Common use of Pricing Payment Clause in Contracts

Pricing Payment. As full consideration for the delivery of the Products and the assignment of rights to Customer as provided herein, Customer shall pay Supplier (i) the amount agreed upon and specified in the applicable Purchase Order, or (ii) Supplier's quoted price on date of shipment (for Products), whichever is lower. Supplier shall invoice Customer for all Products actually delivered. Unless otherwise specified in the Purchase Order, any taxes required by law to be included in the price, and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier's invoice. All personal property taxes assessable upon the Products prior to receipt by Customer of Products conforming to the Purchase Order shall be borne by Supplier. Supplier will receive no royalty or other remuneration on the production or distribution of any products developed by Customer or Supplier in connection with or based on the Products provided. Each invoice submitted by Supplier must be provided to Customer within ninety (90) days of delivery of Products and must reference the applicable Purchase Order, and Customer reserves the right to return all incorrect invoices. Customer will receive a two percent (2%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after delivery of the Products. Payment is made when Customer's cheque is mailed or electronically processed. Payment shall not constitute acceptance. If Customer gives Supplier reasonable proof that another supplier has offered to sell Customer a product of similar performance and quantity as the Products for a price which is less than the price of the Products, then Supplier shall, within fifteen (15) days after receiving such proof (a) reduce the price of the Products to meet the competitive price; or (b) allow Customer to purchase the product offered by the other supplier and adjust accordingly the obligations of Customer to purchase the Products hereunder accordingly, including crediting Customer as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as of the date such lower costs were first offered to such other customer. Within 30 days of the last day of each year within this contract term, Supplier’s financial officer will certify in writing that Supplier has strictly complied with these obligations during the period.

Pricing Payment. As full consideration for (a) Unless otherwise provided elsewhere in the delivery of the Products and the assignment of rights to Customer as provided hereinPurchase Agreement, Customer shall pay Supplier prices are: (i) the amount agreed upon and specified stated in the applicable Purchase Order, or U.S. dollars; (ii) Supplier's quoted price on date not subject to increase for the duration of shipment the Purchase Agreement, (for Productsiii) FOB, Seller’s Round Rock, TX assembly facility (INCOTERMS 2010), whichever . Buyer is lower. Supplier shall invoice Customer responsible for all Products actually deliveredfreight, insurance and related transportation costs from Seller’s facility in Round Rock, Texas to Buyer’s specified destination; and (iv) for a fully assembled vehicle meeting the Specifications prior to shipment. No extra charges of any kind will be allowed unless specifically agreed to by Buyer in writing. In the event of material industry cost changes in Product components and parts, Buyer agrees to work in good faith with Seller to mitigate such cost changes and/or share in material cost increases. (b) Unless prohibited by law, Seller will separately indicate on its invoices any taxes imposed on the sale or delivery of products or services. (c) Unless otherwise specified provided elsewhere in the Purchase OrderAgreement, Payment terms shall be [***]. (d) Seller warrants that it is selling at the lowest prices and upon the most favorable terms (including, without limitation, volume, quality and/or payment terms) that it offers any taxes required by law buyer for products or services of the same or similar quality to be included that provided for in the pricePurchase Agreement. If, and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier's invoice. All personal property taxes assessable upon during the Products prior to receipt by Customer term of Products conforming to the Purchase Order shall be borne by Supplier. Supplier will receive no royalty Agreement, Seller makes an offer to sell any such products or other remuneration on the production services to a third party at a lower price or distribution of any products developed by Customer upon one or Supplier in connection with or based on the Products provided. Each invoice submitted by Supplier must be provided to Customer within ninety (90) days of delivery of Products and must reference the applicable Purchase Order, and Customer reserves the right to return all incorrect invoices. Customer will receive a two percent (2%) discount of the invoiced amount for all invoices more terms that are submitted more than ninety (90) days after delivery of the Products. Payment is made when Customer's cheque is mailed or electronically processed. Payment shall not constitute acceptance. If Customer gives Supplier reasonable proof that another supplier has offered to sell Customer a product of similar performance and quantity as the Products for a price which is less favorable than the price or terms then applicable under the Purchase Agreement, then an equivalent reduction or modification of terms will apply to all products or services purchased thereafter for the balance of the Products, then Supplier shall, within fifteen (15) days after receiving such proof (a) reduce the price term of the Products to meet the competitive price; Purchase Agreement. (e) Buyer will be responsible for all sales, use, and similar taxes (excluding taxes based on or (b) allow Customer to purchase the product offered measured by the other supplier and adjust accordingly the obligations net Income, net worth or gross receipts of Customer to purchase the Products hereunder accordingly, including crediting Customer Seller) imposed as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as a result of the date sale of products or services. With notice to Seller, Buyer may pay such lower costs were first offered taxes directly to such other customerthe taxing authority where allowed by law. Within 30 days of Seller shall remit all taxes paid by Buyer to the last day of each year within this contract termappropriate taxing authority. Upon Buyer’s request, Supplier’s financial officer Seller will certify in writing provide written evidence that Supplier has strictly complied with these obligations during Seller is properly licensed to collect the periodtaxes paid by Buyer.

