Payment Terms. 1. All fees for the initial year of this Order shall be due as follows: (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice. 2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. 3. Unless otherwise specified, all dollars ($) are United States currency. 4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor. 5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 7 contracts
Sources: Finalsite Order, Finalsite Order, Finalsite Order
Payment Terms. 1. All fees Seller may invoice Buyer for the initial year of this Order shall be due as follows:
Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) Set Up fees shall be invoiced on the Effective Date if Buyer requests a delay in shipment of this Order Products, Seller may invoice Buyer for such Products prior to shipment, and shall be due and payable upon receipt of invoice; (ii) fees if Buyer requests a delay in performance of Services, Seller may invoice Buyer for Year 1 (described or such Services prior to performance. Unless provided otherwise in the fee table above) Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be invoiced on the Effective Date of this Order or payment terms stated in the first day of Year 1Final Proposal. If payment terms are not stated in a Final Proposal, whichever is later, the payment terms for Products and Services shall be due and payable upon receipt of invoice; net thirty (iii30) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt days after date of invoice. Fees Whether or not payment terms are stated in a final Proposal, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any other Services, and for reimbursable expenses, of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be invoiced made in accordance with the Master Terms or this Order and wire transfer instructions set forth in Seller's invoice. Payments by check shall be due and payable upon receipt of invoice.
2. Unless otherwise sent to the payment location specified in the Special Provisions above, this Order Form shall Seller's invoice and otherwise be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase made in accordance with the applicable provisions payment instructions set forth in Seller's invoice. Acceptance of payment by credit card is at the Master Termssole discretion of Seller, and, if Buyer pays by credit card, a convenience fee may be charged. By signing belowEach shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Finalsite Seller shall be entitled to recover from Buyer all attorneys fees and Customer each agree other costs and expenses it may incur in seeking to collect such past due amount and shall have the terms and conditions right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of this Order and 2% per month or, if less, the Master Termshighest rate permitted by law. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing Seller may pursue a collection action against Buyer in this box, I agree on behalf any court of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability competent jurisdiction to meet respective Customer tasks and deadlinescollect any past due amount.
Appears in 7 contracts
Sources: Terms and Conditions of Sale, Terms and Conditions of Sale, Terms and Conditions of Sale
Payment Terms. 1Unless otherwise stated in an Ordering Document, Customer shall pay all Subscription fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) within thirty (30) days of Customer’s receipt of NEOGOV’s invoice. All fees for the initial year of this Order shall be due as follows:
(i) Set Up fees Fees shall be invoiced annually in advance and in a single invoice for each Term. Invoices shall be delivered to the stated “▇▇▇▇ To” party on the Effective Date Ordering Document. Unless explicitly provided otherwise, once placed the Ordering Document is non-cancellable and sums paid nonrefundable. Subscription Fees are based upon the Customer’s employee count. Customer shall not exceed the employee amount its Subscription Fees are based off of this Order unless applicable supplemental Subscription Fees are paid. The Term for the Services is a continuous and shall be due and payable upon receipt non-divisible commitment for the full duration regardless of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date any invoice schedule. The purchase of this Order or the first day of Year 1, whichever any Service is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service. If Customer issues a purchase order, and for reimbursable expenses, then it shall be invoiced in accordance with for the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified full amount set forth in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, applicable NEOGOV invoice or AIT provides Client, Ordering Document. Failure to provide NEOGOV with a written notice to the contrary ninety (90) days prior to the end corresponding purchase order shall not relieve Customer of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5payment obligations. Except as otherwise specified specifically stated in the Ordering Document, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by giving Customer at least thirty (30) day notice prior to commencement of a Renewal Term. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this OrderAgreement, fees are subject to increase in accordance except those taxes imposed or based on NEOGOV’s net income or those exempt by applicable state law. Customer shall provide NEOGOV with the applicable provisions a certificate or other evidence of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions such exemption with ten (10) days of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for CustomerNEOGOV’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesrequest therefor.
Appears in 5 contracts
Sources: Neogov Services Agreement, Neogov Services Agreement, Neogov Services Agreement
Payment Terms. 1. (a) All fees for accrued and unpaid fees, expenses, default interest, costs and any other amounts due from the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and Customer shall be due and payable (i) on the date set forth herein or, if no date is set forth herein, upon receipt demand by WFBC, and (ii) on the Final Termination Date. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of invoicetime shall in such case be included in the computation of the fees, expenses, interest, costs and any other amounts due hereunder, as the case may be.
(b) All amounts to be paid by or deposited hereunder will be paid or deposited not later than 1:00 p.m. (Denver, Colorado time) on the day when due in same day funds. All computations of interest and fees shall be calculated for the actual days elapsed based on a 360 day year.
(c) Amounts due to WFBC hereunder shall be remitted to WFBC in United States Dollars.
(d) The Customer shall pay, as a full recourse obligation, all fees, interest, costs and expenses, including all amounts payable under Section 11.07.
(e) The Customer will pay on demand to WFBC interest (before and after default and before and after judgment, with interest on overdue interest at the same rate) on all amounts not paid to or deposited when due hereunder (other than amounts due under Section 3.10(b)) at a rate equal to Prime Rate plus five and one half of one percent (5.50%) per annum calculated daily.
(f) The Customer will make all payments required to be made by it hereunder without deduction or setoff regardless of any defense or counterclaim.
(g) The Customer acknowledges that (i) WFBC may maintain records of the Purchased Amount, all Purchased Accounts, all proceeds of Collateral and all amounts paid by the Customer to WFBC hereunder, including all fees, interest, costs and expenses; (ii) fees for Year 1 (described in the fee table above) shall such records shall, absent manifest error, be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, conclusive evidence thereof and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year the failure of WFBC to maintain any such records shall not limit or otherwise affect the obligations of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereforrights and remedies of WFBC hereunder or under any Related Document.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 3 contracts
Sources: Account Purchase Agreement (Corporate Resource Services, Inc.), Account Purchase Agreement (Corporate Resource Services, Inc.), Account Purchase Agreement (Corporate Resource Services, Inc.)
Payment Terms. 1. All fees The payment terms for the initial year of this Order all payments made by Autolus for purchased Miltenyi Products shall be due as follows:
(ia) Set Up fees shall be invoiced on the Effective Date Except as otherwise provided herein, all payments are payable within [***] days of this Order and shall be due and payable upon Autolus’ receipt of invoice; (ii) fees for Year 1 (described each invoice corresponding to a shipment of Miltenyi Products by Miltenyi, such invoices to be issued by Miltenyi or the applicable Miltenyi Affiliate in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceTerritory.
2. Unless otherwise specified (b) Autolus shall make all payments by wire transfer or electronic fund transfer in immediately available funds to an account designated by Miltenyi or its local Affiliate in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal TermTerritory, as applicable. All payments by Autolus to Miltenyi or its Affiliate (as the case may be) under this Agreement shall be made in the local currency that applies to the Miltenyi company that is assigned to fulfill the respective Purchase Order for Miltenyi Products.
3. Unless otherwise specified, all dollars ($c) All sums payable by Autolus under this Agreement are United States currencystated exclusive of sales tax and VAT.
4(d) Without prejudice to any other right or remedy available to Miltenyi, Miltenyi reserves the right to assess a late fee equal to [***] per month, or if lower, the maximum amount permitted by Applicable Law, on all undisputed amounts not paid by Autolus when due. Sales/VAT Tax: If applicable, Autolus acknowledges that failure by Autolus to comply with its payment obligations in this Article 8 shall constitute a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereformaterial breach.
5. (e) Except as expressly provided herein, Autolus shall not exercise any right of setoff, net-out or deduction, take any credit, or otherwise specified reduce the balance owed to Miltenyi with respect to any payments under this Agreement, unless the Parties otherwise agree or until Autolus has obtained a final and non-appealable judgment against Miltenyi in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, amount asserted by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesAutolus.
Appears in 3 contracts
Sources: Supply Agreement (Autolus Therapeutics LTD), Supply Agreement (Autolus Therapeutics LTD), Supply Agreement (Autolus Therapeutics LTD)
Payment Terms. 1(a) Any Service Fees payable pursuant to Section 4.1 shall be paid by SharkNinja or its designated Affiliate (the “Payor”) to JSG (the “Payee”) within forty-five (45) days after receipt of a written invoice from the Payee at the end of each quarter of the calendar year. The Payee shall submit such invoice to the Payor within twenty (20) days after the end of each such quarter, which sets forth the details of the calculation of the Service Fees to be paid by such Payor for such quarter. All fees for the initial year of this Order Service Fees shall be calculated and paid in U.S. dollars (or, if necessary for legal or tax concerns, other reasonable currency mutually agreed upon by the Parties in writing) in immediately available funds to a bank account designated by the Payee in writing to the Payor. For purposes of determining the Service Fees due and payable in U.S. dollars, the exchange rate shall be determined at the date on which such amount is remitted by the Payor, as follows:reported by the Wall Street Journal (or similar or successor publication if the Wall Street Journal is no longer published).
(b) If a Payor fails to make a Service Fee payment when due, such Payor shall be required to pay, in addition to any such unpaid amounts, interest on such amounts at (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; Prime Rate, plus two hundred (200) basis points, or (ii) fees if lower, the highest rate of interest permitted by applicable Law at such time, in each case compounded monthly from, and including, the relevant due date through the actual date of payment.
(c) Except as set forth in Section 4.5, the Payor shall make all Service Fee payments to the Payee without set-off, deduction, recoupment or withholding of any kind for Year 1 Service Fees or other amounts owed or payable by the Payee or its Affiliates to the Payor or its Affiliates, whether under this Agreement or any other Ancillary Agreement, applicable Law or otherwise.
