Common use of Price and Payment Terms Clause in Contracts

Price and Payment Terms. 2.1 The pricing for each of the Products for the Interim Period and each Contract Year shall be as set forth on Appendix A attached hereto and incorporated by reference (“Contract Price”). The parties agree that all Products ordered by Buyer will be loaded onto Weatherford or Smart Sand supplied railcars (which Smart Sand railcars shall consist of *** railcars for Products), and shipped as specified in the purchase order, provided, however, that (i) Buyer agrees to comply with all freight scheduling mechanisms and timeframes designated by Smart Sand in writing to Buyer from time to time, and (ii) all railcars supplied by Weatherford will be set up to receive unpackaged Products, and delivery of the Products shall occur upon the transfer of Products into the applicable railcar via a delivery chute. Delivery will be, and all prices are quoted, FCA Smart Sand’s facility, Incoterms 2010. For the avoidance of doubt, all rail and shipping costs, including, without limitation, transloading charges and insurance costs, shall be borne exclusively by Buyer, including with respect to any Smart Sand supplied railcars. Any railcars to be provided by Smart Sand shall be provided in accordance with that certain Railcar Usage Agreement, by and between Smart Sand and Buyer, dated as of November 1, 2014, and subsequently amended and restated as of the Effective Date (as amended and restated, the “Railcar Usage Agreement”). Smart Sand shall endeavor in good faith to develop the ability to ship a portion of the Products shipped from its Oakdale facility (not to exceed *** of the total annual volume of Products shipped from the Oakdale facility to Buyer) on the Union Pacific Railroad, provided that (i) Buyer shall pay all additional rail and shipping costs associated with shipping such Products on the Union Pacific Railroad, including all costs related to delivering such Products via truck to a Union Pacific Railroad terminal, and (ii) if any federal, state or local government authority restricts Smart Sand’s ability to ship products from its Oakdale facility via truck, Smart Sand shall have no obligation to ship any Products on the Union Pacific Railroad unless and until such restrictions are removed. The Contract Price shall be subject to adjustments implemented during the Term in accordance with the terms set forth in Appendix A.

Price and Payment Terms. 2.1 The pricing for each of the Products for the Interim Period and each Contract Year shall be as set forth on Appendix A C attached hereto and incorporated by reference (“Contract Price”). The parties agree that all Products ordered by Buyer will be loaded onto Weatherford Buyer or Smart Sand supplied railcars (which Smart Sand railcars shall consist of up to *** railcars for Products), and shipped as specified in the purchase order, provided, however, that (i) Buyer agrees to comply with all freight scheduling mechanisms and timeframes designated by Smart Sand in writing to Buyer from time to time, and (ii) all railcars supplied by Weatherford Buyer will be set up to receive unpackaged Products, and (iii) delivery of the Products shall occur upon the transfer of Products into the applicable railcar via a delivery chutechute (whether such railcar is supplied by Smart Sand or Buyer) at Smart Sand’s rail spur facility located in Oakdale, Wisconsin, or such other facility as mutually agreed to, in writing, by Smart Sand and Buyer (the “Facility”). Delivery will be, and all prices are quoted, FCA Smart Sand’s processing facility, Incoterms 2010. Buyer shall reimburse Smart Sand for any damage to Smart Sand’s railcars that occurs while such railcars are in Buyer’s possession. Likewise, Smart Sand shall reimburse Buyer for any damage to Buyer’s railcars that occurs while such railcars are in Smart Sand’s possession. Upon the mutual written agreement of Buyer and Smart Sand, a portion of the Products may be shipped on the Union Pacific Railroad, provided that Buyer shall pay all additional rail and shipping costs associated with shipping such Products on the Union Pacific Railroad, including a $*** transloading charge payable to Smart Sand for shipping such Products on the Union Pacific Railroad which $*** transloading charge shall be inclusive of all costs related to delivering such Products via truck to Smart Sand’s Union Pacific transload site located in Xxxxx Township, Wisconsin (or such other location as mutually determined by Buyer and Smart Sand). For the avoidance of doubt, all rail and shipping costs, fees, expenses, and/or charges, including, without limitation, transloading charges and (including transloader related switching fees), diversion charges, demurrage charges, insurance costs, rail fuel surcharges, and delivery point switch fees, shall be borne and paid exclusively by Buyer, Buyer including with respect to any Smart Sand supplied railcars. Any railcars to be provided by Smart Sand shall be provided in accordance with that certain Railcar Usage Agreement, by and between Smart Sand and Buyer, dated as of November 1, 2014, and subsequently amended and restated as of on or about the Effective Date date hereof (as amended and restated, the “Railcar Usage Agreement”). Smart Sand shall endeavor in good faith to develop the ability to ship a portion of the Products shipped from its Oakdale facility (not to exceed *** of the total annual volume of Products shipped from the Oakdale facility to Buyer) on the Union Pacific Railroad, provided that (i) Buyer shall pay all additional rail and shipping costs associated with shipping such Products on the Union Pacific Railroad, including all costs related to delivering such Products via truck to a Union Pacific Railroad terminal, and (ii) if any federal, state or local government authority restricts Smart Sand’s ability to ship products from its Oakdale facility via truck, Smart Sand shall have no obligation to ship any Products on the Union Pacific Railroad unless and until such restrictions are removed. The Contract Price shall be subject to adjustments implemented during the Term in accordance with the terms set forth in Appendix A.C.

