Common use of Purchase Price and Payment Terms Clause in Contracts

Purchase Price and Payment Terms. 5.1 Price list means a document prepared by the Seller which contains the price for an individual Goods in the Seller's offer specified as a unit price per unit, weight or volume (hereinafter referred to as also referred to as the "Price List"). The Seller shall have the right to unilaterally change the Price List with respect to the goods (to add a new type of goods or to narrow down a type of goods) or the price of the goods (price increase or decrease), in particular in the event of price changes on the part of suppliers Seller or for other operational reasons of the Seller. Seller's price list shall notify the Buyer via the B2B system and/or by email, whereby the Price List shall be deemed to have been received on the date of sending the email containing the Price List to the email address Buyer's email address and/or used by the Buyer. 5.2 The Buyer shall pay to the Seller the purchase price for the Goods delivered in the amount as set out in Price List, after taking into account the Buyer's individual discounts, which was last provided to the Buyer received as the current Price List prior to the Buyer's execution of the Order, or, if the Buyer specifies Goods in the Order the price of which is not set out in the Price List, the Buyer shall pay to the Seller the Purchase Price in an amount to be agreed between the parties following the execution of the Order by the Buyer (hereinafter also referred to as the "Purchase Price"). 5.3 The Buyer shall pay the Purchase Price to the Seller on the basis of an invoice issued by Seller, which the Seller shall send by e-mail in electronic form. In the event that Buyer requests, the invoice will be given to the Buyer upon delivery of the Goods or which the Seller delivered to the Buyer at a later date in person, by a postal undertaking (hereinafter referred to as "Invoice"), such delivery being subject to a charge of EUR 2.00 (in words: two Euro and zero Eurocents) excluding VAT for each paper invoice. Invoice must contain the particulars according to the special legislation; if, according to the Buyer the invoice does not comply with these requirements, the Buyer is obliged to return it to the Seller immediately after its delivery, whereupon the Seller shall promptly correct the Invoice and deliver it to the Buyer. The Buyer expressly agrees that an Invoice that is missing the signature and/or Seller's stamp shall meet all required requirements for the purpose of payment of the Invoice requirements and shall not be grounds for return of the Invoice or for failure to pay the Invoice in a proper and timely manner Invoice. The Buyer shall also inform the Seller of any changes necessary for proper invoicing, unless the Buyer notifies the Seller of the change prior to the time the Invoice is issued by the Seller, the Buyer may return the Invoice for correction but shall pay the Purchase Price within the time limit of the original Invoice (i.e., invoices with incorrect data). 5.4 The Buyer shall pay the Purchase Price to the Seller within the due date specified on Invoice. 5.5 The Buyer shall pay the Purchase Price to the Seller by transfer to the bank account the Seller's bank account indicated on the Invoice. The Purchase Price shall be deemed to have been paid on the date of crediting of funds in the amount of the Purchase Price to the Seller's bank account. 5.6 The Buyer shall acquire title to the Goods delivered upon full payment of the Purchase Price. 5.7 In the event that the Buyer is in default in payment of the invoice, the Seller shall be entitled to set off against the claim on such invoice any claims arising from it (the Seller) credit notes issued to the Buyer in full. If the Buyer and the Seller have claims against each other, they shall be extinguished by set-off to the extent that they are mutually covered, in particular if the Seller makes a unilateral set-off against the Buyer. Extinguishment shall take place when the claims meet.

