Common use of Purchase Price and Terms of Payment Clause in Contracts

Purchase Price and Terms of Payment. Seller shall charge Buyer the purchase price for Goods set forth on Buyer's Purchase Order or otherwise agreed in writing by Buyer. Such prices are fixed for the Purchase Order and any extension, modification or renewal thereof and constitute the total price for manufacture and delivery of the Goods. Buyer shall not be liable for any additional cost for tooling, molds, equipment, services or materials used in the production of the Goods unless set forth on Buyer's Purchase Order or otherwise agreed in writing by Buyer. Seller represents and warrants to Buyer and its customer and the end user that the price charged for the Goods is the lowest price charged by Seller to buyers of a class or buying volumes similar to Buyer under conditions similar to those specified in this Contract and that such prices shall comply with applicable laws and this Contract at the time of quotation, sale and delivery. Seller agrees that any price reduction made in Goods subsequent to the placement of Buyer's order will apply to Buyer's order. Seller shall use reasonable efforts to identify and share with Buyer cost reductions in the production and provision of Goods. Without limiting the foregoing, Seller shall identify and share cost reductions as required by Buyer's customers, as advised by Buyer from time to time. Notwithstanding the foregoing, Seller shall be obligated to obtain written approval from Buyer and its customer before implementing any changes. Seller agrees that it will take no adverse action against Buyer for any invoices not paid resulting from Seller’s failure to accurately invoice Buyer or obtain or clearly reference purchase order numbers on the applicable invoices. Buyer shall not be liable for any taxes, duties or other charges relating to the Goods unless expressly provided in Buyer's Purchase Order and then only if Seller provides Buyer with documentation satisfactory to Buyer that establishes Buyer’s statutory liability to pay such amounts. Unless otherwise agreed by Buyer in its Purchase Order, payment terms shall be in accordance with the terms specified by Buyer in its Purchase Order. Buyer reserves the right to set off any amounts due or claimed due from Buyer against amounts paid hereunder. Prices are payable in U.S. dollars unless otherwise indicated by Buyer on its Purchase Order. Appropriate adjustments will be made for any currency exchange rate impact on the economics of the transaction. Final payment and any retention is not due until Seller delivers to Buyer, upon Buyer's request, waivers of liens from Seller and all subcontractors providing for a complete release of all possible liens arising out of the Purchase Order, or receipts in full in lieu thereof; and in either case, a notarized affidavit stating that said releases and receipts cover all materials and labor incorporated in the work for which a lien might be filed. Seller may, if any subcontractor refuses to furnish a release or receipt in full, furnish a bond satisfactory to Buyer, to indemnify against any claim by a lien or otherwise. If any lien or claim remains unsatisfied after all payments are made, Seller shall refund to Buyer all monies that Buyer may be compelled to pay to discharge such lien or claim, including all costs and attorneys' fees.

Purchase Price and Terms of Payment. Seller shall charge Buyer the purchase price for Goods set forth on Buyer's Purchase Order or otherwise agreed in writing by BuyerXxxxx. Such prices are fixed for the Purchase Order and any extension, modification or renewal thereof and constitute the total price for manufacture and delivery of the Goods. Buyer shall not be liable for any additional cost for tooling, molds, equipment, services or materials used in the production of the Goods unless set forth on Buyer's Purchase Order or otherwise agreed in writing by Buyer. Seller represents and warrants to Buyer and its customer and the end user that the price charged for the Goods is the lowest price charged by Seller to buyers of a class or buying volumes similar to Buyer under conditions similar to those specified in this Contract and that such prices shall comply with applicable laws and this Contract at the time of quotation, sale and delivery. Seller agrees that any price reduction made in Goods subsequent to the placement of BuyerXxxxx's order will apply to BuyerXxxxx's order. Seller shall use reasonable efforts to identify and share with Buyer cost reductions in the production and provision of Goods. Without limiting the foregoing, Seller shall identify and share cost reductions as required by BuyerXxxxx's customers, as advised by Buyer Xxxxx from time to time. Notwithstanding the foregoing, Seller shall be obligated to obtain written approval from Buyer and its customer before implementing any changes. Seller agrees that it will take no adverse action against Buyer for any invoices not paid resulting from SellerXxxxxx’s failure to accurately invoice Buyer or obtain or clearly reference purchase order numbers on the applicable invoices. Buyer shall not be liable for any taxes, duties or other charges relating to the Goods unless expressly provided in BuyerXxxxx's Purchase Order and then only if Seller provides Buyer with documentation satisfactory to Buyer that establishes Buyer’s statutory liability to pay such amounts. Unless otherwise agreed by Buyer in its Purchase Order, payment terms shall be in accordance with the terms specified by Buyer in its Purchase Order. Buyer reserves the right to set off any amounts due or claimed due from Buyer against amounts paid hereunder. Prices are payable in U.S. dollars unless otherwise indicated by Buyer on its Purchase Order. Appropriate adjustments will be made for any currency exchange rate impact on the economics of the transaction. Final payment and any retention is not due until Seller delivers to Buyer, upon BuyerXxxxx's request, waivers of liens from Seller and all subcontractors providing for a complete release of all possible liens arising out of the Purchase Order, or receipts in full in lieu thereof; and in either case, a notarized affidavit stating that said releases and receipts cover all materials and labor incorporated in the work for which a lien might be filed. Seller may, if any subcontractor refuses to furnish a release or receipt in full, furnish a bond satisfactory to Buyer, to indemnify against any claim by a lien or otherwise. If any lien or claim remains unsatisfied after all payments are made, Seller shall refund to Buyer all monies that Buyer may be compelled to pay to discharge such lien or claim, including all costs and attorneys' fees.

