Common use of Prices / Payment Terms Clause in Contracts

Prices / Payment Terms. 8.1 Unless otherwise stated herein, PAYMENT TERMS shall be Net 30 Days from the date of SELLER’S invoice, and payments shall be made in U. S. dollars. All PRICES shown are exclusive of any applicable tax. Any tax that SELLER is required to collect pursuant to the sale of PRODUCT(S) hereunder shall be in addition to the PRICE and shall be entirely for BUYER’S account. 8.2 If BUYER fails to pay any of the amounts due to SELLER within sixty (60) days from the date of invoice, SELLER shall issue written notice to BUYER and at any time thereafter SELLER may suspend all PRODUCT deliveries without termination of this Agreement until all past due amounts and accrued interest have been paid to SELLER, following receipt of which SELLER shall use reasonable efforts to reinstate all PRODUCT deliveries. SELLER may, in its sole discretion and without waiver of its rights hereunder allow BUYER additional time to make past due payments in lieu of suspension of PRODUCT deliveries. Without prejudice to the foregoing and notwithstanding same, if BUYER fails to pay any amount due SELLER within ninety (90) days from the date of invoice, SELLER may immediately terminate this Agreement and all deliveries of PRODUCT upon written notice to BUYER. 8.3 SELLER may revise the PRICE, PAYMENT TERMS or SHIPPING TERMS by written notice dispatched not less than thirty (30) days prior to the effective date of such change. Failure of BUYER to provide written objection to such change within fifteen (15) days of receipt of notice from SELLER shall be considered acceptance of such change. 8.4 If in the sole judgment of SELLER, BUYER’S financial ability to perform hereunder is altered, SELLER reserves the right, among any other right or remedy, to change PAYMENT TERMS, require full or partial advance payment or to cancel any outstanding order, without liability. 8.5 Any discount or rebate provided for in the AGREEMENT shall be accounted for exclusively on the basis of sales made to BUYER. 8.6 Notwithstanding any other provision in the AGREEMENT or elsewhere to the contrary, SELLER shall have the unilateral right to pass on to BUYER all fuel, freight, energy and/or similar surcharges. 8.7 All PRICES in the AGREEMENT are exclusively for PRODUCTS sold directly to BUYER or BUYER’S agent by SELLER. 8.8 SELLER shall retain a purchase money security interest in the PRODUCT(S) sold hereunder until all payments (including deferred payments, whether evidenced by notes or otherwise) shall have been received in full by SELLER and, if requested in writing to do so, BUYER agrees to do all acts necessary to perfect and maintain such security interest in SELLER.

Prices / Payment Terms. 8.1 a. Seller represents that the price charged to Buyer for Goods is at least as low as the price charged by Seller to other buyers of a class similar to Buyer under conditions similar to those specified in Purchase Order and that such prices comply with applicable government law and regulations in effect at the time of quotation, sale or delivery. Orders shall not be filled at prices higher than those quoted or charged to Buyer or specified herein. Seller agrees that any price reduction regarding any Goods that is implemented prior to shipment or rendering of such Goods, will be applied to all Purchase Orders for shipments of Goods following such price reduction. Unless otherwise stated hereinspecified thereon, PAYMENT TERMS prices quoted on any Purchase Order or Purchase Order Revision include any and all changes for the Goods ordered (including, but not limited to, any charges for boxing, packing, labeling crating, cartage, taxes, duties, or other added charges). Invoices shall be Net 30 Days paid in accordance with the terms stated in the Purchase Order and due dates for payment of invoices shall be computed from the date of SELLER’S invoicereceipt of both the Goods and Invoices by Buyer. No additional charges will be