Purchase Price and Payment Terms. 5.1 Price list means a document prepared by the Seller which contains the price for an individual Goods in the Seller's offer specified as a unit price per unit, weight or volume (hereinafter referred to as also referred to as the "Price List"). The Seller shall have the right to unilaterally change the Price List with respect to the goods (to add a new type of goods or to narrow down a type of goods) or the price of the goods (price increase or decrease), in particular in the event of price changes on the part of suppliers Seller or for other operational reasons of the Seller. Seller's price list shall notify the Buyer via the B2B system and/or by email, whereby the Price List shall be deemed to have been received on the date of sending the email containing the Price List to the email address Buyer's email address and/or used by the Buyer. 5.2 The Buyer shall pay to the Seller the purchase price for the Goods delivered in Mirror is 185 000 USD excl. VAT (hereinafter the amount as “Purchase Price”). 5.2 All the prices set out in Price List, after taking into account this Contract are exclusive of VAT paid in the Czech Republic which will be paid by the Buyer's individual discounts, which was last provided to the Buyer received as the current Price List prior to the Buyer's execution of the Order, or. The Seller, if applicable, is responsible for clearing the Mirror for export (export customs formalities and financial duties). The Buyer specifies Goods in is responsible for clearing the Order the price of which is not set out in the Price List, the Buyer shall pay to the Seller the Purchase Price in an amount to be agreed between the parties following the execution of the Order by the Buyer Mirror for import (hereinafter also referred to as the "Purchase Price"import customs formalities and financial duty if any). 5.3 The Buyer Purchase Price includes all the costs related to the performance of the subject of this Contract. The Purchase Price is the maximum permissible price. The Purchase Price is independent of the development of prices and currency exchange rates. 5.4 The Purchase Price shall pay be paid on the basis of tax documents – invoices, to the account of the Seller designated in the invoice. The Seller is entitled to invoice the Purchase Price as follows: 5.5 Invoices shall be payable within thirty (30) days from their delivery to the Buyer (hereinafter the "Maturity Period"). If the Seller indicates any shorter Maturity Period in an invoice such other period is deemed irrelevant and the period set out herein applies. Payment of the invoiced amount is considered executed on the date of its remitting to the Seller’s account. The tax documents – invoices shall have properties of a tax document according to applicable legal regulation. Furthermore, they have to include: Declaration that the invoiced performance is provided for the purposes of the "Advanced Research Using High Intensity Laser Produced Photons and Particles” project, reg. No. CZ.02.1.01/0.0/0.0/16_019/0000789; And must also be in conformity with any double taxation treaties applicable to the given case. The Buyer shall advice the Seller on the basis proper contents of an invoice issued by Seller, which the Seller invoices prior invoicment. 5.6 Invoices shall send by e-mail in electronic form. In the event that Buyer requests, the invoice will be given submitted to the Buyer upon delivery only in the electronic form on the email address: xxxxxxxx@xxx.xx 5.7 If the Seller performs the subject-matter hereof duly in line herewith without substantial breaches of the Goods or which Contract and if there are no obvious reasons for doubts on continuing of the due performance hereof by the Seller, by taking into account the overall approach of the Seller delivered to the Buyer at a later date in person, Contract performance (presented particularly by a postal undertaking (hereinafter referred to as "Invoice"due preparation for performance of follow-up activities), such delivery being subject to a charge of EUR 2.00 (in words: two Euro and zero Eurocents) excluding VAT for each paper invoice. Invoice must contain the particulars according to the special legislation; if, according to the Buyer the invoice does not comply with these requirements, the Buyer is obliged to return if it to the Seller immediately after its delivery, whereupon the Seller shall promptly correct the Invoice and deliver it to the Buyer. The Buyer expressly agrees that an Invoice that is missing the signature and/or Seller's stamp shall meet all required requirements for the purpose of payment of the Invoice requirements and shall not be grounds for return of the Invoice or for failure to pay the Invoice in a proper and timely manner Invoice. The Buyer shall also inform the Seller of any changes necessary for proper invoicing, unless the Buyer notifies the Seller of the change prior to the time the Invoice is issued might ease further performance hereof by the Seller, the Buyer may return reserves the Invoice for correction but shall pay right fully on its discretion to provide the Seller with the Purchase Price within instalments sooner than scheduled hereunder or in higher amount than stipulated herein (i.e. any instalments might be increased with proportional decreasing of subsequent instalments). If the time limit of the original Invoice (i.e.conditions stipulated above are met, invoices with incorrect data). 5.4 The Buyer shall pay the Purchase Price to the Seller within the due date specified on Invoice. 5.5 The Buyer shall pay the Purchase Price to the Seller by transfer to the bank account the Seller's bank account indicated on the Invoice. The Purchase Price shall be deemed to have been paid on the date of crediting of funds in the amount of the Purchase Price to the Seller's bank account. 5.6 The Buyer shall acquire title to the Goods delivered upon full payment of the Purchase Price. 5.7 In the event that the Buyer is entitled to modify the payment schedule stated herein anyhow in default in payment favour of the invoice, the Seller shall be entitled and to set off against the claim on such invoice provide it with any claims arising from it (the Seller) credit notes issued to the Buyer in full. If the Buyer and the Seller have claims against each other, they shall be extinguished by set-off to the extent that they are mutually covered, in particular if the Seller makes a unilateral set-off against the Buyer. Extinguishment shall take place when the claims meetprepayment.

