Common use of Pricing Payment Clause in Contracts

Pricing Payment. As full consideration for the delivery of the Products and the assignment of rights to Customer as provided herein, Customer shall pay Supplier (i) the amount agreed upon and specified in the applicable Purchase Order, or (ii) Supplier's quoted price on date of shipment (for Products), whichever is lower. Supplier shall invoice Customer for all Products actually delivered. Unless otherwise specified in the Purchase Order, any taxes required by law to be included in the price, and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier's invoice. All personal property taxes assessable upon the Products prior to receipt by Customer of Products conforming to the Purchase Order shall be borne by Supplier. Supplier will receive no royalty or other remuneration on the production or distribution of any products developed by Customer or Supplier in connection with or based on the Products provided. Each invoice submitted by Supplier must be provided to Customer within ninety (90) days of delivery of Products and must reference the applicable Purchase Order, and Customer reserves the right to return all incorrect invoices. Customer will receive a two percent (2%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after delivery of the Products. Payment is made when Customer's cheque is mailed or electronically processed. Payment shall not constitute acceptance. If Customer gives Supplier reasonable proof that another supplier has offered to sell Customer a product of similar performance and quantity as the Products for a price which is less than the price of the Products, then Supplier shall, within fifteen (15) days after receiving such proof (a) reduce the price of the Products to meet the competitive price; or (b) allow Customer to purchase the product offered by the other supplier and adjust accordingly the obligations of Customer to purchase the Products hereunder accordingly, including crediting Customer as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as of the date such lower costs were first offered to such other customer. Within 30 days of the last day of each year within this contract term, Supplier’s financial officer will certify in writing that Supplier has strictly complied with these obligations during the period.

Pricing Payment. As full consideration for the performance of the Services, delivery of the Products Goods and the assignment of rights to Customer Xxxxx as provided herein, Customer Xxxxx shall pay Supplier Seller (i) the amount agreed upon and specified in the applicable Purchase OrderIncorporating Agreement, or (ii) SupplierSeller's quoted price on date of shipment (for ProductsGoods), or the date Services were started (for Services), whichever is lower. Supplier shall invoice Customer for all Products actually deliveredPayment terms are 2%30 Net 90 days from the date of invoice. Unless otherwise specified in the Purchase OrderIncorporating Agreement, any taxes required by law to be included in the price, and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on SupplierSeller's invoice. Seller may not increase prices without at least sixty (60) days prior written notice and written consent of Xxxxx. Payment is made when Xxxxx'x check is mailed or electronically processed. Payment shall not constitute acceptance. All personal property taxes assessable upon the Products Goods prior to receipt by Customer Xxxxx of Products Goods conforming to the Purchase Order Agreement shall be borne by SupplierSeller. Supplier will receive no royalty or other remuneration on the production or distribution of any products developed by Customer or Supplier in connection with or based on the Products providedSeller shall invoice Xxxxx for all Goods delivered and all Services actually performed. Each invoice submitted by Supplier Seller must be provided to Customer Xxxxx within ninety (90) days of completion of the Services or delivery of Products Goods and must reference the applicable Purchase OrderIncorporating Agreement, and Customer Xxxxx reserves the right to return all incorrect invoices. Customer Xxxxx will receive a two percent (2%) % discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after completion of the Services or delivery of the ProductsGoods. Payment is made when Customer's cheque is mailed or electronically processed. Payment Unless otherwise specified on the face of an Incorporating Agreement, Xxxxx shall not constitute acceptance. If Customer gives Supplier reasonable proof that another supplier has offered to sell Customer a product of similar performance and quantity as pay the Products for a price which is less than the price of the Products, then Supplier shall, invoiced amount within fifteen sixty (1560) days after receiving such proof (a) reduce receipt of a correct invoice. Seller will receive no royalty or other remuneration on the price production or distribution of any products developed by Xxxxx or Seller in connection with or based on the Products to meet the competitive price; Goods or (b) allow Customer to purchase the product offered by the other supplier and adjust accordingly the obligations of Customer to purchase the Products hereunder accordingly, including crediting Customer as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as of the date such lower costs were first offered to such other customer. Within 30 days of the last day of each year within this contract term, Supplier’s financial officer will certify in writing that Supplier has strictly complied with these obligations during the periodServices provided.

