Common use of Payment Clause in Contracts

Payment. 4.1 Unless otherwise agreed in writing by HMS, payment shall be made by the Customer within 14 days of delivery of the Products and dispatch by HMS of the invoice in relation thereto. Unless otherwise agreed in writing, prices shall apply ”CIP”. Prices do not include costs for dispatch preparation and packaging unless otherwise agreed. Prices do not include statutory value added tax. It shall be applied at the statutory rate on the date of the invoice and shown separately on said invoice. 4.2 Our offers and order confirmations are based on the economic, legal, competitive and technical conditions at the time of their preparation. If individual price-forming elements, factors and costs necessary for the performance of our contractual obligations (in particular material, raw material, labor, freight or energy costs), hereinafter collectively referred to as "Price Elements", change and if this results in an overall increase in the cost of the Products of more than five percent (5%), we shall set out this circumstance in writing, stating our reasons, and shall be entitled to submit a request for price adjustment ("Price Adjustment Request"). We shall be entitled to adjust the agreed price in accordance with the Price Adjustment Request unless the Customer objects to such request within a period of ten (10) business days. If the Customer objects, we will negotiate the price adjustment. The result of the agreement on the price adjustment shall be agreed in writing. If we are unable to reach an agreement on the price adjustment within a period of eight (8) weeks from receipt of the price adjustment request by the customer, we shall have the right to extraordinarily terminate the order and the contracts with the customer thereby established. 4.3 If the Customer is not available to receive the Products on the agreed date, payment shall nonetheless be made as if delivery had taken place in accordance with the order. In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. 4.4 If case of late payment, HMS shall be entitled to penalty interest in accordance with applicable law. 4.5 In cases of delay in acceptance HMS shall furthermore undertake to store the products ordered at the customer's expense and risk. During the period of delay in acceptance HMS' liability shall be restricted to intent and gross negligence. The risk of accidental loss or other accidental deterioration of the products ordered shall moreover pass over to the customer. If the customer so requests, HMS must also insure the products ordered at the customer's expense. 4.6 If the delay in acceptance persists for more than two months, HMS shall have the right to sell or dispose of the products as it sees fit. If the yield from said sale is not sufficient to cover the amount due to HMS including additional cost resulting from the delay in acceptance (sales price, costs of storage and insurance etc.), the customer shall be under obligation to reimburse the difference. HMS' right to enforce payment of the purchase price against acceptance of the products as well as of any loss or damage and additional expenses shall remain unaffected by this. 4.7 If the Customer has failed to pay any amount due within three months after its due date, HMS shall, in addition to penalty interest, be entitled to compensation for its loss in connection with the late payment in accordance with applicable law. 4.8 HMS shall be entitled to satisfactory security for the timely payment by the Customer if HMS has reason to believe that the Customer has or will have difficulties paying. If such security is not immediately provided upon HMS’s request, HMS shall be entitled to immediately suspend its work for the Customer and to stop further deliveries to the Customer.

Payment. 4.1 Unless otherwise agreed in writing by HMS, payment shall be made by the Customer within 14 days of delivery of the Products and dispatch by HMS of the invoice in relation thereto. Unless otherwise agreed in writing, prices shall apply ”CIP”. Prices do not include costs for dispatch preparation and packaging unless otherwise agreed. Prices do not include statutory value added tax. It shall be applied at the statutory rate on the date of the invoice and shown separately on said invoice. 4.2 Our offers and order confirmations are based on For deliveries to be made within six months after conclusion of the economiccontract, legal, competitive and technical conditions at the time of their preparation. If individual price-forming elements, factors and costs necessary for the performance of our contractual obligations (in particular material, raw material, labor, freight or energy costs), hereinafter collectively referred to prices shall be regarded as "Price Elements", change and if this results in an overall increase firmly agreed unless delivery is made in the cost context of a permanent contractual obligation. For deliveries which are not to be made within six months after conclusion of the Products of more than five percent (5%)contract, we shall set out this circumstance in writing, stating our reasons, and shall be entitled to submit a request for price adjustment ("Price Adjustment Request"). We shall be entitled HMS reserves the right to adjust its prices on account of changes in the agreed price in accordance with the Price Adjustment Request unless the Customer objects to costs of raw materials, exchange rates, taxes and public dues such request within a period of ten (10) business days. If the Customer objects, we will negotiate the price adjustment. The result as may have occurred since conclusion of the agreement on contract. Evidence of such changes in costs is to be furnished to the price adjustment shall be agreed in writingcustomer if he so requests. If we are unable to reach an agreement on In such cases the price adjustment within a period of eight (8) weeks from receipt of the price adjustment request by the customer, we customer shall have the right to extraordinarily terminate rescind the order and contract within a period of two weeks after having been informed of the contracts with the customer thereby establishedprice adjustment. 