added to the Price, nor will any increase in the price last quoted or charged to Buyer be effective, whether due to increased materials, labor, or transportation costs or otherwise, without the prior written consent of Buyer. b. Seller will not issue an invoice to Buyer prior to delivery of the Goods and/or completion of the Services (as applicable) and then only in accordance with these Terms and Conditions. All invoices and payments shall hereunder will be made denominated in U. S. US dollars, unless otherwise required by law or agreed to by the parties. All PRICES shown are exclusive of any applicable tax. Any tax that SELLER is required to collect pursuant to the sale of PRODUCT(S) hereunder shall be in addition to the PRICE and shall be entirely for BUYER’S account. 8.2 If BUYER fails to Buyer will pay any of the all properly invoiced amounts due to SELLER within sixty (60) days from Seller in accordance with the date of invoicepayment terms specified in the Purchase Order. If no payment terms are specified, SELLER shall issue written notice Buyer will pay all properly invoiced amounts due to BUYER and at any time thereafter SELLER may suspend all PRODUCT deliveries without termination of this Agreement until all past due amounts and accrued interest have been paid to SELLER, following receipt of which SELLER shall use reasonable efforts to reinstate all PRODUCT deliveries. SELLER may, in its sole discretion and without waiver of its rights hereunder allow BUYER additional time to make past due payments in lieu of suspension of PRODUCT deliveries. Without prejudice to the foregoing and notwithstanding same, if BUYER fails to pay any amount due SELLER Seller within ninety (90) days from the date after Buyer's receipt of invoice, SELLER may immediately terminate this Agreement and all deliveries such invoice (or within such shorter period of PRODUCT upon written notice to BUYER. 8.3 SELLER may revise the PRICE, PAYMENT TERMS or SHIPPING TERMS time as required by written notice dispatched not less than thirty (30) days prior law). Notwithstanding anything to the effective date contrary contained in this Section, Buyer may withhold from payment any amounts disputed by Buyer in good faith. In the event of a payment dispute, Buyer will deliver a written statement to Seller listing all disputed items and providing a reasonably detailed description of each disputed item. The parties will seek to resolve all such changedisputes expeditiously and in good faith. Failure of BUYER Seller will continue performing its obligations under the Purchase Order notwithstanding any such dispute. Without prejudice to provide written objection to such change within fifteen (15) days of receipt of notice from SELLER shall be considered acceptance of such change. 8.4 If in the sole judgment of SELLER, BUYER’S financial ability to perform hereunder is altered, SELLER reserves the right, among any other right or remedyremedy it may have, to change PAYMENT TERMS, require full or partial advance payment or to cancel any outstanding order, without liability. 8.5 Any discount or rebate provided for in Buyer reserves the AGREEMENT shall be accounted for exclusively on the basis of sales made to BUYER. 8.6 Notwithstanding any other provision in the AGREEMENT or elsewhere to the contrary, SELLER shall have the unilateral right to pass on set off or recoup, at any time, any amount owing to BUYER all fuel, freight, energy and/or similar surchargesit by Seller against any amount payable by Buyer to Seller. 8.7 All PRICES in the AGREEMENT are exclusively for PRODUCTS sold directly to BUYER or BUYER’S agent by SELLER. 8.8 SELLER shall retain a purchase money security interest in the PRODUCT(S) sold hereunder until all payments (including deferred payments, whether evidenced by notes or otherwise) shall have been received in full by SELLER and, if requested in writing to do so, BUYER agrees to do all acts necessary to perfect and maintain such security interest in SELLER.