Purchase Price and Payment Terms. 5.1 9.1 The components of the Purchase Price list means a document prepared by that constitute the Seller which contains the price for an individual Goods in the Seller's offer specified as a unit price per unit, weight or volume (hereinafter referred to as also referred to as the "Price List"). The Seller shall have the right to unilaterally change the Price List with respect to the goods (to add a new type of goods or to narrow down a type of goods) or the sale price of the goods Equipment, the licence charge/ s for the Supplied Software shall become due and payable on delivery of the Equipment to the Client or its agent. 9.2 The component of the Purchase Price that constitutes the fees for Installation/ Implementation, Ancillary Services and all other applicable charges shall become due and payable on the Acceptance Date. 9.3 The Client shall, subject to clauses 9.4, 9.5 and 9.7, pay to Business Connexion the amounts invoiced pursuant to clauses 9.1 and 9.2 within 30 (thirty) calendar days of date of Business Connexion's invoice, by direct transfer into the bank account advised by Business Connexion in writing from time to time. 9.4 The Purchase Price has been calculated on the basis that the Premises are within the Territory and Business Connexion may increase the Purchase Price with any additional cost occasioned by delivery outside of the Territory, if the Client so requires. 9.5 If a Supplier changes its prices of the Equipment prior to the expiry date of the Quotation, Business Connexion shall be entitled to submit an amended Quotation to the Client, based on such amended Supplier pricing. The submission of the aforementioned amended Quotation shall replace the original Quotation in its entirety and shall be submitted to the Client for consideration and acceptance. 9.6 The Client shall in addition to the Purchase Price be liable for VAT, all other taxes, rates, or governmental levies imposed in respect of the sale of the Equipment. 9.7 The price increase or decrease)as contained in the quotation shall become the Purchase Price unless: 9.7.1 the Client instructs Business Connexion, in particular writing, to purchase a forward exchange contract and the difference between the quotation rate of exchange and the forward cover contract rate of exchange will be used to calculate the Purchase Price. Such written instruction shall be given at the same time as the Client places an order with Business Connexion, or 9.7.2 the Client instructs Business Connexion in writing not to purchase a forward exchange contract in which event the Client shall bear the risk of exchange rate fluctuations in the event of price changes on the part of suppliers Seller or for other operational reasons of the Seller. Seller's price list purchase price, which Business Connexion shall notify the Buyer via the B2B system and/or by email, whereby the Price List shall be deemed to have been received recalculate on the date it pays its Supplier. Any such variance will result in a credit note or an additional invoice being processed. Such written instruction shall be given at the same time as the Client places an order with Business Connexion, or 9.7.2 Business Connexion provides an amended quotation within 7 (seven) Business days of sending date of receipt of the email containing the Price List Clients purchase order. 9.8 All payments in terms hereof shall be made in cash, in South African Rand, free of conditions, set-off, bank exchange, commission or any other deduction and neither Party may defer, adjust or withhold any payment lawfully due to the email address Buyer's email address and/or used by the Buyerother. 5.2 9.9 The Buyer shall amounts to be paid in terms of this Agreement do not include taxes, sales, excise, gross receipts and withholding taxes, universal service fund fee and any similar tax or any government imposed fees or surcharges which may be applicable thereto and the Client agrees to pay all such applicable taxes or fees, which will be invoiced to the Seller Client in accordance with the purchase price law where the Client is domiciled. The Client agrees to pay or reimburse Business Connexion for all such taxes, excluding tax on Business Connexion’s income. In respect of withholding tax, the Goods delivered in Client will pay such additional amounts as may be necessary, such that Business Connexion receives the amount as set out in Price Listit would have received had no withholding been imposed, after taking into account the Buyer's individual discounts, which was last provided to the Buyer received as the current Price List prior to the Buyer's execution of the Order, or, except if the Buyer specifies Goods in the Order the price Client provides Business Connexion with a valid withholding tax certificate within 30 (thirty) days of which is not set out in the Price List, the Buyer shall pay to the Seller the Purchase Price in an amount to be agreed between the parties following the execution of the Order by the Buyer (hereinafter also referred to as the "Purchase Price"). 