Common use of The Consideration Clause in Contracts

The Consideration. 15.1 In consideration for full compliance with the Supplier’s obligations, including the provision of the services pursuant to the Agreement to the Company’s satisfaction, the Company will pay the Supplier the amount specified in the Supplier’s price quote for the Specific Invitation, pursuant to the quantities and units as actually ordered and approved by the Company (hereinafter: "the Consideration"). For the avoidance of doubt, it is clarified that the data detailed in the price quote does not constitute a presentation and/or commitment regarding the scope of the services and/or works actually ordered from the Supplier. The Company reserves the right to increase or decrease the quantities as aforementioned. As stated, the unit prices proposed by the Supplier in its proposal, include a warranty and maintenance period in relation to the system and its components and/or its Modules, as detailed in the technical specifications. 15.2 The Consideration will be paid to the Supplier, subject and upon receipt of the Company’s written approval regarding the completion of each of the milestones detailed in the technical specifications. 15.3 If the Period of Engagement is extended by the Company, the Consideration to which the Supplier shall be entitled during the option period will be calculated according to the Supplier's proposed price in the Specific Invitation for those components, as detailed in the price quote. 15.4 The Supplier’s proposal includes all the preparation and necessary works for the supply, installation, operation and maintenance of the services subject to the Tender and the Specific Invitation and pursuant to the details in the technical specifications, to the Company’s full satisfaction. It is hereby expressly clarified that all the aforementioned services are included in the Supplier’s price proposal and the Supplier will not be paid any additional consideration in respect of the aforementioned. 15.5 For the avoidance of doubt, it is clarified that the Consideration is final and includes all the service components (including additional and/or indirect services) that are the subject of this Agreement, as detailed in the Tender Documents and Specific Invitation and this includes: overhead expenses, price increased, office and/or general expenses, equipment costs, wages of employees and/or those employed by the Supplier, including staff members (including full social expenses), and any additional and/or other expense of any kind and type. For the avoidance of doubt, it is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for/or regarding its work beyond the aforementioned. 15.6 It is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for its services beyond the Consideration, unless otherwise stipulated expressly in the Agreement or if the parties have agreed upon this expressly in writing. 15.7 The Company’s liability in matters regarding Consideration and/or the scope of the Agreement, is subject to prior written document signed by the Company’s signatories. The Supplier is aware and agrees that any instruction that may affect the Consideration and/or scope of the Agreement which wasn’t approved by the Company as aforementioned, shall not bind the Company and the Supplier shall not be entitled to act pursuant to it and, should it act pursuant to it, it shall not be entitled to any consideration whatsoever in this regard. 15.8 VAT will be lawfully added to the Consideration, subject to the issuance of a lawful tax invoice. 15.9 At the end of each month, the Supplier will submit a detailed monthly report to the Company, regarding the services provided by its staff members for the previous month, and for which the payment is requested. The Supplier will detail its compliance with the service level indices in the said report. The monthly report will detail the account and payment requested pursuant to the discounts offered by the Supplier in its proposal. The Company may instruct the Supplier to provide additional data in its monthly report, at its sole discretion. 15.10 Subject to the Company’s approval of the monthly report as aforementioned, the Supplier will submit the approved ▇▇▇▇ to the Company as aforementioned. The Company will pay the Supplier within 45 Israeli business days from the date the ▇▇▇▇ was submitted to the Company, subject to a receipt of a lawful tax invoice, and to the extent the Company is requested to transfer the payment to an offshore account - also subject to the Supplier presenting all the required approvals in accordance with Israeli law and the requirements of the Israeli tax authorities (including withholding tax certificate, etc.). The date in which the Company stamps the Supplier’s ▇▇▇▇, shall be considered as the determining date for the date of submission of the ▇▇▇▇. The Consideration will be paid after withholding legal tax at source (unless the Supplier has provided the Company with a legal authorization regarding an exemption from withholding at the source). 15.11 For the avoidance of doubt, it is hereby emphasized that the Company may offset any amount due to it by the Supplier pursuant to this Agreement and/or any other agreement that it has with it and/or pursuant to any law, including reimbursement for advances and/or payment of damages, against any sum it owes the Supplier.

