Common use of Prices and Terms of Payment Clause in Contracts

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines and fails to make a written request to Bitmain no less than five (5) business days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to terminate this Agreement and the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% of the purchase price of such batch of Products. If there are any remaining balance after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurement. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. 3.5 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 2 contracts

Sources: Sales and Purchase Agreement (Akerna Corp.), Sales and Purchase Agreement (Sphere 3D Corp)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payabledue and payable by the Purchaser) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines and fails to make a written request to Bitmain no less than five (5) business days Business Days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to terminate this Agreement and the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% of the purchase price of such batch of Products. If there are any remaining balance after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurement. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one15] month days before the current Payment Deadline for the applicable batch is shipped of Products set forth on Appendix B and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). . (iv) Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. The payments for the batches that the Purchaser has cancelled cannot be used as down payments for any batch listed in this Agreement. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days Business Days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. 3.5 The Parties shall confirm the corresponding batch of the Product(s) of each payment before such payment is made by the Purchaser. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, such as the defaults of the Purchaser and the product discount offered to the Purchaser. 3.6 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 2 contracts

Sources: Sales and Purchase Agreement (Riot Blockchain, Inc.), Sales and Purchase Agreement (Riot Blockchain, Inc.)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines and fails to make a written request to Bitmain no less than five (5) business days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to terminate this Agreement and request the Purchase shall be liable for Purchaser to pay a reasonable liquidated damage (not a penalty) of [20]% 20% of the purchase price of such batch of ProductsProducts within sixty (60) days. In the event that the Purchaser fails to pay the aforementioned liquidated damage after the expiration of the time limit, Bitmain shall be entitled to terminate this Agreement. If there are any remaining balance of the Purchaser after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser requests to continue to make payment after previous delay, while Bitmain has not terminated this Agreement, Bitmain shall be entitled to reject the payment temporarily and request the Purchaser to pay the aforementioned liquidated damage. Afterwards, the Parties shall negotiate the settlement separately. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurementprocurement and the liability of the Purchaser shall be no less than 20% of the Total Purchase Price. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s), 6 / 27 provided that the Purchaser has received the notification of the actual price. Before Bitmain notifies the actual price, the Purchaser shall make the payment timely as specified in 3.1. Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall may be credited to the balance of the Purchaser and its affiliatesaffiliates with Bitamin’s approval. The payments for the batches that the Purchaser has cancelled cannot be used as down payments for any batch listed in this Agreement. However, the remaining balance shall be refunded to the Purchaser free of any interest two years after the Order is cancelled. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. If the Purchaser has exercised its options, the payment of the current batch of Product(s) shall not be changed again. 3.5 The Parties shall confirm the corresponding batch of the Product(s) of each payment before such payment is made by the Purchaser. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, such as the defaults of the Purchaser and the product discount offered to the Purchaser. 3.6 Before the delivery date, Bitmain shall be entitled to request the Purchaser to sign a Sales and Purchase Agreement by sending a written notice to the Purchaser, and the Purchaser shall cooperate to sign such Sales and Purchase Agreement and pay the price of the remaining batch(s) of Products to Bitmain as specified in this Agreement. If the Purchaser refuses to sign a Sales and Purchase Agreement as required by Bitmain, Bitmain shall be entitled to request the Purchaser to perform his rights and obligations refer in this Agreement. 3.7 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 2 contracts