Purchase Price and Terms of Payment. Seller The Purchase Price shall charge Buyer be fixed and shall include packing, packing material, service fees and all costs due to invoicing. Payments shall be made within the purchase price for Goods set forth on Buyer's Purchase Order or otherwise agreed in writing by Buyer. Such prices are fixed for terms of payment calculated from the Purchase Order and any extension, modification or renewal thereof and constitute the total price for manufacture and delivery receipt of the Goods. Buyer shall invoice by the addressee stated on the order, but not be liable for any additional cost for tooling, molds, equipment, services or materials used in earlier than the production of day on which the Goods unless set forth on Buyer's Purchase Order or otherwise agreed in writing by Buyer. Seller represents and warrants to Buyer and its customer and the end user that the price charged for the Goods is the lowest price charged by Seller to buyers of a class or buying volumes similar to Buyer under conditions similar to those specified in this Contract and that such prices shall comply with applicable laws and this Contract Products have arrived physically at the time of quotationagreed address, sale and delivery. Seller agrees that any price reduction shall also be made in Goods subsequent to the placement of Buyer's order will apply to Buyer's order. Seller shall use reasonable efforts to identify and share with Buyer cost reductions in the production and provision of Goods. Without limiting the foregoing, Seller shall identify and share cost reductions as required by Buyer's customers, as advised by Buyer from time to time. Notwithstanding the foregoing, Seller shall be obligated to obtain written approval from Buyer and its customer before implementing any changes. Seller agrees that it will take no adverse action against Buyer for any invoices not paid resulting from Seller’s failure to accurately invoice Buyer or obtain or clearly reference purchase order numbers on the applicable invoices. Buyer shall not be liable for any taxes, duties or other charges relating to the Goods unless expressly provided in Buyer's Purchase Order and then only if Seller provides Buyer with documentation satisfactory to Buyer that establishes Buyer’s statutory liability to pay such amounts. Unless otherwise agreed by Buyer in its Purchase Order, payment terms shall be in accordance with the terms specified other conditions that the Parties have agreed upon in writing. The term of payment shall, in the absence of any other agreement, be minimum ninety (90) days. Payment within this time is subject to conditions that the invoice is correctly addressed and contains all information necessary to Cargotec. When the Supply Agreement includes the supply of technical documents, the calculation of time of payment shall not commence until the documents have been received and accepted. Payment, assembly or usage of the Products does not imply any acceptance of the delivery or of the invoiced amount. To the extent permitted by Buyer applicable law, and in its Purchase Order. Buyer reserves the right addition to any other remedy which Cargotec may have, any Cargotec unit may deduct from or set off against the Purchase Price any amounts due compensation, damages, indemnity or claimed due from Buyer against amounts paid hereunderany other sum payable by the Supplier to any other Cargotec unit. Prices are payable in U.S. dollars unless otherwise indicated by Buyer on its Purchase Order. Appropriate adjustments will This shall be made for any currency exchange rate impact on the economics regardless of the transaction. Final place of payment and any retention is not due until Seller delivers to Buyer, upon Buyer's request, waivers or currency of liens from Seller and all subcontractors providing for a complete release of all possible liens arising out of the Purchase Order, or receipts in full in lieu thereof; and in either case, a notarized affidavit stating that said releases and receipts cover all materials and labor incorporated in the work for which a lien might be filed. Seller may, if any subcontractor refuses to furnish a release or receipt in full, furnish a bond satisfactory to Buyer, to indemnify against any claim by a lien or otherwiseobligation. If any lien obligation is unliquidated, unascertained or claim remains unsatisfied after all payments disputed by amount, Cargotec may set off the undisputed amount or amount estimated by him in good faith to be the amount of the obligation. Whenever Cargotec is entitled to a set-off, Cargotec can make a declaration to the Supplier that his claim/s will be set off against Cargotec’ s counterclaim/s which results in the exhaustion of both the parties’ obligations up to the amount they are made, Seller shall refund to Buyer all monies that Buyer may be compelled to pay to discharge such lien or claim, including all costs and attorneys' feesequal in value.

