Common use of Pricing and Payment Terms Clause in Contracts

Pricing and Payment Terms. 4.1 Company shall pay to the Manufacturer the price/cost for each of the Products (the “Price”) as set forth on Schedule 1 attached hereto. 4.2 The parties acknowledge and agree that the Price: (i) includes all costs associated with the manufacture of the Products and delivery of the Products FOB the Delivery Location, including without limitation, Manufacturer’s delivered cost (without internal xxxx-up) of ingredients and packaging materials, including, the Packing Materials, infrastructure costs (without internal markup), including any processing equipment maintenance fees, labor, overhead, ingredients and packaging materials purchasing services, warehousing of ingredients and packaging material, warehousing of finished product, any Philippines customs and duty charges, the cost of delivery of the final product to the Delivery Location, the cost of loading the Products into Company’s designated truck at the Delivery Location, and Manufacturer’s profit; and (ii) excludes US and other countries customs and tax payments before delivery to the Company, and transportation from the Delivery Location to the Company’s warehouse, which shall be Company arranged. 4.3 The initial Price, as set forth on Schedule 1, may not be modified or amended until the [***] anniversary of the Initial Production Date, except in cases of extra-ordinary raw material price and foreign exchange fluctuations or other similar events, during which the parties shall discuss and mutually agree on remedies including the possible passing on of cost increases. The Price shall be reviewed annually and any adjustments to the Price shall be based solely upon demonstrable changes in Manufacturer’s cost of goods sold; provided, however, that adjustments to the Price shall be subject to the prior written approval of the Parties, which approval shall not be unreasonably withheld. 4.4 All Prices shall be in US Dollars. 4.5 For each of the shipments in the first six (6) months following the first production, the Company shall pay for the Products on a Stand-By Letter of Credit basis. After six (6) months, the Company shall pay for the Products within [***] days from FOB of the Delivery Location 4.6 The parties acknowledge and agree that the Price set forth in Schedule 1 is the Price of the “100% Pure Coconut Water” Products with [***] (or such other level as hereinafter determined by the Company and included in the Specifications from time to time). The parties agree that if Company requests that Manufacturer produce the Company’s “Flavored Coconut Water” Products, the “Price” for such Products shall be [***] to be agreed upon by both parties. In the event Company elects to supply the additional ingredients at its cost, Manufacturer shall charge [***] to be agreed upon by both parties.

Pricing and Payment Terms. 4.1 9.1 Company shall pay to the Manufacturer the price/cost for each of the Products (the “Price”) as set forth on Schedule 1 attached hereto. 4.2 The parties acknowledge and agree that the Price: (i) includes all costs associated with the manufacture of the Products and delivery of the Products FOB the Delivery Location, including without limitation, Manufacturer’s delivered cost (without internal xxxx-up) of ingredients and packaging materials, including, the Packing Materials, infrastructure costs (without internal markup), including any processing equipment maintenance fees, labor, overhead, ingredients and packaging materials purchasing services, warehousing of ingredients and packaging material, warehousing of finished product, any Philippines customs and duty charges, the cost of delivery of the final product to the Delivery Location, the cost of loading the Products into Company’s designated truck at the Delivery Location, and Manufacturer’s profit; and (ii) excludes US and other countries customs and tax payments before delivery to the Company, and transportation from the Delivery Location to the Company’s warehouse, which shall be Company arranged. 4.3 The initial Price, as set forth on Schedule 1, may not be modified or amended until the [***] anniversary of the Initial Production Date, except in cases of extra-ordinary raw material price and foreign exchange fluctuations or other similar events, during which the parties shall discuss and mutually agree on remedies including the possible passing on of cost increases. The Price shall be reviewed annually and any adjustments to the Price shall be based solely upon demonstrable changes in Manufacturer’s cost of goods sold; provided, however, that adjustments to the Price shall be subject to the prior written approval of the Parties, which approval shall not be unreasonably withheld. 4.4 All Prices shall be in US Dollars. 4.5 For each of the shipments in the first six (6) months following the first production, the Company shall pay for the Products on a Stand-By Letter of Credit basis. After six (6) months, the Company shall pay for the Products within [***] days from FOB of the Delivery Location 4.6 The parties acknowledge and agree that the Price set forth in Table 1 of Schedule 1 is the Price of the “100% Pure Coconut Water” Products with [***] (or such other level as hereinafter determined by the Company and included in the Specifications from time to time)Products. The parties agree that if Company requests that Manufacturer shall produce the Company’s “Flavored Coconut Water” Products, and the “Price” for such Products shall be the Price of the “Pure Coconut Water” Products plus Manufacturer’s out-of-pocket cost of the additional ingredients (i.e. pineapple concentrate, mango puree, etc.) necessary to create the “Flavored Coconut Water” Products (the “Flavor Ingredients”). It is understood that out-of-pocket costs shall include not only the purchase price of the additional ingredients but also [***] to be agreed upon by both parties. In the event Company elects to supply the additional ingredients at its cost, Manufacturer shall charge only the “Pure Coconut Water” product price for the “Flavored Coconut Water” products plus only the additional out-of-pocket costs related to [***]. 9.2 The Price includes all costs associated with the manufacture of the Products, including without limitation, Manufacturer’s portion (i.e. [***]) of any potential Packing Line lease payments to Tetra Pak with respect to the initial 5 year lease term, Manufacturer’s delivered cost of ingredients and packaging materials, labor, overhead, ingredient and packaging materials, purchasing services, warehousing of ingredients and packaging material, warehousing of finished product, any Philippine customs charges, and the cost of delivery of the final product to Manufacturer’s Port, and the cost of loading the Products into Company’s designated ocean-going vessels. 9.3 The Price excludes US and other countries customs and tax payments before delivery to the Company, and Ocean Freight from Manufacturer’s Port to the Company’s various ports of destination, which shall be Company arranged. 9.4 Following each shipment, the Manufacturer shall invoice the Company for the amount calculated in accordance with the following formula: Price of the Product Less Installment Payment Per Liter as provided in Section 3.1. 9.5 The initial Price may not be modified or amended until December 31, 2011, provided that: (i) any increase above [***] in the cost of packaging materials supplied by Tetra Pak as provided in Schedule 4; (ii) any increase above [***] in the cost of carton as provided in Schedule 4; (iii) any increase above [***] in the cost of the Flavor Ingredients as provided for in Schedule 4, (iv) any increase above [***] in Tetra Pak’s Preventive Maintenance Agreement fee, as provided in Schedule 4, and (v) any increase due to change by the Company of product specifications, shall be agreed upon by both partiesfor the Company’s account. Thereafter, the Price shall be reviewed annually. 9.6 After December 31, 2011, the Price may be adjusted accordingly in case of any demonstrable cost increases; provided, however, adjustments to the Price shall be subject to mutual approval of the Parties, which approval shall not be unreasonably withheld. 9.7 All Prices shall be in US Dollars. 9.8 Company shall pay for the Products within [***] days FOB Manufacturer’s Port.