5.3 The Buyer shall pay the Purchase Price to the Seller on the basis of an invoice issued by Seller, which the Seller shall send by e-mail in electronic form. In the event that Buyer requests, the invoice will be given to the Buyer upon delivery of the Goods or which the Seller delivered to the Buyer at a later date in person, by a postal undertaking (hereinafter referred to as "Invoice"), such delivery being subject to a charge of EUR 2.00 (in words: two Euro and zero Eurocents) excluding VAT for each paper invoice. Invoice must contain the particulars according to the special legislation; if, according to the Buyer the invoice does not comply with these requirements, the Buyer is obliged to return it to the Seller immediately after its delivery, whereupon the Seller shall promptly correct the Invoice and deliver it to the Buyer. The Buyer expressly agrees that an Invoice that is missing the signature and/or Seller's stamp shall meet all required requirements for the purpose of payment of the Invoice requirements and shall not be grounds for return of the Invoice charges or for failure fees paid to pay the Invoice in a proper and timely manner Invoice. The Buyer shall also inform the Seller of any changes necessary for proper invoicing, unless the Buyer notifies the Seller of the change prior to the time the Invoice is issued by the Seller, the Buyer may return the Invoice for correction but shall pay the Purchase Price within the time limit of the original Invoice (i.e., invoices with incorrect data)Business Connexion under this Agreement. 5.4 The Buyer shall pay the Purchase Price to the Seller within the due date specified on Invoice. 5.5 The Buyer shall pay the Purchase Price to the Seller by transfer to the bank account the Seller's bank account indicated on the Invoice. The Purchase Price shall be deemed to have been paid on the date of crediting of funds in the amount of the Purchase Price to the Seller's bank account. 5.6 The Buyer shall acquire title to the Goods delivered upon full payment of the Purchase Price. 5.7 In the event that the Buyer is in default in payment of the invoice, the Seller shall be entitled to set off against the claim on such invoice any claims arising from it (the Seller) credit notes issued to the Buyer in full. If the Buyer and the Seller have claims against each other, they shall be extinguished by set-off to the extent that they are mutually covered, in particular if the Seller makes a unilateral set-off against the Buyer. Extinguishment shall take place when the claims meet.

Purchase Price and Payment Terms. 5.1 Price list means a document prepared by the Seller which contains the price for an individual Goods in the Seller's offer specified as a unit price per unit, weight or volume (hereinafter referred to as also referred to as the "Price List"). The Seller shall have the right to unilaterally change the Price List with respect to the goods (to add a new type of goods or to narrow down a type of goods) or the price of the goods (price increase or decrease), in particular in the event of price changes on the part of suppliers Seller or for other operational reasons of the Seller. Seller's price list shall notify the Buyer via the B2B system and/or by email, whereby the Price List shall be deemed to have been received on the date of sending the email containing the Price List to the email address Buyer's email address and/or used by the Buyer. 5.2 The Buyer shall pay to the Seller the purchase price for the Goods delivered in the amount as set out in Price List, after taking into account the Buyer's individual discounts, which was last provided Products to be paid by the Buyer received as the current Price List prior to the Buyer's execution of the Order, or, if the Buyer specifies Goods in the Order the price of which is not set out in the Price List, the Buyer shall pay to the Seller the Purchase Price in an amount to be agreed between the parties following the execution of the Order by the Buyer under this Agreement (hereinafter also referred to as the "Purchase Price"). 5.3 The Buyer ) shall pay the Purchase Price to the Seller on the basis of an invoice issued by Seller, which the Seller shall send by ebe a one-mail in electronic form. In the event that Buyer requeststime payment, the invoice will amount of which shall be given to the Buyer as agreed upon delivery of the Goods or which the Seller delivered to the Buyer at a later date in person, by a postal undertaking (hereinafter referred to as "Invoice"), such delivery being subject to a charge of EUR 2.00 (in words: two Euro and zero Eurocents) excluding VAT for each paper invoice. Invoice must contain the particulars according to the special legislation; if, according to the Buyer the invoice does not comply with these requirements, the Buyer is obliged to return it to the Seller immediately after its delivery, whereupon the Seller shall promptly correct the Invoice and deliver it to the Buyer. The Buyer expressly agrees that an Invoice that is missing the signature and/or Seller's stamp shall meet all required requirements for the purpose of payment of the Invoice requirements and shall not be grounds for return of the Invoice or for failure to pay the Invoice in a proper and timely manner Invoice. The Buyer shall also inform the Seller of any changes necessary for proper invoicing, unless the Buyer notifies the Seller of the change prior to the time the Invoice is issued by the Seller, the Buyer may return the Invoice for correction but shall pay the Purchase Price within the time limit of the original Invoice (i.e., invoices with incorrect data). 