Pricing Payment. As You must pay for any set-up charges in relation to the services requested and supplied herein and or are set out in the Resellers own Control Panel, or in turn serviced to you by email or post. After any initial payments have been made, thereafter, all payments are made strictly by the agreed method, facilitated and made available within your Control Panel or otherwise set out in an addendum herein, thereafter, on a monthly basis unless agreed in writing by a Director of SKIPROAMING to the contrary; 5.1 At any time during the term of this Agreement, SKIPROAMING may, upon giving Reseller 14 day’s prior notice in writing or by electronic or such expeditious means as SKIPROAMING may from time to time decide, vary its Charges. 5.2 Charges for a Service shall accrue from the date above or the date on which Reseller or the End User commenced use of the Service. 5.3 SKIPROAMING reserves the right to charge daily interest from the due date on any outstanding amounts until payment is received in full consideration rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 as current from time to time whether before or after judgment until the date actual payment is received together with all external costs reasonably and necessarily incurred SKIPROAMING in securing such payment and/or obtaining such judgment, as the case may be notwithstanding termination or suspension of the Agreement or any Service for whatever reason. 5.4 All charges are, unless agreed otherwise, exclusive of value added tax and any other applicable sales tax or duty which shall be payable by Reseller at the prevailing rate. 5.5 In respect to the roaming services SKIPROAMING reserves the right to carry out a credit check prior or after the Resellers acceptance of this agreement and request copies of two utility bills from the declared business address. Subsequent to any credit check SKIPROAMING reserves the right to request a deposit or 3rd party guarantee, to be specified at that time, from the Reseller as a condition of providing or continuing Service. Any deposit shall be held by SKIPROAMING for a period of twelve (12) months (or until the Agreement is otherwise terminated) when it shall be returned in full or credited against an invoice at SKIPROAMING’s sole discretion. Any deposit does not relieve Reseller of the responsibility for the delivery prompt payment of invoices in accordance with relevant Clauses contained herein. 5.6 SKIPROAMING reserve the Products right if undue excess activity on the resellers account is observed, to reduce the payment of invoices to weekly or a security deposit taken to the amount deemed necessary to cover, for a period of no more than 6 months or less if predetermined by SKIPROAMING in writing. 5.7 Payment Methods available are defined on the Resellers Control Panel, website and invoices, SKIPROAMING reserve the assignment right to dictate the method of rights payment when it deems necessary. By entering any credit or debit details onto your Control Panel, you have agreed to Customer as provided herein, Customer shall pay Supplier allow SKIPROAMING to take the respective amounts invoiced on due date without requiring prior notice until the amount owed are cleared. 5.8 If the Reseller pays any Charges due to us: (i) by cheque or direct debit and the amount agreed upon and specified in the applicable Purchase Order, Customer’s approved financial institution refuses to make payment; or (ii) Supplier's quoted price on date of shipment (for Products), whichever is lower. Supplier shall invoice in a currency other than pounds sterling; we will charge the Customer for all Products actually deliveredany bank charges, approved financial institution fees and/or extra administration costs (which may include third party charges) that we incur as a result. 5.9 If the Reseller does not meet the payment due by date, SKIPROAMING reserve the right to: (i) suspend or terminate the Reseller’s access to the Services relevant Control Panel; and/or (ii) charge the Reseller interest on the overdue amount(s) at the rate of 8% per annum above Bank of England base rate. Unless otherwise specified Interest is calculated and accrues daily: and/or (iii) charge an administration fee to cover late payment costs. 