Payment and Security. Payment shall be made by Customer within [***] of invoice date. For the purpose of securing payment of amounts due FDMX from the Customer hereunder, Customer hereby grants to FDMX: (i) a continuing first purchase money security interest in the products to be shipped hereunder, and all accessions thereto and substitutions therefor; and (ii) a continuing purchase money security interest in all of the proceeds of the foregoing. If Customer fails to make payment to FDMX of any invoice for products shipped by FDMX within [***] of the date of such invoice, or should Customer become insolvent or be a party to any bankruptcy or receivership proceeding prior to full payment of all amounts payable hereunder, FDMX may, notwithstanding any other provisions herein set forth, exercise any or all of its rights as a secured creditor under applicable law, including without limitation: (a) refuse to make further shipments to Customer; (b) with or without demand or notice to Customer declare the entire amount unpaid immediately due and payable; and (c) sell any or all of said products as permitted under applicable law, applying the proceeds of the sale to the expenses of retaking, repairing and selling said products, reasonable attorney’s fees and to the satisfaction of all indebtedness then due and unpaid. Any surplus shall be paid to Customer and any deficiency shall be paid to FDMX by Customer. All past due amounts shall accrue delinquency charges at the rate of [***]% ([***] percent) per month. The foregoing notwithstanding, as to orders including any special or custom-made equipment and as to any Customer which FDMX in its sole discretion determines to have insufficient credit worthiness, FDMX reserves the right to require all or a portion of the invoice amount in advance if commencing work on an order, and, as the case may be, a portion upon shipment and the balance within [***] of invoice. For orders shipped outside the United States payment may be made by bank draft (on a bank acceptable to FDMX) or by confirmed, irrevocable letter of credit (naming FDMX as beneficiary) with order or other terms as arranged by FDMX. Any charges related to such letter of credit or other payment arrangement shall be for Customer’s account. Nothing herein shall require FDMX to ship FDMX Products to Customer if any of the requirements in this Schedule are not fulfilled by Customer. DELIVERY: Delivery to a public carrier at FDMX’s manufacturing facility, consigned as Customer directs, shall constitute transfer of the shipment’s title, ownership, possession, and property to Customer at point of such delivery. Carrier will thereafter be deemed as acting for Customer and the shipment will be at Customer’s risk. FDMX Products will be delivered to Customer in packaging reasonably acceptable to Customer, given shipment, warehousing and storage requirements. Customer will advise FDMX in writing of any special packaging or labeling requirements at the time of placing an order. Customer will pay the cost of any special packaging.
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Payment and Security. 1.4.1 Payment shall be made by Customer within [*** * *] of invoice date. For the purpose of securing payment of amounts due FDMX Fujifilm from the Customer hereunder, Customer hereby grants to FDMXFujifilm: (i) a continuing first purchase money security interest in the products Fujifilm Products to be shipped hereunder, and all accessions thereto and substitutions therefor; and (ii) a continuing purchase money security interest in all of the proceeds of the foregoing. If Customer fails to make payment to FDMX Fujifilm of any invoice for products any Fujifilm Product shipped by FDMX Fujifilm within [*** * *] of the date of such invoice, or should Customer become insolvent or be a party to any bankruptcy or receivership proceeding prior to full payment of all amounts payable hereunder, FDMX Fujifilm may, notwithstanding any other provisions herein set forth, exercise any or and all of its rights as a secured creditor under applicable law, including without limitation: (a) refuse to make further shipments to Customer; (b) with or without demand or notice to Customer declare the entire amount unpaid immediately due and payable; and (c) sell any or all of said products as permitted under applicable law, applying the proceeds of the sale to the expenses of retaking, repairing and selling said products, reasonable attorney’s fees and to the satisfaction of all indebtedness then due and unpaid. Any surplus shall be paid to Customer and any deficiency shall be paid to FDMX Fujifilm by Customer. All past due amounts shall accrue a delinquency charges charge at the rate of [* * **] percent ([* * *]% ([***] percent%) per month. The foregoing notwithstandingprovisions of Section 7.2(ii) in connection with payments to a trustee in case of a dispute shall apply to payments hereunder. [* * *] Portions of this agreement were omitted and a complete copy of this agreement has been provided separately to the Securities and Exchange Commission pursuant to the company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as to orders including any special or custom-made equipment and as to any Customer which FDMX in its sole discretion determines to have insufficient credit worthiness, FDMX reserves the right to require all or a portion of the invoice amount in advance if commencing work on an order, and, as the case may be, a portion upon shipment and the balance within [***] of invoice. For orders shipped outside the United States payment may be made by bank draft (on a bank acceptable to FDMX) or by confirmed, irrevocable letter of credit (naming FDMX as beneficiary) with order or other terms as arranged by FDMX. Any charges related to such letter of credit or other payment arrangement shall be for Customer’s account. Nothing herein shall require FDMX to ship FDMX Products to Customer if any of the requirements in this Schedule are not fulfilled by Customer. DELIVERY: Delivery to a public carrier at FDMX’s manufacturing facility, consigned as Customer directs, shall constitute transfer of the shipment’s title, ownership, possession, and property to Customer at point of such delivery. Carrier will thereafter be deemed as acting for Customer and the shipment will be at Customer’s risk. FDMX Products will be delivered to Customer in packaging reasonably acceptable to Customer, given shipment, warehousing and storage requirements. Customer will advise FDMX in writing of any special packaging or labeling requirements at the time of placing an order. Customer will pay the cost of any special packagingamended.