Pricing Payment. As full consideration for (a) Unless otherwise provided elsewhere in the delivery of the Products and the assignment of rights to Customer as provided hereinPurchase Agreement, Customer shall pay Supplier prices are: (i) the amount agreed upon and specified stated in the applicable Purchase Order, or U.S. dollars; (ii) Supplier's quoted price on date not subject to increase for the duration of shipment the Purchase Agreement, (for Productsiii) FOB, Seller’s Round Rock, TX assembly facility (INCOTERMS 2010), whichever . Buyer is lower. Supplier shall invoice Customer responsible for all Products actually deliveredfreight, insurance and related transportation costs from Seller’s facility in Round Rock, Texas to Buyer’s specified destination; and (iv) for a fully assembled vehicle meeting the Specifications prior to shipment. No extra charges of any kind will be allowed unless specifically agreed to by Buyer in writing. In the event of material industry cost changes in Product components and parts, Buyer agrees to work in good faith with Seller to mitigate such cost changes and/or share in material cost increases. (b) Unless prohibited by law, Seller will separately indicate on its invoices any taxes imposed on the sale or delivery of products or services. (c) Unless otherwise specified provided elsewhere in the Purchase OrderAgreement, Payment terms shall be [***]. (d) Seller warrants that it is selling at the lowest prices and upon the most favorable terms (including, without limitation, volume, quality and/or payment terms) that it offers any taxes required by law buyer for products or services of the same or similar quality to be included that provided for in the pricePurchase Agreement. If, and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier's invoice. All personal property taxes assessable upon during the Products prior to receipt by Customer term of Products conforming to the Purchase Order shall be borne by Supplier. Supplier will receive no royalty Agreement, Seller makes an offer to sell any such products or other remuneration on the production services to a third party at a lower price or distribution of any products developed by Customer upon one or Supplier in connection with or based on the Products provided. Each invoice submitted by Supplier must be provided to Customer within ninety (90) days of delivery of Products and must reference the applicable Purchase Order, and Customer reserves the right to return all incorrect invoices. Customer will receive a two percent (2%) discount of the invoiced amount for all invoices more terms that are submitted more than ninety (90) days after delivery of the Products. Payment is made when Customer's cheque is mailed or electronically processed. Payment shall not constitute acceptance. If Customer gives Supplier reasonable proof that another supplier has offered to sell Customer a product of similar performance and quantity as the Products for a price which is less favorable than the price or terms then applicable under the Purchase Agreement, then an equivalent reduction or modification of terms will apply to all products or services purchased thereafter for the balance of the Products, then Supplier shall, within fifteen (15) days after receiving such proof (a) reduce the price term of the Products to meet the competitive price; Purchase Agreement. (e) Buyer will be responsible for all sales, use, and similar taxes (excluding taxes based on or (b) allow Customer to purchase the product offered measured by the other supplier and adjust accordingly the obligations net Income, net worth or gross receipts of Customer to purchase the Products hereunder accordingly, including crediting Customer Seller) imposed as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as a result of the date sale of products or services. With notice to Seller, Buyer may pay such lower costs were first offered taxes directly to such other customerthe taxing authority where allowed by law. Within 30 days of Seller shall remit all taxes paid by Buyer to the last day of each year within this contract termappropriate taxing authority. Upon Buyer’s request, Supplier’s financial officer Seller will certify in writing provide written evidence that Supplier has strictly complied with these obligations during Seller is properly licensed to collect the periodtaxes paid by Buyer.