The Consideration. 15.1 In consideration for full compliance with the Supplier’s obligations, including the provision of the services pursuant to the Agreement to the Company’s satisfaction, the Company will pay the Supplier the amount specified in the Supplier’s price quote for the Specific Invitation, pursuant to the quantities and units as actually ordered and approved by the Company (hereinafter: "the Consideration"). For the avoidance of doubt, it is clarified that the data detailed in the price quote does not constitute a presentation and/or commitment regarding the scope of the services and/or works actually ordered from the Supplier. The Company reserves the right to increase or decrease the quantities as aforementioned. As stated, the unit prices proposed by the Supplier in its proposal, include a warranty and maintenance period in relation to the system and its components and/or its Modules, as detailed in the technical specifications.the 15.2 The Consideration will be paid to the Supplier, subject and upon receipt of the Company’s written approval regarding the completion of each of the milestones detailed in the technical specifications. 15.3 If the Period of Engagement is extended by the Company, the Consideration to which the Supplier shall be entitled during the option period will be calculated according to the Supplier's proposed price in the Specific Invitation for those components, as detailed in the price quote. 15.4 The Supplier’s proposal includes all the preparation and necessary works for the supply, installation, operation and maintenance of the services subject to the Tender and the Specific Invitation and pursuant to the details in the technical specifications, to the Company’s full satisfaction. It is hereby expressly clarified that all the aforementioned services are included in the Supplier’s price proposal and the Supplier will not be paid any additional consideration in respect of the aforementioned. 15.5 For the avoidance of doubt, it is clarified that the Consideration is final and includes all the service components (including additional and/or indirect services) that are the subject of this Agreement, as detailed in the Tender Documents and Specific Invitation and this includes: overhead expenses, price increased, office and/or general expenses, equipment costs, wages of employees and/or those employed by the Supplier, including staff members (including full social expenses), and any additional and/or other expense of any kind and type. For the avoidance of doubt, it is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for/or regarding its work beyond the aforementioned. 15.6 It is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for its services beyond the Consideration, unless otherwise stipulated expressly in the Agreement or if the parties have agreed upon this expressly in writing. 15.7 The Company’s liability in matters regarding Consideration and/or the scope of the Agreement, is subject to prior written document signed by the Company’s signatories. The Supplier is aware and agrees that any instruction that may affect the Consideration and/or scope of the Agreement which wasn’t approved by the Company as aforementioned, shall not bind the Company and the Supplier shall not be entitled to act pursuant to it and, should it act pursuant to it, it shall not be entitled to any consideration whatsoever in this regard. 15.8 VAT will be lawfully added to the Consideration, subject to the issuance of a lawful tax invoice. 15.9 At the end of each month, the Supplier will submit a detailed monthly report to the Company, regarding the services provided by its staff members for the previous month, and for which the payment is requested. The Supplier will detail its compliance with the service level indices in the said report. The monthly report will detail the account and payment requested pursuant to the discounts offered by the Supplier in its proposal. The Company may instruct the Supplier to provide additional data in its monthly report, at its sole discretion. 15.10 Subject to the Company’s approval of the monthly report as aforementioned, the Supplier will submit the approved ▇▇▇▇ bill to the Company as aforementioned, by the 5th of the following month. The Company will pay the Supplier within 45 Israeli business days from the date the ▇▇▇▇ bill was submitted to the Company, subject to a receipt of a lawful tax invoice, and to the extent the Company is requested to transfer the payment to an offshore account - also subject to the Supplier presenting all the required approvals in accordance with Israeli law and the requirements of the Israeli tax authorities (including withholding tax certificate, etc.)etc.)The Company will pay the Supplier, according to the payment date in Section 3 of the Delivery of Payments to Suppliers Law, 5777 – 2017, at the end of the month in which the bill was submitted to the Company, subject to a receipt of a lawful tax invoice. The date in which the Company stamps the Supplier’s ▇▇▇▇bill, shall be considered as the determining date for the date of submission of the ▇▇▇▇bill. The Consideration will be paid after withholding legal tax at source (unless the Supplier has provided the Company with a legal authorization regarding an exemption from withholding at the source). 15.11 For the avoidance of doubt, it is hereby emphasized that the Company may offset any amount due to it by the Supplier pursuant to this Agreement and/or any other agreement that it has with it and/or pursuant to any law, including reimbursement for advances and/or payment of damages, against any sum it owes the Supplier.