4.3 If the Customer is not available to receive the Products on the agreed date, payment shall nonetheless be made as if delivery had taken place in accordance with the order. In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. 4.4 If case of late payment, HMS shall be entitled to penalty interest in accordance with applicable law. 4.5 In cases of delay in acceptance HMS shall furthermore undertake to store the products ordered at the customer's expense and risk. During the period of delay in acceptance HMS' liability shall be restricted to intent and gross negligence. The risk of accidental loss or other accidental deterioration of the products ordered shall moreover pass over to the customer. If the customer so requests, HMS must also insure the products ordered at the customer's expense. 4.6 If the delay in acceptance persists for more than two months, HMS shall have the right to sell or dispose of the products as it sees fit. If the yield from said sale is not sufficient to cover the amount due to HMS including additional cost resulting from the delay in acceptance (sales price, costs of storage and insurance etc.), the customer shall be under obligation to reimburse the difference. HMS' right to enforce payment of the purchase price against acceptance of the products as well as of any loss or damage and additional expenses shall remain unaffected by this. 4.7 If the Customer has failed to pay any amount due within three months after its due date, HMS shall, in addition to penalty interest, be entitled to compensation for its loss in connection with the late payment in accordance with applicable law. 4.8 HMS shall be entitled to satisfactory security for the timely payment by the Customer if HMS has reason to believe that the Customer has or will have difficulties paying. If such security is not immediately provided upon HMS’s request, HMS shall be entitled to immediately suspend its work for the Customer and to stop further deliveries to the Customer.

Payment. 4.1 Unless otherwise agreed in writing by HMS, payment Our invoices shall be made by the Customer payable within 14 10 days of delivery of the Products and dispatch by HMS of the invoice in relation thereto. Unless otherwise agreed in writing, prices shall apply ”CIP”. Prices do not include costs for dispatch preparation and packaging unless otherwise agreed. Prices do not include statutory value added tax. It shall be applied at the statutory rate on the date of the invoice without any deduction. Default interest of at least 9.2% above the relevant applicable base rate of the Austrian National Bank shall be charged for late payments in addition to a reminder fee of EUR 40.00 per reminder, without prejudice to any other claims. In the event of non-payment or any justified doubts as to the Customer’s credit standing, we shall be entitled to withhold performance of any outstanding supply obligations and shown separately to demand payment in advance. 1/3 of the order value shall be paid, without any deduction, upon receipt of the order confirmation for supplies with a net value in excess of EUR 10,000.00. If a bill of exchange is accepted by us, payment shall be deemed to have been made once it has been successfully redeemed. It is expressly stipulated that the same shall apply to cheques. Here too, any costs arising shall be borne by the buyer. If the goods cannot be delivered due to any reasons for which the Customer is at fault, the payment deadline shall not be extended as a result. In such an eventuality, the payment deadline shall start to run at the time the goods are reported by us as being ready for dispatch. Payments made by the Customer shall first be imputed to claims that do not relate to the most recent supply, and only thereafter to claims relating to the most recent supply. In addition, they shall be imputed first of all to costs, interest and default interest, and only thereafter to principal amounts due (this shall also apply in particular in relation to our retention of title). In the event that the Customer fails to pay an invoice on said invoicetime, or only pays one of several invoices due, the Customer shall be deemed to have forfeit the right to deferred payment in respect of all outstanding amounts owed to us, with the result that all amounts outstanding shall become immediately payable, irrespective of the particular payment deadlines granted for individual partial payments by agreement or by the acceptance of bills of exchange. No payments may be withheld on account of warranty claims or for the purpose of offsetting against any counterclaims available to the Customer or against any counterclaims that have not been expressly recognised by us, and under all circumstances any right of retention