(described in d) All amounts treated for the fee table above) purposes of any VAT as consideration for a supply made pursuant to this Agreement shall be invoiced on exclusive of applicable VAT. Where Payee is required to account for any VAT to a relevant Tax authority, Payor shall, subject to the Effective Date receipt of this Order or the first day of Year 1a valid VAT invoice, whichever is laterpay to Payee (in addition to, and shall be due and payable upon receipt of invoice; (iiiat the same time as, the consideration) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement amount of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceVAT.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 3 contracts
Sources: Sourcing Services Agreement (SharkNinja, Inc.), Sourcing Services Agreement (SharkNinja, Inc.), Sourcing Services Agreement
Payment Terms. 1. All fees for the initial year Customer shall pay individual invoices net thirty (30) days from date of this Order shall invoice, unless other credit terms are agreed to in writing by VWR; summary invoices, if any, will be due as follows:
agreed. Payments are to be made in the currency invoiced by VWR. Customer shall provide VWR, concurrent with each payment, with remittance information in sufficient detail (to the invoice level or line level, as applicable) to allow VWR to properly apply payments or credit memos to outstanding receivable(s) on VWR's accounts receivable sub-ledger for Customer. Any payments received no later than 2.00 PM Eastern Time at VWR's lockbox will be credited to Customer's account as of the date received, while payments received after 2.00 PM Eastern Time will be credited to Customer's account the following business day. Payment in the form of a check will be credited once the deposit appears in VWR’s bank account; no post-dated checks will be accepted. Delinquent accounts will be subject to a service charge on past due amounts of the lesser of between one and one-half percent (1.5%) and three percent (3%) per month, depending on region, or the maximum amount permitted by law, plus Taxes, reasonable attorneys’ fees, and other collections costs, if any, incurred by VWR. VWR recommends payments be made by wire transfer or ACH method to ensure timely receipt by VWR. VWR reserves the right to: (i) Set Up fees shall be invoiced require C.O.D. (subject to a handling fee) or impose more stringent payment requirements (including, without limitation, payment in advance) on the Effective Date of this Order Customer if Customer’s account is overdue or if Customer has an unsatisfactory credit or payment record, as determined by VWR in its sole discretion, and shall be due and payable upon receipt of invoiceto refuse to sell to Customer or otherwise perform hereunder until all overdue amounts are paid in full; (ii) fees for Year 1 (described in the charge a convenience fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoiceany post-sale credit card payments by Customer; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees charge a fee for any other Services, checks rejected due to insufficient funds; (iv) charge a service fee for any re-invoicing requested by Customer; and (v) furnish payment history data and related information to third party companies for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order fraud protection and shall be due and payable upon receipt of invoicecredit risk reduction.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 3 contracts
Sources: Terms and Conditions of Sale, Terms and Conditions of Sale, Terms and Conditions of Sale
Payment Terms. 1. All fees Seller may invoice Buyer for the initial year of this Order shall be due as follows:
Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) Set Up fees shall be invoiced on the Effective Date if Buyer requests a delay in shipment of this Order Products, Seller may invoice Buyer for such Products prior to shipment, and shall be due and payable upon receipt of invoice; (ii) fees if Buyer requests a delay in performance of Services, Seller may invoice Buyer for Year 1 (described or such Services prior to performance. Unless provided otherwise in the fee table above) Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be invoiced on the Effective Date of this Order payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal or negotiated supply agreement, the first day of Year 1, whichever is later, payment terms for Products and Services shall be due and payable upon receipt of invoice; net thirty (iii30) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt days after date of invoice. Fees Whether or not payment terms are stated in a final Proposal or negotiated supply agreement, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any other Services, and for reimbursable expenses, of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be invoiced made in accordance with the Master Terms or this Order and wire transfer instructions set forth in Seller's invoice. Payments by check shall be due and payable upon receipt of invoice.
2. Unless otherwise sent to the payment location specified in the Special Provisions above, this Order Form shall Seller's invoice and otherwise be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase made in accordance with the applicable provisions payment instructions set forth in Seller's invoice. Seller shall not subsequently change banking information without proper notification to Buyer on Seller’s company letterhead provided by mail courier. Any authorized notification of such change in banking information will be made well in advance of the Master Termseffective date and will not be effective if communicated to Buyer solely by email. By signing belowEach shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by ▇▇▇▇▇ is not paid when due, Finalsite Seller shall be entitled to recover from Buyer all attorneys fees and Customer each agree other costs and expenses it may incur in seeking to collect such past due amount and shall have the terms and conditions right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of this Order and 2% per month or, if less, the Master Termshighest rate permitted by law. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing Seller may pursue a collection action against Buyer in this box, I agree on behalf any court of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability competent jurisdiction to meet respective Customer tasks and deadlinescollect any past due amount.
Appears in 3 contracts
Sources: Terms and Conditions of Sale, Terms and Conditions of Sale, Terms and Conditions of Sale
Payment Terms. 1The Charterer shall pay all amounts for Supplemental Hire invoiced by the Owner within 10 days after receipt of such invoice. All fees Any Basic Hire not paid when due and any invoices not paid in immediately available funds within 10 days after receipt by the Charterer shall accrue interest from the due date until paid at a per annum rate of interest equal to the Overdue Rate, computed on a basis of 360 days, for actual days elapsed. Payments shall be made by wire transfer in immediately available funds prior to 12:00 noon, New York City time, on the initial year of this Order day when each such payment shall be due to the Owner's account at a financial institution located in the State of New York or at such other office as follows:
(i) Set Up fees the Owner may from time to time designate in writing to the Charterer. All payments to the Owner hereunder shall be invoiced on the Effective Date of this Order without any offset, counterclaim, discount or deduction and shall be due made in United States Dollars. All payments to the Owner stated in this Charter are exclusive of any Taxes, including, without limitation, sales, excise, value added, stamp, documentary, transfer, ad valorem, general consumption, property, use, export, import, employment, payroll, withholding or other similar Taxes, which may be imposed on or incurred by the Owner, its employees or the Investors (other than, except as otherwise provided herein, Taxes on the net income or franchise of the Owner, its employees or the Investors), and payable all costs associated therewith, in connection with performance by the Owner of, or the Owner's rights under, this Charter, including the costs associated with bonds or letters of credit that are not otherwise the responsibility of the Charterer under this Charter. The Charterer shall pay the Owner the amount of all such charges, Taxes and costs upon receipt of an invoice; (ii) fees for Year 1 (described in , subject to the fee table above) shall be invoiced on Charterer's right to reasonably verify the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement Owner's payment of such Year amounts. The Owner shall use reasonable efforts, without filing suit or Renewal Term (as applicable) incurring any out-of-pocket or other additional costs, to avail itself of any and shall be due and payable upon receipt all applicable exemptions and/or reductions of invoicesuch taxes. Fees for The Charterer shall, at the Owner's request, pay such sums directly or post any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms required bonds or this Order and shall be due and payable upon receipt letter of invoicecredit required on any such items.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 3 contracts
Sources: Bareboat Charter Agreement (Reading & Bates Corp), Bareboat Charter (R&b Falcon Corp), Bareboat Charter (R&b Falcon Corp)
Payment Terms. 1. 10.1 DESITIN shall make any other payments than Royalties due under this Agreement in United States Dollars within [***] ([***]) days of receipt of the invoice for Product (which date shall be no earlier than the date of delivery of the Product).Invoices shall be sent via fax and by internationally recognized overnight courier to DESITIN’s address for notices hereunder.
10.2 All fees right, title and risk in the Product passes to DESITIN upon delivery of Product to DESITIN in accordance with this Agreement.
10.3 DESITIN agrees to make payments and written reports to ZOGENIX within [***] ([***]) days after the end of each calendar quarter covering all sales of the Product in the Field in the Territory by DESITIN, its Affiliates or permitted sub-licensees for which invoices were sent during such calendar quarter, each such written report stating for the initial year of this Order shall be due as follows:
period in question: (i) Set Up fees shall be invoiced on for Product disposed of in the Effective Date Territory by sale, the quantity and description of this Order and shall be due and payable upon receipt of invoice; Product, (ii) fees for Year 1 (described Product disposed of in the fee table above) shall be invoiced on Territory other than by sale, the Effective Date of this Order or the first day of Year 1quantity, whichever is laterdescription, and shall be due and payable upon receipt nature of invoice; the disposition, (iii) fees the calculation of DESITIN’s Net Sales for each subsequent Year such quarter and year-to-date DESITIN’s Net Sales; and (iv) the calculation of the Initial Termamount due to ZOGENIX for such quarter pursuant to Clause 9 on account of such DESITIN’s Net Sales. The information contained in each report under this Clause 10.3 shall be considered Confidential Information of DESITIN. Concurrent with the delivery of each quarterly report, and DESITIN shall make the payment due ZOGENIX hereunder in United States Dollars for each Renewal Termthe calendar quarter covered by such report.
10.4 All amounts not paid to the other Party when due shall accrue interest daily at the lesser of an annual rate of (a) [***] or (b) [***].