Sources: Sales and Purchase Agreement (Lm Funding America, Inc.), Sales and Purchase Agreement (Lm Funding America, Inc.)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 Default of the full payment (1) In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines deadline(s) set forth in Appendix B, Bitmain, at its sole discretion, shall be entitled to request the Purchaser to pay, within sixty (60) days after such applicable deadline, liquidated damages equal to twenty percent (20%) of the Purchaser’s payment obligations with respect to the batch of Products for which payment was not made within the prescribed deadline (with the understanding such amount is reasonable and fails shall not constitute a penalty as set forth in Clause 27 of this Agreement), provided, however, Purchaser shall not be required to make a pay such liquidated damages if it obtains Bitmain’s prior written request consent for an extension of its obligation to Bitmain no less than pay within five (5) business days prior to of the prescribed deadline and obtain Bitmain’s written consentdeadline: (i) Failure of payment of the liquidated damage: in the event that the Purchaser fails to pay the aforementioned amounts after the expiration of the final payment deadline, Bitmain shall be entitled to terminate this Agreement and the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% of the purchase price of such batch of ProductsAgreement. If there are any remaining balance of the Purchaser after deducting the for liquidated damagedamages, such remaining balance shall be refunded to the Purchaser free of any interest. (ii) Request of resumption of performance by Purchaser: if the Purchaser requests to continue to make payment of the purchase price after its initial delay, and if Bitmain has not otherwise terminated this Agreement, Bitmain shall be entitled to reject the payment of the purchase price temporarily and request the Purchaser pay the aforementioned liquidated damage. If Afterwards, the Parties shall negotiate the settlement separately. (2) Notwithstanding the foregoing, if the Purchaser fails to pay the down any payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurementprocurement and the liability of the Purchaser shall be no less than twenty percent (20%) of the Total Purchase Price. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent by an amount that would equate to the dollar difference in price. Under this circumstance, by which the estimated price exceeds the actual price (if any) with Bitmain shall have having the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, provided, however, prior to Bitmain’s notification of the actual price, the Purchaser shall make timely payments based on the estimated price as specified in Clause 3.1. The Purchaser shall not claim any refund from Bitmain if the estimated price exceeds the actual price. Subject to Bitmain’s prior approval, any balance resulting from the Purchaser’s payment of the estimated purchase price may be credited towards the Purchaser’s (or its Affiliates’) payment of the actual price. If In the event the Purchaser has made cancels any Order for any batches of Products, the payments and there is remaining balancefor those batches cannot be used as down payments for any other batch listed in this Agreement. However, such the remaining balance shall be credited refunded to the balance Purchaser free of any interest two years after the Purchaser and its affiliatesOrder is cancelled. Furthermore, the Purchaser shall confirm in writing the result of exercise its exercise of the options option under this Clause 3.4 by written confirmation to Bitmain within two (2) days after Bitmain provides notifies the Purchaser with of the actual price, and if it is overdue . If the Purchaser fails to provide confirmation of its exercise of its option and no agreement is reached between the PartiesParties within such two (2) day period, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause 3.4 and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. If the Purchaser exercises its options pursuant to this Clause 3.4, no additional changes to the payment options shall be made for the current batch of Product(s). 3.5 Before the Purchaser makes any payment on any batch of Product(s), the Parties shall confirm and agree on the batch of the Product(s) against which payment is being made. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, including, but not limited to, defaults of the Purchaser and the product discount offered to the Purchaser. 3.6 Before the delivery date, Bitmain shall be entitled to request the Purchaser to sign a Sales and Purchase Agreement by sending a written notice to the Purchaser, and the Purchaser shall cooperate to sign such Sales and Purchase Agreement and pay the price of the remaining batch(s) of Products to Bitmain as specified in this Agreement. If the Purchaser refuses to sign a Sales and Purchase Agreement as required by Bitmain, Bitmain shall be entitled to request the Purchaser to perform its rights and obligations referred in this Agreement. 3.7 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunderhereunder (including, without limitation, any sales, use, value added, VAT, GST, PST or other taxes of a similar nature imposed by any federal, state or local taxing authority). If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 2 contracts

Sources: Sales and Purchase Agreement (Ault Global Holdings, Inc.), Sales and Purchase Agreement (Ault Global Holdings, Inc.)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines and fails to make a written request to Bitmain no less than five (5) business days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to terminate this Agreement and the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% 20% of the purchase price of such batch of Products. If there are any remaining balance after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurement. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] one month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. The payments for the batches that the Purchaser has cancelled cannot be used as down payments for any batch listed in this Agreement. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. 3.5 The Parties shall confirm the corresponding batch of the Product(s) of each payment before such payment is made by the Purchaser. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, such as the defaults of the Purchaser and the product discount offered to the Purchaser. 3.6 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 2 contracts

Sources: Sales and Purchase Agreement (Ikonics Corp), Sales and Purchase Agreement (Ikonics Corp)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 Default of the full payment (1) In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines deadline(s) set forth in Appendix B, Bitmain, at its sole discretion, shall be entitled to request the Purchaser to pay, within sixty (60) days after such applicable deadline, liquidated damages equal to twenty percent (20%) of the Purchaser’s payment obligations with respect to the batch of Products for which payment was not made within the prescribed deadline (with the understanding such amount is reasonable and fails shall not constitute a penalty as set forth in Clause 27 of this Agreement), provided, however, Purchaser shall not be required to make a pay such liquidated damages if it obtains Bitmain’s prior written request consent for an extension of its obligation to Bitmain no less than pay within five (5) business days prior to of the prescribed deadline and obtain Bitmain’s written consentdeadline: (i) Failure of payment of the liquidated damage: in the event that the Purchaser fails to pay the aforementioned amounts after the expiration of the final payment deadline, Bitmain shall be entitled to terminate this Agreement and the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% of the purchase price of such batch of ProductsAgreement. If there are any remaining balance of the Purchaser after deducting the for liquidated damagedamages, such remaining balance shall be refunded to the Purchaser free of any interest. (ii) Request of resumption of performance by Purchaser: if the Purchaser requests to continue to make payment of the purchase price after its initial delay, and if Bitmain has not otherwise terminated this Agreement, Bitmain shall be entitled to reject the payment of the purchase price temporarily and request the Purchaser pay the aforementioned liquidated damage. If Afterwards, the Parties shall negotiate the settlement separately. (2) Notwithstanding the foregoing, if the Purchaser fails to pay the down any payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurementprocurement and the liability of the Purchaser shall be no less than twenty percent (20%) of the Total Purchase Price. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] one month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; oror ​ (ii) request Bitmain to increase the rated hashrate in equivalent by an amount that would equate to the dollar difference in price. Under this circumstance, by which the estimated price exceeds the actual price (if any) with Bitmain shall have having the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, provided, however, prior to Bitmain’s notification of the actual price, the Purchaser shall make timely payments based on the estimated price as specified in Clause 3.1. The Purchaser shall not claim any refund from BitmainBitmain if the estimated price exceeds the actual price. If Any balance resulting from the Purchaser has made payments and there is remaining balance, such remaining balance Purchaser’s payment of the estimated purchase price shall be credited to the balance of Purchaser or its Affiliates. In the event the Purchaser and its affiliatescancels any Order for any batches of Products, the payments for those batches cannot be used as down payments for any other batch listed in this Agreement. However, the remaining balance shall be refunded to the Purchaser free of any interest no later than two years after the Order is cancelled. Furthermore, the Purchaser shall confirm in writing the result of exercise its exercise of the options option under this Clause 3.4 by written confirmation to Bitmain within two (2) days after Bitmain provides notifies the Purchaser with of the actual price, and if it is overdue . If the Purchaser fails to provide confirmation of its exercise of its option and no agreement is reached between the PartiesParties within such two (2) day period, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause 3.4 and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. If the Purchaser exercises its options pursuant to this Clause 3.4, no additional changes to the payment options shall be made for the current batch of Product(s). 3.5 Before the Purchaser makes any payment on any batch of Product(s), the Parties shall confirm and agree on the batch of the Product(s) against which payment is being made. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, including, but not limited to, defaults of the Purchaser and the product discount offered to the Purchaser. 3.6 Before the delivery date, Bitmain shall be entitled to request the Purchaser to sign a Sales and Purchase Agreement by sending a written notice to the Purchaser, and the Purchaser shall cooperate to sign such Sales and Purchase Agreement and pay the price of the remaining batch(s) of Products to Bitmain as specified in this Agreement. If the Purchaser refuses to sign a Sales and Purchase Agreement as required by Bitmain, Bitmain shall be entitled to request the Purchaser to perform its rights and obligations referred in this Agreement. 3.7 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunderhereunder (including, without limitation, any sales, use, value added, VAT, GST, PST or other taxes of a similar nature ​ ​ imposed by any federal, state or local taxing authority). If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 1 contract