Prices / Payment Terms. 8.1 Unless otherwise stated herein, PAYMENT TERMS 1. All Deliveries shall be Net 30 Days from made for the prices specified at the time when PBS has made an offer or confirmed an order. 2. The price shall be negotiated by agreement, exclusive of tax. Tax at the statutory rate as of the date of SELLER’S invoice, and payments taxable delivery shall be made added to the price. Unless explicitly agreed otherwise, the price shall not include any costs of transport, postage, packaging etc. 3. If the price of materials, energy or components purchased increases by more than 5% between the date when the Contract enters into force and the date of taxable delivery, PBS is entitled to increase the price of the Subject of Performance adequately by an amount equal to the increase of the price of materials, energy or components purchased, in U. S. dollarswhich case PBS is obliged to prove the resulting additional costs to the Buyer upon request. 4. All PRICES shown are The price of Delivery shall mean the price FCA PBS designated and authorized production site (INCOTERMS 2020), exclusive of any applicable taxtaxes, duties, charges, costs and other similar payments and costs of transport and insurance. 5. Any tax that SELLER Where PBS has also committed itself to install, assemble or commission the Subject of Performance, the Buyer is required also obliged to collect pursuant to the sale of PRODUCT(S) hereunder shall be pay PBS, in addition to the PRICE agreed price for the installation, assembling or commissioning, any and all other costs effectively and demonstrably incurred in connection therewith. 6. Unless the Parties agree otherwise, the Buyer is obliged to pay PBS an advance payment for the price based on pro forma invoice issued by PBS in the total amount of 100% of the Subject of Performance which may only be issued by PBS after signing the Contract (order), however, not later than before delivery of the Subject of Performance to the Buyer. Unless otherwise stated on pro forma invoice, each pro forma invoice shall be entirely for BUYER’S accountdue and payable upon receipt of such proforma invoice. 8.2 If BUYER fails to pay any 7. With the delivery of the amounts due Subject of Performance, PBS undertakes to SELLER within sixty (60) days from issue an invoice in which all advance payments accepted will be cleared. 8. Payments shall be made by the date of invoice, SELLER shall issue written notice to BUYER and at any time thereafter SELLER may suspend all PRODUCT deliveries without termination of this Agreement until all past due amounts and accrued interest have been paid to SELLER, following receipt of which SELLER shall use reasonable efforts to reinstate all PRODUCT deliveries. SELLER may, in its sole discretion and without waiver of its rights hereunder allow BUYER additional time to make past due payments in lieu of suspension of PRODUCT deliveries. Without prejudice Buyer by a wire transfer to the foregoing and notwithstanding same, if BUYER fails PBS’s bank account. The price shall be considered paid at the moment when the sum is credited to the PBS’s account. Each Party shall pay any amount due SELLER within ninety (90) days from the date of invoice, SELLER may immediately terminate this Agreement and all deliveries of PRODUCT upon written notice to BUYERits own respective bank charges. 8.3 SELLER may revise 9. In the PRICEevent that the parties agree that the price will be paid through a letter of credit (hereinafter referred to as the “L/C”), PAYMENT TERMS or SHIPPING TERMS by written notice dispatched not less the Buyer agrees to open the L/C in favour of PBS no later than thirty (30) days prior to from the effective date signing of such changethe contract. 10. Failure Should the Buyer be in default with the payment, even of BUYER to provide a part of the invoiced sum or the advance payment, and should the buyer be in default with issuing the L/C, the Buyer must pay PBS a contractual penalty of 0.05% of the outstanding amount for each commenced day of delay, without the need of written objection to such change within fifteen (15) days notice by PBS. The payment of receipt of notice the contractual penalty shall not affect any other PBS’s claims arising from SELLER the Buyer’s default, in particular, the claim for damages. The contractual penalty shall be considered acceptance of such changepayable on the day following the day on which the claim arises. 8.4 If in 11. The Buyer may only set off unilaterally its outstanding receivables towards PBS against the sole judgment of SELLER, BUYER’S financial ability to perform hereunder is altered, SELLER reserves PBS’s receivables towards the right, among any other right or remedy, to change PAYMENT TERMS, require full or partial advance payment or to cancel any outstanding order, without liability. 8.5 Any discount or rebate Buyer provided for in that the AGREEMENT shall be accounted for exclusively on the basis of sales made to BUYER. 8.6 Notwithstanding any other provision in the AGREEMENT or elsewhere to the contrary, SELLER shall have the unilateral right to pass on to BUYER all fuel, freight, energy and/or similar surcharges. 8.7 All PRICES in the AGREEMENT are exclusively for PRODUCTS sold directly to BUYER or BUYER’S agent by SELLER. 8.8 SELLER shall retain a purchase money security interest in the PRODUCT(S) sold hereunder until all payments (including deferred payments, whether evidenced by notes or otherwise) shall have offset has been received in full by SELLER and, if requested approved in writing by PBS in advance. PBS may set off unilaterally any of its receivables towards the Buyer against any Buyer’s receivables towards PBS regardless of the legal relationship under which the claim arises. The Buyer agrees that PBS may also set off its receivables against such receivables that are not yet due or are time-barred. The Buyer may not assign or pledge any of its receivables against PBS to do so, BUYER agrees to do all acts necessary to perfect and maintain such security interest in SELLERa third party without the PBS’s prior written consent.

