight per cent) of the gross invoice amount to a G-account to be designated by Supplier in order to furnish security and to mitigate any risks with regard to taxes and premiums as further detailed in Article 20. (g) If Supplier fails to comply with any obligation pursuant to the Agreement or these General Terms and Conditions of Purchase, or fails to do so in full, FNsteel will be entitled to suspend its payment within the thirty obligation to Supplier. (30h) daysFNsteel is entitled at all times to set off Supplier’s claims on it against claims that, on any grounds whatsoever, it or a company affiliated to it has on Supplier or a company affiliated to it. (i) Any payment made by FNsteel does not imply any waiver of rights whatsoever. (j) If invoices (which are also understood to include any requisite annexes) need to be corrected, the Parties payment period will submit commence on the dispute to date of receipt of the Dispute Resolution Process described in Section 17.2correct invoice.