Pricing Payment. As full consideration for (a) Unless otherwise provided elsewhere in the delivery of Purchase Agreement including the Products and the assignment of rights to Customer as provided hereinpurchase order, Customer shall pay Supplier prices are: (i) stated in EURO; (ii) not subject to increase for the amount duration of the Purchase Agreement; and (iii) DAP – named place (INCOTERMS 2020) . No extra charges of any kind will be allowed unless specifically agreed to by Buyer in writing. (b) Unless prohibited by law, Seller will separately indicate on its invoices any taxes imposed on the sale or delivery of products or services. (c) Unless otherwise provided elsewhere in the Purchase Agreement, Payment terms shall be on the next scheduled twice-monthly payment date seventy-five (75) days following the date of Buyer's receipt of conforming invoice and related Deliverables. Buyer may, at its option, make payment by check, bank transfer payable to a designated EFT or wire address. (d) Seller warrants that it is selling at the lowest prices and upon the most favorable terms (including, without limitation, volume, quality and/or payment terms) that it offers any buyer for products or services of the same or similar quality to that provided for in the Purchase Agreement. If, during the term of the Purchase Agreement, Seller makes an offer to sell any such products or services to a third party at a lower price or upon one or more terms that are more favorable than the price or terms then applicable under the Purchase Agreement, then an equivalent reduction or modification of terms will apply to all products or services purchased thereafter for the balance of the term of the Purchase Agreement. (e) If at any time during the term of the Purchase Agreement: (i) a third party makes a competitive offer to sell products or services pursuant to one or more terms (including price, volume, quality and/or payment terms) that are more favorable to Buyer than the terms then in effect under the Purchase Agreement (the “Favorable Terms”), then Seller will meet, or notify Buyer that it will not meet, such Favorable Terms within fourteen (14) days of receipt of Buyer's notice thereof. Seller's failure to meet such Favorable Terms within such fourteen (14) day period shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies Buyer thereof. (ii) Buyer anticipates that it may receive a competitive offer from a third party to sell products or services on Favorable Terms through an internet web based trading platform (an “On-Line Offer”), and specified Seller is provided with a written invitation to participate in the applicable on-line event that may result in an On-Line Offer at least seven (7) days prior thereto, then Seller will meet, or not meet, the Favorable Terms of the On-Line Offer during the on-line event. Seller's failure to meet such Favorable Terms during the on-line event shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies Buyer thereof. If Buyer is obligated under the Purchase Order, Agreement to buy certain quantities of products or services from Seller and Seller does not meet the Favorable Terms as provided in clauses (i) or (ii) Supplier's quoted price above, Buyer will be released from its obligations to Seller, if any, with respect to any quantities of products or services available from the third party on date of shipment such Favorable Terms. (for Products), whichever is lower. Supplier shall invoice Customer f) Buyer will be responsible for all Products actually deliveredVAT, sales, use, and similar taxes (excluding taxes based on or measured by the net income, net worth or gross receipts of Seller) imposed as a result of the sale of products or services. Unless otherwise specified in With notice to Seller, Buyer may pay such taxes directly to the taxing authority where allowed by law. Seller shall remit all taxes paid by Buyer to the appropriate taxing authority. Upon Buyer's request, Seller will provide written evidence that Seller is properly licensed to collect the taxes paid by Buyer. (g) If the Purchase OrderAgreement obligates Buyer to buy a percentage of its product requirements from Seller, any taxes required by law to be included in the price, and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier's invoice. All personal property taxes assessable upon the Products prior to receipt by Customer reasonable amounts of Products conforming to the Purchase Order shall be borne by Supplier. Supplier will receive no royalty or other remuneration on the production or distribution of any products developed by Customer or Supplier in connection with or based on the Products provided. Each invoice submitted by Supplier must be provided to Customer within ninety (90) days of delivery of Products and must reference the applicable Purchase Order, and Customer reserves the right to return all incorrect invoices. Customer will receive product purchased from a two percent (2%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after delivery of the Products. Payment is made when Customer's cheque is mailed or electronically processed. Payment shall not constitute acceptance. If Customer gives Supplier reasonable proof that another third party supplier has offered to sell Customer a product of similar performance and quantity as the Products for a price which is less than the price of the Products, then Supplier shall, within fifteen (15) days after receiving such proof (a) reduce the price of the Products to meet the competitive price; or (b) allow Customer to purchase the product offered by the other supplier and adjust accordingly the obligations of Customer to purchase the Products hereunder accordingly, including crediting Customer as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price qualifying such products shall be deemed excluded from Buyer's requirements and can be used by Buyer for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as of the date such lower costs were first offered to such other customer. Within 30 days of the last day of each year within this contract term, Supplier’s financial officer will certify in writing that Supplier has strictly complied with these obligations during the periodcommercial production and sale.