Prices / Payment Terms. 8.1 4.1 As full consideration for the complete, satisfactory, and timely performance by Seller of the Services in strict accordance with the requirements of the Agreement, Buyer shall pay to Seller the price(s) specified in the Purchase Order (the “Contract Price”). 4.2 The Contract Price is firm and not subject to change, except: (a) as may otherwise be expressly outlined in the Purchase Order; (b) adjusted pro-rata for partial performance as provided in Section 3.0 (Performance Date); (c) according to a Change Order as provided in Section 10.0 (Change Orders); or (d) by an amendment to the Purchase Order signed by Buyer. 4.3 Unless otherwise stated hereinspecified in the Purchase Order, PAYMENT TERMS any expenses or costs incurred by Seller in connection with its performance of the Services shall be Net 30 Days from the sole responsibility of Seller. 4.4 Unless otherwise specified in the Purchase Order, Seller shall issue an invoice to Buyer on or any time after Buyer’s acceptance of all of the Goods and/or Work comprising the Services. All invoices must include the associated Purchase Order number. All invoices must be in Canadian dollars. Discounts are calculated not earlier than the date of SELLER’S invoice, and payments shall be made in U. S. dollars. All PRICES shown are exclusive of any applicable tax. Any tax that SELLER is required to collect pursuant to the sale of PRODUCT(S) hereunder shall be in addition to the PRICE and shall be entirely for BUYER’S accounteach correct shipment or invoice reaches Buyer. 8.2 If BUYER fails to 4.5 Buyer shall pay any of the all properly invoiced amounts due to SELLER Seller within sixty (60) 30 days from after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. In the event of a payment dispute, Buyer shall deliver a written statement to Seller prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of invoiceeach disputed item. Amounts not so disputed are deemed accepted and must be paid, SELLER notwithstanding disputes on other items. The Parties shall issue written notice seek to BUYER resolve all such disputes in accordance with Section 25.0 (Dispute Resolution) and at Seller shall continue performing its obligations under the Purchase Order notwithstanding any time thereafter SELLER may suspend all PRODUCT deliveries without termination of this Agreement until all past due amounts and accrued interest have been paid to SELLER, following receipt of which SELLER shall use reasonable efforts to reinstate all PRODUCT deliveries. SELLER may, in its sole discretion and without waiver of its rights hereunder allow BUYER additional time to make past due payments in lieu of suspension of PRODUCT deliveries. such Dispute. 4.6 Without prejudice to the foregoing and notwithstanding same, if BUYER fails to pay any amount due SELLER within ninety (90) days from the date of invoice, SELLER may immediately terminate this Agreement and all deliveries of PRODUCT upon written notice to BUYER. 8.3 SELLER may revise the PRICE, PAYMENT TERMS or SHIPPING TERMS by written notice dispatched not less than thirty (30) days prior to the effective date of such change. Failure of BUYER to provide written objection to such change within fifteen (15) days of receipt of notice from SELLER shall be considered acceptance of such change. 8.4 If in the sole judgment of SELLER, BUYER’S financial ability to perform hereunder is altered, SELLER reserves the right, among any other right or remedyremedy it may have, Buyer reserves the right to change PAYMENT TERMS, require full or partial advance payment or set-off at any time any amount owing to cancel it by Seller against any outstanding order, without liability. 8.5 amount payable by Buyer to Seller. Any discount or rebate provided for in amounts that are charged to Seller’s account under the AGREEMENT Agreement shall be accounted for exclusively on the basis of sales made credited and applied against any payments otherwise owed to BUYERSeller. 8.6 Notwithstanding any other provision in the AGREEMENT or elsewhere to the contrary, SELLER shall have the unilateral right to pass on to BUYER all fuel, freight, energy and/or similar surcharges. 8.7 All PRICES in the AGREEMENT are exclusively for PRODUCTS sold directly to BUYER or BUYER’S agent by SELLER. 8.8 SELLER shall retain a purchase money security interest in the PRODUCT(S) sold hereunder until all payments (including deferred payments, whether evidenced by notes or otherwise) shall have been received in full by SELLER and, if requested in writing to do so, BUYER agrees to do all acts necessary to perfect and maintain such security interest in SELLER.