5.10 If Reseller disputes any invoice, the Reseller must notify us in writing of the Purchase Orderdispute and providing us with sufficient detail to investigate the matter and determine whether the Reseller’s dispute is genuine and reasonable, any taxes required by law prior to be included in the price, and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier's due date for the invoice. All personal property taxes assessable upon the Products prior to receipt by Customer of Products conforming to the Purchase Order shall be borne by Supplier. Supplier will receive no royalty or other remuneration on the production or distribution of any products developed by Customer or Supplier in connection with or based on the Products provided. Each invoice submitted by Supplier must be provided to Customer within ninety If we determine (90) days of delivery of Products and must reference the applicable Purchase Order, and Customer reserves the right to return all incorrect invoices. Customer will receive a two percent (2%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after delivery of the Products. Payment is made when Customer's cheque is mailed or electronically processed. Payment shall not constitute acceptance. If Customer gives Supplier reasonable proof that another supplier has offered to sell Customer a product of similar performance and quantity as the Products for a price which is less than the price of the Products, then Supplier shall, within fifteen (15) days after receiving such proof at our sole discretion): (a) reduce that the price of Resellers dispute is not genuine or reasonable, the Products to meet Reseller must pay the competitive priceinvoice in full, plus any interest charged on the full invoiced sum in accordance with clause 6.9 above; or (b) allow that the Resellers dispute is genuine and reasonable, the Reseller must pay the undisputed part of the invoice and we will both use all reasonable endeavours to resolve the dispute as quickly as possible. If any such dispute is resolved: (i) such that the Customer still owes SKIPROAMING amount due, the Reseller must pay all sums owed to purchase us within 7 calendar days of resolution of the product offered dispute, SKIPROAMING reserve the right to charge interest in accordance with clause 5.9 above from the date payment of the disputed invoice was due; or (ii) such that we owe the Customer money, we will (at our sole discretion) repay or credit on the next invoice sent to the Customer following resolution of the dispute any amount overpaid by the other supplier and adjust accordingly the obligations of Customer to purchase the Products hereunder accordingly, including crediting Customer as having purchased such products in such quantities from Supplier Reseller. Each Party will responsible for purposes of pricing hereunder. Supplier agrees that the price for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as of the date such lower costs were first offered to such other customer. Within 30 days of the last day of each year within this contract term, Supplier’s financial officer will certify in writing that Supplier has strictly complied with these obligations during the periodtheir own costs.

Pricing Payment. As full consideration for (a) Unless otherwise provided elsewhere in the delivery of Purchase Agreement including the Products and the assignment of rights to Customer as provided hereinpurchase order, Customer shall pay Supplier prices are: (i) stated in EURO; (ii) not subject to increase for the amount duration of the Purchase Agreement; and (iii) DAP – named place (INCOTERMS 2020) . No extra charges of any kind will be allowed unless specifically agreed to by Buyer in writing. (b) Unless prohibited by law, Seller will separately indicate on its invoices any taxes imposed on the sale or delivery of products or services. (c) Unless otherwise provided elsewhere in the Purchase Agreement, Payment terms shall be on the next scheduled twice-monthly payment date seventy-five (75) days following the date of Buyer's receipt of conforming invoice and related Deliverables. Buyer may, at its option, make payment by check, bank transfer payable to a designated EFT or wire address. (d) Seller warrants that it is selling at the lowest prices and upon the most favorable terms (including, without limitation, volume, quality and/or payment terms) that it offers any buyer for products or services of the same or similar quality to that provided for in the Purchase Agreement. If, during the term of the Purchase Agreement, Seller makes an offer to sell any such products or services to a third party at a lower price or upon one or more terms that are more favorable than the price or terms then applicable under the Purchase Agreement, then an equivalent reduction or modification of terms will apply to all products or services purchased thereafter for the balance