Common use of Pricing Terms Clause in Contracts

Pricing Terms. (a) ZBB shall not at any time sell a lower quantity of the Products and Services under similar terms and conditions (including delivery) to a different buyer at prices below those provided to an Ordering Party in any purchase order or purchase agreement pursuant to this Agreement. If ZBB breaches the preceding sentence, then ZBB shall provide SPI with prompt written notice thereof and, as SPI’s sole and exclusive remedy, ZBB must immediately (i) apply such lower price to the same Product or Service under this Agreement, including any outstanding order or purchase agreement, for so long as such lower price is offered to a different buyer and the twelve (12) months thereafter, and (ii) reimburse to the applicable Ordering Party any excess amounts historically paid by such Ordering Party during the period in which such Product or Service was being sold to such different buyer at such lower price. Notwithstanding the foregoing, any Products or Services that are provided at reduced prices, or free of charge, in either case for purposes of demonstration systems in the ordinary course, or to penetrate new markets or territories with the prior written notice to SPI, shall be excluded from the requirements of this Section 3(a). Once per calendar year, SPI shall have the right, upon thirty (30) days’ prior written notice, to have an independent auditor reasonably acceptable to ZBB audit ZBB’s records to determine whether ZBB is in compliance with the provisions of this Section 3(a), provided that such auditor (i) enters into a confidentiality agreement reasonably requested by ZBB and (ii) is permitted to provide to SPI summaries of pricing, volume and terms of delivery without disclosing the identity of other customers of ZBB. If any audit discloses any overcharges by ZBB, ZBB shall promptly make restitution to SPI therefor and, if the overcharges exceed the cost of such audit, shall reimburse SPI for the cost of such audit. (b) Unless otherwise stated herein, Service prices are based on normal business hours of ZBB (8a.m. to 5p.m., Monday through Friday). Overtime and Saturday hours will be billed at one and one-half (1½) times the hourly rate; Sunday hours will be billed at two (2) times the hourly rate; and holiday hours will be billed at three (3) times the hourly rate. (c) The price does not include any federal, state, local or foreign property, license, privilege, sales, use, excise, gross receipts or other like taxes which may now or hereafter be applicable. SPI agrees to pay or reimburse, or cause the applicable Ordering Party to pay or reimburse, ZBB for any such taxes which ZBB is required to pay or collect. If SPI or the applicable Ordering Party is exempt from the payment of any such tax or holds a direct payment permit, SPI shall, upon order placement or purchase agreement execution, provide ZBB a copy, acceptable to the relevant Governmental Authority, of any such certificate or permit. (d) The price may exclude customs duties and other importation or exportation fees, shipping fees and insurance costs depending on the agreed upon delivery terms of the applicable order or purchase agreement. If excluded from the price, SPI shall, or shall cause the applicable Ordering Party, to pay ZBB for such amounts.

Pricing Terms. (a) ZBB The price(s) for the Goods supplied to the Supplier shall not at be based upon the agreed price(s) in the Sales Contract Document. Without limiting any time sell a lower quantity other provision of this Agreement, the price includes preparation of the Products Goods to be fit for transportation, packaging and Services under similar terms racks with appropriate shipping dunnage, unless otherwise specifically excluded. b) Owner reserves the right to charge the Supplier for all Goods that Supplier orders from the Metal Supplier. In the event that the amount of Goods supplied to the Supplier does not match the amount of Goods shipped as indicated by the Metal Supplier’s statement of Goods shipped, Owner shall charge Supplier for the Goods as follows: (A) if the amount of Goods Supplier receives as indicated by Supplier receipt acknowledgment is a minimum of 99,5% of the total weight of the amount of Goods shipped as indicated by the Metal Supplier’s statement of Goods shipped, Supplier shall be charged for the amount of Goods shipped; (B) if the amount of Goods Supplier receives as indicated by Supplier receipt acknowledgment is less than 99,5% of the total weight of Goods shipped as indicated by the Metal Supplier’s statement of Goods shipped, Supplier shall initiate an investigation with Metal Supplier into the amount of Goods received. The Owner will charge the Supplier for the amount of Goods received based on the results of the investigation. The Supplier shall complete the investigation and conditions (including delivery) to a different buyer at prices below those provided to an Ordering Party resolution within 14 calendar days. If the matter is not resolved within such 14 day time period, Supplier shall pay in accordance with the Metal Supplier’s statement of Goods shipped and any purchase order or purchase agreement pursuant to further dispute will be resolved in accordance with the dispute resolution procedures of this Agreement. If ZBB breaches the preceding sentence, then ZBB shall provide SPI with prompt written notice thereof and, as SPI’s sole and exclusive remedy, ZBB must immediately (i) apply such lower