Prices / Payment Terms. 8.1 Unless otherwise stated herein, PAYMENT TERMS shall be Net 30 Days from the date of SELLER’S invoice, and payments shall be made in U. S. dollars. All PRICES shown are exclusive of any applicable tax. Any tax that SELLER is required to collect pursuant to the sale of PRODUCT(S) hereunder shall be in addition to the PRICE and shall be entirely for BUYER’S account. 8.2 If BUYER fails to pay Notwithstanding any of the amounts due to SELLER within sixty (60) days from the date of invoice, SELLER shall issue written notice to BUYER and at any time thereafter SELLER may suspend all PRODUCT deliveries without termination of other provision in this Agreement until all past due amounts and accrued interest have been paid to SELLER, following receipt of which SELLER shall use reasonable efforts to reinstate all PRODUCT deliveries. SELLER may, in its sole discretion and without waiver of its rights hereunder allow BUYER additional time to make past due payments in lieu of suspension of PRODUCT deliveries. Without prejudice AGREEMENT or elsewhere to the foregoing and notwithstanding samecontrary, if BUYER fails to pay any amount due SELLER within ninety (90) days from the date of invoice, SELLER may immediately terminate this Agreement and all deliveries of PRODUCT upon written notice to BUYER. 8.3 SELLER may revise the PRICE, PAYMENT TERMS or SHIPPING TERMS by written notice dispatched not less than thirty (30) days prior to the effective date of such change. Failure of BUYER to provide written objection to such change within fifteen (15) days of receipt of notice from SELLER shall be considered acceptance of such change. 8.4 If In addition, if in the sole judgment of SELLER, BUYER’S financial ability to perform hereunder is alteredaltered or impaired, SELLER reserves the right, among any other right or remedy, to change immediately and without any prior notice, PAYMENT TERMS, require full or partial advance payment payment, stop shipment of any PRODUCTS in transit, or to cancel any outstanding order, without liability. 8.5 8.3 Any discount or rebate provided for in the this AGREEMENT shall be accounted for exclusively on the basis of sales made to BUYER. 8.6 8.4 Notwithstanding any other provision in the this AGREEMENT or elsewhere to the contrary, SELLER shall have the unilateral right to pass on to BUYER all fuel, freight, energy and/or similar surcharges. 8.7 8.5 All PRICES in the this AGREEMENT are exclusively for PRODUCTS sold directly to BUYER or BUYER’S agent by SELLER. 8.8 8.6 SELLER shall retain a purchase money security interest in the PRODUCT(S) sold hereunder until all payments (including deferred payments, whether evidenced by notes or otherwise) shall have been received in full by SELLER and, if requested in writing to do so, BUYER agrees to do all acts necessary to perfect and maintain such security interest in SELLER.

