Common use of Purchase Prices Clause in Contracts

Purchase Prices. Section 8.01 Subject to the adjustments according to Section 8.02, the Recipient shall pay for the Products the prices set forth in Schedule 1 (the Purchase Price). The Parties agree that as of the Effective Date, the Purchase Price for each Product shall be equal to the transfer prices charged by the Supplier to its Affiliates for group-internal sales of such Products immediately prior to the Effective Date. This pricing already includes a discount of four-and-a-half percent (4.5%). Section 8.02 The Supplier shall adjust the Purchase Prices payable by the Recipient with effect as of the beginning of each calendar quarter to reflect the following cost variations incurred in the previous calendar quarter (or, if the Purchase Prices had not been adjusted for the previous calendar quarter, since the last adjustment of the Purchase Prices): (a) any FX fluctuations; (b) any increase or decrease of the prices payable to Third-Party Suppliers for commodities used in the manufacture of Products (subject to Section 8.03); and (c) any variations of costs incurred by the Supplier in the manufacture and Delivery of Products which result from any deviations of the volumes of Products actually ordered by the Recipient compared to the volumes of Products included in the annual Forecast provided by the Recipient according to Section 4.01 by more than ten percent (10%); and (d) any increase or decrease of more than five percent (5%) of any (other) external cost incurred by the Supplier in the manufacture and Delivery of Products (such as logistics costs), (provided that the Supplier shall use commercially reasonable efforts to avoid or minimize any such cost increases during the applicable Product Terms, provided further (for clarification) that if the five percent (5%) threshold is not exceeded within a single calendar quarter but only cumulatively during multiple subsequent calendar quarters, the Purchase Prices shall be adjusted with effect as of the beginning of the calendar quarter following the exceedance of such threshold). Section 8.03 The Supplier shall use commercially reasonable efforts to avoid or minimize any increase of prices payable to Third-Party Suppliers, including by asserting any reasonable contractual defense against any price increase requests. If the Supplier is not able to defend against a price increase request, and in any case before accepting any price increases, the Supplier shall allow and enable the Recipient to reasonably participate in (and contribute to) negotiations with Third-Party Suppliers, including by facilitating three-partite meetings with the relevant Third-Party Supplier. Section 8.04 The Supplier shall provide the Recipient with all relevant documentation and evidence which may support the Recipient in recovering any price increases (in whole or in part) from its end customers.

Purchase Prices. Section 8.01 10.01 Subject to the adjustments according to Section 8.0210.02, the Recipient shall pay for the Products the prices set forth in Schedule 1 (the Purchase Price). The Parties agree that as of the Effective Date, the Purchase Price for each Product shall be equal to the transfer prices charged by the Supplier to its Affiliates for group-internal sales of such Products immediately prior to Standard Costs applicable on the Effective Date. This pricing already includes Date plus: (a) for any Products to be Delivered before 1 July 2024: a discount mark-up of fourseven-and-a-half percent (4.57.5%) of such Standard Costs; and (b) for any Products to be Delivered on or after 1 July 2024: a mark-up of ten percent (10%) of such Standard Costs; except that such increase of mark-up shall be postponed by any period by which the respective Line Transfers are delayed beyond 1 July 2024 solely to the extent due to (i) any delay or other default of the Supplier under this Agreement (including any delay or default in the manufacture and Delivery of the agreed bank-built volumes), or (ii) any Force Majeure Event or any other external events or circumstances beyond the reasonable control of the Recipient, including any shortage of raw materials or commodities, provided the Parties shall notify each other without undue delay after becoming aware of such events or circumstances and use their commercially reasonable efforts to mitigate the impact of such events or circumstances in order to avoid any delay of Line Transfers beyond 1 July 2024. Section 8.02 10.02 The Supplier shall adjust the Purchase Prices payable by the Recipient with effect as of the beginning of each calendar quarter to reflect the following cost variations incurred in the previous calendar quarter (or, if the Purchase Prices had not been adjusted for the previous calendar quarter, since the last adjustment of the Purchase Prices): (a) any FX fluctuations; (b) any increase or decrease of the prices payable to Third-Party Suppliers for raw materials and commodities used in the manufacture of Products Products. The Supplier shall use commercially reasonable efforts to avoid or minimize any increase of such prices and shall, in case of any price increase request, handle the initial negotiation rounds with the relevant Third-Party Supplier, including by asserting any reasonable contractual defense against any such request. If the Supplier is not able to defend against a price increase request, and in any case before accepting any price increases, the Supplier shall allow and enable the Recipient to take over control of further negotiations, including by facilitating three-partite meetings with the relevant Third-Party Supplier. In any negotiations with Third-Party Suppliers, the Supplier shall at all times act in accordance with any instructions and guidance given by the Recipient and shall only accept price increases upon the Recipient’s prior approval, provided that the Recipient shall be responsible for any consequences resulting from its instructions and guidance (subject to Section 8.03including from giving or withholding approval for any price increases); and (c) any variations of costs incurred by the Supplier in the manufacture and Delivery of Products which result from any deviations of the volumes of Products actually ordered by the Recipient compared to the volumes of Products included in the annual Forecast provided by the Recipient according to Section 4.01 by more than ten percent (10%); and (db) any increase or decrease of more than five percent (5%) of any (other) other external cost incurred by the Supplier in the manufacture and Delivery of Products (such as logistics costs), (provided that the Supplier shall use commercially reasonable efforts to avoid or minimize any such cost increases during the applicable Product Termsincreases, provided further (for clarification) that if the five percent (5%) threshold is not exceeded within a single calendar quarter but only cumulatively during multiple subsequent calendar quarters, the Purchase Prices shall be adjusted with effect as of the beginning of the calendar quarter following the exceedance of such threshold). Section 8.03 The Supplier shall use commercially reasonable efforts to avoid or minimize any increase of prices payable to Third-Party Suppliers, including by asserting any reasonable contractual defense against any price increase requests. If the Supplier is not able to defend against a price increase request, and in any case before accepting any price increases, the Supplier shall allow and enable the Recipient to reasonably participate in (and contribute to) negotiations with Third-Party Suppliers, including by facilitating three-partite meetings with the relevant Third-Party Supplier. Section 8.04 10.03 The Supplier shall provide the Recipient with all relevant documentation and evidence which may support the Recipient in recovering any price increases (in whole or in part) from its end customers.