Common use of Prices / Payment Terms Clause in Contracts

Prices / Payment Terms. 3.1 The initial price schedule for the Products is set forth on Schedule 3, and is *Confidential portions omitted and filed separately with the Commission. exclusive of the costs of the Product Packaging, which will be provided by BBC. The price for any Product includes Nellson's cost of (i) inserting the Products into the Product Packaging, and (ii) usual domestic packing of good quality. The parties agree that such usual domestic packing includes, without limitation, putting shrink wrap on individual boxes of the Products, placing such individual boxes in corrugated cardboard containers with shipping labels attached, and putting such containers on pallets. Any other special packing, boxing, crating, or cartage which is required by BBC will be for BBC's account unless specifically agreed to in writing between the parties. 3.2 Nellson will have the right to adjust the prices to be paid for the Products hereunder by providing to BBC a notice of such a price adjustment not less than seventy-five (75) days prior to the proposed effective date of such price adjustment. Any such price adjustment will be made only if required by the aggregate effect of (i) actual changes in the cost of labor and variable overhead; and (ii) actual changes in the cost of the ingredients utilized in the Products. A price adjustment will be proposed only if the aggregate effect of the foregoing changes is greater than or equal to a five percent (5%) increase over the previous base used for pricing for ingredients, labor and variable overhead. The basis to be used for the price adjustment will be a combination of: (i) the new actual cost of labor and variable overhead per Bar; and (ii) the new actual cost of ingredients per Bar. The new adjusted price per Bar will be not greater than the new actual combined cost per Bar multiplied by a fraction, the numerator of which is the previous price per Bar, and the denominator of which is the prior combined cost per Bar. Nellson will provide BBC with documentary evidence of the changes in such factors together with the notice of the price adjustment. Should BBC reject the proposed price adjustment, then Nellson may cease production of the item concerned, or, if requested by BBC, reformulate the item with the approval of BBC to meet the requirements of economic manufacturing. In the event of a significant reduction (at least 5%) in either of the two factors listed above, Nellson will promptly notify BBC of such reduction, and the parties agree to implement an equitable price reduction as negotiated in good faith by the parties. 3.3 Payment terms will be [ * ] after the date of Nellson's invoice. Such invoice will be dated on or after the earlier of (i) the date the relevant Products were shipped in accordance with Section 2.5, and (ii) the date that is one day after the productions of such Products. If BBC makes payment on an invoice within fifteen (15) days of its date, BBC may take a [ * ] discount from the payment amount on such invoice. Nellson will provide invoices to BBC by overnight delivery. Interest will accrue and be payable at a rate of 1% per month on any amounts not timely paid. 3.4 Nellson represents and warrants that the prices set forth herein do not and will not violate any federal, state, county or municipal law or regulation relative to price discrimination, price-fixing, or price stabilization. *Confidential portions omitted and filed separately with the Commission.

Prices / Payment Terms. 3.1 The initial price schedule for the Products is set forth on Schedule 3, and is *Confidential portions omitted and filed separately with the Commission. exclusive of the costs of the Product PackagingPackaging (as defined in Section 7), which will be provided by BBCBFI. The price for any Product includes NellsonBariatrix's cost of (i) inserting the Products into the Product Packaging, and (ii) usual domestic packing of good qualityquality so as to sustain (without damages) normal domestic air and/or motor freight transportation to point of delivery. The parties agree that such usual domestic packing includes, without limitation, putting shrink wrap on individual boxes of the ProductsProducts (or using an alternatively approved carton closure system), placing such individual boxes in corrugated cardboard containers with shipping labels attached, and putting such containers on pallets, including adequate pallet wrap. Any other special packing, boxing, crating, or cartage which is required by BBC BFI will be for BBCBFI's account unless specifically agreed to in writing between the parties. 3.2 Nellson Bariatrix will have the right to adjust the prices to be paid for the Products hereunder by providing to BBC BFI a notice of such a price adjustment not less than seventy-five ninety (7590) days prior to the proposed effective date of such price adjustment. Any such price adjustment will be made only if required by the aggregate effect of (i) actual changes in the cost of labor and variable overheadto Bariatrix; (ii) actual changes in the U.S./Canadian currency exchange rate; and (iiiii) actual changes in the cost of the ingredients utilized in the Products. A price adjustment will be proposed only if the aggregate effect of the foregoing changes is greater than or equal to a five percent (5%) increase over the previous base used for pricing for ingredients, labor and variable overhead. The basis to be used for the price adjustment will be a combination of: (i) the new actual cost of labor and variable overhead per Bar; and (ii) the new actual cost of ingredients per Bar. The new adjusted price per Bar will be not greater than the new actual combined cost per Bar multiplied by a fraction, the numerator of which is the previous price per Bar, and the denominator of which is the prior combined cost per Bar. Nellson Bariatrix will provide BBC BFI with documentary evidence of the changes in such factors together with the notice of the price adjustment. Any proposed price increase will not exceed, on a percentage basis, the increase in the weighted average (as set forth below) of these three