of the term of the Purchase Agreement. (e) If at any time during the term of the Purchase Agreement: (i) a third party makes a competitive offer to sell products or services pursuant to one or more terms (including price, volume, quality and/or payment terms) that are more favorable to Buyer than the terms then in effect under the Purchase Agreement (the “Favorable Terms”), then Seller will meet, or notify Buyer that it will not meet, such Favorable Terms within fourteen (14) days of receipt of Buyer's notice thereof. Seller's failure to meet such Favorable Terms within such fourteen (14) day period shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies Buyer thereof. (ii) Buyer anticipates that it may receive a competitive offer from a third party to sell products or services on Favorable Terms through an internet web based trading platform (an “On-Line Offer”), and specified Seller is provided with a written invitation to participate in the applicable on-line event that may result in an On-Line Offer at least seven (7) days prior thereto, then Seller will meet, or not meet, the Favorable Terms of the On-Line Offer during the on-line event. Seller's failure to meet such Favorable Terms during the on-line event shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies Buyer thereof. If Buyer is obligated under the Purchase Order, Agreement to buy certain quantities of products or services from Seller and Seller does not meet the Favorable Terms as provided in clauses (i) or (ii) Supplier's quoted price above, Buyer will be released from its obligations to Seller, if any, with respect to any quantities of products or services available from the third party on date of shipment such Favorable Terms. (for Products), whichever is lower. Supplier shall invoice Customer f) Buyer will be responsible for all Products actually deliveredVAT, sales, use, and similar taxes (excluding taxes based on or measured by the net income, net worth or gross receipts of Seller) imposed as a result of the sale of products or services. Unless otherwise specified in With notice to Seller, Buyer may pay such taxes directly to the taxing authority where allowed by law. Seller shall remit all taxes paid by Buyer to the appropriate taxing authority. Upon Buyer's request, Seller will provide written evidence that Seller is properly licensed to collect the taxes paid by Buyer. (g) If the Purchase OrderAgreement obligates Buyer to buy a percentage of its product requirements from Seller, any taxes required by law to be included in the price, and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier's invoice. All personal property taxes assessable upon the Products prior to receipt by Customer reasonable amounts of Products conforming to the Purchase Order shall be borne by Supplier. Supplier will receive no royalty or other remuneration on the production or distribution of any products developed by Customer or Supplier in connection with or based on the Products provided. Each invoice submitted by Supplier must be provided to Customer within ninety (90) days of delivery of Products and must reference the applicable Purchase Order, and Customer reserves the right to return all incorrect invoices. Customer will receive product purchased from a two percent (2%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after delivery of the Products. Payment is made when Customer's cheque is mailed or electronically processed. Payment shall not constitute acceptance. If Customer gives Supplier reasonable proof that another third party supplier has offered to sell Customer a product of similar performance and quantity as the Products for a price which is less than the price of the Products, then Supplier shall, within fifteen (15) days after receiving such proof (a) reduce the price of the Products to meet the competitive price; or (b) allow Customer to purchase the product offered by the other supplier and adjust accordingly the obligations of Customer to purchase the Products hereunder accordingly, including crediting Customer as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price qualifying such products shall be deemed excluded from Buyer's requirements and can be used by Buyer for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as of the date such lower costs were first offered to such other customer. Within 30 days of the last day of each year within this contract term, Supplier’s financial officer will certify in writing that Supplier has strictly complied with these obligations during the periodcommercial production and sale.