10.5 All sums payable hereunder are expressed to be exclusive of VAT or other similar tax. Notwithstanding the foregoing, any income or other taxes on any monies payable to ZOGENIX which DESITIN is required by law to pay or withhold on behalf of ZOGENIX, shall be invoiced on the commencement deducted by ZOGENIX from such monies due. DESITIN shall furnish ZOGENIX with proof of such Year payments. Any such tax required to be paid or Renewal Term (as applicable) and withheld shall be due an expense borne solely by DESITIN, and payable upon receipt of invoice. Fees ZOGENIX may request reimbursement from DESITIN for any such amounts. DESITIN shall promptly provide ZOGENIX with a certificate or other Servicesdocumentary evidence to enable ZOGENIX to support a claim for a refund or a foreign tax credit with respect to any such tax so withheld or deducted by DESITIN. At ZOGENIX’s request, DESITIN shall reasonably cooperate to support any claim by ZOGENIX for such a refund or credit. The Parties will reasonably cooperate in completing and filing documents under the provisions of any applicable tax treaty or under any other applicable law, in order to enable DESITIN to make such payments to ZOGENIX without any deduction for reimbursable expenses, shall be invoiced in accordance withholding. *** Certain information on this page has been omitted and filed separately with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2Commission. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, Confidential treatment has been requested with a written notice respect to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableomitted portions.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 2 contracts
Sources: Licensing and Distribution Agreement (Zogenix Inc), Licensing and Distribution Agreement (Zogenix Inc)
Payment Terms. 1Company shall issue an invoice to Distributor upon shipment of the Company Products ("Invoice"). All fees for the initial year of this Order payments shall be due Net * * * (* * *) days after the date of the Invoice assuming the shipment is void of any major fault of Company, payable in United States dollars, free of any currency control or other restrictions to Company at the address designated by Company. Distributor shall at all times remain obligated to make payments to Company regardless as followsto whether Distributor receives payment from a third party to whom Distributor may resell Products. Unless otherwise agreed by Company in writing, Distributor will pay all Invoices by:
(i) Set Up fees shall be invoiced on Wire transfer to a bank account designated by Company the Effective Date amount of this Order the aggregate prices of the Company Products ordered (plus any applicable taxes, shipping and shall be due and payable upon receipt of invoiceother charges); or,
(ii) fees for Year 1 (described in the fee table above) Letter of credit payment wherein Distributor shall cause to be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is laterissued by a bank acceptable to Company, and shall confirmed by a bank designated by Company, one or more irrevocable letters of credit to be due equal to the aggregate prices of the Company Products ordered (plus any applicable taxes, shipping and payable other charges) and to provide for payment at sight upon receipt presentation of invoiceCompany's Invoices and receipted shipping documents evidencing delivery of the invoiced Company Products to the carrier or freight forwarder; or,
(iii) fees A check drawn upon a U.S. bank; provided, however, that if any such check tendered by Distributor under this Section 5(e)(iii) is returned for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year insufficient funds or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees dishonored in any way for any other Servicesreason, and for reimbursable expenseseven without fault of Distributor, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to -------------- * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the contrary ninety (90) days prior information subject to the end confidentiality request. Omissions are designated as *****. A complete version of this exhibit has been filed separately with the Initial Term Securities and Exchange Commission. Distributor Company may in its sole discretion void this Section 5(e)(iii) and require that payment be made under Sections 5(e)(i) or Renewal Term5(e)(ii) only; and provided, as applicable.
3. Unless otherwise specifiedhowever, that the event Company in its discretion voids this Section 5(e)(iii) according to its terms, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order Agreement shall remain in full force and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlineseffect.
Appears in 2 contracts
Sources: Authorized International Distributor Agreement (Formfactor Inc), Authorized International Distributor Agreement (Formfactor Inc)
Payment Terms. 1Unless otherwise stated in an Ordering Document, Customer shall pay all Subscription fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) within thirty (30) days of Customer’s receipt of NEOED’s invoice. All fees for the initial year of this Order shall be due as follows:
(i) Set Up fees Fees shall be invoiced annually in advance and in a single invoice for each Term. Invoices shall be delivered to the stated “▇▇▇▇ To” party on the Effective Date Ordering Document. Unless explicitly provided otherwise, once placed the Ordering Document is non-cancellable and sums paid nonrefundable. Subscription Fees are based upon the Customer’s employee count. Customer shall not exceed the employee amount its Subscription Fees are based off of this Order unless applicable supplemental Subscription Fees are paid. The Term for the Services is a continuous and shall be due and payable upon receipt non-divisible commitment for the full duration regardless of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date any invoice schedule. The purchase of this Order or the first day of Year 1, whichever any Service is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service. If Customer issues a purchase order, and for reimbursable expenses, then it shall be invoiced in accordance with for the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified full amount set forth in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, applicable NEOED invoice or AIT provides Client, Ordering Document. Failure to provide NEOED with a written notice to the contrary ninety (90) days prior to the end corresponding purchase order shall not relieve Customer of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5payment obligations. Except as otherwise specified specifically stated in the Ordering Document, NEOED may change the charges for the Services with effect from the start of each Renewal Term by giving Customer at least thirty (30) day notice prior to commencement of a Renewal Term. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this OrderAgreement, fees are subject to increase in accordance except those taxes imposed or based on NEOED’s net income or those exempt by applicable state law. Customer shall provide NEOED with the applicable provisions a certificate or other evidence of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions such exemption with ten (10) days of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for CustomerNEOED’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesrequest therefor.
Appears in 2 contracts
Payment Terms. 1Except as provided below, the amount of Liquidated Damages determined in accordance with Section 6(f)(1) shall be paid biweekly in equal installments over fifty-two (52) weeks, and the amount of Liquidated Damages determined in accordance with Section 6(f)(2) shall be paid biweekly in equal installments over one hundred four (104) weeks. Payment of Liquidated Damages shall commence immediately upon Executive’s separation from service. Notwithstanding the foregoing, if Executive is a Specified Employee (as defined below) on the date of Executive’s separation from service (as defined below) (the “Severance Date”), to the extent that Executive is entitled to receive any benefit or payment upon such separation from service under this Agreement that constitutes deferred compensation within the meaning of Section 409A of the Code before the date that is six (6) months after the Severance Date, such benefits or payments shall not be provided or paid to Executive on the date otherwise required to be provided or paid. Instead, all such amounts shall be accumulated and paid in a single lump sum to Executive on the first business day after the date that is six (6) months after the Severance Date (or, if earlier, within fifteen (15) days following Executive’s date of death). If Executive is required to pay for a benefit that is otherwise required to be provided by the Company under this Agreement by reason of this paragraph, Executive shall be entitled to reimbursement for such payments on the first business day after the date that is six (6) months after the Severance Date (or, if earlier, within fifteen (15) days following Executive’s date of death). All fees for benefits or payments otherwise required to be provided or paid on or after the initial year of date that is six (6) months after the Severance Date shall not be affected by this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order paragraph and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order provided or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced paid in accordance with the Master Terms payment schedule applicable to such benefit or payment under this Order Agreement. It is intended that each installment under this Agreement be regarded as a separate “payment” for purposes of Section 409A of the Code. This paragraph is intended to comply with the requirements of Section 409A(a)(2)(B)(i) of the Code. In the event that any of the payments herein that relate to a Change of Control implicate Internal Revenue Code Sections 280G and 4999, then the executive shall be due and payable upon receipt entitled to a reduced payment that would avoid imposition of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods any loss of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice tax deduction to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order employer under Section 280G and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As imposition of excise tax on the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesExecutive under Section 4999.
Appears in 2 contracts
Sources: Employment Agreement (Sykes Enterprises Inc), Employment Agreement (Sykes Enterprises Inc)
Payment Terms. 111.01 The Subscription Fee, Activation Fee, and any Professional Services Fee and Support Services Fee will become payable as set out in the Order and the Terms and Conditions. All payments under this Agreement shall be made via credit card or direct debit (via ExpectMe's designated online, automated payment management tool) or any other agreed payment method (using such payment details as notified by ExpectMe to the Client from time to time).
11.02 Invoices shall be sent in PDF-format to the Client's email address, specified in the Order, or in writing to the Client's physical address if specifically requested by the Client.
11.03 Client agrees to make all payments due to ExpectMe under the provisions of this Agreement before or on the due date indicated on the invoice and in euro, unless Parties have agreed otherwise in writing. In event of late payment, all Client payment obligations to ExpectMe will immediately become due and payable.
11.04 All fees payable to ExpectMe under this Agreement shall be paid without the right to set-off or counterclaim and free and clear of all deductions or withholdings whatsoever, unless the same are required by law, in which case the Client undertakes to pay ExpectMe such additional amounts as are necessary in order that the net amounts received by ExpectMe after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding. Sums stated to be payable under this Agreement do not include any applicable value added tax or other taxes, which shall be additionally charged to the Client. The Client is responsible for payment of all general, state, or local import, usage, value-added, withholding, or other taxes associated with the supply or use of the Services or Platform. The Client shall promptly reimburse ExpectMe for any such taxes or duties paid by ExpectMe.
11.05 The amount of any invoice which has not been paid within thirty (30) days from the invoice date shall automatically be subject to a late payment interest equal to the legal interest rate of the Act of 2 August 2002 on late payment interests in commercial transactions, which interest shall be compounded daily as of the due date until receipt of full payment by ExpectMe. In addition, Client shall pay all costs incurred by ExpectMe, as a result of the (extra)judicial enforcement of the Client's payment obligation under this article, with a minimum of 150 EUR. If Client fails to pay any outstanding amounts within sixty (60) days from receipt of a written default notice, ExpectMe shall be entitled to suspend its obligations and the Client's rights hereunder until receipt of payment of such outstanding amounts.
11.06 Each invoice made by ExpectMe shall be deemed to have been accepted by the Client if it is not disputed by registered letter sent to ExpectMe wherein the reason for the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever dispute is laterexplained, and shall be due and payable upon receipt this within thirty (30) days after the invoice date of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of that specific invoice.