Purchase Price and Terms of Payment. Seller shall charge Buyer the The purchase price to be paid by Buyer to Seller for Goods the Premises shall be the sum of Four Million Seven Hundred Thirty-One Thousand ($4,731,000) Dollars, the entire amount of which is included in the principal of the Promissory Note (Balance) (as defined in the Asset Purchase Agreement) delivered by Buyer to Seller at Closing pursuant to the Asset Purchase Agreement. The Promissory Note (Balance) will be secured by the Mortgage encumbering the Premises, which also is to be delivered by Buyer to Seller at Closing pursuant to the Asset Purchase Agreement. The purchase price is allocated $2,200,000 to land and the balance to buildings and improvements. CONDITION OF TITLE Title to the Premises shall be conveyed by Seller by good and sufficient special warranty deed, describing the Real Property as set forth in Exhibit "A" free and clear of all liens, encumbrances, easements, restrictions, leases, tenancies and other rights of use or occupancy and objections except those title exceptions set forth on Buyer's Purchase Order Exhibit "B" attached hereto and made a part hereof. Title to the Premises shall be conveyed in fee simple and shall be good and marketable and insurable for the benefit of Buyer as such at regular rates by Chicago Title Insurance Corporation (the "Title Company"), subject only to those title exceptions set forth on Exhibit "B" but not subject to any exception or otherwise agreed in writing exclusion for so-called "mechanic liens" or "creditors rights." If Closing occurs, search and title insurance costs shall be paid by Buyer. Such prices are fixed for the Purchase Order and any extensionIf, modification at or renewal thereof and constitute the total price for manufacture and delivery of the Goods. Buyer shall not be liable for any additional cost for toolingbefore Closing, molds, equipment, services or materials used in the production of the Goods unless set forth on Buyer's Purchase Order or otherwise agreed in writing by Buyer. Seller represents and warrants to Buyer and its customer and the end user it appears that the price charged Premises may be or is subject to monetary encumbrances, mechanics' or material men's liens, Seller shall at Seller's cost and expense, pay all liens or at Seller's option Seller shall provide the Title Company with such assurances as Title Company may require in order for the Goods is the lowest price charged by Seller Title Company to buyers of a class or buying volumes similar to Buyer under conditions similar to those specified in this Contract and that such prices shall comply with applicable laws and this Contract at the time of quotation, sale and delivery. Seller agrees that any price reduction made in Goods subsequent to the placement of Buyer's order will apply remove said items as exceptions to Buyer's ordertitle insurance policy. In the event title to the Premises in accordance with this Agreement cannot be conveyed by Seller, for reasons other than a monetary lien or liens, Buyer shall have the option of taking such title as Seller can give, without abatement of price or, in the alternative, of terminating this Agreement, whereupon neither party shall have any further rights, duties or obligations under this Agreement. Seller shall use reasonable efforts to identify and share with Buyer cost reductions in discharge all monetary liens against the production and provision of Goods. Without limiting the foregoing, Seller shall identify and share cost reductions as required by Buyer's customers, as advised by Buyer from time to time. Notwithstanding the foregoing, Seller shall be obligated to obtain written approval from Buyer and its customer Premises on or before implementing any changes. Seller agrees that it will take no adverse action against Buyer for any invoices not paid resulting from Seller’s failure to accurately invoice Buyer or obtain or clearly reference purchase order numbers on the applicable invoices. Buyer shall not be liable for any taxes, duties or other charges relating to the Goods unless expressly provided in Buyer's Purchase Order and then only if Seller provides Buyer with documentation satisfactory to Buyer that establishes Buyer’s statutory liability to pay such amounts. Unless otherwise agreed by Buyer in its Purchase Order, payment terms shall be in accordance with the terms specified by Buyer in its Purchase Order. Buyer reserves the right to set off any amounts due or claimed due from Buyer against amounts paid Closing hereunder. Prices are payable Nothing contained in U.S. dollars unless otherwise indicated this paragraph however, shall relieve the Seller of any of its obligations under this Agreement except as expressly altered by Buyer on its Purchase Order. Appropriate adjustments will be made for any currency exchange rate impact on the economics of the transaction. Final payment and any retention is not due until Seller delivers to Buyer, upon Buyer's request, waivers of liens from Seller and all subcontractors providing for a complete release of all possible liens arising out of the Purchase Order, or receipts in full in lieu thereof; and in either case, a notarized affidavit stating that said releases and receipts cover all materials and labor incorporated in the work for which a lien might be filed. Seller may, if any subcontractor refuses to furnish a release or receipt in full, furnish a bond satisfactory to Buyer, to indemnify against any claim by a lien or otherwise. If any lien or claim remains unsatisfied after all payments are made, Seller shall refund to Buyer all monies that Buyer may be compelled to pay to discharge such lien or claim, including all costs and attorneys' feesthis Section 3.4.