Appears in 1 contract
Payment and Security. Payment shall be made by Customer within [***] of invoice date. For the purpose of securing payment of amounts due FDMX from the Customer hereunder, Customer hereby grants to FDMX: (i) a continuing first purchase money security interest in the products to be shipped hereunder, and all accessions thereto and substitutions therefor; and (ii) a continuing purchase money security interest in all of the proceeds of the foregoing. If Customer fails to make payment to FDMX of any invoice for products shipped by FDMX within [***] of the date of such invoice, or should Customer become insolvent or be a party to any bankruptcy or receivership proceeding prior to full payment of all amounts payable hereunder, FDMX may, notwithstanding any other provisions herein set forth, exercise any or all of its rights as a secured creditor under applicable law, including without limitation: (a) refuse to make further shipments to Customer; (b) with or without demand or notice to Customer declare the entire amount unpaid immediately due and payable; and (c) sell any or all of said products as permitted under applicable law, applying the proceeds of the sale to the expenses of retaking, repairing and selling said products, reasonable attorney’s fees and to the satisfaction of all indebtedness then due and unpaid. Any surplus shall be paid to Customer and any deficiency shall be paid to FDMX by Customer. All past due amounts shall accrue delinquency charges at the rate of [***]% ([***] percent) per month. The foregoing notwithstanding, as to orders including any special or custom-made equipment and as to any Customer which FDMX in its sole discretion determines to have insufficient credit worthiness, FDMX reserves the right to require all or a portion of the invoice amount in advance if commencing work on an order, and, as the case may be, a portion upon shipment and the balance within [***] of invoice. For orders shipped outside the United States payment may be made by bank draft (on a bank acceptable to FDMX) or by confirmed, irrevocable letter of credit (naming FDMX as beneficiary) with order or other terms as arranged by FDMX. Any charges related to such letter of credit or other payment arrangement shall be for Customer’s account. Nothing herein shall require FDMX to ship FDMX Products to Customer if any of the requirements in this Schedule are not fulfilled by Customer. DELIVERY: Delivery to a public carrier at FDMX’s manufacturing facility, consigned as Customer directs, shall constitute transfer of the shipment’s title, ownership, possession, and property to Customer at point of such delivery. Carrier will thereafter be deemed as acting for Customer and the shipment will be at Customer’s risk. FDMX Products will be delivered to Customer in packaging reasonably acceptable to Customer, given shipment, warehousing and storage requirements. Customer will advise FDMX in writing of any special packaging or labeling requirements at the time of placing an order. Customer will pay the cost of any special packaging.. WARRANTY: All FDMX Products are warranted to be [***] for a period of [***] from date of shipment by FDMX. Furthermore, all FDMX Products, when used with Inks and other fluids furnished or Certified by FDMX, are warranted to [***] at the date of shipment for a period of [***] from date of shipment by FDMX. For any products labeled as pre-production release or prototypes, warranty coverage will be on materials and workmanship only and for a period of three (3) months from date of shipment. Products repaired or replaced under warranty will carry coverage for the balance of warranty period of the product from when such product was returned to FDMX. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 8 During the warranty period, FDMX will, at its option, [***] of FDMX products which prove to be defective [***] as stated above. Customer must return FDMX products to the facility designated by FDMX. Customer shall obtain a return materials authorization number (“RMA”) and shipping instructions from FDMX, follow the proper cleaning/flushing procedures in accordance with the respective product manual, and return the product shipping charges prepaid. Shipping charges for all agreed warranty returns will be paid by FDMX and by Customer shall pay for shipping for all rejected warranty returns. Warranty excludes all costs of customs clearance and any other related charges. All replaced products shall become the property of FDMX. The foregoing warranty shall not apply to defects or non-conformance with FDMX specifications that result from:
Appears in 1 contract