The Consideration. 15.1 12.1. In consideration for full compliance with the Supplier’s obligations, including the provision of the services pursuant to the Agreement to the Company’s satisfaction, the Company will pay the Supplier the amount specified in the Supplier’s price quote for the Specific InvitationRFQ, pursuant to the quantities and units as actually ordered and approved by the Company (hereinafter: "the Consideration"). 12.2. For the avoidance of doubt, it is clarified that the data detailed in the price quote does not constitute a presentation and/or commitment regarding the scope of the services and/or works actually ordered from the Supplier. The Company reserves the right to increase or decrease the quantities as aforementioned. As stated, the unit prices proposed by the Supplier in its proposal, include a warranty and maintenance period in relation to the system and its components and/or its Modules, as detailed in the technical specifications. 15.2 12.3. The Consideration will be paid to the Supplier, subject and upon receipt of the Company’s written approval regarding the completion of each of the milestones detailed in the technical specificationsapproval. 15.3 If the Period of Engagement is extended by the Company, the Consideration to which the Supplier shall be entitled during the option period will be calculated according to the Supplier's proposed price in the Specific Invitation for those components, as detailed in the price quote. 15.4 12.4. The Supplier’s proposal includes all the preparation and necessary works for the supply, installation, operation and maintenance of the services subject to the Tender and the Specific Invitation and pursuant to the details in the technical specifications, to the Company’s full satisfaction. It is hereby expressly clarified that all the aforementioned services are included in the Supplier’s price proposal and the Supplier will not be paid any additional consideration in respect of the aforementioned. 15.5 12.5. For the avoidance of doubt, it is clarified that the Consideration is final and includes all the service components (including additional and/or indirect services) that are the subject of this Agreement, as detailed in the Tender Documents and Specific Invitation and this includes: overhead expenses, price increased, office and/or general expenses, equipment costs, wages of employees and/or those employed by the Supplier, including staff members (including full social expenses), and any additional and/or other expense of any kind and type. For the avoidance of doubt, it is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for/or regarding its work beyond the aforementioned. 15.6 12.6. It is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for its services beyond the Consideration, unless otherwise stipulated expressly in the Agreement or if the parties have agreed upon this expressly in writing. 15.7 12.7. The Company’s liability in matters regarding Consideration and/or the scope of the Agreement, is subject to prior written document signed by the Company’s signatories. The Supplier is aware and agrees that any instruction that may affect the Consideration and/or scope of the Agreement which wasn’t approved by the Company as aforementioned, shall not bind the Company and the Supplier shall not be entitled to act pursuant to it and, should it act pursuant to it, it shall not be entitled to any consideration whatsoever in this regard. 15.8 12.8. VAT will be lawfully added to the Consideration, subject to the issuance of a lawful tax invoice.. #273747 15.9 At the end of each month, the Supplier will submit a detailed monthly report to the Company, regarding the services provided by its staff members for the previous month, and for which the payment is requested12.9. The Supplier will detail its compliance with the service level indices in the said report. The monthly report will detail the account and payment requested pursuant to the discounts offered by the Supplier in its proposal. The Company may instruct the Supplier to provide additional data in its monthly report, at its sole discretion. 15.10 Subject to the Company’s approval of the monthly report as aforementioned, the Supplier will submit the approved ▇▇▇▇ to the Company as aforementioned. The Company will pay the Supplier within 45 Israeli business days from the date the ▇▇▇▇ was submitted to the Company, subject to a receipt of a lawful tax invoice, and to the extent the Company is requested to transfer the payment to an offshore account - also subject to the Supplier presenting all the required approvals in accordance with Israeli law and the requirements of the Israeli tax authorities (including withholding tax certificate, etc.). The date in which the Company stamps the Supplier’s ▇▇▇▇, shall be considered as the determining date for the date of submission of the ▇▇▇▇. The Consideration will be paid after withholding legal tax at source (unless the Supplier has provided the Company with a legal authorization regarding an exemption from withholding at the source). 15.11 For the avoidance of doubt, it is hereby emphasized that the Company may offset any amount due to it by the Supplier pursuant to this Agreement and/or any other agreement that it has with it and/or pursuant to any law, including reimbursement for advances and/or payment of damages, against any sum it owes the Supplier.

