Common use of Prices Payments and Quantities Clause in Contracts

Prices Payments and Quantities. 2.1 Prices & Taxes. All prices are firm. No additional charges of any kind will be allowed unless specifically agreed in writing by Xxxxx in an Order revision pursuant to Section 6. Seller’s prices include all taxes, fees and/or duties applicable to the Products and/or Services, as well as Deliverables, purchased under this Order; provided, however, that any value-added tax (the “VAT”) and/or similar tax that is recoverable by Buyer 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 VAT and/or similar tax to Buyer, Seller shall ensure that such tax is invoiced to Buyer in accordance with applicable rules so as to allow Buyer to reclaim it from the appropriate government authority. If Buyer is required by applicable law 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. Seller shall be solely responsible for the payment of any and all taxes, duties, levies, charges, salaries, insurance premiums and contributions and any interest or penalties thereon, for which, in relation to the Order, Seller is responsible and liable (collectively the "Seller Payments") and to the maximum extent permitted by applicable laws, Buyer shall be entitled to withhold total or partial payment, with no penalties or interest, in the event Seller fails to provide proper evidence that it is in full compliance with the Seller Payments obligations. If required by applicable law, Seller shall establish and/or register an office, branch and/or division in the country where any part of the Order is to be performed, and/or to qualify as an organization legally operating and doing business in such country(ies), and for imposing a similar obligation upon any supplier, vendor, contractor, representative and/or agent of Seller of any kind and tier used to perform any Services or provide any Products or Deliverables hereunder (collectively, each a “Subcontractor”; Seller, its Subcontractors and its or their employees, representatives, agents and/or invitees of any kind shall be referred to collectively as the “Seller Group”).

Prices Payments and Quantities. 2.1 Prices & TaxesPrices. All prices are firmfirm and shall not be subject to change. No additional charges of any kind will be allowed unless specifically agreed in writing by Xxxxx in an Order revision pursuant to Section 6. SellerSupplier’s prices include price includes all taxes, fees and/or duties applicable to the Products goods and/or Services, as well as Deliverables, services purchased under this an Order; provided, however, that any value-value added tax (the “VAT”) and/or similar tax that is recoverable by Buyer will Buyer, state and local sales, use, excise and/or privilege taxes, if applicable, shall not be included in SellerSupplier’s price but will shall be separately identified on SellerSupplier’s invoice. If Seller Supplier is legally obligated by law to charge any VAT value added and/or similar tax to Buyertax, Seller Supplier shall ensure that such tax is invoiced to invoice Buyer in accordance with applicable rules so as to allow enable Buyer to reclaim it from such tax. Neither party is responsible for taxes on the appropriate government authorityother party’s income or the income of the other party’s personnel or subcontractors. If Buyer is legally required by applicable law to withhold taxes for which Seller Supplier is responsible, Buyer will shall deduct such withholding tax taxes from payment to Seller Supplier and provide to Seller Supplier a valid tax receipt in SellerSupplier’s name. Seller If Supplier is exempt from or eligible for a reduced rate of withholding tax, Supplier shall be solely responsible provide to Buyer a valid tax residency certificate or other required documentation at least thirty (30) days prior to payment being due. Supplier warrants the pricing for any goods or services shall not exceed the pricing for the payment same or comparable goods or services offered by Supplier to third parties. Supplier shall promptly inform Buyer of any lower pricing levels for same or comparable goods or services, and all taxes, duties, levies, charges, salaries, insurance premiums and contributions and the parties shall promptly make the appropriate price adjustment. If during the Term Buyer or any interest or penalties thereon, for which, in relation of its Affiliates can purchase goods and/or services of like quality from another supplier at a total delivered cost to the Order, Seller facility of Buyer or the applicable Affiliate that is responsible and liable (collectively lower than the "Seller Payments") and to total delivered cost of the maximum extent permitted by applicable lawsgoods and/or services purchased under the Agreement from Supplier, Buyer may notify Supplier of such total delivered cost and Supplier shall be entitled have an opportunity to withhold reduce the total or partial payment, with no penalties or interest, in delivered cost of the event Seller fails to provide proper evidence applicable goods and/or services purchased hereunder within thirty (30) days so that it is in full compliance with the Seller Payments obligationssame or lower than the total delivered cost of the other supplier. If required by Supplier timely fails to or cannot legally do so within the thirty (30) day time period described above, Buyer may (i) purchase the applicable lawgoods and/or services from such other supplier (in which case the obligations (including, Seller shall establish but not limited to, any purchase and sale requirements and/or register an officecommitments, branch and/or division in the country where any part if any) of the Order is to be performed, and/or to qualify as an organization legally operating Buyer and doing business in such country(ies), and for imposing a similar obligation upon any supplier, vendor, contractor, representative and/or agent of Seller of any kind and tier used to perform any Services or provide any Products or Deliverables Supplier hereunder (collectively, each a “Subcontractor”; Seller, its Subcontractors and its or their employees, representatives, agents and/or invitees of any kind shall be referred to collectively as the “Seller Group”reduced accordingly); or (ii) terminate this Agreement without any penalty, liability or further obligation.