price to the same Product or Service under this Agreement, including any outstanding order or purchase agreement, for so long as such lower price is offered to a different buyer and the twelve (12) months thereafter, and (ii) reimburse to the applicable Ordering Party any excess amounts historically paid by such Ordering Party during the period in which such Product or Service was being sold to such different buyer at such lower price. Notwithstanding the foregoing, any Products or Services that are provided at reduced prices, or free of charge, in either case for purposes of demonstration systems in the ordinary course, or to penetrate new markets or territories with the prior written notice to SPI, shall be excluded from the requirements of this Section 3(a). Once per calendar year, SPI shall have the right, upon thirty (30) days’ prior written notice, to have an independent auditor reasonably acceptable to ZBB audit ZBB’s records to determine whether ZBB is in compliance with the provisions of this Section 3(a), provided that such auditor (i) enters into a confidentiality agreement reasonably requested by ZBB and (ii) is permitted to provide to SPI summaries of pricing, volume and terms of delivery without disclosing the identity of other customers of ZBB. If any audit discloses any overcharges by ZBB, ZBB shall promptly make restitution to SPI therefor and, if the overcharges exceed the cost of such audit, shall reimburse SPI for the cost of such audit. (b) Unless otherwise stated herein, Service prices are based on normal business hours of ZBB (8a.m. to 5p.m., Monday through Friday). Overtime and Saturday hours will be billed at one and one-half (1½) times the hourly rate; Sunday hours will be billed at two (2) times the hourly rate; and holiday hours will be billed at three (3) times the hourly rate. (c) The price does not include any federal, state, local or foreign property, license, privilege, sales, use, excise, gross receipts or other like taxes which may now or hereafter be applicable. SPI agrees to pay or reimburse, or cause the applicable Ordering Party to pay or reimburse, ZBB for any such taxes which ZBB Supplier is required to pay or collect. If SPI or the applicable Ordering Party is exempt from the payment of any such tax or holds a direct payment permittrack and submit, SPI shalland ensure Metal Supplier tracks and submits, upon order placement or purchase agreement execution, provide ZBB a copy, acceptable to the relevant Governmental AuthorityOwner all investigation materials, of any such certificate or permitanalysis issues and results. (d) The price may exclude customs duties and other importation or exportation fees, shipping fees and insurance costs depending on the agreed upon delivery terms of the applicable order or purchase agreement. If excluded from the price, SPI shall, or shall cause the applicable Ordering Party, to pay ZBB for such amounts.

Pricing Terms. Pricing, Future Purchases. Unless the Service Order states otherwise, for a period of twenty-four (a24) ZBB shall months from the initial Service Order date, NYULH will be entitled to order additional Application Services at the same price, and at the same discount level as indicated in the initial Service Order. Thereafter, for a minimum of three (3) additional annual periods, additional Service Orders are subject to pricing increase of not at any time sell greater than 2% or CPI, whichever is less, for each annual period. Third-party Equipment Pricing. With respect to pricing for third-party equipment for which NYULH already has established pre-negotiated pricing (i.e., pricing with a lower quantity of manufacturer or distributor), Contractor will honor such pre-negotiated pricing and (if required) NYULH will facilitate the Products and Services under similar terms and conditions (including delivery) ordering process to a different buyer at prices below those provided ensure that Contractor is able to an Ordering Party in any purchase order or purchase agreement place orders pursuant to this Agreementsuch negotiated pricing (on behalf of NYULH) with such manufacturer or distributor. If ZBB breaches the preceding sentenceDesign Project plans and drawings, then ZBB schematics 2/17/2017 10% The Contractor shall provide SPI with prompt written notice thereof and, as SPI’s sole and exclusive remedy, ZBB must immediately (i) apply such lower price issue an invoice to the same Product or Service under this Agreement, including any outstanding order or purchase agreement, for so long as such lower price is offered to a different buyer and the twelve (12) months thereafter, and (ii) reimburse to the applicable Ordering Party any excess amounts historically paid by such Ordering Party during the period in which such Product or Service was being sold to such different buyer at such lower price. Notwithstanding the foregoing, any Products or Services that are provided at reduced prices, or free of charge, in either case for purposes of demonstration systems in the ordinary course, or to penetrate new markets or territories with the prior written notice to SPI, shall be excluded from the requirements of this Section 3(a). Once per calendar year, SPI shall have the rightNYULH, upon reaching each payment milestone covering the corresponding payment. All milestone payments for the deliverables covered under subsections b through f above shall reflect retainage of thirty (30) percent of the allocated value for such item. Invoices