Common use of XXXXXXXX and Payment Clause in Contracts

XXXXXXXX and Payment. (a) Unless set out in a SOW Supplier shall invoice CPR monthly in arrears for Fees and Approved Expenses; (b) Invoices without a purchase order shall be rendered in pdf format and submitted via email to XX_Xxxxxxxxx@xxx.xx; (c) All invoices shall be in a form acceptable to CPR and shall at a minimum clearly indicate: a. the applicable legal CPR entity (in the event no CPR legal entity is named, the default shall be Canadian Pacific Railway Company); b. CPR’s purchase order number; c. invoice number; d. invoice date; e. date(s) that the Service and Materials were provided; f. a detailed description of Services and Materials provided; g. itemized invoice amount and currency (default Canadian); h. a cumulative total of Fees for this Contract; i. a total of Fees paid, due and yet to be billed for each active SOW; j. a total of Approved Expenses to date for each active SOW; k. when provided, reference to CPR internal Contract number; l. applicable sales and non-sales taxes as separate amounts and further separated by jurisdiction; and, m. the Supplier’s sales tax registration numbers; (d) Subject to reasonable CPR verification and the provisions of Article 3.05– DISPUTED INVOICES, CPR shall pay all undisputed invoice amounts within forty (40) days of the invoice receipt by CPR, or the receipt of the Services and Materials whichever comes later; (e) A Fee (or Fees) shall be deemed waived by the Supplier if not invoiced or demanded in writing within 12 months following the later of: (i) the date of the Service being provided (or applicable portion to be invoiced); or, (ii) the earliest date an invoice may be delivered pursuant to the terms of the Contract, a SOW, or a Change Order. (f) Supplier shall comply with all applicable tax laws including without limitation, the collection and remittance of any and all applicable taxes, levies, duties, and charges in connection with performing Supplier’s obligations in this Contract (including applicable payroll taxes). Without limiting the foregoing, Supplier shall be responsible for compliance with and payment of all sales taxes, use taxes, excise taxes, custom duties and all contributions and taxes for employment compensation, insurance and old age pensions, or annuities now or hereafter imposed by any governmental authority with respect to or covered by Supplier in the execution of any Services or delivery of any Materials subject to American taxes or applicable jurisdiction; (g) Supplier shall be liable for and indemnify and reimburse CPR for any Claims made or assessed against CPR arising from Supplier’s non-compliance with any applicable tax laws. Upon request by CPR, Supplier shall provide to CPR certification that it has complied with such tax laws. Where applicable, Supplier shall certify to CPR that it has posted PST security as indicated above and, to the extent Supplier fails to do so, CPR shall be entitled pursuant to Article 3.02 (h) to withhold the applicable value of PST from its payments to Supplier and remit same to the responsible authorities;

XXXXXXXX and Payment. (a) Unless set out in a SOW Supplier shall invoice CPR monthly in arrears for Fees and Approved Expenses; (b) Invoices without a purchase order shall be rendered in pdf format and submitted via email to XX_Xxxxxxxxx@xxx.xx; (c) All invoices shall be in a form acceptable to CPR and shall at a minimum clearly indicate: a. the applicable legal CPR entity (in the event no CPR legal entity is named, the default shall be Canadian Pacific Railway Company); b. CPR’s purchase order number; c. invoice number; d. invoice date; e. date(s) that the Service and Materials were provided; f. a detailed description of Services and Materials provided; g. itemized invoice amount and currency (default Canadian); h. a cumulative total of Fees for this Contract; i. a total of Fees paid, due and yet to be billed for each active SOW; j. a total of Approved Expenses to date for each active SOW; k. when provided, reference to CPR internal Contract number; l. applicable sales and non-sales taxes as separate amounts and further separated by jurisdiction; and, m. the Supplier’s sales tax registration numbers; (d) Subject to reasonable CPR verification and the provisions of Article 3.053.05 – DISPUTED INVOICES, CPR shall pay all undisputed invoice amounts within forty (40) days of the invoice receipt by CPR, or the receipt of the Services and Materials whichever comes later; (e) A Fee (or Fees) shall be deemed waived by the Supplier if not invoiced or demanded in writing within 12 months following the later of: (i) the date of the Service being provided (or applicable portion to be invoiced); or, (ii) the earliest date an invoice may be delivered pursuant to the terms of the Contract, a SOW, or a Change Order. (f) Supplier shall comply with all applicable tax laws including without limitation, the collection and remittance of any and all applicable taxes, levies, duties, and charges in connection with performing Supplier’s obligations in this Contract (including applicable payroll taxes). Without limiting the foregoing, Supplier shall be responsible for compliance with and payment of all sales taxes, use taxes, excise taxes, custom duties and all contributions and taxes for employment compensation, insurance and old age pensions, or annuities now or hereafter imposed by any governmental authority with respect to or covered by Supplier in the execution of any Services or delivery of any Materials subject to American taxes or applicable jurisdiction; (g) Supplier shall be liable for and indemnify and reimburse CPR for any Claims made or assessed against CPR arising from Supplier’s non-compliance with any applicable tax laws. Upon request by CPR, Supplier shall provide to CPR certification that it has complied with such tax laws. Where applicable, Supplier shall certify to CPR that it has posted PST security as indicated above and, to the extent Supplier fails to do so, CPR shall be entitled pursuant to Article 3.02 (h) to withhold the applicable value of PST from its payments to Supplier and remit same to the responsible authorities;