shall be limited to the claims available to the Customer to the amount required in order to rectify the defect, and must pertain the same contractual relationship. In the event that the Customer experiences payment difficulties (financial collapse, means of payment not honoured, bill of exchange or cheque protested, pledge, composition, bankruptcy etc. 4.2 Our offers and order confirmations ), the full amount of the invoice under the respective supply shall fall due for payment immediately in addition to any other outstanding claims without any requirement for us to issue an official notice of default to the Customer. If our payment terms are not adhered to, including in the event of insolvency, any discounts granted (based on the economicvalid catalogue price) shall lapse and the gross price shall be payable. In such an eventuality, legal, competitive and technical conditions we shall be entitled at any time to recover the time of their preparation. If individual price-forming elements, factors and costs necessary for the performance of our contractual obligations (in particular material, raw material, labor, freight or energy costs), hereinafter collectively referred to as "Price Elements", change and if this results in an overall increase in goods supplied at the cost of the Products Customer and to dispose of more than five percent (5%)them as best as we are able, we shall set out this circumstance in writing, stating our reasons, and shall be entitled without thereby releasing the Customer from the obligation to submit a request comply with the contract or establishing any entitlement for price adjustment ("Price Adjustment Request")the Customer to claim damages due to non-performance. We shall be entitled to adjust withdraw from the agreed price contract in accordance with advance of supply if we have justified reason to doubt the Price Adjustment Request unless solvency of the Customer objects to such request within a period of ten (10) business days. If the Customer objects, we will negotiate the price adjustmentCustomer. The result of same shall apply if we receive any adverse information from a reliable source concerning the agreement on the price adjustment shall be agreed in writingCustomer’s credit standing. If we are unable to reach an agreement on the price adjustment within a period of eight (8) weeks from receipt of the price adjustment request by the customer, we shall have We reserve the right to extraordinarily terminate demand cash on delivery for new customers. In the order and the contracts with the customer thereby established. 4.3 If event of non-payment, the Customer is not available further undertakes to receive pay any costs necessary in relation to the Products on appropriate enforcement or recovery of the agreed dateclaim, including in particular the reminder fees arising for us and all costs, expenses and cash outlays incurred, including in particular also any lawyers’ costs incurred as a result of non-payment shall nonetheless be made as if delivery had taken place according to the fee scale for out-of-court payment reminder procedures involving a lawyer, in accordance with addition to the orderself-standing fee scale of the Bar Association for Upper Austria in Linz. In case Irrespective of default in acceptance or other breach any instructions concerning the allocation of duties to cooperate by the purchaser incoming funds that specify otherwise, we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. 4.4 If case of late payment, HMS shall be entitled to penalty interest allocate incoming amounts at our discretion in accordance with applicable law. 4.5 In cases of delay in acceptance HMS shall furthermore undertake to store the products ordered at the customer's expense and risk. During the period of delay in acceptance HMS' liability shall be restricted to intent and gross negligence. The risk of accidental loss or other accidental deterioration of the products ordered shall moreover pass over to the customer. If the customer so requests, HMS must also insure the products ordered at the customer's expense. 4.6 If the delay in acceptance persists for more than two months, HMS shall have the right to sell or dispose of the products as it sees fit. If the yield from said sale is not sufficient first instance to cover reminder fees, lawyers’ costs etc. and only thereafter to interest and principal amounts, even in the amount due to HMS including additional cost resulting from event that an enforceable order has been obtained or in the delay in acceptance (sales price, costs event of storage and insurance etcdebt enforcement.), the customer shall be under obligation to reimburse the difference. HMS' right to enforce payment of the purchase price against acceptance of the products as well as of any loss or damage and additional expenses shall remain unaffected by this. 4.7 If the Customer has failed to pay any amount due within three months after its due date, HMS shall, in addition to penalty interest, be entitled to compensation for its loss in connection with the late payment in accordance with applicable law. 4.8 HMS shall be entitled to satisfactory security for the timely payment by the Customer if HMS has reason to believe that the Customer has or will have difficulties paying. If such security is not immediately provided upon HMS’s request, HMS shall be entitled to immediately suspend its work for the Customer and to stop further deliveries to the Customer.