Payment and Security. Payment shall be made (A) Except as (i) otherwise provided in this Agreement or an Exhibit or as (ii) Customer has been otherwise notified by Qwest, all Qwest invoices (the "Invoices") are due upon receipt. Any Invoice which is not paid in full by Customer within [***] of invoice datethirty (30) calendar days from Invoice date via check or wire transfer, or in another manner explicitly agreed to by Qwest for Customer, shall be considered past due (the 31st day being the "Past Due Date"). For the purpose of securing payment of amounts due FDMX from the Customer hereunderAll discounts and promotions, Customer hereby grants to FDMX: (i) a continuing first purchase money security interest if any, and taxes, will be included in the products monthly invoice. Any payment received by Qwest on or after the Past Due Date shall be subject to an interest charge on delinquent amounts at the rate of 1.00% of the late payment per month or the maximum lawful rate allowable under applicable state law, whichever is lower. Such interest charge shall be shipped hereunderapplied on any late payments, commencing upon the Past Due Date through the actual date of receipt of payment. Any and all accessions thereto applicable national, federal, state and substitutions therefor; and (ii) a continuing purchase money security interest in all of the proceeds of the foregoing. If Customer fails to make payment to FDMX of any invoice for products shipped by FDMX within [***] of the date of such invoice, or should Customer become insolvent or be a party to any bankruptcy or receivership proceeding prior to full payment of all amounts payable hereunder, FDMX may, notwithstanding any other provisions herein set forth, exercise any or all of its rights as a secured creditor under applicable lawlocal taxes, including without limitation: (a) refuse , all use, sales, value-added, surcharges, excise, franchise, property, commercial, gross receipts, license, privilege or other similar taxes, levies, surcharges, duties, fees, or other tax-related surcharges whether charged to make further shipments to or against Qwest or Customer; (b) , with or without demand or notice to Customer declare the entire amount unpaid immediately due and payable; and (c) sell any or all of said products as permitted under applicable law, applying the proceeds of the sale respect to the expenses Services or underlying facilities provided by Qwest, as well as any other imposition by any governmental authority which has the effect of retakingincreasing Qwest's cost of providing the Services or the underlying facilities, repairing and selling said products, reasonable attorney’s fees and shall be payable by Customer in addition to the satisfaction of all indebtedness then due and unpaidother charges set forth in this Agreement. Any surplus shall be paid to Customer and any deficiency shall be paid to FDMX by Customer. All past due amounts shall accrue delinquency charges at the rate of [***]% ([***] percent) per month. The foregoing notwithstandingIf full payment is not made when due, as to orders including any special or custom-made equipment and as to any Customer which FDMX Qwest, in its sole discretion determines to have insufficient credit worthiness, FDMX reserves the right to require all or a portion of the invoice amount in advance if commencing work on an order, and, as the case may be, a portion upon shipment and the balance within [***] of invoice. For orders shipped outside the United States payment may be made by bank draft (on a bank acceptable to FDMX) or by confirmed, irrevocable letter of credit (naming FDMX as beneficiary) with order or other terms as arranged by FDMX. Any charges related to such letter of credit or other payment arrangement shall be for Customer’s account. Nothing herein shall require FDMX to ship FDMX Products to Customer if any of the requirements in this Schedule are not fulfilled by Customer. DELIVERY: Delivery to a public carrier at FDMX’s manufacturing facility, consigned as Customer directsdiscretion, shall constitute transfer of have the shipment’s titleright, ownership, possession, and property to Customer at point of such delivery. Carrier will thereafter be deemed as acting for Customer and the shipment will be at Customer’s risk. FDMX Products will be delivered to Customer in packaging reasonably acceptable after Qwest has given written notice to Customer, to suspend all or any part of the Services until such time as Customer has paid all unpaid balances (including interest), or to terminate all or any part of the Service, except where such non-payment which gives rise to the termination is based upon applicable and valid tax exempt certificates already given shipmentto Qwest. During any such suspension, warehousing and storage requirements. Customer will advise FDMX in writing of upon any special packaging or labeling requirements at the time of placing an order. Customer will pay the cost of any special packagingsuch termination, no service interruption shall be deemed to occur.
Appears in 1 contract
Samples: Wholesale Services Agreement (Grace Development Inc)