Pricing Payment. As full consideration for (a) Unless otherwise provided elsewhere in the delivery of the Products and the assignment of rights to Customer as provided hereinPurchase Agreement, Customer shall pay Supplier prices are: (i) stated in U.S. dollars; (ii) not subject to increase for the amount duration of the Purchase Agreement; and (iii) FOB (INCOTERMS 2020) at a facility specified by Buyer. No extra charges of any kind will be allowed unless specifically agreed to by ▇▇▇▇▇ in writing. (b) Unless prohibited by law, Seller will separately indicate on its invoices any taxes imposed on the sale or delivery of products or services. (c) Unless otherwise provide elsewhere in the Purchase Agreement, Payment terms are 2% 30 days, net 45 days (US Suppliers), Net 60 (Foreign Suppliers) and shall be on the next scheduled payment at its option, make payment by check, bank transfer payable to a designated EFT or wire address. (d) Seller warrants that it is selling at the lowest prices and upon and specified the most favorable terms (including, without limitation, volume, quality and/or payment terms) that it offers any buyer for products or services of the same or similar quality to that provided for in the Purchase Agreement. If, during the term of the Purchase Agreement, Seller makes an offer to sell any such products or services to a third party at a lower price or upon one or more terms that are more favorable than the price or terms then applicable under the Purchase Agreement, then an equivalent reduction or modification of terms will apply to all products or services purchased thereafter for the balance of the term of the Purchase Agreement. (e) If at any time during the term of the Purchase Agreement: (i) a third party makes a competitive offer to sell products or services pursuant to one or more terms (including price, volume, quality and/or payment terms) that are more favorable to Buyer than the terms then in effect under the Purchase Agreement (t or notify Buyer that it will not meet, such Favorable Terms within fourteen (14) days of receipt of period shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies Buyer thereof. (ii) Buyer anticipates that it may receive a competitive offer from a third party to sell products or services on Favorable Terms thr - Seller is provided with a written invitation to participate in the applicable on-line event that may result in an On-Line Offer at least seven (7) days prior thereto, then Seller will meet, or not meet, the Favorable Terms of the On-Line Offer during the on- Terms during the on-line event shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies the Buyer thereof. If buyer is obligated under the Purchase Order, Agreement to buy certain quantities of products or services from Seller and Seller does not meet the Favorable Terms as provided in clauses (i) or (ii) Supplier's quoted price above, Buyer will be released from its obligations to Seller, if any, with respect to any quantities of products or services available from the third party on date of shipment such Favorable Terms. (for Products), whichever is lower. Supplier shall invoice Customer f) Buyer will be responsible for all Products actually delivered. Unless otherwise specified in the Purchase Ordersales, any taxes required by law to be included in the priceuse, and other charges similar taxes (excluding taxes based on or measured by net income, net worth or gross receipts of Seller) imposed as a result of the sale of products or services. With notice to Seller, Buyer may pay such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier's invoice. All personal property taxes assessable upon the Products prior to receipt by Customer of Products conforming directly to the Purchase Order taxing authority where allowed by law. Seller shall be borne remit all taxes paid by Supplier. Supplier ▇▇▇▇▇ to request, Seller will receive no royalty or other remuneration on provide written evidence that Seller is properly licensed to collect the production or distribution of any products developed taxes paid by Customer or Supplier in connection with or based on the Products provided. Each invoice submitted by Supplier must be provided to Customer within ninety (90) days of delivery of Products and must reference the applicable Purchase Order, and Customer reserves the right to return all incorrect invoices. Customer will receive a two percent (2%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after delivery of the Products. Payment is made when Customer's cheque is mailed or electronically processed. Payment shall not constitute acceptance. If Customer gives Supplier reasonable proof that another supplier has offered to sell Customer a product of similar performance and quantity as the Products for a price which is less than the price of the Products, then Supplier shall, within fifteen (15) days after receiving such proof (a) reduce the price of the Products to meet the competitive price; or (b) allow Customer to purchase the product offered by the other supplier and adjust accordingly the obligations of Customer to purchase the Products hereunder accordingly, including crediting Customer as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as of the date such lower costs were first offered to such other customer. Within 30 days of the last day of each year within this contract term, Supplier’s financial officer will certify in writing that Supplier has strictly complied with these obligations during the period▇▇▇▇▇.