Price and Payment Terms. 2.1 The pricing for each of the Products for the Interim Period and each Contract Year shall be as set forth on Appendix A C attached hereto and incorporated by reference (“Contract Price”). The parties agree Smart Sand agrees that all Products ordered by Buyer and shipped prior to *** will be loaded onto Weatherford or Smart Sand supplied railcars (railcars, which have been provided in accordance with that certain Railcar Usage Agreement, dated August 19, 2014, and subsequently amended and restated on the Execution Date, by and between Smart Sand railcars shall consist of *** railcars for Productsand Buyer (as amended, the “Railcar Usage Agreement”), and shipped as specified in the purchase order, provided, however, that (i) Buyer agrees to comply with all freight scheduling mechanisms and timeframes designated by Smart Sand in writing to Buyer from time to time, and (ii) all railcars supplied by Weatherford will be set up to receive unpackaged Products, and delivery of the Products shall occur upon the transfer of Products into the applicable railcar via a delivery chute. Delivery will be, and all prices are quoted, FCA Smart Sand’s facilityfacility in which such Products are loaded onto railcars (i.e. the Oakdale Facility, the Hixton Facility, or such other facility as determined by the mutual consent of Smart Sand and Buyer), Incoterms 2010. For the avoidance of doubt, all rail and shipping costs, including, without limitation, transloading charges insurance costs and insurance costsin the event that all railcars subject to the Railcar Usage EXECUTION COPY Agreement are not returned in accordance with the terms of the Railcar Usage Agreement, an amount equal to *** per day per railcar for each day that any such railcars are not timely returned, shall be borne exclusively by Buyer. Buyer shall use commercially reasonable efforts to establish a trade account with Smart Sand’s preferred rail carrier and transloader. Prior to the establishment of such trade accounts, including with respect to any Smart Sand supplied railcars. Any railcars to be provided by Smart Sand shall be provided in accordance with that certain Railcar Usage Agreementpay all freight charges and transloading charges for any shipment, by and between Smart Sand and Buyer, dated as of November 1, 2014, and subsequently amended and restated as of the Effective Date (as amended and restated, the “Railcar Usage Agreement”). after which Smart Sand shall endeavor in good faith provide an invoice to develop the ability to ship a portion of the Products shipped from its Oakdale facility (not to exceed Buyer for such charges and Buyer shall pay Smart Sand within *** of the total annual volume date of Products shipped from such invoice. After the Oakdale facility establishment of such trade accounts, Smart Sand may, at its option and with written notice to Buyer) on Buyer in response to the Union Pacific Railroadapplicable purchase order that it intends to, provided that (i) pay all freight charges and transloading charges for any shipment, after which Smart Sand shall provide an invoice to Buyer for such charges and Buyer shall pay all additional rail and shipping costs associated with shipping such Products on the Union Pacific Railroad, including all costs related to delivering such Products via truck to a Union Pacific Railroad terminal, and (ii) if any federal, state or local government authority restricts Smart Sand’s ability to ship products from its Oakdale facility via truck, Smart Sand shall have no obligation to ship any Products on within *** of the Union Pacific Railroad unless and until date of such restrictions are removedinvoice. The Contract Price shall be subject to adjustments implemented during the Term in accordance with the terms set forth in Appendix A.C.