Payment. 4.1 Unless otherwise agreed in writing by HMS, payment All invoices shall be made by the Customer payable in full within 14 20 days of delivery of the Products and dispatch by HMS of the invoice in relation theretodate. Bank fees are to be paid by the custo- mer/purchaser/orderer. All payments are to be made directly to us. Our representatives or travelling sale- speople are not authorised to collect payment. Unless otherwise noted by the customer/purchaser/orderer, incoming payments shall be applied to the oldest unpaid invoice. Any special discounts agreed upon in writing, prices shall apply ”CIP”. Prices do not include which are only granted if there are no outstan- ding invoices to be paid, are to be taken from the gross invoice amount, i.e. from the sum of the value of the goods, costs for dispatch preparation additional services and packaging unless otherwise agreed. Prices do not include statutory value value-added tax. It shall be applied at If the statutory rate on the date of the invoice and shown separately on said invoice. 4.2 Our offers and order confirmations are based on the economic, legal, competitive and technical conditions at the time of their preparation. If individual price-forming elements, factors and costs necessary for the performance of our contractual obligations (customer/purchaser/orderer falls behind in particular material, raw material, labor, freight or energy costs), hereinafter collectively referred to as "Price Elements", change and if this results in an overall increase in the cost of the Products of more than five percent (5%)payments, we shall set out this circumstance in writing, stating our reasons, and shall be entitled to submit a request charge interest in the amount of 2% above the current discount rate plus the statutory value-added tax as compensation without proof from the time of default, regardless of the pos- sibility to claim for price adjustment ("Price Adjustment Request")higher actual damages, especially in the amount of the interest rate normally charged by commercial banks for overdrafts. We If the customer/ purchaser/orderer culpably does not meet his payment obligations, we shall be entitled to adjust the agreed price in accordance with the Price Adjustment Request unless the Customer objects to such request within a period of ten (10) business days. If the Customer objects, we will negotiate the price adjustment. The result demand immediate payment of the agreement on entire outstanding balance or by way of security the price adjustment provisional return of the supplied goods, even if we have accepted drafts or cheques. We shall furthermore be entitled to request advance payment or additional securities for goods not yet delivered. A payment shall be agreed in writing. If deemed effected when we are unable to reach an agreement on the price adjustment within a period of eight (8) weeks from receipt can dispose of the price adjustment request amount; draft or cheque payments shall only be considered as being received upon final red- emption. All costs incurred in the collection of payments shall be borne by the customer, we /purchaser/orderer. We shall have the right only be liable for any disadvantages due to extraordinarily terminate the order and the contracts with the customer thereby established. 4.3 If the Customer is not available to receive the Products on the agreed date, payment shall nonetheless be made as incorrect or untimely presentation or protest if delivery had taken place in accordance with the order. In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. 4.4 If case of late payment, HMS shall be entitled to penalty interest in accordance charged with applicable law. 4.5 In cases of delay in acceptance HMS shall furthermore undertake to store the products ordered at the customer's expense and risk. During the period of delay in acceptance HMS' liability shall be restricted to intent and wilful or gross negligence. The risk customer/ purchaser/orderer shall only be entitled to offset such claims against our payment demand which are undis- puted by us or have been determined to be legally valid. The assertion of accidental loss or other accidental deterioration of the products ordered shall moreover pass over to the customer. If the customer so requests, HMS must also insure the products ordered at the customer's expense. 4.6 If the delay in acceptance persists for more than two months, HMS shall have the right to sell or dispose of the products as it sees fitretention is excluded. If the yield This pertains in particular to rights and demands deri- ved from said sale is not sufficient to cover the amount due to HMS including additional cost resulting from the delay in acceptance (sales price, costs of storage and insurance etcwarranty claims.), the customer shall be under obligation to reimburse the difference. HMS' right to enforce payment of the purchase price against acceptance of the products as well as of any loss or damage and additional expenses shall remain unaffected by this. 4.7 If the Customer has failed to pay any amount due within three months after its due date, HMS shall, in addition to penalty interest, be entitled to compensation for its loss in connection with the late payment in accordance with applicable law. 4.8 HMS shall be entitled to satisfactory security for the timely payment by the Customer if HMS has reason to believe that the Customer has or will have difficulties paying. If such security is not immediately provided upon HMS’s request, HMS shall be entitled to immediately suspend its work for the Customer and to stop further deliveries to the Customer.