5.4 The Buyer shall pay the Purchase Price to the Seller within the due date specified on Invoice. 5.5 The Buyer shall pay the Purchase Price to the Seller by transfer to the bank account the Seller's bank account indicated on the InvoiceParties in writing. The Purchase Price shall be deemed due and payable within thirty (30) days following the Delivery Date, unless otherwise agreed in writing by the Parties. Payment shall be made by the Buyer to have been paid on the date of crediting of funds in Seller via bank transfer to an account designated by the amount of Seller. All bank charges related to the transfer shall be borne by the Buyer. The Seller shall provide the Buyer with an invoice detailing the Purchase Price and any applicable taxes or charges, in accordance with the laws of Taiwan. Any delay in payment by the Buyer beyond the agreed payment term shall entitle the Seller to charge interest on the overdue amount at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower, from the due date until payment is made in full. Both Parties agree that the Purchase Price is exclusive of any value-added tax (VAT), customs duties, or other governmental charges, which, if applicable, shall be borne and paid by the Buyer in addition to the Purchase Price. Quality and Inspection The Seller guarantees that all Products supplied under this Agreement will be of new material and workmanship, free from defects, and will conform in all material respects to the specifications, drawings, samples, or other descriptions furnished or specified by the Buyer. The Seller further warrants that the Products will be fit for the purpose for which they are purchased, and will comply with all applicable laws and regulations of Taiwan regarding the manufacture, sale, and transportation of the Products. The Buyer shall have the right to inspect the Products within ten (10) Business Days following the Delivery Date. If any Products are found to be defective or not in conformity with the Agreement during this inspection period, the Buyer may, at its option: (a) reject the defective Products and demand replacement from the Seller at the Seller's bank account. 5.6 The Buyer shall acquire title expense; or (b) accept the defective Products at a reduced price to be mutually agreed upon by the Goods delivered upon full payment of the Purchase Price. 5.7 In the event that Parties. Any inspection or testing by the Buyer is in default in payment of the invoice, does not relieve the Seller shall be entitled to set off against the claim on such invoice any claims arising from it (the Seller) credit notes issued to the Buyer in fullof its obligations or warranties under this Agreement. If the Buyer fails to inspect the Products within the specified inspection period, the Buyer will be deemed to have accepted the Products, and the Seller have no claims against each other, they shall for defects or non-conformity may be extinguished by set-off to the extent that they are mutually covered, in particular if the Seller makes a unilateral set-off against the Buyer. Extinguishment shall take place when the claims meetmade thereafter.

Purchase Price and Payment Terms. 5.1 Price list means a document prepared by the Seller which contains the price for an individual Goods in the Seller's offer specified as a unit price per unit, weight or volume (hereinafter referred to as also referred to as the "Price List"). The Seller shall have the right to unilaterally change the Price List with respect to the goods (to add a new type of goods or to narrow down a type of goods) or the price of the goods (price increase or decrease), in particular in the event of price changes on the part of suppliers Seller or for other operational reasons of the Seller. Seller's price list shall notify the Buyer via the B2B system and/or by email, whereby the Price List shall be deemed to have been received on the date of sending the email containing the Price List to the email address Buyer's email address and/or used by the Buyer. 5.2 The Buyer shall pay to the Seller the purchase price for the Goods delivered in Mirror is 100 000 USD excl. VAT (hereinafter the amount as “Purchase Price”). 