Sources: Sales and Purchase Agreement (Terawulf Inc.)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines and fails to make a written request to Bitmain no less than five (5) business days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to terminate this Agreement respective batch and the Purchase Purchaser shall be liable for a reasonable liquidated damage (not a penalty) of [20]% 20% of the purchase price of such batch of Products. If there are any remaining balance after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurement. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] one month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. The payments for the batches that the Purchaser has cancelled cannot be used as down payments for any batch listed in this Agreement. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. 3.5 The Parties shall confirm the corresponding batch of the Product(s) of each payment before such payment is made by the Purchaser. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, such as the defaults of the Purchaser and the product discount offered to the Purchaser. 3.6 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 1 contract

Sources: Sales and Purchase Agreement (Iris Energy LTD)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) prices stated are all excl. VAT. The lessee shall pay for all costs associated with the installation, disassembly, pick-up, returning and operation in addition to all costs for fuel, lubrication oils, electricity, excise duties, etc. When the equipment is returned, it shall be paid fully fueled and the cost of oils and lubricants and cleaning, etc. shall be invoiced to the lessee. Environmental and risk premiums shall be invoiced according to the latest applicable rates. Currently, the rates are, respectively, 3% and 7%. The lessor shall calculate a monthly deposit and a month’s rent in accordance advance when equipment is leased. The deposit is invoiced with the first invoice for the lease payment. The terms of payment schedule set forth to the lessor are net cash, unless there has been signed a separate agreement on this. In the event of late payment, the lessor shall add interest per commenced month of 2%. The lessor shall also charge a reminder fee that currently amounts to at least DKK 100 per reminder letter that has been sent. In addition, there shall be charged a fee of at least DKK 250 in Appendix B of this Agreement. 3.2 In the event that the Purchaser fails lessor passes the case to fully settle an attorney and requests that the respective percentage receivable be sent to a collection agency. Any potential disagreements / disputes between the lessee and the lessor or any potential set-offs from the lessee’s side do not entitle the lessee to avoid making a timely payment of the Total Purchase Price before invoiced amounts - regardless of whether this concerns the prescribed deadlines lease payment, costs for restorations or the like. The lessor’s transport costs are calculated based on the assumption that the vehicle can drive unhindered on a stable, even and fails firm surface where it is not necessary to make use mobile cranes, road plates or the like. If this is not possible, the lessee should expect a written request to Bitmain no less than five (5) business days prior surcharge to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to terminate this Agreement and the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% of the purchase price of such batch of Products. If there are any remaining balance after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurement. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual transport price. The actual price transport cost is invoiced to the lessee and is calculated based on the applicable rates - which can be supplied upon the lessee’s request - or as part of an offer. The lessee should note that there are police requirements that mean that the lessee must ensure that public street areas are cordoned off no later than 48 hours before equipment is installed. The lessor shall assume no liability for any potential additional costs that may be incurred as a result of parked cars or the like inside the cordoned off area. If such a situation results in a parking fine, this shall be invoiced to the lessee with a surcharge of 10% of the value of the fine. When equipment is delivered on schedule, and there are reasons that are not the fault of the lessor that result in waiting periods, these waiting periods will be determined [one] month before the current batch is shipped and with reference invoiced to the market circumstances, provided that the actual price shall not be higher than the estimated pricelessee. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. 3.5 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 1 contract