Price and Payment Terms. 2.1 The pricing for each of the Products for the Interim Period and each Contract Year shall be as set forth on Appendix A C attached hereto and incorporated by reference (“Contract Price”). The parties agree that all Products ordered by Buyer will be loaded onto Weatherford Buyer or Smart Sand supplied railcars (which Smart Sand railcars shall consist of *** railcars for Products), and shipped as specified in the purchase order, provided, however, that (i) Buyer agrees to comply with all freight scheduling mechanisms and timeframes designated by Smart Sand in writing to Buyer from time to time, and (ii) all railcars supplied by Weatherford Buyer will be set up to receive unpackaged Products, and delivery of the Products shall occur upon the transfer of Products into the applicable railcar via a delivery chute. Delivery will be, and all prices are quoted, FCA Smart Sand’s facilityrail spur facility located in Oakdale, Wisconsin, or such other Smart Sand facility as determined by Smart Sand, Incoterms 2010. Buyer shall use commercially reasonable efforts to establish a trade account with Smart Sand’s preferred rail carrier and transloader. Prior to the establishment of such trade accounts, Smart Sand shall pay all freight charges and transloading charges for any shipment, after which Smart Sand shall provide an invoice to Buyer for such charges and Buyer shall pay Smart Sand within *** of the date of such invoice. After the establishment of such trade accounts, Smart Sand may, at its option and with written notice to Buyer in response to the applicable purchase order that it intends to, pay all freight charges and transloading charges for any shipment, after which Smart Sand shall provide an invoice to Buyer for such charges and Buyer shall pay Smart Sand within *** of the date of such invoice. Upon the mutual written agreement of Buyer and Smart Sand, a portion of the Products may be shipped on the Union Pacific Railroad, provided that Buyer shall pay all additional rail and shipping costs associated with shipping such Products on the Union Pacific Railroad, including all costs related to delivering such Products via truck to a Union Pacific Railroad terminal. For the avoidance of doubt, unless otherwise agreed to in writing by Smart Sand and Buyer, all rail rail, truck and shipping costs, including, without limitation, transloading charges and insurance costs, shall be borne exclusively by Buyer, including with respect to any Smart Sand supplied railcars. Any railcars to be provided by Smart Sand shall be provided in accordance with that certain Railcar Usage Agreement, by and between Smart Sand and Buyer, dated effective as of November January 1, 2014, and subsequently amended and restated as of the Effective Date 2017 (as amended and restated, the “Railcar Usage Agreement”). Smart Sand shall endeavor in good faith to develop the ability to ship a portion of the Products shipped from its Oakdale facility (not to exceed *** of the total annual volume of Products shipped from the Oakdale facility to Buyer) on the Union Pacific Railroad, provided that (i) Buyer shall pay all additional rail and shipping costs associated with shipping such Products on the Union Pacific Railroad, including all costs related to delivering such Products via truck to a Union Pacific Railroad terminal, and (ii) if any federal, state or local government authority restricts Smart Sand’s ability to ship products from its Oakdale facility via truck, Smart Sand shall have no obligation to ship any Products on the Union Pacific Railroad unless and until such restrictions are removed. The Contract Price shall be subject to adjustments implemented during the Term in accordance with the terms set forth in Appendix A.C.