factors since *Confidential portions omitted and filed separately with the Commission. the date of the last price adjustment. The three factors shall be weighted based upon their respective percentage contributions to the cost of the relevant Product over the immediately preceding twelve months. Should BBC BFI reject the proposed price adjustment, then Nellson Bariatrix may cease production of the item concerned, or, if requested by BBCBFI, reformulate the item with the approval of BBC BFI to meet the requirements of economic manufacturing. Bariatrix agrees that it will not increase the prices set forth on Schedule 3 at any time prior to May 31, 1998, unless it has experienced unforeseen and material increases in the three factors listed above. In the event of a significant reduction (at least 5%) in either any of the two three factors listed above, Nellson Bariatrix will promptly notify BBC BFI of such reduction, and the parties agree to implement an equitable price reduction as negotiated in good faith by the parties. 3.3 Payment terms will be [ * ] after the date of NellsonBariatrix's invoice. Such invoice will be dated on or after the no earlier of (i) than the date of the relevant delivery of the ordered Products were shipped as specified in accordance with Section 2.5, and (ii) the date that is one day after the productions of such Products5. 1. If BBC BFI makes payment on an invoice within fifteen ten (1510) days of its date, BBC BFI may take a [ * ] discount from the payment amount on such invoice, provided that no other invoices to BFI are then overdue. Nellson Bariatrix will provide invoices to BBC BFI by overnight delivery. Interest will accrue and be payable at a rate of 1% per month on any amounts not timely paid. If BFI is more than fifteen (15) days late in the payment of any invoice, Bariatrix shall have the right to cease production of the Products, and any resulting delay in production or delivery shall be deemed the responsibility of BFI. The foregoing sentence shall not apply to any amount where the amount due is disputed in good faith by BFI, and BFI has paid in full the undisputed portion of the invoice. 3.4 Nellson Bariatrix represents and warrants that the prices set forth herein do not and will not violate any federal, state, county or municipal law or regulation relative to price discrimination, price-fixing, or price stabilization. *Confidential portions omitted and filed separately Without limiting the foregoing, Bariatrix will not communicate with any other supplier or potential supplier of Products to BFI with respect to the Commissionpricing of the Products.

Prices / Payment Terms. 3.1 The initial price schedule for the Products is set forth on Schedule 3, and is *Confidential portions omitted and filed separately with the Commission. exclusive of the costs of the Product Packaging, which will be provided by BBC. The price for any Product includes Nellson's cost of (i) inserting the Products into the Product Packaging, and (ii) usual domestic packing of good quality. The parties agree that such usual domestic packing includes, without limitation, putting shrink wrap on individual boxes of the Products, placing such individual boxes in corrugated cardboard containers with shipping labels attached, and putting such containers on pallets. Any other special packing, boxing, crating, or cartage which is required by BBC will be for BBC's account unless specifically agreed to in writing between the parties. 3.2 Nellson will have the right to adjust the prices to be paid for the Products hereunder by providing to BBC a notice of such a price adjustment not less than seventy-five (75) days prior to the proposed effective date of such price adjustment. Any such price adjustment will be made only if required by the aggregate effect of (i) actual changes in the cost of labor and variable overhead; and (ii) actual changes in the cost of the ingredients utilized in the Products. A price adjustment will be proposed only if the aggregate effect of the foregoing changes is greater than or equal to a five percent (5%) increase over the previous base used for pricing for ingredients, labor and variable overhead. The basis to be used for the price adjustment will be a combination of: (i) the new actual cost of labor and variable overhead per Bar; and (ii) the new actual cost of ingredients per Bar. The new adjusted price per Bar will be not greater than the new actual combined cost per Bar multiplied by a fraction, the numerator of which is the previous price per Bar, and the denominator of which is the prior combined cost per Bar. Nellson will provide BBC with documentary evidence of the changes in such factors together with the notice of the price adjustment. Should BBC reject the proposed price adjustment, then Nellson may cease production of the item concerned, or, if requested by BBC, reformulate the item with the approval of BBC to meet the requirements of economic manufacturing. In the event of a significant reduction (at least 5%) in either of the two factors listed above, Nellson will promptly notify BBC of such reduction, and the parties agree to implement an equitable price reduction as negotiated in good faith by the parties. 3.3 Payment terms will be [ * ] after the date of Nellson's invoice. Such invoice will be dated on or after the earlier of (i) the date the relevant Products were shipped in accordance with Section 2.525, and (ii) the date that is one day after the productions of such Products. If BBC makes payment on an invoice within fifteen (15) days of its date, BBC *Confidential portions omitted and filed separately with the Commission. may take a [ * ] discount from the payment amount on such invoice. Nellson will provide invoices to BBC by overnight delivery. Interest will accrue and be payable at a rate of 1% per month on any amounts not timely paid. 3.4 Nellson represents and warrants that the prices set forth herein do not and will not violate any federal, state, county or municipal law or regulation relative to price discrimination, price-fixing, or price stabilization. *Confidential portions omitted and filed separately with the Commission.