Sources: Leasing Agreement

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax due and payable) for the Products shall be calculated as provided in Appendix A to this Agreement and shall be paid in installments in accordance with the payment schedule and the prescribed payment deadline for each Batch of Products set forth in Appendix B to this Agreement (each, a “Payment Deadline”); provided, however, upon the Purchaser’s request (which request shall be made no less than five (5) Business Days prior to the applicable Payment Deadline), the Payment Deadline with respect to a Batch of this Agreement. 3.2 In Products may be extended by Bitmain’s written consent without penalty to the event that Purchaser, which consent shall not be unreasonably withheld extension of the prescribed deadlines for payment from Bitmain. If the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines Payment Deadlines and fails to make a written request to Bitmain no less than five (5) business days 5 Business Days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to terminate this Agreement and the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% 20% of the purchase price of such batch of Products. If there are any remaining balance after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser Purchase free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurement. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. 3.5 3.2 The Parties understand and agree that the applicable prices of the Product(s) Products are inclusive of applicable bank transaction fee, fees and export duties but are exclusive of any and all applicable import duties, taxes taxes, and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunderhereunder by . If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, necessary to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 1 contract

Sources: Future Sales and Purchases Agreement (Riot Blockchain, Inc.)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive price charged will be that price indicated on the Seller’s Order Form or any Acknowledgement of Order issued by the Seller for the Goods and will be subject to Value Added Tax and any other Government duty or tax payable) shall unless the appropriate exemptions for zero rating are proved to the Seller in such detail as will satisfy H M Customs & Excise. Any such Value Added Tax or other government duty or tax will be paid calculated on the balance due under the contract at the rate ruling on the day of delivery or settlement of the order in accordance with full whichever, is the payment schedule set forth sooner, unless an invoice is raised within 14 days of the earlier event in Appendix B which case it will be calculated at the rate prevailing at the date of this Agreementinvoice. 3.2 Unless otherwise marked on the Order Form or Acknowledgement of Order, the price shall include Dry Fitting of cabinets and appliances only. In the event that the Purchaser fails to fully settle the respective percentage an authorised representative of the Total Purchase Price before Seller agrees on behalf of the prescribed deadlines Seller to carry out any further fitting and fails to make a written request to Bitmain no less than five (5) business days prior installation work in relation to the prescribed deadline and obtain Bitmain’s written Goods then these shall be carried out solely on the understanding that the Seller shall not be liable for any loss or damage, that may result there from. ALL other work required to place the Goods in “working order” is the responsibility of the Buyer. 3.3 The Seller shall not be bound to give up possession of the Goods until it shall have received payment in full of all sums due under the Contract. If the Seller shall allow provisional credit in respect of any part of the Goods, it shall be without prejudice to its right to refuse to give up possession of any other part of the Goods except against payment. 3.4 Interest on all sums due shall run at the rate of 4 above the base lending rate of Barclays Bank PLC from time to time compounded quarterly which shall accrue from day to day until payment is received after as well as before any judgement therefore. 3.5 Save as provided in Condition 4. 3.1 the Buyer may not cancel the Contract without the consent, Bitmain of the Seller, which if given shall be deemed to be on the express condition that the Buyer shall indemnify the Seller against any loss, damage claims or actions arising out of such cancellation and the Seller (without prejudice to any other right or remedy available) shall be entitled to terminate this Agreement forfeit the Deposit paid to him by the buyer and upon crediting the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% of the purchase price of such batch of Products. If there are any remaining balance after deducting the liquidated damage, such remaining balance shall be refunded Deposit to the Purchaser free of any interest. If the Purchaser fails Buyer to pay the down payment on recover from him all losses and/or expenses suffered or incurred by him as a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurementresult thereof. 3.3 3.6 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain Buyer shall have the no right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially set off, statutory or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual priceotherwise. 3.5 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 1 contract

Sources: Conditions of Sale

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines and fails to make a written request to Bitmain no less than five (5) business days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to terminate this Agreement and the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% of the purchase price of such batch of Products. If there are any remaining balance after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurement. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. 3.5 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholdingwith holding.

