Product Cost. The Product cost will be reviewed quarterly by the parties. Any changes and timing of changes shall be agreed by the parties, in writing, and such agreement not to be unreasonably withheld or delayed. In the event the parties do not agree to a revised cost, the cost will remain unchanged from the prior quarter. Cost reductions as identified in Section 3.3 will be reviewed, and implemented, during the quarterly review.
Product Cost. (i) Eagle will send an invoice for the Product Cost by unit type for the AG Product on the date such AG Product is shipped to Sandoz or its designee. Payment will be due from Sandoz within [*] of the end of each calendar month in accordance with Section 5.2. Solely for the Launch Quantity, Sandoz shall pay Eagle, (A) upon the Effective Date, a Refundable milestone payment in an amount equal to [*] of the Launch Quantity purchase order, and (B) the remaining [*] of the Launch Quantity purchase order shall be paid to Eagle by Sandoz within [*] days of Sandoz’s receipt of the corresponding invoice.
(ii) In the event Net Sales, on a per-unit basis with respect to each unit of AG Product or Sandoz Product sold by Sandoz, falls below [*] of the Product Cost (for each unit type separately) per customer for any period, as evidenced by written records, Sandoz will promptly inform Eagle of such event.
Product Cost. The calculation and elements of Product Cost shall be consistent with the historical product cost allocation used between GE Aviation and BHGE. For clarity, Product Cost does not include any internal GE Aviation profit or xxxx-up.
Product Cost. Purchaser shall pay Supplier the Rack Price, as hereinafter defined, for its purchases of the Product, plus (i) all applicable taxes, fees and governmental surcharges, and (ii) four and one-half cents ($0.045) per gallon. The term “Rack Price” shall mean the posted rack price of the branded fuel supplier or unbranded seller of such Product, as applicable, in effect at the terminal of origin for its wholesalers as of the time and date of delivery to Purchaser. Purchaser shall retain and be entitled to (x) any prompt payment discounts and (y) all other discounts or rebates for all Stations, as offered by the branded fuel supplier (or any unbranded supplier) and earned by Supplier or any other discounts allowed by law and Supplier shall make its payments to its suppliers in a manner that maximizes such discounts and rebates; it being understood that Purchaser’s ability to receive such discounts and rebates was material in Purchaser’s agreement to agree to the payment terms herein. All prices charged by Supplier are subject to the provisions of applicable law. It is agreed that any duty, tax, fee or other charge which Supplier may be required to collect or pay under any municipal, state, federal or other laws now in effect or hereafter enacted with respect to the production, manufacture, inspection, transportation, storage, sale, delivery or use of the Product covered by this Agreement shall be added to the prices to be paid by Purchaser for Product purchased hereunder.
Product Cost. Product cost shall mean the total cost to manufacture, assemble, and prepare each product for market. Such cost shall include, but not be limited to, costs of encapsulating, bottling and blending the raw materials, costs of packaging and the other direct and actual costs to NUTRA of manufacturing, assembling, and preparing the Products for market. Product Cost shall be determined as of the date of the applicable purchase order for the Product. The Product Cost for SRB shall be the lowest wholesale price at which the SRB is commercially sold by NUTRA at any place in the United States of America.
Product Cost. The purchase price for the Products and other terms and conditions of sale shall be as set forth in the applicable BBRG. The Purchaser shall make payment to the Company as outlined in the BBRG. The Company may grant, modify, or revoke credit in the Company's sole discretion. Also, in its sole discretion, the Company may modify the purchase price for the Products or the time or manner of payment and/or invoicing procedures in accordance with policies and procedures announced periodically or as contained in the general policies and procedures as outlined in the BBRG. Delinquent payments shall be subject to a service charge, of the lesser of one and one-half percent (1-1/2%) or the highest applicable legal rate allowed, on the delinquent amount due per month, until paid. Should the Purchaser become delinquent in any payment due the Company or its affiliates, the Company may in its sole discretion (with or without notice) suspend acceptance of orders from, or shipments to, the Purchaser.
Product Cost. Purchaser shall pay Supplier the Rack Price, as hereinafter defined, for its purchases of the Product, plus (i) all applicable taxes, fees and governmental surcharges, and (ii) four and one-half cents ($0.045) per gallon. The term “Rack Price” shall mean the posted rack price of the branded fuel supplier or unbranded seller of such Product, as applicable, in effect at the terminal of origin for its wholesalers as of the time and date of delivery to Purchaser; provided that in the case of Product purchased from Road Ranger, L.L.C., the “Rack Price” shall mean the “Gasoline Cost” or “Bio Cost,” as each such term is defined in that certain Road Ranger Fuel Supply Agreement between Purchaser and Road Ranger, L.L.C., dated as of [ ], as of the time and date of delivery to Purchaser. Purchaser shall retain and be entitled to (x) any prompt payment discounts and (y) all other discounts or rebates for all Stations, as offered by the branded fuel supplier (or any unbranded supplier) and earned by Supplier or any other discounts allowed by law and Supplier shall make its payments to its suppliers in a manner that maximizes such discounts and rebates; it being understood that Purchaser’s ability to receive such discounts and rebates was material in Purchaser’s agreement to agree to the payment terms herein. All prices charged by Supplier are subject to the provisions of applicable law. It is agreed that any duty, tax, fee or other charge which Supplier may be required to collect or pay under any municipal, state, federal or other laws now in effect or hereafter enacted with respect to the production, manufacture, inspection, transportation, storage, sale, delivery or use of the Product covered by this Agreement shall be added to the prices to be paid by Purchaser for Product purchased hereunder.