2. Unless otherwise specified in 11.07 In the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after event the expiration use of the Initial Term and any subsequent Renewal TermPlatform, unless Client provides AITServices, or AIT provides Professional Services give rise to additional costs and/or expenses for the Client from third parties (including but not limited to software integration costs), such costs are exclusively the Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable's responsibility and cannot be claimed from ExpectMe.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
Payment Terms. 1Payment terms are 30 days from the invoice date, Customer/Applicant (hereinafter referred to as “Customer”). All fees for Retainage shall not apply and Customer shall not hold back any amounts from Barnsco, Inc. (hereinafter referred to as “Seller”), even if retainage is contractually withheld from Customer by another party. Payment to Seller is not contingent on Customer’s receipt of payment from a third party. Seller, in its sole discretion, may determine that the initial year Customer’s financial condition requires adequate assurance of this Order due performance from Customer, including but not limited to, requiring full or partial payment in advance of delivery of any materials or goods ordered by Customer (any such materials or goods collectively being referred to herein as, the “Goods”). In the event Customer fails to make any payment when due, Seller reserves the right to suspend any further deliveries or to cancel the unfilled portion of any order without liability of Seller, and all unpaid accounts shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be thereupon become due and payable upon receipt to Seller. Interest at highest rate permitted by applicable law, shall accrue on all past due accounts. Waiver of invoice; (ii) fees for Year 1 (described in one or more interest charges shall not be deemed to be a waiver of any other interest charges. In the fee table above) event of non-payment, Customer shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is laterresponsible for, and shall be pay, Seller’s cost of collection, including but not limited to Seller’s reasonable attorney fees and court costs. Seller may apply payments first to accrued interest on any outstanding invoices and then to principal amounts due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, owing on any outstanding invoices unless Customer specifies a particular invoice to which such payment applies. All amounts and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due payments made in connection with the Services or the fees due therefortransactions contemplated herein shall be in United States Dollars.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 2 contracts
Sources: Sales Agreement, Sales Agreement
Payment Terms. 1In consideration for Services, Customer shall pay RN fees, costs, rates and charges as provided in the applicable Customer Order (the “Fees”). All fees In the event that Fees are not specified in a Customer Order, Customer shall pay Fees for relevant Products and/or Services at RN’s then-current rates. Upon delivery of a Product or performing of Services or at milestones as set forth in an applicable Customer Order, RN shall invoice Customer for the initial year Fees then due. Fees may consist of this Order shall be due non-recurring charges (i.e. installation or setup fees) or recurring charges (i.e. monthly, quarterly or annual fees) as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and specified in a Customer Order. Any installation or setup fee shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in prior to the fee table above) Commencement Date. Any recurring charges shall be invoiced in advance for each applicable period. Fees for partial months may be pro-rated. Any deposit or other pre-payment shall be paid prior to the Commencement Date and applied as a credit to the final recurring charges of the respective Customer Order. Unless otherwise set forth on a particular Customer Order, Fees for Products and/or Services shall remain in effect for one (1) year from the Effective Commencement Date of this Order or the first day of Year 1each specific Customer Order. Thereafter, whichever is latersuch Fees shall be subject to change upon sixty (60) days prior written notice to Customer. Except as otherwise set forth in a Customer Order, and invoices shall be due and payable upon receipt of invoice; thirty (iii30) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement days following submission of such Year invoice by RN. In the event of termination of this Agreement or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees any applicable Customer Order, Customer is obligated to pay RN for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms Services or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days expenses incurred prior to the end effective date of the Initial Term such termination, or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice for any Services and/or Products pursuant to any non-terminated Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5Order. Except as otherwise specified set forth in this any applicable Customer Order, Customer shall be responsible for any sales, service, value-added, use, excise, consumption and any other taxes and duties (whether international, national, state or local, however designated), now in force or enacted in the future, related to the Products and/or Services and/or Customer Works and web sites. Unless otherwise agreed by the parties in writing, Fees set forth on any Customer Order shall be exclusive of such taxes. Notwithstanding the foregoing, Customer shall have no obligation to pay income taxes of RN. If a withholding tax applies to any fees are subject for Products and/or Services pursuant to increase this Agreement, Customer may deduct such taxes and pay such taxes to the relevant taxing authority; provided that Customer shall provide RN with an official receipt for such taxes withheld and agrees to notify RN prior to payment, in accordance writing that such withholding tax is required to be paid and Customer shall pay RN any additional amounts to ensure that RN receives the full amount of its invoice. If RN has a legal obligation to pay or collect taxes for which Customer is responsible under this clause, the relevant amount shall be charged to and paid by Customer in addition to the amounts on such invoice, unless Customer provides RN with a valid tax exemption certificate authorized by the applicable provisions appropriate taxing authority. The parties undertake to cooperate, where possible, to minimize the amount of withholding tax due by making advance clearance applications under the relevant double taxation treaties (where applicable) to the relevant tax authority to reduce the rate of withholding tax or exempt entirely this amount if applicable. In any event, Customer shall account for any tax withheld to the tax authorities on a timely basis. Customer’s equipment which is utilized by RN in performance of the Master Terms. By signing belowServices shall not be construed to be fixtures, Finalsite and Customer each agree is responsible for preparing and filing any necessary return with, and paying any and all taxes separately levied or assessed against Customer’s equipment to any governmental, quasi-governmental or tax authorities by the terms date such payments are due. All Fees paid to RN for Products and/or Services shall be non-refundable. Service Level credits shall only be available to Customer, if ever, provided Customer does not owe RN any outstanding Fees and conditions is not in breach or default of this Agreement. Such credits shall only be used to offset future charges for Products and/or Services and may not be sold, converted to cash or transferred to any third party, and shall expire on expiration or termination of the relevant Customer Order and the Master Termsand/or this Agreement. Signature Name If Customer wishes to dispute any RN invoice (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the a “Disputed Invoice”), Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is must submit a good faith estimate which is dependent onclaim, among in writing, regarding the Disputed Invoice with documentation as may reasonably be required to support the claim within sixty (60) days of RN’s submission of the invoice. If Customer does not timely submit such a claim, Customer waives all rights to dispute such invoice and/or claim that it does not owe disputed amounts contained in the invoice and/or seek any set-offs or reimbursements or other factorsamounts of any kind based upon or relating to such invoice. All payments will be in U.S. Dollars. If Customer does not timely pay any invoice(s), Customer will also pay interest on the unpaid amount, from the date due, at the rate of two percent (2%) per month or the highest amount permitted by law, and Customer shall also pay RN any costs of collection (including reasonable attorney’s fees). Customer’s ability obligation to meet respective pay invoiced amounts is absolute and unconditional and not subject to offset, defense or counterclaim. A breach of payment obligations shall be considered a material breach of the Agreement. RN is permitted to suspend Services and/or delivery of Products until default is cured by payment in full. If default is not cured following invoice, RN may terminate the Agreement by written notice to Customer. Upon termination, RN has no further obligation to delivery Products or render Services. No action, suit or proceeding arising out of this Agreement or any Customer tasks and deadlinesOrder or concerning any invoice or other accounting hereunder or to the period of time to which such invoice or accounting relates may be maintained against RN unless commenced within one (1) year after the date such invoice or accounting is delivered to Customer.
Appears in 2 contracts
Sources: Master Products and Services Agreement, Master Products and Services Agreement
Payment Terms. 1(a) Any Service Fees payable pursuant to Section 3.01 shall be paid by Recipient (the “Payor”) to Provider (the “Payee”) within forty-five (45) days after receipt of a written invoice from the Payee at the end of each quarter of the calendar year. The Payee or its designated Affiliate shall submit such invoice to the Payor or its designated Affiliate within twenty (20) days after the end of each such quarter, which sets forth the details of the calculation of the Service Fees to be paid by such Payor for such quarter. All fees for the initial year of this Order Service Fees shall be calculated and paid in U.S. dollars (or, if necessary for legal or tax concerns, other reasonable currency mutually agreed upon by the Parties in writing) in immediately available funds to a bank account designated by the Payee in writing to the Payor. For purposes of determining the Service Fees due and payable in U.S. dollars, the exchange rate shall be determined at the date on which such amount is remitted by the Payor, as follows:reported by the Wall Street Journal (or similar or successor publication if the Wall Street Journal is no longer published).
(b) If a Payor fails to make a Service Fee payment when due, such Payor shall be required to pay, in addition to any such unpaid amounts, interest on such amounts at (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; Prime Rate, plus two hundred (200) basis points, or (ii) fees if lower, the highest rate of interest permitted by applicable Law at such time, in each case compounded monthly from, and including, the relevant due date through the actual date of payment.
(c) Except as set forth in Section 3.04, the Payor shall make all Service Fee payments to the Payee without set-off, deduction, recoupment or withholding of any kind for Year 1 Service Fees or other amounts owed or payable by the Payee or its Affiliates to the Payor or its Affiliates, whether under this Agreement or any other Ancillary Agreement, applicable Law or otherwise.
(described in d) All amounts treated for the fee table above) purposes of any VAT as consideration for a Service made pursuant to this Agreement shall be invoiced on exclusive of applicable VAT. Where Payee is required to account for any VAT to a relevant Tax authority, Payor shall, subject to the Effective Date receipt of this Order or the first day of Year 1a valid VAT invoice, whichever is laterpay to Payee (in addition to, and shall be due and payable upon receipt of invoice; (iiiat the same time as, the consideration) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement amount of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceVAT.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 2 contracts
Sources: Transition Services Agreement (SharkNinja, Inc.), Transition Services Agreement (SharkNinja, Inc.)
Payment Terms. 1. All fees for (a) From and after the initial year Effective Time, the Parent shall not be permitted to issue any CVRs that have the right to receive any portion of this Order shall be due the Milestone Payments, except as follows:provided in, and in accordance with the terms and conditions of, the Merger Agreement.