Appears in 1 contract

Sources: Sales and Purchase Agreement (Integrated Ventures, Inc.)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) Our prices are quoted in EUR and are net prices. Any packaging and shipping charges shall be paid invoiced additionally. Quoted prices do not include VAT which will be added at the appropriate rate in accordance with effect at the payment schedule set forth in Appendix B time of this Agreementinvoicing. 3.2 We shall bill the prices agreed upon during formation of the contract and which are based on the cost factors effective at the time. In the event that said cost factors, in particular those referring to material, wages, energy, dues, freight, etc. should change between the Purchaser fails to fully settle the respective percentage formation of the Total Purchase Price before contract and the prescribed deadlines agreed upon delivery/service performance date, we have the right to adjust our prices accordingly, provided the time period between contract formation and fails to make a written request to Bitmain no agreed upon delivery/service performance date is not less than five (5) business days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to terminate this Agreement and the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% of the purchase price of such batch of Products. If there are any remaining balance after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurement4 months. 3.3 The Total Purchase Price set forth in this Agreement Labor and services to be performed by us shall be charged based on time expended unless a lump sum price has been expressly agreed upon. Invoicing takes place at the sole discretion of Interflex on a monthly or quarterly basis or after service or work has been rendered. Upon our request, the Purchaser is merely obliged to make an estimate of the price and not the actual price. The actual price will be determined [one] month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated priceappropriate advance payment. 3.4 Upon receipt of notification The Purchaser shall confirm the hours worked and work performed by our staff on the form presented to the former. Any travel time required or waiting periods for which we are not responsible shall be part of the actual price provided hours worked. 3.5 The travel expenses of our staff, in particular the cost of driving and accommodations as well as per diem shall be invoiced separately to the Purchaser. 3.6 Our invoices are due and payable in net thirty (30) days after receipt. Payment is considered made on the date of receipt or on the date it is credited to our bank account. Bills of exchange and checks are only to be considered as payment after having been cashed. Payments by Bitmain, the bill of exchange must be agreed upon in writing beforehand. The Purchaser shall pay the usual bank discount charges and other costs that might be entitled to three options: (i) continue to perform the Order incurred immediately and in cash. The risk of the current batch method of payment shall be borne by the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; orPurchaser. (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain 3.7 The Purchaser shall have the right to negotiate with set off any counterclaim against our entitlements to payment only if the Purchaser for the amount Purchaser’s counterclaim has not been disputed by us or has been declared final by a court of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. 3.5 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental chargeslaw. The Purchaser shall pay or reimburse Bitmain for all taxes levied have the right to assert any rights of retention only to the extent that the Purchaser’s counter entitlement is based on or assessed against the amounts payable hereunder. If any payment is subject same contractual relation as our entitlement to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholdingpayment.

Appears in 1 contract

Sources: General Terms and Conditions

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive exclusive of any tax payable) shall be paid by the Purchaser in the following ways, in each case, in accordance with the payment schedule set forth in Appendix B of this Agreement: (i) No less than US$ 1,733,000 out of the Total Purchase Price shall be paid by the Purchaser with Bitmain coupons; and (ii) Purchaser may apply additional Bitmain coupons if permitted by Bitmain (if not permitted, said Bitmain coupons shall remain available on Purchaser’s Bitmain account for future purchases); and (iii) The remaining amounts shall be paid in cash to the Bank Account. 3.2 The payment date shall be the date as evidenced in the remittance copy of such payment. Interest shall not be charged when the respective amounts have been received by Crypt in full according to the agreed payment schedule. 3.3 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price with respect to the Products before the applicable prescribed deadlines deadline(s) in accordance with Appendix B of this Agreement, Crypt shall, at its sole discretion, be entitled to request the Purchaser to pay a reasonable liquidated damage (with the understanding such amount is reasonable and shall not constitute a penalty as set forth in Clause 23 of this Agreement) of 20% of the Total Purchase Price (“Liquidated Damages”) within sixty (60) days after such applicable deadline. In the event that the Purchaser fails to make a written request to Bitmain no less than five (5) business days prior to pay the prescribed deadline and obtain Bitmain’s written consentLiquidated Damages after the expiration of the applicable final payment deadline, Bitmain Crypt shall be entitled to terminate this Agreement and Agreement, or resell the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% of the purchase price of such batch of ProductsProducts to other customers. If there are is any remaining balance of the Purchaser after deducting the liquidated damageLiquidated Damages, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser fails to pay make payments in accordance with the down payment schedule as set forth in Appendix B on a timely basis and Bitmain has arranged production or procurement, Bitmain Crypt shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurement. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate procurement and the liability of the price and not the actual price. The actual price will be determined [one] month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order no less than 20% of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual priceTotal Purchase Price. 3.5 3.4 The Parties understand and agree that the applicable prices of the Product(s) are Total Purchase Price is inclusive of applicable bank transaction feetransaction, but are is exclusive of any and all shipping costs, applicable import taxes, import/export duties, taxes and fees and governmental charges. The Purchaser shall pay or reimburse Bitmain Crypt for all taxes levied (including, without limitation, any sales, use, value added, VAT, GST, PST or other taxes of a similar nature imposed by any federal, state or local taxing authority) on or assessed against the amounts payable hereunderhereunder upon receipt of documentation thereof. If any payment is subject to tax withholding, the Purchaser shall pay such additional amounts as necessary, to ACTIVE/113512750.2 ensure that Bitmain Crypt receives the full amount it would have received had payment not been subject to such tax withholding. Except for the fees explicitly agreed to be borne by Crypt, any other fees not included in the Total Purchase Price shall be borne by the Purchaser. Pursuant to the relevant tax-related laws and regulations, the Parties are responsible for their own tax expenses related to this Agreement in accordance with their own tax payment obligations. 3.5 To the extent that Cryptech receives Bitmain coupons related to this SPA, such coupons shall be applied to or transferred to Purchaser’s Bitmain account for use on future purchases.