Product Cost. A. Cost shall represent the cost of the Products as defined in the Definitions section of this Agreement, unless otherwise agreed to in writing. The initial Cost of the Products shall be provided to Rainforest by Supplier using Rainforest’s standardized on-boarding forms. Any subsequent Cost changes must be made by following the Rainforest’s published price change procedures.
B. The Cost of each of the Products shall not exceed the lowest delivered price charged by Supplier to any of the Excluded Distributors. The price charged by Supplier to any of its Excluded Distributors shall be adjusted for any accruals, rebates, freight allowances or other price reductions regardless of the manner in which such price reduction is conveyed.
a. For the purpose of establishing the lowest delivered price charged by Supplier to any of the Excluded Distributors: If Supplier offers FOB pricing to an Excluded Distributor rather than delivered pricing, Supplier and Rainforest shall mutually agree upon the equivalent delivered price of each Product being sold by Supplier to the Excluded Distributor with FOB pricing. The Parties acknowledge that the freight rates of the Excluded Distributors change with market conditions and that Parties agree to re-evaluate the equivalent delivered price of each Product being sold as market conditions warrant.
b. Supplier agrees that it will not employ the use of marketing funds, sales allowances, product demonstration funds, price promotions, free goods, slotting dollars, advertising dollars, credit for out-of-code and spoiled product, product spoilage allowances, accruals, rebates, coupons, or other marketing and sales incentives as a means of circumventing the obligations of this Section 6B. If Supplier offers any such marketing and/or sales devices to an Excluded Distributor (or directly to an account serviced by an Excluded Distributor), Supplier shall offer an identical marketing and/or sales device to Rainforest.
C. In consideration for the distribution and other services provided by Rainforest, Rainforest shall be entitled to a [*] (the “Service Fee”) on all amounts invoiced by Supplier to Rainforest for the Products. The accounting of the Service Fee shall be initiated, via separate credit memo (one credit memo for each Supplier invoice), by Rainforest and issued to Supplier. The Service Fee shall not be included when evaluating Rainforest’s Cost of the Products under the provisions of Section 6B. Further, the Service Fee is not inte...
Product Cost. The calculation and elements of Product Cost shall be consistent with the historical cost elements used between GE Aerospace and BH and GE Vernova, as set forth in Schedule 14. For clarity, (i) Product Cost does not include any RSP Materials costs or internal GE Aerospace profit or mark-up and (ii) any Product Costs which are not directly attributable to GE Aerospace’s aeroderivative product line (excluding its Marine product line) shall only be included in the Product Cost on a pro rata basis based on the amount attributable to such aeroderivative product line (excluding such Marine product line). For the avoidance of doubt, in no event shall any escalation in accordance with Section 7.03(d)(iv) be considered for purposes of determining the Product Cost.
Product Cost. A) The procedures for determining the cost of the Products are described in the Master Agreement.
B) The conversion costs for the Products are set forth on Exhibit VI-M. By October 1 of each year, Hershey shall advise Callebaut of the Annual Estimate of Products. Callebaut will utilize the conversion cost applicable to the volumes in the Annual Estimate and conversion cost tier in its cost to Hershey for the following calendar year after taking into consideration the available Global Volume Increment, if any. At the conclusion of each of the calendar years during the Term, should actual volume differ from the Annual Estimate and fall into a conversion cost tier other than the one charged, Hershey will be debited or credited the difference in total annual conversion costs with cash settlement in accordance with the terms of the Master Agreement, or the Parties can mutually agree to roll over the variance for inclusion in the cost base to be invoiced to Hershey by Callebaut for Products purchased in the next calendar year.
C) The initial Annual Estimate provided at the date of this Agreement indicates that the total weighted average Product fineness for Monterrey is as shown on Exhibit VII-M. Should the actual average fineness for any given calendar year fall outside the Base Range set forth in Exhibit VII-M, the change in fineness charge shown on Exhibit VII-M will apply as appropriate to the total volume of Product purchases for such calendar year. Hershey will be debited or credited the difference in fineness on an annual basis with cash settlement in accordance with the terms of the Master Agreement, or the Parties can mutually agree to roll over the difference in fineness for inclusion in the cost base to be invoiced to Hershey by Callebaut for Products purchased in the next calendar year.