Pricing Payment. As full consideration for (a) Unless otherwise provided elsewhere in the delivery of the Products and the assignment of rights to Customer as provided hereinPurchase Agreement, Customer shall pay Supplier prices are: (i) stated in U.S. dollars; (ii) not subject to increase for the amount duration of the Purchase Agreement; and (iii) FOB (INCOTERMS 2020) at a facility specified by Buyer. No extra charges of any kind will be allowed unless specifically agreed to by Xxxxx in writing. (b) Unless prohibited by law, Seller will separately indicate on its invoices any taxes imposed on the sale or delivery of products or services. (c) Unless otherwise provide elsewhere in the Purchase Agreement, Payment terms are 2% 30 days, net 45 days (US Suppliers), Net 60 (Foreign Suppliers) and shall be on the next scheduled payment at its option, make payment by check, bank transfer payable to a designated EFT or wire address. (d) Seller warrants that it is selling at the lowest prices and upon and specified the most favorable terms (including, without limitation, volume, quality and/or payment terms) that it offers any buyer for products or services of the same or similar quality to that provided for in the Purchase Agreement. If, during the term of the Purchase Agreement, Seller makes an offer to sell any such products or services to a third party at a lower price or upon one or more terms that are more favorable than the price or terms then applicable under the Purchase Agreement, then an equivalent reduction or modification of terms will apply to all products or services purchased thereafter for the balance of the term of the Purchase Agreement. (e) If at any time during the term of the Purchase Agreement: (i) a third party makes a competitive offer to sell products or services pursuant to one or more terms (including price, volume, quality and/or payment terms) that are more favorable to Buyer than the terms then in effect under the Purchase Agreement (t or notify Buyer that it will not meet, such Favorable Terms within fourteen (14) days of receipt of period shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies Buyer thereof. (ii) Buyer anticipates that it may receive a competitive offer from a third party to sell products or services on Favorable Terms thr - Seller is provided with a written invitation to participate in the applicable on-line event that may result in an On-Line Offer at least seven (7) days prior thereto, then Seller will meet, or not meet, the Favorable Terms of the On-Line Offer during the on- Terms during the on-line event shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies the Buyer thereof. If buyer is obligated under the Purchase Order, Agreement to buy certain quantities of products or services from Seller and Seller does not meet the Favorable Terms as provided in clauses (i) or (ii) Supplier's quoted price above, Buyer will be released from its obligations to Seller, if any, with respect to any quantities of products or services available from the third party on date of shipment such Favorable Terms. (for Products), whichever is lower. Supplier shall invoice Customer f) Buyer will be responsible for all Products actually delivered. Unless otherwise specified in the Purchase Ordersales, any taxes required by law to be included in the priceuse, and other charges similar taxes (excluding taxes based on or measured by net income, net worth or gross receipts of Seller) imposed as a result of the sale of products or services. With notice to Seller, Buyer may pay such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier's invoice. All personal property taxes assessable upon the Products prior to receipt by Customer of Products conforming directly to the Purchase Order taxing authority where allowed by law. Seller shall be borne remit all taxes paid by Supplier. Supplier Xxxxx to request, Seller will receive no royalty or other remuneration on provide written evidence that Seller is properly licensed to collect the production or distribution of any products developed taxes paid by Customer or Supplier in connection with or based on the Products provided. Each invoice submitted by Supplier must be provided to Customer within ninety (90) days of delivery of Products and must reference the applicable Purchase Order, and Customer reserves the right to return all incorrect invoices. Customer will receive a two percent (2%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after delivery of the Products. Payment is made when Customer's cheque is mailed or electronically processed. Payment shall not constitute acceptance. If Customer gives Supplier reasonable proof that another