Appears in 1 contract

Sources: Sales and Purchase Agreement (Cleanspark, Inc.)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 The payment date shall be the date as evidenced in the remittance copy of such payment. Interest shall not be charged when the respective amounts have been received by ___________ in full according to the agreed payment schedule. Different clients may have different payment schedules. No interest shall be charged on the remaining amount. 3.3 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price with respect to any batch of Products before the applicable prescribed deadlines deadline in accordance with Appendix B of this Agreement and fails to make a written request to Bitmain ___________ no less than five (5) 5 business days prior to the such prescribed deadline and obtain Bitmain___________’s written consent, Bitmain ___________ shall be entitled to terminate this Agreement with respect to such batch of Products, or resell such batch of Products to other customers, and in each case, in addition to the Purchase Purchaser’s indemnity obligations under Clause 7, the Purchaser shall be liable for (i) interest at a rate of 1% per annum with respect to the purchase price of such batch of Product(s), accruing for the period from the next day of the applicable prescribed deadline as specified in Appendix B for that batch of Product(s) to the earlier of (x) the date of actual and full payment for that batch of Product(s) or (y) ___________ terminates this Agreement with respect to such batch of Products or resells such batch of Products to other customers, and (ii) a reasonable liquidated damage (not a penalty) of [20]% 20% of the purchase price of such batch of ProductsProducts (“___________ Liquidated Damages”). If there are any remaining balance after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser Purchaser, free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain ___________ shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurement. Notwithstanding the foregoing, ___________ shall use best efforts to mitigate its damages (which, for avoidance of doubt, may result in ___________ not being entitled to all or any portion of the ___________ Liquidated Damages or any indemnity or other payment from the Purchaser, as a result of ___________ having limited or no losses). For the avoidance of doubt, termination or modification of this Agreement with respect to any particular batch of Product(s) shall not, in any way, vary, limit or extend the Parties’ rights and obligations in respect of other batches under this Agreement. 3.3 The Total Purchase Price set forth in 3.4 If ___________ breaches the terms of this Agreement is merely an estimate solely and directly as a result of events or occurrences beyond the price and reasonable control of ___________ (including breach by ___________’s supplier of its agreement with ___________), then the Purchaser shall not the actual price. The actual price will be determined [one] month before the current batch is shipped and with reference entitled to the market circumstancesany Purchaser Liquidated Damages or other indemnity or other payments from ___________, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any a refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual priceadvance payments. 3.5 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction feetransaction, import/export duties, taxes and fees and insurance, but are exclusive of any and all logistics costs, applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain ___________ for all taxes levied on or assessed against the amounts payable hereunderhereunder upon receipt of documentation thereof. If any payment is subject to tax withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain ___________ receives the full amount it would have received had payment not been subject to such tax withholding.

Appears in 1 contract

Sources: Futures Sales and Purchase Agreement (Cleanspark, Inc.)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines and fails to make a written request to Bitmain no less than five (5) business days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to terminate this Agreement and the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% of the purchase price of such batch of Products. If there are any remaining balance after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the reasonable loss related to such production or procurement. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one15] month days before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. The payments for the batches that the Purchaser has cancelled cannot be used as down payments for any batch listed in this Agreement. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. 3.5 The Parties shall confirm the corresponding batch of the Product(s) of each payment before such payment is made by the Purchaser. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, such as the defaults of the Purchaser and the product discount offered to the Purchaser. 3.6 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 1 contract

Sources: Sales and Purchase Agreement (Cipher Mining Inc.)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any sales and use tax payable) ), the Margin Fee, the Upfront Fee shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 The payment date shall be the date as evidenced in the remittance copy of such payment. Interest shall not be charged when the respective amounts have been received by _____________ in full according to the agreed payment schedule. Different clients may have different payment schedules. No interest shall be charged on the remaining amount. 3.3 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price with respect to any batch of Products before the applicable prescribed deadlines deadline in accordance with Appendix B of this Agreement and fails to make a written request to Bitmain _____________ no less than five (5) business days prior to the such prescribed deadline and obtain Bitmain_____________’s written consent, Bitmain _____________shall be entitled to terminate this Agreement and request the Purchase shall be liable for Purchaser to pay a reasonable liquidated damage (not a penalty) of [20]% 20% of the purchase price of such batch of Products (“Liquidated Damages”) within sixty (60) days. In the event that the Purchaser fails to pay the Liquidated Damages after the expiration of the time limit, _____________ shall be entitled to terminate this Agreement with respect to such batch of Products, or resell such batch of Products to other customers. If there are any remaining balance of the Purchaser after deducting the liquidated damageLiquidated Damage, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser requests to continue to make payment after previous delay, while _____________ has not terminated this Agreement, _____________ shall be entitled to reject the payment temporarily and request the Purchaser to pay the Liquidated Damages. Afterwards, the Parties shall negotiate the settlement separately. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain _____________ shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurementprocurement and the liability of the Purchaser shall be no less than 20% of the Total Purchase Price. For the avoidance of doubt, termination or modification of this Agreement with respect to any particular batch of Product(s) shall not, in any way, vary, limit or extend the Parties’ rights and obligations in respect of other batches under this Agreement. 3.3 3.4 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] one month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification 3.5 The Parties shall confirm the corresponding batch of the actual Product(s) of each payment before such payment is made by the Purchaser. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, such as the defaults of the Purchaser. 3.6 Before the delivery date, _____________ shall be entitled to request the Purchaser to sign a Purchase Order (“PO”) by sending a written notice to the Purchaser, and the Purchaser shall reasonably cooperate to sign such PO and pay the price provided of the remaining batch(s) of Products to _____________ as specified in this Agreement. If the Purchaser refuses to sign a PO as required by Bitmain, Bitmain shall be entitled to request the Purchaser to perform his rights and obligations refer in this Agreement. The terms of this Agreement shall apply to any future PO. To the extent that the terms of a PO conflict with this Agreement, the terms of PO shall control. 3.7 If _____________ breaches the terms of this Agreement solely and directly as a result of events or occurrences beyond the reasonable control of _____________ (including breach by _____________’s supplier of its agreement with _____________), then the Purchaser shall not be entitled to any Purchaser Liquidated Damages or other indemnity or other payments from _____________, provided that the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any a full refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual priceadvance payments. 3.5 3.8 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction feetransaction, and insurance, but are exclusive of any and all logistics costs, applicable import taxes, import/export duties, taxes and fees and governmental charges. The Purchaser shall pay or reimburse Bitmain _____________ for all taxes levied on or assessed against the amounts payable hereunderhereunder upon receipt of documentation thereof, except for any tax on _____________ income derived from this Agreement. If any payment is subject to tax withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain _____________ receives the full amount it would have received had payment not been subject to such tax withholding.