Price and Payment Terms. 2.1 The pricing for each of the Products for the Interim Period and each Contract Year shall be as set forth on Appendix A attached hereto and incorporated by reference (“Contract Price”). Delivery will be DAT Smart Sand’s Van Hook, ND transload facility, Incoterms 2010; provided, however: (i) upon Smart Sand’s prior written consent, which may not be unreasonably withheld, an amount of Products up to *** in each given month may be delivered FCA Smart Sand’s Oakdale, WI mining facility or Smart Sand’s Xxxxx, WI transload facility, Incoterms 2010, using railcars provided by Buyer; and (ii) upon Smart Sand’s prior written consent, which may be withheld in its sole discretion, an amount of Products up to *** in each given month may be delivered FCA Smart Sand’s Oakdale, WI mining facility or Smart Sand’s Xxxxx, WI transload facility, Incoterms 2010, using railcars provided by Buyer. If Buyer is unable to supply railcars for such FCA shipments, Smart Sand may supply railcars to Buyer for such shipments. Any railcars provided by Smart Sand shall be subject to that certain Rail and Railcar Usage Agreement, by and between Smart Sand and Buyer, dated of even date herewith (the “Rail and Railcar Usage Agreement”). The parties agree that all Products ordered by Buyer will be loaded onto Weatherford railcars or Smart Sand supplied railcars (which Smart Sand railcars shall consist of *** railcars for Products)trucks, as applicable, and shipped as specified in the purchase order, provided, however, that (i) Buyer agrees shall issue purchase orders in a commercially reasonable manner so as to comply with all freight scheduling mechanisms and timeframes designated by avoid a concentration of orders or deliveries in any given week. However, Smart Sand in writing acknowledges that the nature of the business is subject to Buyer from time fluctuations and Smart Sand will use commercially reasonable efforts to time, accommodate reasonable weekly demand swings (subject to the Monthly Maximum). All railcars and (ii) all railcars trucks supplied by Weatherford Buyer will be set up to receive unpackaged Products, and delivery of the Products shall occur upon the transfer of Products into the applicable truck or railcar via a delivery chute. Delivery will bechute or conveyor, and all prices are quoted, FCA Smart Sand’s facility, Incoterms 2010as applicable. For the avoidance of doubt, all rail and shipping coststransloading pricing is included in the Contract Price for DAT Van Hook, including, without limitation, transloading charges and insurance costs, shall be borne exclusively by Buyer, including with respect to any Smart Sand supplied railcars. Any railcars to be provided by Smart Sand shall be provided in accordance with that certain Railcar Usage Agreement, by and between Smart Sand and Buyer, dated as of November 1, 2014, and subsequently amended and restated as of the Effective Date (as amended and restated, the “Railcar Usage Agreement”). Smart Sand shall endeavor in good faith to develop the ability to ship a portion of the Products shipped from its Oakdale facility (not to exceed *** of the total annual volume of Products shipped from the Oakdale facility to Buyer) on the Union Pacific Railroad, provided that (i) Buyer shall pay all additional rail and shipping costs associated with shipping such Products on the Union Pacific Railroad, including all costs related to delivering such Products via truck to a Union Pacific Railroad terminal, and (ii) if any federal, state or local government authority restricts Smart Sand’s ability to ship products from its Oakdale facility via truck, Smart Sand shall have no obligation to ship any Products on the Union Pacific Railroad unless and until such restrictions are removedND deliveries. The Contract Price shall be subject to adjustments implemented during the Term in accordance with the terms set forth in Appendix A.

Price and Payment Terms. 2.1 The pricing for each of the Products for the Interim Period and each Contract Year and the manner of delivery shall be as set forth on Appendix A C attached hereto and incorporated by reference (“Contract Price”). Prior to completion of Smart Sand’s newly constructed rail terminal located in Waynesburg, Pennsylvania (the “New Terminal”), all Products designated for the New Terminal in Appendix C shall be delivered DAP Tidewater’s transload facility in Steubenville, Ohio, Incoterms 2010. Upon Smart Sand providing written notice to Buyer confirming the commencement of operations at the New Terminal, Products shall be delivered DAT Smart Sand’s New Terminal, Incoterms 2010. The parties agree that all Products ordered by Buyer will be loaded onto Weatherford Buyer or Smart Sand supplied railcars (which Smart Sand railcars shall consist of *** railcars for Products), and shipped as specified in the purchase order, provided, however, that (i) Buyer agrees to comply with all freight scheduling mechanisms and timeframes designated by Smart Sand in writing to Buyer from time to time, and (ii) all railcars (if any) and trucks supplied by Weatherford Buyer will be set up to receive unpackaged Products, and (iii) delivery of the Products (other than DAP terminal deliveries) shall occur upon the transfer of Products into the applicable railcar via a delivery chute. Delivery will be, and all prices are quoted, FCA Smart Sand’s facility, Incoterms 2010. For the avoidance of doubt, all rail and shipping costs, including, without limitation, transloading charges and insurance costs, shall be borne exclusively by Buyer, including with respect to any Smart Sand