Pricing Payment. As full consideration for the performance of the Services, delivery of the Products Goods and the assignment of rights to Customer ▇▇▇▇▇ as provided herein, Customer ▇▇▇▇▇ shall pay Supplier Seller (i) the amount agreed upon and specified in the applicable Purchase OrderIncorporating Agreement, or (ii) SupplierSeller's quoted price on date of shipment (for ProductsGoods), or the date Services were started (for Services), whichever is lower. Supplier shall invoice Customer for all Products actually deliveredPayment terms are 2%30 Net 90 days from the date of invoice. Unless otherwise specified in the Purchase OrderIncorporating Agreement, any taxes required by law to be included in the price, and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on SupplierSeller's invoice. Seller may not increase prices without at least sixty (60) days prior written notice and written consent of ▇▇▇▇▇. Payment is made when ▇▇▇▇▇'▇ check is mailed or electronically processed. Payment shall not constitute acceptance. All personal property taxes assessable upon the Products Goods prior to receipt by Customer ▇▇▇▇▇ of Products Goods conforming to the Purchase Order Agreement shall be borne by SupplierSeller. Supplier will receive no royalty or other remuneration on the production or distribution of any products developed by Customer or Supplier in connection with or based on the Products providedSeller shall invoice ▇▇▇▇▇ for all Goods delivered and all Services actually performed. Each invoice submitted by Supplier Seller must be provided to Customer ▇▇▇▇▇ within ninety (90) days of completion of the Services or delivery of Products Goods and must reference the applicable Purchase OrderIncorporating Agreement, and Customer ▇▇▇▇▇ reserves the right to return all incorrect invoices. Customer ▇▇▇▇▇ will receive a two percent (2%) % discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after completion of the Services or delivery of the ProductsGoods. Payment is made when Customer's cheque is mailed or electronically processed. Payment Unless otherwise specified on the face of an Incorporating Agreement, ▇▇▇▇▇ shall not constitute acceptance. If Customer gives Supplier reasonable proof that another supplier has offered to sell Customer a product of similar performance and quantity as pay the Products for a price which is less than the price of the Products, then Supplier shall, invoiced amount within fifteen sixty (1560) days after receiving such proof (a) reduce receipt of a correct invoice. Seller will receive no royalty or other remuneration on the price production or distribution of any products developed by ▇▇▇▇▇ or Seller in connection with or based on the Products to meet the competitive price; Goods or (b) allow Customer to purchase the product offered by the other supplier and adjust accordingly the obligations of Customer to purchase the Products hereunder accordingly, including crediting Customer as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as of the date such lower costs were first offered to such other customer. Within 30 days of the last day of each year within this contract term, Supplier’s financial officer will certify in writing that Supplier has strictly complied with these obligations during the periodServices provided.

Pricing Payment. As full consideration for (a) Unless otherwise provided elsewhere in the delivery of the Products and the assignment of rights to Customer as provided hereinPurchase Agreement, Customer shall pay Supplier prices are: (i) stated in U.S. dollars; (ii) not subject to increase for the amount duration of the Purchase Agreement; and (iii) DDP (INCOTERMS 2010) at a facility specified by Buyer. No extra charges of any kind will be allowed unless specifically agreed to by ▇▇▇▇▇ in writing. (b) Unless prohibited by law, Seller will separately indicate on its invoices any taxes imposed on the sale or delivery of products or services. (c) Unless otherwise provided elsewhere in the Purchase Agreement, payment terms shall be on the next scheduled twice-monthly payment date seventy-five (75) days following the date of Buyer's receipt of conforming invoice and related deliverables. Buyer may, at its option, make payment by check, bank transfer payable to a designated EFT or wire address. (d) Seller warrants that it is selling at the lowest prices and upon the most favorable terms (including, without limitation, volume, quality and/or payment terms) that it offers any buyer for products or services of the same or similar quality to that provided for in the Purchase Agreement. If, during the term of the Purchase Agreement, Seller makes an offer to sell any such products or services to a third party at a lower price or upon one or more terms that are more favorable than the price or terms then applicable under the Purchase Agreement, then an equivalent reduction or modification of terms will apply to all products or services purchased thereafter for the balance of the term of the Purchase Agreement. (e) If at any time during the term of the Purchase Agreement: (i) a third party makes a competitive offer to sell products or services pursuant to one or more terms (including price, volume, quality and/or payment terms) that are more favorable to Buyer than the terms then in effect under the Purchase Agreement (the “Favorable Terms”), then Seller will meet, or notify Buyer that it will not meet, such Favorable Terms within fourteen (14) days of receipt of Buyer's notice thereof. Seller's failure to meet such Favorable Terms within such fourteen (14) day period shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies Buyer thereof. (ii) Buyer anticipates that it may receive a competitive offer from a third party to sell products or services on Favorable Terms through an internet web based trading platform (an “On-Line Offer”), and specified Seller is provided with a written invitation to participate in the applicable on-line event that may result in an On- Line Offer at least seven (7) days prior thereto, then Seller will meet, or not meet, the Favorable Terms of the On-Line Offer