supplier has offered to sell Customer a product of similar performance and quantity as the Products for a price which is less than the price of the Products, then Supplier shall, within fifteen (15) days after receiving such proof (a) reduce the price of the Products to meet the competitive price; or (b) allow Customer to purchase the product offered by the other supplier and adjust accordingly the obligations of Customer to purchase the Products hereunder accordingly, including crediting Customer as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as of the date such lower costs were first offered to such other customer. Within 30 days of the last day of each year within this contract term, Supplier’s financial officer will certify in writing that Supplier has strictly complied with these obligations during the periodXxxxx.

Pricing Payment. As full consideration for (a) Unless otherwise provided elsewhere in the delivery of the Products and the assignment of rights to Customer as provided hereinPurchase Agreement, Customer shall pay Supplier prices are: (i) stated in U.S. dollars; (ii) not subject to increase for the amount duration of the Purchase Agreement; and (iii) DDP (INCOTERMS 2010) at a facility specified by Buyer. No extra charges of any kind will be allowed unless specifically agreed to by Xxxxx in writing. (b) Unless prohibited by law, Seller will separately indicate on its invoices any taxes imposed on the sale or delivery of products or services. (c) Unless otherwise provided elsewhere in the Purchase Agreement, payment terms shall be on the next scheduled twice-monthly payment date seventy-five (75) days following the date of Buyer's receipt of conforming invoice and related deliverables. Buyer may, at its option, make payment by check, bank transfer payable to a designated EFT or wire address. (d) Seller warrants that it is selling at the lowest prices and upon the most favorable terms (including, without limitation, volume, quality and/or payment terms) that it offers any buyer for products or services of the same or similar quality to that provided for in the Purchase Agreement. If, during the term of the Purchase Agreement, Seller makes an offer to sell any such products or services to a third party at a lower price or upon one or more terms that are more favorable than the price or terms then applicable under the Purchase Agreement, then an equivalent reduction or modification of terms will apply to all products or services purchased thereafter for the balance of the term of the Purchase Agreement. (e) If at any time during the term of the Purchase Agreement: (i) a third party makes a competitive offer to sell products or services pursuant to one or more terms (including price, volume, quality and/or payment terms) that are more favorable to Buyer than the terms then in effect under the Purchase Agreement (the “Favorable Terms”), then Seller will meet, or notify Buyer that it will not meet, such Favorable Terms within fourteen (14) days of receipt of Buyer's notice thereof. Seller's failure to meet such Favorable Terms within such fourteen (14) day period shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies Buyer thereof. (ii) Buyer anticipates that it may receive a competitive offer from a third party to sell products or services on Favorable Terms through an internet web based trading platform (an “On-Line Offer”), and specified Seller is provided with a written invitation to participate in the applicable on-line event that may result in an On- Line Offer at least seven (7) days prior thereto, then Seller will meet, or not meet, the Favorable Terms of the On-Line Offer during the on-line event. Seller's failure to meet such Favorable Terms during the on- line event shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies Buyer thereof. If Buyer is obligated under the Purchase Order, Agreement to buy certain quantities of products or services from Seller and Seller does not meet the Favorable Terms as provided in clauses (i) or (ii) Supplier's quoted price above, Buyer will be released from its obligations to Seller, if any, with respect to any quantities of products or services available from the third party on date of shipment such Favorable Terms. (for Products), whichever is lower. Supplier shall invoice Customer f) Buyer will be responsible for all Products actually deliveredsales, use, and similar taxes (excluding taxes based on or measured by the net income, net worth or gross receipts of Seller) imposed as a result of the sale of products or services. Unless otherwise specified in With notice to Seller, Buyer may pay such taxes directly to the taxing authority where allowed by