supplied railcars. Any railcars to be provided by Smart Sand shall be provided in accordance with that certain Railcar Usage Agreement, by and between Smart Sand and Buyer, dated as of November 1, 2014, and subsequently amended and restated as of the Effective Date (as amended and restated, the “Railcar Usage Agreement”)truck. Smart Sand shall endeavor in good faith to develop the ability to ship a portion of the Products shipped from its Oakdale facility (not to exceed allocate *** railcars from its railcar fleet for purposes of delivering the total annual volume of Products shipped from the Oakdale facility to Buyer) on the Union Pacific Railroadhereunder, provided that (i) Buyer shall pay all additional rail and shipping costs associated with shipping such Products on the Union Pacific Railroadwhich railcars may, including all costs related to delivering such Products via truck to a Union Pacific Railroad terminal, and (ii) if any federal, state or local government authority restricts in Smart Sand’s ability sole discretion, be interchanged at any time with other railcars in Smart Sand’s railcar fleet. Buyer must pay in full for any order for Products to ship products from its Oakdale facility via truck, be delivered to the applicable terminal that is subsequently cancelled if Smart Sand shall have no obligation has ordered locomotive power for such order and provided written notice and supporting documentation to ship any Products on the Union Pacific Railroad unless and until Buyer that it has ordered such restrictions are removedlocomotive power, in each case, prior to Smart Sand’s receipt of notification of such cancellation. The Contract Price shall be subject to adjustments implemented during the Term in accordance with the terms set forth in Appendix A.herein.

Price and Payment Terms. 2.1 The pricing for each of the Products for the Interim Period and each Contract Year shall be as set forth on Appendix A C attached hereto and incorporated by reference (“Contract Price”). The parties agree Smart Sand agrees that all Products ordered by Buyer and shipped prior to November 30, 2017 will be loaded onto Weatherford or Smart Sand supplied railcars (railcars, which have been provided in accordance with that certain Railcar Usage Agreement, dated August 19, 2014, and subsequently amended and restated on the Execution Date, by and between Smart Sand railcars shall consist of *** railcars for Productsand Buyer (as amended, the “Railcar Usage Agreement”), and shipped as specified in the purchase order, provided, however, that (i) EXECUTION COPY Buyer agrees to comply with all freight scheduling mechanisms and timeframes designated by Smart Sand in writing to Buyer from time to time, and (ii) all railcars supplied by Weatherford will be set up to receive unpackaged Products, and delivery of the Products shall occur upon the transfer of Products into the applicable railcar via a delivery chute. Delivery will be, and all prices are quoted, FCA Smart Sand’s facilityfacility in which such Products are loaded onto railcars (i.e. the Oakdale Facility, the Hixton Facility, or such other facility as determined by the mutual consent of Smart Sand and Buyer), Incoterms 2010. For the avoidance of doubt, all rail and shipping costs, including, without limitation, transloading charges insurance costs and insurance costsin the event that all railcars subject to the Railcar Usage Agreement are not returned in accordance with the terms of the Railcar Usage Agreement, an amount equal to *** per day per railcar for each day that any such railcars are not timely returned, shall be borne exclusively by Buyer. Buyer shall use commercially reasonable efforts to establish a trade account with Smart Sand’s preferred rail carrier and transloader. Prior to the establishment of such trade accounts, including with respect to any Smart Sand supplied railcars. Any railcars to be provided by Smart Sand shall be provided in accordance with that certain Railcar Usage Agreementpay all freight charges and transloading charges for any shipment, by and between Smart Sand and Buyer, dated as of November 1, 2014, and subsequently amended and restated as of the Effective Date (as amended and restated, the “Railcar Usage Agreement”). after which Smart Sand shall endeavor in good faith provide an invoice to develop the ability to ship a portion of the Products shipped from its Oakdale facility (not to exceed Buyer for such charges and Buyer shall pay Smart Sand within *** of the total annual volume date of Products shipped from such invoice. After the Oakdale facility establishment of such trade accounts, Smart Sand may, at its option and with written notice to Buyer) on Buyer in response to the Union Pacific Railroadapplicable purchase order that it intends to, provided that (i) pay all freight charges and transloading charges for any shipment, after which Smart Sand shall provide an invoice to Buyer for such charges and Buyer shall pay all additional rail and shipping costs associated with shipping such Products on the Union Pacific Railroad, including all costs related to delivering such Products via truck to a Union Pacific Railroad terminal, and (ii) if any federal, state or local government authority restricts Smart Sand’s ability to ship products from its Oakdale facility via truck, Smart Sand shall have no obligation to ship any Products on within *** of the Union Pacific Railroad unless and until date of such restrictions are removedinvoice. The Contract Price shall be subject to adjustments implemented during the Term in accordance with the terms set forth in Appendix A.C.