Prices / Payment Terms. 8.1 Unless otherwise stated herein, PAYMENT TERMS shall be Net 30 Days from the date of SELLER’S invoice, and payments shall be made in U. S. dollars. All PRICES shown are exclusive of any applicable tax. Any tax that SELLER is required to collect pursuant to the sale of PRODUCT(S) hereunder shall be in addition to the PRICE and shall be entirely for BUYER’S account. 8.2 If BUYER fails to pay any of the amounts due to SELLER within sixty (60) days from the date of invoice, SELLER shall issue written notice to BUYER and at any time thereafter SELLER may suspend all PRODUCT deliveries without termination of this Agreement until all past due amounts and accrued interest have been paid to SELLER, following receipt of which SELLER shall use reasonable efforts to reinstate all PRODUCT deliveries. SELLER may, in its sole discretion and without waiver of its rights hereunder allow BUYER additional time to make past due payments in lieu of suspension of PRODUCT deliveries. Without prejudice to the foregoing and notwithstanding same, if BUYER fails to pay any amount due SELLER within ninety (90) days from the date of invoice, SELLER may immediately terminate this Agreement and all deliveries of PRODUCT upon written notice to BUYER. 8.3 SELLER may revise the PRICE, PAYMENT TERMS or SHIPPING TERMS by written notice dispatched not less than thirty (30) days prior to the effective date of such change. Failure of BUYER to provide written objection to such change within fifteen (15) days of receipt of notice from SELLER shall be considered acceptance of such change. If BUYER provides timely notice of rejection, or fails to provide any notice, SELLER may terminate this AGREEMENT without further obligation upon fifteen (15) days notice to BUYER. 8.4 If 8.3 If, in the sole judgment of SELLER, BUYER’S financial ability to perform hereunder is altered, SELLER reserves the right, among any other right or remedy, to change PAYMENT TERMS, require full or partial advance payment or to cancel any outstanding order, order without liability. 8.5 8.4 Any discount or rebate provided for in the this AGREEMENT shall be accounted for exclusively on the basis of sales made to BUYER. 8.6 8.5 Notwithstanding any other provision in the this AGREEMENT or elsewhere to the contrary, SELLER shall have the unilateral right to pass levy surcharges on to BUYER all price of Products based on fuel, freight, energy and/or similar surchargescharges. 8.6 Should BUYER at any time any shipment is due under this AGREEMENT receive a bona fide offer from another domestic producer at a lower price on equivalent or substitutable material of equal quality, in like quantity as the shipment involved, BUYER shall first provide written proof (reasonably satisfactory to SELLER) of same and SELLER shall then either supply such shipment at the lower price, or (if applicable) permit BUYER to purchase the specified quantity elsewhere, and the quantity so purchased elsewhere will be deducted from the minimum QUANTITY that BUYER is required to purchase under this AGREEMENT, however, this AGREEMENT shall otherwise remain unaffected. Adjustments resulting from the SELLER’S having met a good-faith offer from another supplier will be made with BUYER within thirty (30) days. 8.7 All PRICES in the this AGREEMENT are exclusively for PRODUCTS PRODUCT(S) sold directly to BUYER or BUYER’S agent by SELLER. 8.8 SELLER shall retain a purchase money security interest in the PRODUCT(S) sold hereunder until all payments (including deferred payments, whether evidenced by notes or otherwise) shall have been received in full by SELLER and, if requested in writing to do so, BUYER agrees to do all acts necessary to perfect and maintain such security interest in SELLER. 8.9 SELLER shall not be required to provide any rebates or refunds of any kind otherwise due hereunder unless BUYER'S account is Current. “Current” shall be defined as when the sum of the average number of days outstanding (the number of days between each invoice date and each payment receipt date) for each month of the defined rebate or refund period divided by the number of months in the defined rebate or refund period is less than or equal to the Payment Terms, and shall also mean that no past due amounts exist at the time of the required rebate or refund payment. SELLER reserves the right to apply any rebate or refund otherwise due hereunder to the outstanding balance on BUYER'S account.