law. Seller shall remit all taxes paid by Xxxxx to the appropriate taxing authority. Upon Xxxxx's request, Seller will provide written evidence that Seller is properly licensed to collect the taxes paid by Xxxxx. (g) If the Purchase OrderAgreement obligates Buyer to buy a percentage of its product requirements from Seller, any taxes required by law to be included in the price, and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier's invoice. All personal property taxes assessable upon the Products prior to receipt by Customer reasonable amounts of Products conforming to the Purchase Order shall be borne by Supplier. Supplier will receive no royalty or other remuneration on the production or distribution of any products developed by Customer or Supplier in connection with or based on the Products provided. Each invoice submitted by Supplier must be provided to Customer within ninety (90) days of delivery of Products and must reference the applicable Purchase Order, and Customer reserves the right to return all incorrect invoices. Customer will receive product purchased from a two percent (2%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after delivery of the Products. Payment is made when Customer's cheque is mailed or electronically processed. Payment shall not constitute acceptance. If Customer gives Supplier reasonable proof that another third party supplier has offered to sell Customer a product of similar performance and quantity as the Products for a price which is less than the price of the Products, then Supplier shall, within fifteen (15) days after receiving such proof (a) reduce the price of the Products to meet the competitive price; or (b) allow Customer to purchase the product offered by the other supplier and adjust accordingly the obligations of Customer to purchase the Products hereunder accordingly, including crediting Customer as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price qualifying such products shall be deemed excluded from Buyer's requirements and can be used by Buyer for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as of the date such lower costs were first offered to such other customer. Within 30 days of the last day of each year within this contract term, Supplier’s financial officer will certify in writing that Supplier has strictly complied with these obligations during the periodcommercial production and sale.

Pricing Payment. As full consideration for the delivery of the Products and the assignment of rights to Customer as provided herein, Customer shall pay Supplier (i) the amount agreed upon and specified in the applicable Purchase Order, or (ii) Supplier's quoted price on date of shipment (for Products), whichever is lower. Supplier shall invoice Customer for all Products actually delivered. Unless otherwise specified in the Purchase Order, any taxes required by law to be included in the price, and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier's invoice. All personal property taxes assessable upon the Products prior to receipt by Customer of Products conforming to the Purchase Order shall be borne by Supplier. Supplier will receive no royalty or other remuneration on the production or distribution of any products developed by Customer or Supplier in connection with or based on the Products provided. Each invoice submitted by Supplier must be provided to Customer within ninety (90) days of delivery of Products and must reference the applicable Purchase Order, and Customer reserves the right to return all incorrect invoices. Customer will receive a two percent (2%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after delivery of the Products. Payment is made when Customer's cheque check is mailed or electronically processed. Payment shall not constitute acceptance. If Customer gives Supplier reasonable proof that another supplier has offered to sell Customer a product of similar performance and quantity as the Products for a price which is less than the price of the Products, then Supplier shall, within fifteen (15) days after receiving such proof (a) reduce the price of the Products to meet the competitive price; or (b) allow Customer to purchase the product offered by the other supplier and adjust accordingly the obligations of Customer to purchase the Products hereunder accordingly, including crediting Customer as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as of the date such lower costs were first offered to such other customer. Within 30 days of the last day of each year within this contract term, Supplier’s financial officer will certify in writing that Supplier has strictly complied with these obligations during the period.