(b) On each Milestone Payment Date,
(i) Set Up fees shall the Parent shall:
(A) deliver to the Rights Agent a certificate of the Parent certifying the applicable Per Share Milestone Payment;
(B) pay to the Rights Agent, by wire transfer to the account designated by the Rights Agent at least five (5) Business Days prior to such Milestone Payment Date, the aggregate amount to be invoiced on paid by the Effective Date Rights Agent to holders of this Order and shall be due and payable upon receipt CVRs received with respect to Shares pursuant to Section 2.4(b)(ii);
(C) pay to the Rights Agent, by wire transfer to the account designated by the Rights Agent at least five (5) Business Days prior to such Milestone Payment Date, the aggregate amount of invoiceany Derivative Payment associated with the Milestone Payment Date; and
(ii) fees for Year 1 the Rights Agent shall promptly (described but in the fee table aboveany event within two (2) shall be invoiced on the Effective Date Business Days) pay to (A) each Holder of this Order or the first day of Year 1record, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year as of the Initial Termclose of business in New York City, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term three (as applicable3) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days Business Days prior to the end Milestone Payment Date (the “Record Date”), of CVRs received with respect to the Shares, an amount equal to the product of (i) the applicable Per Share Milestone Payment multiplied by (ii) the number of CVRs held by each such Holder as of the Initial Term or Renewal TermRecord Date, and (B) each intended recipient of any applicable Derivative Payment (as applicableexpressly set forth on Appendix 1 attached hereto) the applicable portion of such Derivative Payment. Notwithstanding the foregoing, in no event shall the Parent be required to pay any Milestone Payment more than once.
3. Unless otherwise specified, all dollars ($c) are United States currencyNo interest or dividends shall accrue on any amounts payable in respect of the CVRs.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. (d) Except as otherwise specified provided in this OrderCVR Agreement, fees are subject to increase in accordance with the applicable provisions none of the Master Terms. By signing below, Finalsite and Customer each agree Company or any of its Affiliates shall have any right to set off any amounts owed or claimed to be owed by any Holder to any of them against such Holder’s Milestone Payment or other amount payable to such Holder in respect of the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesCVRs.
Appears in 2 contracts
Sources: Merger Agreement (Acer Therapeutics Inc.), Merger Agreement (Zevra Therapeutics, Inc.)
Payment Terms. 1. All fees 7.1 Customer agrees to make full payment for any Product and/or Service on the initial year of this Order shall be due as follows:
following milestones: (i) Set Up fees one third (⅓) of the purchase price at the time Customer receives the order confirmation from IDENTEC, (ii) another one third (⅓) upon the handover of the Products to the carrier, (iii) and the final one third (⅓) upon receipt or use of the Products, whatever occurs first. Irrespective thereof, the value added tax (VAT) or sales tax comprised in the amount of the invoice, shall be invoiced paid within thirty (30) days of the date of IDENTEC’s invoice. If bankruptcy proceedings are instituted against the assets of Customer or if an application for bankruptcy proceedings is not granted for insufficiency of assets, deliveries shall only be made against cash in advance.
7.2 Customer agrees to make full payment of invoices on the Effective Date basis of this Order and the payment milestones set forth in clause 7.1 within thirty (30) days of the date of IDENTEC’s invoice. Should Customer’s financial condition become unsatisfactory to IDENTEC or should IDENTEC believe there are other grounds for insecurity, IDENTEC reserves the right to require security that is satisfactory to IDENTEC or take other measures in its reasonable business judgment. In addition to other available remedies, a late payment service charge equal to 1.5% per month, or the maximum charge allowed by applicable law, whichever is lower, shall be assessed on all amounts not paid when due.
7.3 In any case of part settlements, the individual part payments shall fall due and payable upon receipt of the respective invoice; . The same shall apply to amounts invoiced for additional deliveries or resulting from additional agreements beyond the scope of the original Contract, irrespective of the terms of payment agreed upon for the principal delivery.
7.4 Payment shall be made without any discount, cost-free, to IDENTEC’s domicile in the agreed currency. Drafts and checks shall be accepted on account of payment only, with all interest, fees and charges in connection therewith (such as collection and discounting charges) to be borne by Customer. All payments shall be made in US dollars ($).
7.5 Customer shall not be entitled to withhold or offset any payment on the grounds of any warranty claim or other counterclaim, unless such claim or other counterclaim is undisputed or has been established by a competent court of law.
7.6 Payment shall be deemed to have been effective on the date at which the amount in question is at IDENTEC’s disposal.
7.7 In the event of: (i) Customer’s failure to pay for any invoiced Products or Service when due, (ii) fees for Year 1 (described in Customer fails to meet the fee table above) shall be invoiced on the Effective Date terms of this Order or the first day of Year 1payment, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year Customer’s account becomes otherwise delinquent, (iv) Customer’s bankruptcy or insolvency, (v) Customer’s breach of the Initial TermContract with IDENTEC, IDENTEC may, at its option: (a) terminate the Contract or any or all existing agreements in conjunction therewith; (b) refuse to ship or deliver Products or provide Services under the Contract; and/ or (c) avail itself of any other and for each Renewal Termfurther remedies available to it at law or in equity. Customer agrees to pay all cost of collection, shall be invoiced on the commencement of such Year including attorney’s fees, incurred by IDENTEC.
7.8 Discounts or Renewal Term (as applicable) and shall be bonuses are subject Customer’s complete payment in due and payable upon time.
7.9 IDENTEC retains title to all Products delivered by it until receipt of invoice. Fees for any other Servicesall amounts invoiced, including interests and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoicecharges.
2. Unless otherwise specified in 7.10 The Parties allow the Special Provisions above, this Order Form shall be renewed automatically for successive periods use of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, electronic invoicing or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablePDF invoices.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 2 contracts
Sources: General Terms and Conditions, General Terms and Conditions
Payment Terms. 1. All fees 1.1 The Contractor shall submit to UN-WOMEN an original copy of its invoices for the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced all Services supplied to UN-WOMEN in accordance with this Contract, together with such supporting documentation and details as the Master Terms or UN-WOMEN may require.
1.2 Payments under this Order and Contract shall be due and payable upon made to the Contractor thirty (30) days from receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term Contractor’s invoice and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use supporting documentation and other transactional taxes due in connection with certification by UN-WOMEN that the Services or represented by the fees due therefor.
5. Except as invoice have been provided and that the Contractor has otherwise specified performed in this Order, fees are subject to increase in accordance conformity with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order Contract, unless UN-WOMEN disputes the invoice or a portion thereof. All payments due to the Contractor under this Contract shall be made by electronic funds transfer to the Contractor’s bank account, the details of which are set forth in the Contract document above.
1.3 UN-WOMEN may withhold payment in respect of any invoice if it considers that the Contractor has not performed in accordance with the terms and conditions of this Contract or has not provided sufficient documentation in support of the invoice. Where an invoice is disputed in part, UN-WOMEN shall pay the Contractor any undisputed portion, in accordance with Article 1.2 above, and the Master TermsParties shall consult in good faith to promptly resolve outstanding issues. Signature Name Once the dispute has been resolved, UN-WOMEN shall pay the Contractor the relevant amount within thirty (printed30) Title (printed) Date Signature Name (printed) Title (printed) Date As days. The Contractor shall not be entitled to interest on any late payment or any sums payable under this Contract or any accrued interest on payments withheld by UN-WOMEN in connection with a dispute.
1.4 In addition to any rights and remedies available to it, and without prejudice to any other rights or remedies that UN-WOMEN may have under this Contract, UN-WOMEN shall have the Customer Contactright, without prior notice to the Contractor, any such notice being waived by initialing in the Contractor, upon any amounts becoming due and payable hereunder to the Contractor, to set off, against any amount payable by UN-WOMEN under this boxContract, I agree on behalf any payment, indebtedness or other claim owing by the Contractor to UN-WOMEN hereunder or under any other contract or agreement between the Parties. UN-WOMEN shall promptly notify the Contractor of Customer that I have read such set-off and the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand reasons therefore, provided, however, that the project timeline is failure to give such notice shall not affect the validity of such set-off.
1.5 Payments made in accordance with this Article shall constitute a good faith estimate which is dependent on, among other factors, Customercomplete discharge of UN-WOMEN’s ability obligations with respect to meet respective Customer tasks and deadlinesthe relevant invoices or portions thereof.
1.6 The Contractor shall not be entitled to interest on any late payment or any sums payable under this Contract nor any accrued interest on payments withheld by UN-WOMEN in connection with a dispute.
Appears in 2 contracts
Sources: Short Form De Minimis Contract for Services, Short Form De Minimis Contract for Services
Payment Terms. 1. All fees for a) The Client shall pay JBi the initial year Fees in respect of this Order shall be due each phase of the Project as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described detailed in the fee table above) shall be invoiced on Specification, subject to delivery to the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year reasonable satisfaction of the Initial Term, Client of all Deliverables required to be provided by that phase and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced to receiving an invoice from JBi in accordance with the Master Terms or Specification. The Fees shall include any monthly management retainer fee, and any other fees set out in the Specification. The Client shall also reimburse JBi for all expenses incurred in relation to the Project as expressly set out in the Specification, provided the same are accompanied by reasonable documentation evidence and copy invoices.
b) Unless agreed and detailed in the Specification, all Fees and expenses payable under this Order and Agreement shall be due invoiced and payable upon receipt of invoicepaid in pounds sterling.