shall be submitted together with affidavits of payment and waivers of lien in such forms as reasonably required by NYULH. In General. Phase 4 consists of Maintenance and Trouble-shooting Services. As indicated in the Contact, Contractor shall provide the maintenance and support services described herein (“Maintenance”) at no additional charge throughout the initial warranty period {following NYULH’s acceptance of the system} as part of the Contract Price. Initial Term. The initial term of Maintenance (for which NYULH shall pay begin payment of Maintenance fees) (“Initial Term”) begins upon the expiration of the warranty period and continues through the following August 31st. The annual Maintenance fee (as indicated in _________) for this term will be pro-rated to the August 31st date and will be invoiced between ninety (90) and sixty (60) days prior to the commencement of the term (i.e., prior to the expiration of the initial warranty period). Renewal Terms. Maintenance will renew on an annual basis thereafter, each a renewal term “Renewal Term”. Between ninety (90) and sixty (60) days prior to the commencement of each Renewal Term, Contractor will notice the Renewal Term and NYULH may elect to renew (by payment or acknowledgement) or may elect to terminate by affirmatively noticing non-renewal or by failing to pay invoicing within sixty (60) days following commencement of the Renewal Term. NYULH may also terminate Maintenance during any term upon ninety (90) days’ prior written noticenotice to Contractor, to have an independent auditor reasonably acceptable to ZBB audit ZBB’s records to determine whether ZBB is in compliance with the provisions of this Section 3(a), provided that such auditor (i) enters into a confidentiality agreement reasonably requested by ZBB and (ii) is permitted to provide to SPI summaries of pricing, volume and terms of delivery without disclosing the identity of other customers of ZBB. If any audit discloses any overcharges by ZBB, ZBB shall promptly make restitution to SPI therefor and, if the overcharges exceed the cost of such audit, shall reimburse SPI for the cost of such audit. (b) Unless otherwise stated herein, Service prices are based on normal business hours of ZBB (8a.m. to 5p.m., Monday through Friday). Overtime and Saturday hours which case NYULH will be billed at one and oneentitled to a pro-half (1½) times the hourly rate; Sunday hours will be billed at two (2) times the hourly rate; and holiday hours will be billed at three (3) times the hourly raterated return of fees for unused Maintenance. (c) The price does not include any federal, state, local or foreign property, license, privilege, sales, use, excise, gross receipts or other like taxes which may now or hereafter be applicable. SPI agrees to pay or reimburse, or cause the applicable Ordering Party to pay or reimburse, ZBB for any such taxes which ZBB is required to pay or collect. If SPI or the applicable Ordering Party is exempt from the payment of any such tax or holds a direct payment permit, SPI shall, upon order placement or purchase agreement execution, provide ZBB a copy, acceptable to the relevant Governmental Authority, of any such certificate or permit. (d) The price may exclude customs duties and other importation or exportation fees, shipping fees and insurance costs depending on the agreed upon delivery terms of the applicable order or purchase agreement. If excluded from the price, SPI shall, or shall cause the applicable Ordering Party, to pay ZBB for such amounts.

Pricing Terms. (a) ZBB 5.1 The prices for Recurring Manufacturing Services shall not at any be as set forth in Exhibit A which will be amended on a [*] basis. Prices for Non-Recurring Manufacturing Services shall be as the parties agree in writing from time sell a lower quantity to time. All Sycamore Purchase Orders to Supplier's facilities will be subject to the terms of this Agreement, except and to the Products extent that the purchase order varies the pricing terms hereof in accordance with section 2.1 above and Services under similar pricing such terms are accepted by Supplier. The parties agree that the pre-printed terms and conditions (including delivery) to a different buyer at prices below those provided to an Ordering Party in on any purchase order or purchase agreement pursuant invoice shall be void and of no force and effect between the parties. 5.1.1 In cases where the Supplier provides Sycamore with Recurring Material Procurement Service, Sycamore and Supplier shall agree in writing as to this Agreementthe pricing terms of such service as stated in Exhibit A. At the time of quoting a new product for Sycamore which will utilize the Recurring Material Procurement Service, Supplier agrees to provide to Sycamore a [*] for each Sycamore assembly, based on [*] forecasted quantities for Sycamore's review and approval. If ZBB breaches This [*] is to consider the preceding sentencetotal requirements for all components or sub- assemblies used on other Sycamore assemblies for which the Supplier will be providing Recurring material procurement services. The pricing agreed upon by the parties shall [*] for [*] from the date of quotation, then ZBB and shall exclude any material provided by Sycamore. Supplier will as soon as logistically praticable, [*] any price reductions to Sycamore as pricing changes on A items as identified in Exhibit B. Within [*] prior to the close of such [*] period, the Supplier shall provide SPI an updated [*] based on the next [*] forecasted quantities. 