XXXXXXXX and Payment. (a) Unless set out in a SOW Supplier shall invoice CPR monthly in arrears for Fees and Approved Expenses; (b) Invoices without a purchase order shall be rendered in pdf format and submitted via email to XX_Xxxxxxxxx@xxx.xx; (cb) All invoices shall be in a form acceptable to CPR and shall at a minimum clearly indicate: a. the applicable legal CPR entity (in the event no CPR legal entity is named, the default shall be Canadian Pacific Railway Company); b. CPR’s purchase order number; c. invoice number; d. invoice date; e. date(s) that the Service and Materials were provided; f. a detailed description of Services and Materials provided; g. itemized invoice amount and currency (default Canadian); h. a cumulative total of Fees for this Contract; i. a total of Fees paid, due and yet to be billed for each active SOW; j. a total of Approved Expenses to date for each active SOW; k. when provided, reference to CPR internal Contract number; l. applicable sales and non-sales taxes as separate amounts and further separated by jurisdiction; and, m. the Supplier’s sales tax registration numbers; (dc) Subject to reasonable CPR verification and the provisions of Article 3.05– DISPUTED INVOICES, CPR shall pay all undisputed invoice amounts within forty (40) days of the invoice receipt by CPR, or the receipt of the Services and Materials whichever comes later; (ed) A Fee (or Fees) shall be deemed waived by the Supplier if not invoiced or demanded in writing within 12 months following the later ofof the: (i) the date of the Service being provided (or applicable portion to be invoiced); or, (ii) the earliest date an invoice may be delivered pursuant to the terms of the Contract, a SOW, or a Change Order. (f) Supplier shall comply with all applicable tax laws including without limitation, the collection and remittance of any and all applicable taxes, levies, duties, and charges in connection with performing Supplier’s obligations in this Contract (including applicable payroll taxes). Without limiting the foregoing, Supplier shall be responsible for compliance with and payment of all sales taxes, use taxes, excise taxes, custom duties and all contributions and taxes for employment compensation, insurance and old age pensions, or annuities now or hereafter imposed by any governmental authority with respect to or covered by Supplier in the execution of any Services or delivery of any Materials subject to American taxes or applicable jurisdiction; (g) Supplier shall be liable for and indemnify and reimburse CPR for any Claims made or assessed against CPR arising from Supplier’s non-compliance with any applicable tax laws. Upon request by CPR, Supplier shall provide to CPR certification that it has complied with such tax laws. Where applicable, Supplier shall certify to CPR that it has posted PST security as indicated above and, to the extent Supplier fails to do so, CPR shall be entitled pursuant to Article 3.02 (h) to withhold the applicable value of PST from its payments to Supplier and remit same to the responsible authorities;

XXXXXXXX and Payment. (a) Unless set out in a SOW Supplier shall invoice CPR monthly in arrears for Fees and Approved Expenses; (b) Invoices without a purchase order shall be rendered in pdf format and submitted via email to XX_Xxxxxxxxx@xxx.xxXX_Xxxxxxxxx@XXX.xx; (c) All invoices shall be in a form acceptable to CPR and shall at a minimum clearly indicate: a. the applicable legal CPR entity (in the event no CPR legal entity is named, the default shall be Canadian Pacific Railway Company); b. CPR’s purchase order number; c. invoice number; d. invoice date; e. date(s) that the Service and Materials were provided; f. a detailed description of Services and Materials provided; g. itemized invoice amount and currency (default Canadian); h. a cumulative total of Fees for this Contract; i. a total of Fees paid, due and yet to be billed for each active SOW; j. a total of Approved Expenses to date for each active SOW; k. when provided, reference to CPR internal Contract number; l. applicable sales and non-sales taxes as separate amounts and further separated by jurisdiction; and, m. the Supplier’s sales tax registration numbers; (d) Subject to reasonable CPR verification and the provisions of Article 3.05– DISPUTED INVOICES, CPR shall pay all undisputed invoice amounts within forty (40) days of the invoice receipt by CPR, or the receipt of the Services and Materials whichever comes later; (e) A Fee (or Fees) shall be deemed waived by the Supplier if not invoiced or demanded in writing within 12 months following the later of: (i) the date of the Service being provided (or applicable portion to be invoiced); or, (ii) the earliest date an invoice may be delivered pursuant to the terms of the Contract, a SOW, or a Change Order. (f) Supplier shall comply with all applicable tax laws including without limitation, the collection and remittance of any and all applicable taxes, levies, duties, and charges in connection with performing Supplier’s obligations in this Contract (including applicable payroll taxes). Without limiting the foregoing, Supplier shall be responsible for compliance with and payment of all sales taxes, use taxes, excise taxes, custom duties and all contributions and taxes for employment compensation, insurance and old age pensions, or annuities now or hereafter imposed by any governmental authority with respect to or covered by Supplier in the execution of any Services or delivery of any Materials subject to American taxes or applicable jurisdiction; (g) Supplier shall be liable for and indemnify and reimburse CPR for any Claims made or assessed against CPR arising from Supplier’s non-compliance with any applicable tax laws. Upon request by CPR, Supplier shall provide to CPR certification that it has complied with such tax laws. Where applicable, Supplier shall certify to CPR that it has posted PST security as indicated above and, to the extent Supplier fails to do so, CPR shall be entitled pursuant to Article 3.02 (h) to withhold the applicable value of PST from its payments to Supplier and remit same to the responsible authorities;