Pricing and Payment Terms. 4.1 The Company shall pay to the Manufacturer the price/cost for each of the Products (the “Price”) as set forth on Schedule 1 attached hereto. 4.2 The parties Parties acknowledge and agree that the Price: (i) includes all costs associated with the manufacture of the Products and delivery of the Products FOB the Delivery Location[***], including without limitation, the Manufacturer’s delivered cost (without internal xxxxmark-up) of ingredients and Packaging Materials, including the packaging materials, including, the Packing Materials, infrastructure costs (without internal markup), including any processing equipment maintenance fees, labor, overhead, ingredients and packaging materials Exhibit 10.2 purchasing services, warehousing of ingredients and packaging material, warehousing of finished productProducts, any Philippines customs and duty charges, the cost of delivery of the final product Products to the Delivery Location, the cost of loading the Products into Company’s designated truck at the Delivery Location, and the Manufacturer’s profit; and (ii) excludes US United States and other countries customs and tax payments before delivery to the Company, and transportation from the Delivery Location to the Company’s warehouse, which shall be Company Company-arranged. 4.3 The Company and Century Pacific Agricultural Ventures, Inc. entered into a Manufacturing and Purchasing Agreement, dated September 17, 2012, as amended (the “CPAVI Agreement”). The Parties agree that the initial PricePrice shall be the same as the price set forth in the CPAVI Agreement, including an additional surcharge amount, as set forth on Schedule 1, may not be modified or amended until the [***] anniversary of the Initial Production Datedate, except in cases of extra-ordinary raw material price and foreign exchange fluctuations or other similar events, during which the parties shall discuss and mutually agree on remedies including the possible passing on of cost increasesincreases or decreases. The Price price shall be reviewed annually and any adjustments to the Price shall be based solely upon demonstrable changes in Manufacturer’s cost of goods sold; provided, however, that adjustments to the Price shall be subject to the prior written approval of the Partiesparties, which approval shall not be unreasonably withheld. 4.4 All Prices shall be in US Dollars. 4.5 For each Company has committed to funding a maximum of the shipments in the first six (6) months following the first production, the Company shall pay for the Products on a Stand-By Letter of Credit basis. After six (6) months, the Company shall pay for the Products within [***] days from FOB of the Delivery Location 4.6 The parties acknowledge and agree that the Price set forth in Schedule 1 is the Price of the “100% Pure Coconut Water” Products with [***] (or such other level as hereinafter determined by the Company and included “Investment”) in connection to this Agreement. Should the Specifications from time Manufacturer be able to time). The parties agree that if Company requests that Manufacturer produce reduce the Company’s “Flavored Coconut Water” Productstotal cost of the Investment, the “Price” for such Products shall surcharge will be adjusted accordingly on a pro-rata basis as follows: 4.4.1 percentage reduction over the total investment cost x the total surcharge value of [***] to be agreed upon by both parties. In the event Company elects to supply the additional ingredients at its cost, Manufacturer shall charge based on a [***] target mix between [***] and [***] Products. 4.4.2 The Company reserves the right to be agreed upon by both parties.continue paying the surcharge if the actual volume exceeds the best effort volumes per year indicated in Section 2.6