5.2 All pricing based on direct labor rates for Recurring Manufacturing Service (Assembly, Test, and Fabrication) shall be as the parties agree in writing per Exhibit A and are based on Sycamore [*] forecast. This pricing will be reviewed on a [*] basis and adjustments made based upon Sycamore next [*] forecast. 5.3 At [*], in the event of [*] in the [*] of [*] and/or other [*] directly [*] to [*] for [*] for [*] shall have the right to request that [*], in good faith, the [*] to be [*] for the [*] not [*] or [*] not [*]. Supplier shall provide and Sycamore shall have the right to review all documentation evidencing the [*] by the Supplier. If, after good faith negotiations, the parties are [*] to [*], Sycamore and Supplier shall have the right to [*]. 5.4 Supplier shall pay for those taxes imposed by any jurisdiction (such as Sales Tax, if item is not for resale) where Supplier assembles, tests, inspects, packages and/or manufactures Sycamore's goods which are directly imposed upon the goods or services provided by Supplier to Sycamore before Sycamore takes * Certain information on this page has been omitted and filed separately with prompt the Commission. Confidential treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omissions. title to the goods. Sycamore shall pay for those taxes associated with the transfer of title from Supplier to Sycamore. 5.5 Supplier agrees to follow Reasonable and Prudent Purchasing Practices in relation to the quantities of materials and/or services placed on order with vendors to meet the requirements of Sycamore purchase orders. Vendor's minimum container sizes or order quantities are authorized when the value over Sycamore purchase orders does not exceed [*]. Supplier shall receive prior written notice thereof andapproval from Sycamore to procure materials and/or services that exceed [*] over materials required to meet Sycamore purchase orders. 5.6 Supplier will secure from all Vendor's, confidentiality agreements, substantially similar to a form mutually agreed by Supplier and Sycamore. 5.7 When lead times for materials are at any time longer than the period covered by Purchase Orders set out in Section 6.2, Supplier shall be entitled to order such material in accordance with the forecast and such materials, lead times, as SPI’s sole agreed upon by the parties and exclusive remedy, ZBB must immediately (i) apply as reviewed on a [*] basis. Supplier will identify for Sycamore that material which is non-cancellable or non- returnable. [*] will be [*] for [*] such lower price to the same Product [*] or Service under this Agreement, including any outstanding order [*] or purchase agreement, for so long as such lower price is offered to a different buyer and the twelve (12) months thereafter, and (ii) reimburse to the applicable Ordering Party any excess amounts historically paid by such Ordering Party during the period in which such Product or Service was being sold to such different buyer at such lower price[*]. Notwithstanding the foregoing, any Products Supplier will use commercially reasonable efforts to return or Services that are provided at reduced prices, consume all excess or free of charge, in either case for purposes of demonstration systems in the ordinary course, or to penetrate new markets or territories with the prior written notice to SPI, shall be excluded from the requirements of this Section 3(a). Once per calendar year, SPI shall have the right, upon thirty (30) days’ prior written notice, to have an independent auditor reasonably acceptable to ZBB audit ZBB’s records to determine whether ZBB is in compliance with the provisions of this Section 3(a), provided that such auditor (i) enters into a confidentiality agreement reasonably requested by ZBB and (ii) is permitted to provide to SPI summaries of pricing, volume and terms of delivery without disclosing the identity of other customers of ZBB. If any audit discloses any overcharges by ZBB, ZBB shall promptly make restitution to SPI therefor and, if the overcharges exceed the cost of such audit, shall reimburse SPI for the cost of such auditobsolete materials. (b) Unless otherwise stated herein, Service prices are based on normal business hours of ZBB (8a.m. to 5p.m., Monday through Friday). Overtime and Saturday hours will be billed at one and one-half (1½) times the hourly rate; Sunday hours will be billed at two (2) times the hourly rate; and holiday hours will be billed at three (3) times the hourly rate. (c) The price does not include any federal, state, local or foreign property, license, privilege, sales, use, excise, gross receipts or other like taxes which may now or hereafter be applicable. SPI agrees to pay or reimburse, or cause the applicable Ordering Party to pay or reimburse, ZBB for any such taxes which ZBB is required to pay or collect. If SPI or the applicable Ordering Party is exempt from the payment of any such tax or holds a direct payment permit, SPI shall, upon order placement or purchase agreement execution, provide ZBB a copy, acceptable to the relevant Governmental Authority, of any such certificate or permit. (d) The price may exclude customs duties and other importation or exportation fees, shipping fees and insurance costs depending on the agreed upon delivery terms of the applicable order or purchase agreement. If excluded from the price, SPI shall, or shall cause the applicable Ordering Party, to pay ZBB for such amounts.