The Consideration. 15.1 In consideration for full compliance with the Supplier’s obligations, including the provision of the services pursuant to the Agreement to the Company’s satisfaction, the Company will pay the Supplier the amount specified in the Supplier’s price quote for the Specific Invitation, pursuant to the quantities and units as actually ordered and approved by the Company (hereinafter: "the Consideration"). For the avoidance of doubt, it is clarified that the data detailed in the price quote does not constitute a presentation and/or commitment regarding the scope of the services and/or works actually ordered from the Supplier. The Company reserves the right to increase or decrease the quantities as aforementioned. As stated, the unit prices proposed by the Supplier in its proposal, include a warranty and maintenance period in relation to the system and its components and/or its Modules, as detailed in the technical specifications. 15.2 The Consideration will be paid to the Supplier, subject and upon receipt of the Company’s written approval regarding the completion of each of the milestones detailed in the technical specifications. 15.3 If the Period of Engagement is extended by the Company, the Consideration to which the Supplier shall be entitled during the option period will be calculated according to the Supplier's proposed price in the Specific Invitation for those components, as detailed in the price quote. 15.4 The Supplier’s proposal includes all the preparation and necessary works for the supply, installation, operation and maintenance of the services subject to the Tender and the Specific Invitation and pursuant to the details in the technical specifications, to the Company’s full satisfaction. It is hereby expressly clarified that all the aforementioned services are included in the Supplier’s price proposal and the Supplier will not be paid any additional consideration in respect of the aforementioned. 15.5 For the avoidance of doubt, it is clarified that the Consideration is final and includes all the service components (including additional and/or indirect services) that are the subject of this Agreement, as detailed in the Tender Documents and Specific Invitation and this includes: overhead expenses, price increased, office and/or general expenses, equipment costs, wages of employees and/or those employed by the Supplier, including staff members (including full social expenses), and any additional and/or other expense of any kind and type. For the avoidance of doubt, it is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for/or regarding its work beyond the aforementioned. 15.6 It is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for its services beyond the Consideration, unless otherwise stipulated expressly in the Agreement or if the parties have agreed upon this expressly in writing. 15.7 The Company’s liability in matters regarding Consideration and/or the scope of the Agreement, is subject to prior written document signed by the Company’s signatories. The Supplier is aware and agrees that any instruction that may affect the Consideration and/or scope of the Agreement which wasn’t approved by the Company as aforementioned, shall not bind the Company and the Supplier shall not be entitled to act pursuant to it and, should it act pursuant to it, it shall not be entitled to any consideration whatsoever in this regard. 15.8 VAT will be lawfully added to the Consideration, subject to the issuance of a lawful tax invoice. 15.9 At the end of each month, the Supplier will submit a detailed monthly report to the Company, regarding the services provided by its staff members for the previous month, and for which the payment is requested. The Supplier will detail its compliance with the service level indices in the said report. The monthly report will detail the account and payment requested pursuant to the discounts offered by the Supplier in its proposal. The Company may instruct the Supplier to provide additional data in its monthly report, at its sole discretion. 15.10 Subject to the Company’s approval of the monthly report as aforementioned, the Supplier will submit the approved ▇▇▇▇ bill to the Company as aforementioned, by the 5th of the following month. The Company will pay the Supplier within 45 Israeli business days from Supplier, according to the payment date in Section 3 of the ▇▇▇▇ Delivery of Payments to Suppliers Law, 5777 – 2017, at the end of the month in which the bill was submitted to the Company, subject to a receipt of a lawful tax invoice, and to the extent the Company is requested to transfer the payment to an offshore account - also subject to the Supplier presenting all the required approvals in accordance with Israeli law and the requirements of the Israeli tax authorities (including withholding tax certificate, etc.). The date in which the Company stamps the Supplier’s ▇▇▇▇bill, shall be considered as the determining date for the date of submission of the ▇▇▇▇bill. The Consideration will be paid after withholding legal tax at source (unless the Supplier has provided the Company with a legal authorization regarding an exemption from withholding at the source). 15.11 For the avoidance of doubt, it is hereby emphasized that the Company may offset any amount due to it by the Supplier pursuant to this Agreement and/or any other agreement that it has with it and/or pursuant to any law, including reimbursement for advances and/or payment of damages, against any sum it owes the Supplier.