Prices / Payment Terms. 8.1 Unless otherwise stated herein, PAYMENT TERMS 1. All Supplies shall be Net 30 Days from made for the prices specified at the time when PBS has made an offer or confirmed an order. The price shall be negotiated by agreement, exclusive of value added tax (hereinafter referred to as “VAT”). VAT at the statutory rate as of the date of SELLER’S invoicetaxable supply shall be added to the price. Unless explicitly agreed otherwise, the price shall not include any costs of transport, postage, packaging etc. 2. If the price of materials, energy or components purchased increases by more than 5 % between the date when the Contract enters into force and the date of taxable supply, PBS is entitled to increase the price of the Subject of Performance adequately by an amount equal to the increase of the price of materials, energy or components purchased, in which case PBS is obliged to prove the resulting additional costs to the Buyer upon request. 3. The price of Supply shall mean the price FCA Velká Bíteš (INCOTERMS 2010), exclusive of VAT, duties, charges, costs and other similar payments and costs of transport and insurance. Where PBS has also committed itself to install, assemble or commission the Subject of Performance, the Buyer is also obliged to pay PBS, in addition to the agreed price for the installation, assembling or commissioning, any and all other costs effectively and demonstrably incurred in connection therewith. Unless the Parties agree otherwise, the Buyer is obliged to pay PBS the price based on an invoice that may be issued by PBS at any time after the conclusion of the Contract. All payments shall be made in U. S. dollars. All PRICES shown are exclusive of any applicable tax. Any tax that SELLER is required to collect pursuant by the Buyer by a wire transfer to the sale of PRODUCT(S) hereunder PBS’s bank account. Unless another due date is stated in the invoice, each invoice shall be in addition to the PRICE and shall be entirely for BUYER’S account. 8.2 If BUYER fails to pay any of the amounts due to SELLER by payable within sixty (60) 30 calendar days from the date of invoice, SELLER shall issue written notice to BUYER and at any time thereafter SELLER may suspend all PRODUCT deliveries without termination of this Agreement until all past due amounts and accrued interest have been paid to SELLER, following receipt of which SELLER shall use reasonable efforts to reinstate all PRODUCT deliveriesissue. SELLER may, in its sole discretion and without waiver of its rights hereunder allow BUYER additional time to make past due payments in lieu of suspension of PRODUCT deliveries. Without prejudice to the foregoing and notwithstanding same, if BUYER fails to pay any amount due SELLER within ninety (90) days from the date of invoice, SELLER may immediately terminate this Agreement and all deliveries of PRODUCT upon written notice to BUYER. 8.3 SELLER may revise the PRICE, PAYMENT TERMS or SHIPPING TERMS by written notice dispatched not less than thirty (30) days prior to the effective date of such change. Failure of BUYER to provide written objection to such change within fifteen (15) days of receipt of notice from SELLER The price shall be considered acceptance of such change. 8.4 If in paid at the sole judgment of SELLER, BUYER’S financial ability to perform hereunder moment when the sum is altered, SELLER reserves the right, among any other right or remedy, to change PAYMENT TERMS, require full or partial advance payment or to cancel any outstanding order, without liability. 8.5 Any discount or rebate provided for in the AGREEMENT shall be accounted for exclusively on the basis of sales made to BUYER. 8.6 Notwithstanding any other provision in the AGREEMENT or elsewhere credited to the contrary, SELLER PBS’s account. Each Party shall have pay its own respective bank charges. The Buyer may only set off unilaterally its outstanding receivables towards PBS against the unilateral right to pass on to BUYER all fuel, freight, energy and/or similar surcharges. 8.7 All PRICES in PBS’s receivables towards the AGREEMENT are exclusively for PRODUCTS sold directly to BUYER or BUYER’S agent by SELLER. 8.8 SELLER shall retain a purchase money security interest in Buyer provided that the PRODUCT(S) sold hereunder until all payments (including deferred payments, whether evidenced by notes or otherwise) shall have offset has been received in full by SELLER and, if requested approved in writing by PBS in advance. PBS may set off unilaterally any of its receivables towards the Buyer against any Buyer’s receivables towards PBS regardless of the legal relationship under which the claim arises. The Buyer agrees that PBS may also set off its receivables against such receivables that are not yet due or are time-barred. The Buyer may not assign or pledge any of its receivables against PBS to do so, BUYER agrees to do all acts necessary to perfect and maintain such security interest in SELLERa third party without the PBS’s prior written consent.