Price and Payment Terms. 2.1 The pricing for each of the Products for the Interim Period and each Contract Year shall be as set forth on Appendix A attached hereto and incorporated by reference C (“Contract Price”). The parties agree that all Products ordered by Buyer will be loaded onto Weatherford or Smart Sand supplied railcars (which Smart Sand railcars shall consist of *** railcars for Products)railcars, and shipped as specified in the purchase order, provided, however, that (i) Buyer agrees to comply with all freight scheduling mechanisms and timeframes designated by Smart Sand in writing to Buyer from time to time, and (ii) all railcars supplied by Weatherford will be set up Buyer shall place orders in a reasonably consistent manner so as to receive unpackaged Productsavoid late month backlogs, and (iii) delivery of the Products shall occur upon the transfer of Products into the applicable railcar via a delivery chute. Delivery will be, and all prices are quoted, be FCA Smart Sand’s facility***, Incoterms 2010. If any railcar is short of the expected tonnage or contains damaged Products, Buyer must notify Smart Sand within *** of such railcar’s arrival at Buyer’s transload facility and the parties shall work in good faith to resolve such shortage or damage, as the case may be. If Buyer does not notify Smart Sand of such shortage or damage within such *** period, then the Products shall be automatically deemed accepted by Buyer. All quoted prices in Appendix C include rail shipment charges (consisting of the base rail rate and rail fuel surcharges charged by the rail carrier) for transporting the Products to ***; provided, however, that (A) such rail shipment charges are based upon current prices set by the rail carrier and may be increased by Smart Sand at any time (including, without limitation, prior to the Contract Year Commencement Date) in connection with any price increases set by the rail carrier, and (B) such rail shipment charges are calculated based upon unit train configurations of at least *** and the delivery and return of such railcars at least *** (“Minimum Railcar Turnaround”), and such rail shipment charges may be increased by Smart Sand if such train configuration or Minimum Railcar Turnaround does not occur. All quoted prices in Appendix C, except with respect to increases related to higher rail shipment charges, shall not increase more than *** in any given Contract Year. Buyer shall promptly return all railcars to Smart Sand, and Smart Sand shall have no liability hereunder for delivery delays caused by Buyer’s failure to promptly return railcars. For the avoidance of doubt, other than the rail shipment charges described above and railcar rental charges, all of which are included in Smart Sand’s price quote, all rail and shipping costs, fees, expenses, and charges, including, without limitation, transloading charges (including transloader related switching fees), diversion charges, and insurance costs, detention and demurrage charges (except for such detention or demurrage charges caused solely by Smart Sand’s negligence or willful misconduct) shall be borne and paid exclusively by Buyer, including with respect to any Smart Sand supplied railcars. Any railcars to be provided by Smart Sand shall be provided in accordance with that certain Railcar Usage Agreement, by and between Smart Sand and Buyer, dated Buyer as of November 1, 2014, and subsequently amended and restated as of the Effective Date (as amended and restated, the “Railcar Usage Agreement”). Smart Sand shall endeavor in good faith to develop the ability to ship a portion of the Products shipped from its Oakdale facility (not to exceed *** of the total annual volume of Products shipped from the Oakdale facility to Buyer) on the Union Pacific Railroad, provided that (i) Buyer shall pay all an additional rail and shipping costs associated with shipping such Products on the Union Pacific Railroad, including all costs related to delivering such Products via truck to a Union Pacific Railroad terminal, and (ii) if any federal, state or local government authority restricts Smart Sand’s ability to ship products from its Oakdale facility via truck, Smart Sand shall have no obligation to ship any Products on the Union Pacific Railroad unless and until such restrictions are removedamount due hereunder. The Contract Price shall be subject to adjustments implemented during the Term in accordance with the terms this Section 2.1 and as set forth in Appendix A.C.