5.2 All the prices set out in Price List, after taking into account this Contract are exclusive of VAT paid in the Czech Republic which will be paid by the Buyer's individual discounts, which was last provided to the Buyer received as the current Price List prior to the Buyer's execution of the Order, or. The Seller, if applicable, is responsible for clearing the Mirror for export (export customs formalities and financial duties). The Buyer specifies Goods in is responsible for clearing the Order the price of which is not set out in the Price List, the Buyer shall pay to the Seller the Purchase Price in an amount to be agreed between the parties following the execution of the Order by the Buyer Mirror for import (hereinafter also referred to as the "Purchase Price"import customs formalities and financial duty if any). 5.3 The Buyer Purchase Price includes all the costs related to the performance of the subject of this Contract. The Purchase Price is the maximum permissible price. The Purchase Price is independent of the development of prices and currency exchange rates. 5.4 The Purchase Price shall pay be paid on the basis of tax documents – invoices, to the account of the Seller designated in the invoice. The Seller is entitled to invoice the Purchase Price as follows: 5.5 Invoices shall be payable within thirty (30) days from their delivery to the Buyer (hereinafter the "Maturity Period"). If the Seller indicates any shorter Maturity Period in an invoice such other period is deemed irrelevant and the period set out herein applies. Payment of the invoiced amount is considered executed on the date of its remitting to the Seller’s account. The tax documents – invoices shall have properties of a tax document according to applicable legal regulation. Furthermore, they must also be in conformity with any double taxation treaties applicable to the given case. The Buyer shall advice the Seller on the basis proper contents of an invoice issued by Seller, which the Seller invoices prior invoicing. 5.6 Invoices shall send by e-mail in electronic form. In the event that Buyer requests, the invoice will be given submitted to the Buyer upon delivery only in the electronic form on the email address: xxxxxxxx@xxx.xx 5.7 If the Seller performs the subject-matter hereof duly in line herewith without substantial breaches of the Goods or which Contract and if there are no obvious reasons for doubts on continuing of the due performance hereof by the Seller, by taking into account the overall approach of the Seller delivered to the Buyer at a later date in person, Contract performance (presented particularly by a postal undertaking (hereinafter referred to as "Invoice"due preparation for performance of follow-up activities), such delivery being subject to a charge of EUR 2.00 (in words: two Euro and zero Eurocents) excluding VAT for each paper invoice. Invoice must contain the particulars according to the special legislation; if, according to the Buyer the invoice does not comply with these requirements, the Buyer is obliged to return if it to the Seller immediately after its delivery, whereupon the Seller shall promptly correct the Invoice and deliver it to the Buyer. The Buyer expressly agrees that an Invoice that is missing the signature and/or Seller's stamp shall meet all required requirements for the purpose of payment of the Invoice requirements and shall not be grounds for return of the Invoice or for failure to pay the Invoice in a proper and timely manner Invoice. The Buyer shall also inform the Seller of any changes necessary for proper invoicing, unless the Buyer notifies the Seller of the change prior to the time the Invoice is issued might ease further performance hereof by the Seller, the Buyer may return reserves the Invoice for correction but shall pay right fully on its discretion to provide the Seller with the Purchase Price within instalments sooner than scheduled hereunder or in higher amount than stipulated herein (i.e. any instalments might be increased with proportional decreasing of subsequent instalments). If the time limit of the original Invoice (i.e.conditions stipulated above are met, invoices with incorrect data). 5.4 The Buyer shall pay the Purchase Price to the Seller within the due date specified on Invoice. 5.5 The Buyer shall pay the Purchase Price to the Seller by transfer to the bank account the Seller's bank account indicated on the Invoice. The Purchase Price shall be deemed to have been paid on the date of crediting of funds in the amount of the Purchase Price to the Seller's bank account. 5.6 The Buyer shall acquire title to the Goods delivered upon full payment of the Purchase Price. 5.7 In the event that the Buyer is entitled to modify the payment schedule stated herein anyhow in default in payment favour of the invoice, the Seller shall be entitled and to set off against the claim on such invoice provide it with any claims arising from it (the Seller) credit notes issued to the Buyer in full. If the Buyer and the Seller have claims against each other, they shall be extinguished by set-off to the extent that they are mutually covered, in particular if the Seller makes a unilateral set-off against the Buyer. Extinguishment shall take place when the claims meetprepayment.