2. Unless c) The Client will pay JBi’s invoices for the Fee within 30 (thirty) calendar days or otherwise specified as detailed in the Special Provisions aboveSpecification.
d) If the Client requests that the Services will be provided outside of the Territory, this Order Form or that JBi provides services that are outside of the scope of the Services set out in the Specification (by way of example only, where there is a material amendment to the Specification), JBi may charge further fees for any such additional work. Any such additional fee shall be renewed automatically for successive periods subject to the Client’s prior Written Approval.
a) JBi will invoice the Client in respect of (5) years (each a “Renewal Term”) after third party costs which have been given Written Approval and which are incurred by JBi in performing the expiration Services, and the Client shall pay JBi’s invoices in respect of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Clientsuch costs immediately upon presentation, with a written notice 15% handling fee. For the purposes of clarity JBi will not levy a handling fee on 3rd party expenses paid directly by the Client. JBi shall not pay any third party supplier costs until it has first received payment from the Client in respect of the same. The Client acknowledges that it shall be liable for any interest, penalties, charges, delay or other losses incurred as a result of any failure to pay the third party supplier costs when due, so long as JBi provides the Client with third party supplier costs within reasonable timescales.
b) Unless expressly stated otherwise in the Specification, the Client shall reimburse to JBi all travelling, accommodation and subsistence expenses reasonably incurred by JBi personnel and personnel of JBi’s suppliers which are incurred in providing the Services, subject to prior approval by the Client.
c) The cost to JBi of materials or services purchased overseas for the Deliverables may be more or less than the cost anticipated at the date when JBi ordered the relevant materials or services (or obtained the Client’s Written Approval for such costs), as a result of fluctuations in the rate of currency exchange. If so, JBi will charge the Client at the rate of currency exchange in operation on the date JBi pays for the relevant materials or services, which shall be deemed to be the closing mid-point rate in London for that day as subsequently quoted in the next published edition of The Financial Times.
d) Each party shall pay all monies which are payable by it to the contrary ninety (90other without any right of set-off, abatement or withholding in respect of monies which are due to it or alleged to be due to it from the other party, except any withholding which may be required by law in relation to any tax, in which case the Client:
i) days prior shall ensure that the Fees payable to JBi are grossed up so that the withholding does not reduce the Fees payable to JBi;
ii) shall account in full for the tax to the end relevant taxation or other competent authority on or before its due date;
iii) shall furnish to JBi on or before such due date an official receipt of the Initial Term relevant taxation or Renewal Term, as applicableother competent authority for the tax.
3. Unless otherwise specifiede) Where a surcharge is levied by a supplier against JBi due to late payment and this results from late payment by the Client, all dollars ($) are United States currencythe Client shall immediately reimburse to JBi the amount of such surcharge, together with any accrued interest charged by the supplier in respect of the overdue amount.
4. Sales/VAT Tax: If applicablea) All fees are exclusive of VAT, unless expressly stated otherwise, at the rate prevailing from time to time.
b) The Client will be liable to pay interest on any overdue amount at the annual rate stipulated by the Late Payment of Commercial Debts (Interest) Act 1998, which interest shall accrue on a copy daily basis from the date payment becomes due until the date that JBi has received payment of Customer’s Sales/VAT Tax Direct Pay Certificate the overdue amount together with all accrued interest.
c) JBi may suspend Services where the Client is overdue in paying the Fees or its Sales/VAT Tax Exemption Certificate must other costs set out in this Agreement, and shall not be returned with this Order Form. Otherwise, Finalsite will invoice Customer liable for applicable sales, use and other transactional taxes due in connection with any delay caused to the Services or the fees due thereforas a result of such suspension.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 2 contracts
Sources: Digital Services Agreement, Digital Services Agreement
Payment Terms. 1(a) Unless otherwise specified in Exhibit A, Provider (or its applicable Affiliate in accordance with this Section 3.3) shall invoice Recipient for the Service Fee for each of the Services provided, plus the Cost-Plus Charge, and, if applicable, any Service Costs, Set-Up Costs, Service Exit Costs or Early Termination Costs incurred and required to be paid hereunder on a monthly basis in arrears by the 20th day of the month (or where the 20th day of the month is not a Business Day, by the last Business Day preceding the 20th of the month) following the month in which the applicable Services were provided or the applicable Service Costs, Set-Up Costs, Service Exit Costs or Early Termination Costs were incurred (provided that to the extent any such costs are incurred in a month and not reflected in such initial invoice applicable to such month, such costs may be reflected in a subsequent invoice issued with respect to the next three (3) calendar months following the date of such initial invoice or, with Recipient’s consent (not to be unreasonably withheld, conditioned, or delayed), in a subsequent invoice; provided, further, that in no event shall Recipient be required to pay any such costs invoiced more than eighteen (18) months after such costs were incurred or twelve (12) months following the expiration of the Term). Recipient shall pay Provider (or such applicable Affiliate) all amounts due (other than amounts permitted to be withheld in accordance with this Section 3.3(a)) on or prior to the last day of the calendar month following the month in which Recipient receives the applicable invoice. All fees for the initial year of this Order such invoices shall be due in substantially the form set forth in the Operating Manual or such form as followsotherwise agreed between the Parties, and shall be delivered to Recipient (or its applicable Affiliate) at the address designated by Recipient (or its applicable Affiliate) by written notice to Provider. Any correspondence or payments concerning such invoices shall be made to Provider (or its applicable Affiliate) at the address designated by Provider (or its applicable Affiliate) by written notice to Recipient. Any Dispute regarding invoiced amounts shall be resolved in accordance with Article VIII; provided that Recipient (x) may withhold payment on any invoice to the extent it is disputing in good faith, pending resolution of such Dispute, an amount in such invoice that (i) represents more than [***] of the amount set forth on the applicable invoice, or (ii) represents [***] or less of the amount set forth on the applicable invoice if the cumulative aggregate outstanding amount of such disputed amounts referred to in this sub Section (ii) exceeds [***]), and (y) shall pay the full invoiced amount pending resolution of its Dispute of an invoiced amount that is less than the amount required in sub Section (x). Notwithstanding anything to the contrary in this Agreement, Provider may at any time withdraw an invoice for which Recipient is or has been withholding payment in accordance with sub Section (x) and submit a replacement invoice to ensure Recipient’s payment of all undisputed amounts without undue delay. There shall be no right of set-off or counterclaim with respect to any claim, debt or obligation against payments to Provider or any Provider Affiliate under this Agreement.
(b) Notwithstanding anything to the contrary in this Agreement, in addition to anything required by applicable Laws:
(i) Set Up fees with respect to all Services provided by U.S. Provider or a U.S. Affiliate of U.S. Provider to U.S. Recipient or any other U.S. Affiliate of Recipient, U.S. Provider shall be issue all invoices to U.S. Recipient in USD and U.S. Recipient shall make all such invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; payments to U.S. Provider in USD;
(ii) fees for Year 1 with respect to all Services provided by U.S. Provider or a U.S. Affiliate of Provider to Recipient (described or Recipient on behalf of a Non-U.S. Affiliate of Recipient), U.S. Provider shall issue all invoices to Recipient in USD (unlesss otherwise agreed by the fee table parties) and Recipient shall make all such invoiced payments to U.S. Provider in USD (unlesss otherwise agreed by the parties);
(iii) with respect to all Services provided by Provider or any other Non-U.S. Affiliate of Provider to U.S. Recipient or any other U.S. Affiliate of Recipient, Provider shall issue all invoices to U.S. Recipient and U.S. Recipient shall make all such invoiced payments to Provider; and
(iv) with respect to all Services provided by Provider or any other Non-U.S. Affiliate of Provider to Recipient (or Recipient on behalf of Recipient or a Non-U.S. Affiliate of Recipient), Provider shall issue all invoices to Recipient and Recipient shall make all such invoiced payments to Provider; provided, that, notwithstanding sub Sections (i) through (iv) above, any Affiliate of Provider that is providing any (or part of any) Services in accordance with an LCA under Section 10.17 shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is laterissue all invoices for, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Termreceive all payments with respect to, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, such issued invoices shall be provided to, and all such invoiced payments shall be made by, the applicable Affiliate of Recipient that is party to such LCA; provided, further, that all invoicing and payment obligations set forth in sub Sections (i) through (iv) above shall be made in accordance with Section 3.3(a) as if the Master Terms applicable Affiliates of Provider and Recipient, respectively, that are referenced in this Section 3.3(b) were referenced in Section 3.3(a) in place of Provider and Recipient, as the context requires.
(c) Unless expressly stated otherwise in this Agreement or an LCA, all invoices and payments under this Order and Agreement shall be due and payable upon receipt in pounds sterling. For the purposes of invoice.
2. Unless otherwise specified converting any amounts into pounds sterling, such amounts shall be converted from the functional currency used in the Special Provisions aboveLCA to pounds sterling using the GSK Group consolidation system (BISON) cumulative average exchange rate for any payments invoiced by Provider, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master TermsHaleon Group consolidation system cumulative average exchange rate (or such other external exchange rate as used by the Haleon Group) for any payments invoiced by Recipient. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As The Parties shall apply such exchange rate in the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesmonth where such cost was incurred.
Appears in 2 contracts
Sources: Transition Services Agreement (Haleon PLC), Transition Services Agreement (Haleon PLC)
Payment Terms. 1. All fees for the initial year of this Order (a) The Principal Amount shall be due paid by Borrower to Lender together with interest at the Applicable Interest Rate, subject to the provisions of Section 2.5 hereof, as follows:
(i) Set Up fees If this Agreement is dated as of a date other than the first (1st) day of a calendar month, a payment shall be invoiced due from Borrower to Lender on the Effective Closing Date on account of this Order all interest, at the Applicable Interest Rate, scheduled to accrue on the Principal Amount from and after the Closing Date through and including the last day of the current Accrual Period.
(ii) On each Monthly Payment Date, Borrower shall make a payment to Lender in the amount of the Monthly Debt Service Payment Amount. Each payment shall be applied first to interest accrued during the Accrual Period immediately preceding the Monthly Payment Date and then to the Principal Amount. The noninterest only portion of Monthly Debt Service Payment Amount required hereunder is based upon a thirty (30) year amortization schedule.
(iii) The remaining balance of the Principal Amount, all accrued interest, and all other portions of the Obligations remaining unpaid on the Scheduled Maturity Date shall be due and payable upon receipt on the Scheduled Maturity Date (unless accelerated by Lender or prepaid in accordance with the provisions of invoice; (ii) fees for Year 1 (Section 2.6 hereof, in which case the aforesaid sums described in the fee table abovethis clause (iii) shall be invoiced payable on the Effective Maturity Date of this Order or the first day of Year 1Prepayment Date, whichever is later, and as applicable).