Appears in 1 contract

Sources: Futures Sales and Purchase Agreement (Cleanspark, Inc.)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines and fails to make a written request to Bitmain no less than five (5) business days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to terminate this Agreement and the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% 20% of the purchase price of such batch of Products. If there are any remaining balance after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurement. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] one month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. 3.5 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 1 contract

Sources: Sales and Purchase Agreement (Cleanspark, Inc.)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines and fails to make a written request to Bitmain no less than five (5) business days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to terminate this Agreement and request the Purchase shall be liable for Purchaser to pay a reasonable liquidated damage (not a penalty) of [20]% 20% of the purchase price of such batch of ProductsProducts within sixty (60) days. In the event that the Purchaser fails to pay the aforementioned liquidated damage after the expiration of the time limit, Bitmain shall be entitled to terminate this Agreement. If there are any remaining balance of the Purchaser after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser requests to continue to make payment after previous delay, while Bitmain has not terminated this Agreement, Bitmain shall be entitled to reject the payment temporarily and request the Purchaser to pay the aforementioned liquidated damage. Afterwards, the Parties shall negotiate the settlement separately. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurementprocurement and the liability of the Purchaser shall be no more than 20% of the Total Purchase Price. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] month fifteen (15) days before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s), provided that the Purchaser has received the notification of the actual price. Before Bitmain notifies the actual price, the Purchaser shall make the payment timely as specified in 3.1. Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall may be credited to the balance of the Purchaser and its affiliatesaffiliates with Bitmain’s approval. The payments for the batches that the Purchaser has cancelled cannot be used as down payments for any batch listed in this Agreement. However, the remaining balance shall be refunded to the Purchaser free of any interest two years after the Order is cancelled. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. If the Purchaser has exercised its options, the payment of the current batch of Product(s) shall not be changed again. 3.5 The Parties shall confirm the corresponding batch of the Product(s) of each payment before such payment is made by the Purchaser. This confirmation shall be used to determine matters where different arrangements are applicable to different batches, such as the defaults of the Purchaser and the product discount offered to the Purchaser. 3.6 Before the delivery date, Bitmain shall be entitled to request the Purchaser to sign a Sales and Purchase Agreement by sending a written notice to the Purchaser, and the Purchaser shall cooperate to sign such Sales and Purchase Agreement and pay the price of the remaining batch(s) of Products to Bitmain as specified in this Agreement. If the Purchaser refuses to sign a Sales and Purchase Agreement as required by Bitmain, Bitmain shall be entitled to request the Purchaser to perform its rights and obligations refer in this Agreement. 3.7 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 1 contract

Sources: Sales and Purchase Agreement (Bit Digital, Inc)

Prices and Terms of Payment. 3.1 The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. 3.2 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines and fails to make a written request to Bitmain no less than five (5) business days prior to the prescribed deadline and obtain Bitmain’s 's written consent, Bitmain shall be entitled to terminate this Agreement and the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% of the purchase price of such batch of Products. If there are any remaining balance after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser to be responsible for the loss related to such production or procurement. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. 3.5 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 1 contract

Sources: Sales and Purchase Agreement (Applied Blockchain, Inc.)