Prices / Payment Terms. 3.1 The initial price schedule for the Products is set forth on Schedule 3, and is *Confidential portions omitted and filed separately with the Commission. exclusive of the costs of the Product PackagingPackaging (as defined in Section 7), which will be provided by BBCBFI. The price for any Product includes NellsonBariatrix's cost of (i) inserting the Products into the Product Packaging, and (ii) usual domestic packing of good qualityquality so as to sustain (without damages) normal domestic air and/or motor freight transportation to point of delivery. The parties agree that such usual domestic packing includes, without limitation, putting shrink wrap on individual boxes of the ProductsProducts (or using an alternatively approved carton closure system), placing such individual boxes in corrugated cardboard containers with shipping labels attached, and putting such containers on pallets, including adequate pallet wrap. Any other special packing, boxing, crating, or cartage which is required by BBC BFI will be for BBCBFI's account unless specifically agreed to in writing between the parties. 3.2 Nellson Bariatrix will have the right to adjust the prices to be paid for the Products hereunder by providing to BBC BFI a notice of such a price adjustment not less than seventy-five ninety (7590) days prior to the proposed effective date of such price adjustment. Any such price adjustment will be made only if required by the aggregate effect of (i) actual changes in the cost of labor and variable overheadto Bariatrix; (ii) actual changes in the U.S./Canadian currency exchange rate; and (iiiii) actual changes in the cost of the ingredients utilized in the Products. A price adjustment will be proposed only if the aggregate effect of the foregoing changes is greater than or equal to a five percent (5%) increase over the previous base used for pricing for ingredients, labor and variable overhead. The basis to be used for the price adjustment will be a combination of: (i) the new actual cost of labor and variable overhead per Bar; and (ii) the new actual cost of ingredients per Bar. The new adjusted price per Bar will be not greater than the new actual combined cost per Bar multiplied by a fraction, the numerator of which is the previous price per Bar, and the denominator of which is the prior combined cost per Bar. Nellson Bariatrix will provide BBC BFI with documentary evidence of the changes in such factors together with the notice of the price adjustment. Any proposed price increase will not exceed, on a percentage basis, the increase in the weighted average (as set forth below) of these three factors since the date of the last price adjustment. The three factors shall be weighted based upon their respective percentage contributions to the cost of the relevant Product over the immediately preceding twelve months. Should BBC BFI reject the proposed price adjustment, then Nellson Bariatrix may cease production *Confidential portions omitted and filed separetely with the Commission. of the item concerned, or, if requested by BBCBFI, reformulate the item with the approval of BBC BFI to meet the requirements of economic manufacturing. Bariatrix agrees that it will not increase the prices set forth on Schedule 3 at any time prior to May 31, 1998, unless it has experienced unforeseen and material increases in the three factors listed above. In the event of a significant reduction (at least 5%) in either any of the two three factors listed above, Nellson Bariatrix will promptly notify BBC BFI of such reduction, and the parties agree to implement an equitable price reduction as negotiated in good faith by the parties. 3.3 Payment terms will be [ * ] after the date of NellsonBariatrix's invoice. Such invoice will be dated on or after the no earlier of (i) than the date of the relevant delivery of the ordered Products were shipped as specified in accordance with Section 2.5, and (ii) the date that is one day after the productions of such Products5. 1. If BBC BFI makes payment on an invoice within fifteen ten (1510) days of its date, BBC BFI may take a [ * ] discount from the payment amount on such invoice, provided that no other invoices to BFI are then overdue. Nellson Bariatrix will provide invoices to BBC BFI by overnight delivery. Interest will accrue and be payable at a rate of 1% per month on any amounts not timely paid. If BFI is more than fifteen (15) days late in the payment of any invoice, Bariatrix shall have the right to cease production of the Products, and any resulting delay in production or delivery shall be deemed the responsibility of BFI. The foregoing sentence shall not apply to any amount where the amount due is disputed in good faith by BFI, and BFI has paid in full the undisputed portion of the invoice. 3.4 Nellson Bariatrix represents and warrants that the prices set forth herein do not and will not violate any federal, state, county or municipal law or regulation relative to price discrimination, price-fixing, or price stabilization. *Confidential portions omitted and filed separately Without limiting the foregoing, Bariatrix will not communicate with any other supplier or potential supplier of Products to BFI with respect to the Commissionpricing of the Products.