(iv) Interest on the Principal Amount (whether at the Applicable Interest Rate or the Default Rate) shall be calculated on the basis of a three hundred sixty (360) day year, based on twelve (12) thirty (30) day months.
(b) All payments, whether of principal, interest or otherwise, due hereunder and payable upon receipt of invoice; (iii) fees for each subsequent Year under any of the Initial Term, and for each Renewal Term, Loan Documents shall be invoiced paid by wire transfer of immediately available federal funds to the following account of ▇▇▇▇▇▇, unless otherwise directed by ▇▇▇▇▇▇ in writing: 156506983 ABA Number: 026 009 593 Bank Name: Bank of America, NA Beneficiary Account: 385015997014 Beneficiary Name ▇▇ ▇▇▇▇▇▇ Investment Management Inc AAF Insurance Strategy Funding XXVIII LLC Reference: Project Lightyear JP121960 Any wire transfer received by Lender after 2:00 p.m. New York City time shall be deemed received on the commencement next succeeding Business Day.
(c) Unless payments are made in the required amount in immediately available funds at the place where the Note is payable, remittances in payment of such Year all or Renewal Term any part of the Obligations shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by Lender in funds immediately available at the place where the Note is payable (or any other place as applicableLender, in ▇▇▇▇▇▇’s sole discretion, may have established by delivery of written notice thereof to Borrower) and shall be due made and payable upon receipt of invoice. Fees accepted subject to the condition that any check or draft may be handled for any other Services, and for reimbursable expenses, shall be invoiced collection in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration practice of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, collecting bank or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablebanks.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 2 contracts
Sources: Loan Agreement (Wheeler Real Estate Investment Trust, Inc.), Loan Agreement (Wheeler Real Estate Investment Trust, Inc.)
Payment Terms. 1Owner shall make payment in accordance with Exhibit B and this Section 8. All fees Delta-T shall submit Applications for Payment in the form set forth at Exhibit B. Owner shall, through Owner's Representative, sign the Certificate for Payment set forth on the Application for Payment for the initial year full payment applied for, unless it believes that all or any part of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on such amount is not then due. If Owner believes all or part of the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described amount requested in the fee table above) Application for Payment is not then due, Owner shall amend the Certificate for Payment contained therein by indicating the amount, if any, that it believes to be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is laterdue, and shall be due sign the certificate as amended and payable upon deliver the certificate, together with written notice of Owner's reasons for certifying less than the whole amount of applied for. Owner or Owner's construction lender shall wire transfer, in immediately available funds, all amounts for which it has issued certificates, within the time set forth in Exhibit B, and if no time is indicated thereon, within thirty (30) days of the date of its receipt of invoice; (iii) fees the Application for each subsequent Year Payment, to a bank account to be selected by Delta-T, at its sole discretion. Owner's payment shall constitute a Certificate for Payment if the Certificate for Payment form is not executed by Owner. If Owner does not certify payment in the amount of the Initial TermApplication, and Delta-T and Owner cannot agree on a revised amount within fifteen (15) days of the date of the Certificate for each Renewal TermPayment for less than the full amount, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees then either Party may request a demand for any other Services, and for reimbursable expenses, shall be invoiced arbitration in accordance with Section 18. In any case, when the Master Terms reasons stated by Owner for withholding payment of any amount for which an application has been made are removed, in whole or in part, Owner shall immediately issue a Certificate for Payment for the amount withheld and make payment, via wire transfer as described in this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions aboveSection 8.2, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableamount so certified. .
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 2 contracts
Sources: Engineering, Procurement and Construction Services Fixed Price Contract (Nedak Ethanol, LLC), Engineering, Procurement and Construction Services Contract (Nedak Ethanol, LLC)
Payment Terms. 1(a) Any Service Fees payable pursuant to Section 3.01 shall be paid by JS Global to SharkNinja within forty-five (45) days after receipt of a written invoice from SharkNinja at the end of each quarter of the calendar year. SharkNinja or its designated Affiliate shall submit such invoice to JS Global or its designated Affiliate within twenty (20) days after the end of each such quarter, which sets forth the details of the calculation of the Service Fees to be paid by JS Global for such quarter. All fees for the initial year of this Order Service Fees shall be calculated and paid in U.S. dollars (or, if necessary for legal or tax concerns, other reasonable currency mutually agreed upon by the Parties in writing) in immediately available funds to a bank account designated by SharkNinja in writing to JS Global. For purposes of determining the Service Fees due and payable in U.S. dollars, the exchange rate shall be determined at the date on which such amount is remitted by JS Global, as follows:reported by the Wall Street Journal (or similar or successor publication if the Wall Street Journal is no longer published).
(b) If JS Global fails to make a Service Fee payment when due, JS Global shall be required to pay, in addition to any such unpaid amounts, interest on such amounts at (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; Prime Rate, plus two hundred (200) basis points, or (ii) fees if lower, the highest rate of interest permitted by applicable Law at such time, in each case compounded monthly from, and including, the relevant due date through the actual date of payment.
(c) Except as set forth in Section 3.04, JS Global shall make all Service Fee payments to SharkNinja without set-off, deduction, recoupment or withholding of any kind for Year 1 Service Fees or other amounts owed or payable by SharkNinja or its Affiliates to JS Global or its Affiliates, whether under this Agreement or any other Ancillary Agreement, applicable Law or otherwise.
(described in d) All amounts treated for the fee table above) purposes of any VAT as consideration for a supply made pursuant to this Agreement shall be invoiced on exclusive of applicable VAT. Where SharkNinja is required to account for any VAT to a relevant Tax authority, JS Global shall, subject to the Effective Date receipt of this Order or the first day of Year 1a valid VAT invoice, whichever is laterpay to SharkNinja (in addition to, and shall be due and payable upon receipt of invoice; (iiiat the same time as, the consideration) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement amount of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceVAT.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 2 contracts
Sources: Product Development Agreement (SharkNinja, Inc.), Product Development Agreement (SharkNinja, Inc.)
Payment Terms. 1(a) Any amounts payable pursuant to Section 5.1 or Section 5.2 (collectively, “Royalty Payments”) shall be paid by the applicable Party (the “Payor”) to the other Party (the “Payee”) within forty-five (45) days after the end of each quarter of the calendar year. The Payor shall submit a royalty report to the Payee within twenty (20) days after the end of each such quarter, which sets forth the details of the calculation of the Royalty Payments to be paid by such Payor for such quarter, including identification of the quantities of each Licensed Product sold in each country in the JSG Territory. All fees for the initial year of this Order Royalty Payments shall be paid in U.S. dollars (or, if necessary for legal or tax concerns, other reasonable currency mutually agreed upon by the Parties in writing) in immediately available funds to a bank account designated by the Payee in writing to the Payor. For purposes of determining the Royalty Payments due and payable in U.S. dollars, the exchange rate shall be determined at the date on which such amount is remitted by the Payor, as follows:reported by the Wall Street Journal (or similar or successor publication if the Wall Street Journal is no longer published).
(b) If a Payor fails to make a Royalty Payment when due, such Payor shall be required to pay, in addition to any such unpaid amounts, interest on such amounts at (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; Prime Rate, plus two hundred (200) basis points, or (ii) fees if lower, the highest rate of interest permitted by applicable Law at such time, in each case compounded monthly from, and including, the relevant due date through the actual date of payment.
(c) Except as set forth in Section 5.5, the Payor shall make all Royalty Payments to the Payee without set-off, deduction, recoupment or withholding of any kind for Year 1 Royalty Payments or other amounts owed or payable by the Payee or its Affiliates to the Payor or its Affiliates, whether under this Agreement or any other Ancillary Agreement, applicable Law or otherwise.
(described in d) All amounts treated for the fee table above) purposes of any VAT as consideration for a supply made pursuant to this Agreement shall be invoiced on exclusive of applicable VAT. Where Licensor is required to account for any VAT to a relevant Tax authority, Licensee shall, subject to the Effective Date receipt of this Order or the first day of Year 1a valid VAT invoice, whichever is laterpay to Licensor (in addition to, and shall be due and payable upon receipt of invoice; (iiiat the same time as, the consideration) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement amount of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceVAT.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 2 contracts
Sources: Brand License Agreement (SharkNinja, Inc.), Brand License Agreement (SharkNinja, Inc.)
Payment Terms. 1. All fees Unless otherwise mutually agreed by the parties, all orders for the initial year of this Order shall be due as follows:
(i) Set Up fees Products shall be invoiced by Supplier on the Effective Date of this Order and date shipped. Cardinal shall be due and payable upon receipt of invoice; (ii) fees pay Supplier’s invoices for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced Products in accordance with the Master Terms due dates specified therein, provided that such payment terms shall [***]. In the event that a due date fall son a Saturday, Sunday or this Order a federal holiday, Cardinal may make payment on the next business day and shall still be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice entitled to the contrary ninety cash discount. Notwithstanding the foregoing, Cardinal shall not be required to remit payment to Supplier during any period of time in which Supplier carries a commercially unreasonable debt balance with Cardinal (90i.e., the total undisputed amount Supplier owes to Cardinal as the result of chargebacks, product returns or any other transaction involving the Products exceeds the undisputed amounts Cardinal owes to Supplier for invoiced Product purchases). Releasing payment for delivery to Supplier, whether through electronic means or the mail, constitutes making payment. If Supplier establishes so-called “credit limits” for Cardinal’s purchases, Supplier shall (a) promptly following the establishment of such limits and in any event not less than ten (10) business days prior to the end cutting back orders or otherwise acting upon such limits, give Cardinal notice of the Initial Term or Renewal Termestablishment of such limits, and (b) consult in good faith with Cardinal as applicable.