during the on-line event. Seller's failure to meet such Favorable Terms during the on- line event shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies Buyer thereof. If Buyer is obligated under the Purchase Order, Agreement to buy certain quantities of products or services from Seller and Seller does not meet the Favorable Terms as provided in clauses (i) or (ii) Supplier's quoted price above, Buyer will be released from its obligations to Seller, if any, with respect to any quantities of products or services available from the third party on date of shipment such Favorable Terms. (for Products), whichever is lower. Supplier shall invoice Customer f) Buyer will be responsible for all Products actually deliveredsales, use, and similar taxes (excluding taxes based on or measured by the net income, net worth or gross receipts of Seller) imposed as a result of the sale of products or services. Unless otherwise specified in With notice to Seller, Buyer may pay such taxes directly to the taxing authority where allowed by law. Seller shall remit all taxes paid by ▇▇▇▇▇ to the appropriate taxing authority. Upon ▇▇▇▇▇'s request, Seller will provide written evidence that Seller is properly licensed to collect the taxes paid by ▇▇▇▇▇. (g) If the Purchase OrderAgreement obligates Buyer to buy a percentage of its product requirements from Seller, any taxes required by law to be included in the price, and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier's invoice. All personal property taxes assessable upon the Products prior to receipt by Customer reasonable amounts of Products conforming to the Purchase Order shall be borne by Supplier. Supplier will receive no royalty or other remuneration on the production or distribution of any products developed by Customer or Supplier in connection with or based on the Products provided. Each invoice submitted by Supplier must be provided to Customer within ninety (90) days of delivery of Products and must reference the applicable Purchase Order, and Customer reserves the right to return all incorrect invoices. Customer will receive product purchased from a two percent (2%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after delivery of the Products. Payment is made when Customer's cheque is mailed or electronically processed. Payment shall not constitute acceptance. If Customer gives Supplier reasonable proof that another third party supplier has offered to sell Customer a product of similar performance and quantity as the Products for a price which is less than the price of the Products, then Supplier shall, within fifteen (15) days after receiving such proof (a) reduce the price of the Products to meet the competitive price; or (b) allow Customer to purchase the product offered by the other supplier and adjust accordingly the obligations of Customer to purchase the Products hereunder accordingly, including crediting Customer as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price qualifying such products shall be deemed excluded from Buyer's requirements and can be used by Buyer for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as of the date such lower costs were first offered to such other customer. Within 30 days of the last day of each year within this contract term, Supplier’s financial officer will certify in writing that Supplier has strictly complied with these obligations during the periodcommercial production and sale.

Pricing Payment. As full consideration for the delivery of the Products and the assignment of rights to Customer as provided herein, Customer shall pay Supplier (i) the amount agreed upon and specified in the applicable Purchase Order, or (ii) Supplier's quoted price on date of shipment (for Products), whichever is lower. Supplier shall invoice Customer for all Products actually delivered. Unless otherwise specified in the Purchase Order, any taxes required by law to be included in the price, and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Supplier's invoice. All personal property taxes assessable upon the Products prior to receipt by Customer of Products conforming to the Purchase Order shall be borne by Supplier. Supplier will receive no royalty or other remuneration on the production or distribution of any products developed by Customer or Supplier in connection with or based on the Products provided. Each invoice submitted by Supplier must be provided to Customer within ninety (90) days of delivery of Products and must reference the applicable Purchase Order, and Customer reserves the right to return all incorrect invoices. Customer will receive a two percent (2%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after delivery of the Products. Payment is made when Customer's cheque check is mailed or electronically processed. Payment shall not constitute acceptance. If Customer gives Supplier reasonable proof that another supplier has offered to sell Customer a product of similar performance and quantity as the Products for a price which is less than the price of the Products, then Supplier shall, within fifteen (15) days after receiving such proof (a) reduce the price of the Products to meet the competitive price; or (b) allow Customer to purchase the product offered by the other supplier and adjust accordingly the obligations of Customer to purchase the Products hereunder accordingly, including crediting Customer as having purchased such products in such quantities from Supplier for purposes of pricing hereunder. Supplier agrees that the price for the Products will be at least as low as Supplier’s best prices to other similarly situated customers for the same or substantially similar products. If Supplier offers lower prices to any other such customer for the same or substantially similar product, then Supplier shall reduce Customer’s prices effective as of the date such lower costs were first offered to such other customer. Within 30 days of the last day of each year within this contract term, Supplier’s financial officer will certify in writing that Supplier has strictly complied with these obligations during the period.