Purchase Price and Payment Terms. 5.1 Price list means In consideration of Seller's conveyance of the Assets to Purchaser, Purchaser shall pay to Seller in full payment and exchange for all of the Assets, a document cash purchase price in U.S. dollars to be determined prior to the Closing Date (as defined in Section 10(a) hereof) in a report on the valuation of the Assets (the "Valuation Report") prepared by the Seller which contains the price for an individual Goods in the Seller's offer specified as a unit price per unitindependent valuation firm of Evans & Evans, weight or volume Inc. of Vancoxxxx, Brxxxxx Columbia (hereinafter referred to as also referred to as the "Price ListEvans & Evans"). The Evans & Evxxx xhalx xxxiver xxx Valxxxxxn Report to Seller shall have the right to unilaterally change the Price List with respect to the goods and Purchaser no later than three (to add a new type of goods or to narrow down a type of goods3) or the price of the goods (price increase or decrease), in particular in the event of price changes on the part of suppliers Seller or for other operational reasons of the Seller. Seller's price list shall notify the Buyer via the B2B system and/or by email, whereby the Price List shall be deemed to have been received on the date of sending the email containing the Price List to the email address Buyer's email address and/or used by the Buyer. 5.2 The Buyer shall pay to the Seller the purchase price for the Goods delivered in the amount as set out in Price List, after taking into account the Buyer's individual discounts, which was last provided to the Buyer received as the current Price List business days prior to the Buyer's execution of Closing Date. Seller shall pay, when due, the Order, or, if fee and expenses charged by Evans & Evans for the Buyer specifies Goods prepaxxxxxn xx xxe Valuation Report. The purchase price set forth in the Order the price of which is not set out in the Price List, the Buyer shall pay to the Seller the Purchase Price in an amount to be agreed between the parties following the execution of the Order by the Buyer Valuation Report (hereinafter also referred to as the "Purchase Price")) shall be in U.S. Dollars and shall be final and binding on Seller and Purchaser, except for manifest error and subject to the provisions of Section 8(f) hereof. 5.3 The Buyer shall pay the Purchase Price to the Seller on the basis of an invoice issued by Seller, which the Seller shall send by e-mail in electronic form. In the event that Buyer requests, the invoice will be given to the Buyer upon delivery of the Goods or which the Seller delivered to the Buyer at a later date in person, by a postal undertaking (hereinafter referred to as "Invoice"), such delivery being subject to a charge of EUR 2.00 (in words: two Euro and zero Eurocentsa) excluding VAT for each paper invoice. Invoice must contain the particulars according to the special legislation; if, according to the Buyer the invoice does not comply with these requirements, the Buyer is obliged to return it to the Seller immediately after its delivery, whereupon the Seller shall promptly correct the Invoice and deliver it to the Buyer. The Buyer expressly agrees that an Invoice that is missing the signature and/or Seller's stamp shall meet all required requirements for the purpose of payment of the Invoice requirements and shall not be grounds for return of the Invoice or for failure to pay the Invoice in a proper and timely manner Invoice. The Buyer shall also inform the Seller of any changes necessary for proper invoicing, unless the Buyer notifies the Seller of the change prior to the time the Invoice is issued by the Seller, the Buyer may return the Invoice for correction but shall pay the Purchase Price within the time limit of the original Invoice (i.e., invoices with incorrect data). 5.4 The Buyer shall pay the Purchase Price to the Seller within the due date specified on Invoice. 5.5 The Buyer shall pay the Purchase Price to the Seller by transfer to the bank account the Seller's bank account indicated on the Invoice. The Purchase Price shall be deemed paid by Purchaser to have been paid Seller at Closing by the delivery of a secured convertible promissory note in the principal amount thereof (the "Note"), which Note shall (i) be substantially in the form annexed hereto as EXHIBIT B, (ii) bear interest at annual rate of 0% and (iii) be secured by all of the Assets of Purchaser being purchased hereunder. The Note shall become due and payable on the date first anniversary of crediting the Closing Date (the "Due Date"). Prior to the Due Date, at the option of funds Purchaser, exercised in its sole discretion, the principal balance of the Note may be converted into common shares of Purchaser at a conversion price equal to the fair market value of the common shares of Purchaser as determined by an independent valuation firm engaged by the Purchaser at Purchaser's expense and reasonably acceptable to Seller. (b) The valuation and allocation of the consideration or tax basis among the Assets attributable to the transactions contemplated by this Agreement shall be as set forth in the amount Valuation Report. Purchaser and Seller shall follow such allocation in determining and reporting their liabilities for taxes in their respective tax returns filed subsequent to the Closing Date, and agree not to take, in any filing with or accompanying any tax return reporting any part of the Purchase Price to the Seller's bank account. 5.6 The Buyer shall acquire title to the Goods delivered upon full payment of the Purchase Price. 5.7 In the event that the Buyer transaction undertaken herein, a position inconsistent with such allocations. If such allocation is in default in payment of the invoicedisputed by any governmental entity, the Seller party receiving notice of such dispute shall be entitled to set off against promptly notify the claim on other parties hereto and shall cooperate with the other parties in resolving such invoice any claims arising from it (the Seller) credit notes issued to the Buyer in full. If the Buyer and the Seller have claims against each other, they shall be extinguished by set-off to the extent that they are mutually covered, in particular if the Seller makes a unilateral set-off against the Buyer. Extinguishment shall take place when the claims meetdispute.