Prices and Terms of Payment. 3.1 9.1 The Total purchase price for the Products shall be quoted excluding any amount for Services performed or to be performed by KMAB and shall be regulated by the respective Binding Agreement (“Purchase Price (inclusive Price”). 9.2 Payment for the Products shall be regulated by the respective Binding Agreement. If terms of any tax payable) payment are not regulated by the respective Binding Agreement then payment for the Products shall be paid by Purchaser within thirty (30) calendar days of the date of the Purchase Order (“Payment”). Payment shall be made in accordance the currency and to the account designated by KMAB. Purchaser shall pay all taxes arising directly from any Agreement, excluding taxes based on KMAB’s income. Should Purchaser deduct any compulsory withholding taxes from payments to KMAB, Purchaser shall promptly furnish KMAB with official documents evidencing such due and proper payment to the payment schedule set relevant governmental authority and shall furthermore put forth its best efforts to assist KMAB in Appendix B obtaining any tax credit or tax exemption in relation thereto. Taxes shall be billed as separate items. Spare Parts and Services shall be paid within thirty (30) calendar days of this Agreementthe date of the respective Purchase Order. 3.2 In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines and fails to make a written request to Bitmain no less than five (5) business days 9.3 If, prior to the prescribed deadline and obtain Bitmain’s written consentDelivery Date, Bitmain KMAB reasonably anticipates that Purchaser will be unable to fulfil its payment obligations, KMAB shall be entitled to terminate this Agreement and demand from Purchaser an amount of security for payment as KMAB deems sufficient under the Purchase circumstances. Should such security not be given, as reasonably requested by KMAB, KMAB shall be liable for a reasonable liquidated damage (not a penalty) of [20]% entitled to, at its sole discretion, cancel subject Agreement without requiring the consent of the purchase price of such batch of Products. If there are Purchaser or any remaining balance after deducting court and shall furthermore be entitled to receive, from Purchaser, compensation for all Services performed, to date, by KMAB in connection with the liquidated damagerespective Agreement. 9.4 Interest on overdue payments shall accrue at the highest rate permitted under applicable law commencing upon the date subject payment(s) became due and payable and, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurementif necessary, Bitmain KMAB shall be entitled to request take legal action against Purchaser anywhere in the Purchaser world as necessary to be responsible for the loss related to such production or procurementenforce KMAB’s rights as a creditor. 3.3 The Total Purchase Price set forth in this Agreement is merely an estimate of the price and not the actual price. The actual price will be determined [one] month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s). Under this circumstance, the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining balance shall be credited to the balance of the Purchaser and its affiliates. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. 3.5 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 1 contract

Sources: General Conditions of Sale and Delivery

Prices and Terms of Payment. 3.1 The Total Purchase Price Our prices are Ex Works (inclusive of EXW) at our facility unless stated otherwise in the attached quotation. Ex Works prices do not reflect any tax payable) shall cost for delivering the item to your location. You will be paid in accordance with responsible for any delivery costs if you need us to ship the payment schedule set forth in Appendix B of this Agreement. 3.2 In the event that the Purchaser fails goods to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines and fails to make a written request to Bitmain no less than five (5) business days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to terminate this Agreement and the Purchase shall be liable for a reasonable liquidated damage (not a penalty) of [20]% of the purchase price of such batch of Productsyou. If there we quoted you delivered prices, they are any remaining balance after deducting based on carrier rates in effect at the liquidated damagetime of our quote for delivery to your delivery point. Should the carrier’s rates be changed, such remaining balance shall be refunded to the Purchaser free of any interest. If the Purchaser fails to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the Purchaser you agree to be responsible for any increase. Any decrease in rates will be deducted from the loss related to such production or procurement. 3.3 delivered price we quoted. The Total Purchase Price set forth prices we quoted in this Agreement is merely an estimate of offer will remain in effect for thirty (30) days unless we stated otherwise in the price and not the actual priceattached quotation. The actual price will be determined [one] month before the current batch is shipped and with reference to the market circumstances, provided that the actual price shall not be higher than the estimated price. 3.4 Upon receipt of notification of the actual price provided by Bitmain, the Purchaser shall be entitled to three options: (i) continue to perform the Order of the current batch of the Product(s) with the original rated hashrate and pay the remaining amount at the actual price; or (ii) request Bitmain to increase the rated hashrate in equivalent to the difference in price. Under this circumstance, Bitmain shall have We reserve the right to negotiate with increase or decrease prices at any time to allow for changes in our cost of labor, materials and/or other manufacturing costs after thirty (30) days have passed. If the Purchaser for prices we quoted are subject to any Sales or Excise taxes, use or Manufacturer’s tax imposed by Federal, State, Municipal or other Government authorities upon the sale, use, and/or manufacture of the goods being offered, the amount of the additional rated hashrate based on its then inventory; or (iii) partially or wholly cancel the Order of the current batch of Product(s)such taxes will be added to our quoted prices. Under this circumstance, the Purchaser shall Our quoted prices do not claim include any refund from Bitmainsuch taxes. If you accept this offer, you agree to pay such taxes even if the Purchaser has made payments statute imposing the tax places the tax on us. We reserve the right to require a partial advance cash payment with any order. Our payment terms are Net Monthly Account (NMA) unless we agree otherwise in writing. Net Monthly Account means that you promise you will pay your bill within the month in which our invoice is dated. Invoices issued within the last five working days of any month will bear the following month’s date. We reserve the right to require stage payments. If we require stage payments, you may be invoiced in separate installments accordingly. A service charge of one (1%) percent per month, or the maximum amount allowed by law, whichever is less, will be added to your bill if you do not make payment before the net date of our invoice. If you fail to make any stage payment when due we may at our option suspend work on your order and there is remaining balancetreat your failure to pay as a wrongful termination of our agreement, in which case you may be required to pay us damages as described in section 3 above. If you offer as payment a cheque or other note, such remaining balance shall offer will not be credited to the balance of the Purchaser considered a payment unless and its affiliates. Furthermore, the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual priceuntil converted into cleared funds. 3.5 The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount it would have received had payment not been subject to such withholding.

Appears in 1 contract

Sources: Sales Contract