3. Unless otherwise specifiedto the appropriateness of such limits in light of Cardinal’s overall creditworthiness, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicablesales growth rate, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes relevant factors. If Cardinal notifies Supplier that Supplier is carrying a debt balance, Supplier shall remit payments for such amounts to Cardinal by check or wire transfer until such time that Cardinal notifies Supplier that the debt balance has been eliminated; provided, however, that prior to requesting payment, Cardinal and Supplier will work together to eliminate the Debt Balance through other means, including but not limited to, purchasing additional inventory, in order to eliminate and/or reduce the negative financial impact to Supplier. Supplier shall, promptly following Cardinal’s requests made from time to time during the term of this Agreement, provide Cardinal with Supplier’s most recent year-end consolidated financial statements and quarterly year-to-date updates to such financial statements. Cardinal retains the right to withhold payments, setoff amounts owed to Supplier against amounts owed to Cardinal, request a chargeback advance and/or cease its purchase relationship with Supplier based upon (a) Cardinal not receiving payment for amounts owed to it under this Agreement, or (b) Other credit considerations deemed relevant by Cardinal. With respect to Cardinal’s right of set-oft Cardinal and its affiliates, parent or related entities, collectively or individually, may exercise a right of set-off against any and all amounts due Supplier, without in connection any way limiting its rights under law or in equity. For purposes of this provision, Cardinal, its affiliates, parent and related entities dial be deemed to be a single creditor. *** Certain information on this page has been omitted and filed separately with the Services or the fees due therefor.
5Commission. Except as otherwise specified in this Order, fees are subject to increase in accordance Confidential treatment has been requested with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree respect to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesomitted portions.
Appears in 2 contracts
Sources: Wholesale Purchase Agreement, Wholesale Purchase Agreement (Zogenix, Inc.)
Payment Terms. 1. All fees for In respect of the initial year Services supplied to USP in terms of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on Agreement from time to time, USP undertakes to pay to the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in Service Provider the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced service charges calculated in accordance with the Master Terms or this Order and shall be due and payable upon agreed charges within thirty (30) days of receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate an accurate invoice which must be returned with this Order Form. Otherwiseaccompanied by the required monthly report, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing template provided in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite agreement as well as any accompanying call out reports undertaken in that month. All fees, charges and disbursements are quoted inclusive of VAT. The Service Provider shall within 7 days of the month, in which the Services were rendered, issue USP with an invoice for Customer’s project teamthe relevant month, which is accurate and contains all relevant information as required by law. I understand All invoices shall be accompanied by a service report, signed off by the USP Representative, detailing the Services that were rendered. All payments in terms of or arising out of this Agreement shall be made free of administration costs, bank exchange, commission or any other deduction to the project timeline is a Party thereto; and in accordance to Clause 8.7, neither Party shall have the right to defer, adjust or withhold any payment due to the other in terms of or arising out of this Agreement or to obtain deferment of judgment for such amounts or any execution of such judgment by reason of any set-off or counterclaim of whatsoever nature or howsoever arising. USP will on written request reimburse the Service Provider for special or unusual expenses incurred at the USPs specific request and approved in terms of its internal procurement policy. USP may withhold payment of fees, charges and disbursements that USP disputes in good faith estimate which or, if the disputed fees have already been paid, USP may withhold an equal amount from a later payment, including disputes in respect of an error on an invoice or an amount paid. USP shall within five (5) working days of receipt of the invoice notify the Service Provider in writing that it is dependent on, among other factors, Customer’s ability to meet respective Customer tasks disputing such amount providing a reasonable explanation of the rationale therefore; and deadlinesthe Parties shall promptly first address such dispute in accordance with this Clause.
Appears in 2 contracts
Payment Terms. 1. All fees for the initial year of this Order shall be due as follows:
Payment (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless U.S. dollars unless otherwise specified in the Special Provisions aboveAward Letter) is due within ten (10) days after the receipt of invoice or receipt of the shipping documents associated with the Products within a shipment specified in the P.O., this Order Form whichever is later (“Payment Due Date”), unless Sun notifies Supplier prior to the Payment Due Date that such Products are defective or nonconforming in any manner. Sun shall not be renewed automatically required to pay the disputed portion of any invoice, pending resolution of that dispute; provided, however that notice of the dispute has been forwarded to Supplier prior to the Payment Due Date. Payment of an invoice does not constitute acceptance of Products. Upon prior notification (which notification will include information as to the nature of the adjustment) to Supplier and Supplier’s agreement which shall not be unreasonably withheld, invoices will be subject to adjustment for successive periods of errors, shortages and/or rejected Products. If Supplier fails to respond to Sun’s notification within five (5) years days, such notification and Sun’s adjustment shall be deemed to have been accepted by Supplier. Supplier will provide Sun with a credit memo within thirty (each a “Renewal Term”30) days after the expiration Sun’s return of the Initial Term Products (“Credit Payment Due Date”). Upon prior notification to Supplier and Supplier’s agreement which shall not be unreasonably withheld, the amount of all good faith claims for monies due to Sun by Supplier relating to Products may be deducted by Sun from Supplier’s outstanding invoices under this Agreement. However, Supplier shal not be required to pay a disputed portion of any subsequent Renewal Termclaim, unless Client provides AITpending resolution of that dispute; provided, or AIT provides Client, with a written notice however that Notice of the dispute has been forwarded to the contrary ninety (90) days Sun prior to the end of Credit Payment Due Date. The information on Supplier’s invoices shall include the Initial Term or Renewal Termfollowing: P.O. number, as Sun part number(s), quantities, unit value and settlement currency, and freight charges (if applicable.
3), each stated separately. Unless otherwise specifiedWith respect to all U.S. imports, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customerthe information provided on Supplier’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree shall conform to the terms requirements of all federal laws and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesregulations.
Appears in 2 contracts
Sources: Master External Manufacturing Agreement, Master External Manufacturing Agreement (Synnex Corp)
Payment Terms. 116.1 Supplier shall render invoices to Sycamore for all Products provided and Services performed under this Agreement [ * ] of Products to Sycamore or its customer, or Sycamore’s acceptance of Non-Recurring Manufacturing Services, as applicable. All fees for Supplier shall send invoices to Sycamore Networks, Inc., Attention: Accounts Payable, at the initial year address specified on Sycamore’s Purchase Order.
16.2 Sycamore shall pay Supplier [ * ] Days [ * ] from date of this Order accurate invoice. Sycamore shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date entitled to a [ * ] from date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of an accurate invoice. Fees for any other Services, and for reimbursable expenses, Supplier shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt pay Sycamore [ * ] Days [ * ] from date of accurate invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form 16.3 Supplier’s Invoices shall be renewed automatically in writing and shall contain at least the following information: • Sycamore’s Purchase Order Number, • Sycamore’s Part Number and Revision Level, • Quantity of Products or Services, • Unit Price of Products or Services, • Extended Price, • F.O.B. point • Delivery location • Applicable freight and insurance charges reflected as separate line items • Date of invoice and date of shipment All amounts due are payable to Supplier at its address specified herein or at such other place as Supplier may hereafter designate in writing to Sycamore.
16.4 [ * ] shall pay for successive periods of (5) years (each a “Renewal Term”) after those taxes imposed by any jurisdiction where Supplier assembles, tests, inspects, packages and/or manufactures Sycamore’s goods and which are directly imposed upon the expiration of the Initial Term goods or services provided by Supplier to Sycamore before title passes to Sycamore. [ * ] will be solely responsible for and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Termwill pay [ * ], as applicablethe case may be) for all taxes, including sales taxes (if the item is not for resale), value-added taxes, duties or other governmental or regulatory charges in any country, resulting from the transfer from Supplier to Sycamore of title to Products, except for any income, corporate or other related taxes based upon [ * ] income or property for which [ * ] is directly liable.
3. Unless otherwise specified, all dollars ($) are United States currency16.5 Supplier accepts the credit liability of any Purchase Order once it is accepted and cannot request Sycamore to pay down any credit amount after such acceptance.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 2 contracts
Sources: Manufacturing Services Agreement (Sycamore Networks Inc), Manufacturing Services Agreement (Sycamore Networks Inc)
Payment Terms. 1Unless otherwise stated in an Ordering Document, Customer shall pay all Subscription fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) within thirty (30) days of Customer’s receipt of NEOED’s invoice. All fees for the initial year of this Order shall be due as follows:
(i) Set Up fees Fees shall be invoiced annually in advance and in a single invoice for each Term. Invoices shall be delivered to the stated “Bill To” party on the Effective Date Ordering Document. Unless explicitly provided otherwise, once placed the Ordering Document is non-cancellable and sums paid nonrefundable. Subscription Fees are based upon the Customer’s employee count. Customer shall not exceed the employee amount its Subscription Fees are based off of this Order unless applicable supplemental Subscription Fees are paid. The Term for the Services is a continuous and shall be due and payable upon receipt non-divisible commitment for the full duration regardless of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date any invoice schedule. The purchase of this Order or the first day of Year 1, whichever any Service is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service. If Customer issues a purchase order, and for reimbursable expenses, then it shall be invoiced in accordance with for the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified full amount set forth in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, applicable NEOED invoice or AIT provides Client, Ordering Document. Failure to provide NEOED with a written notice to the contrary ninety (90) days prior to the end corresponding purchase order shall not relieve Customer of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5payment obligations. Except as otherwise specified specifically stated in the Ordering Document, NEOED may change the charges for the Services with effect from the start of each Renewal Term by giving Customer at least thirty (30) day notice prior to commencement of a Renewal Term. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this OrderAgreement, fees are subject to increase in accordance except those taxes imposed or based on NEOED’s net income or those exempt by applicable state law. Customer shall provide NEOED with the applicable provisions a certificate or other evidence of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions such exemption with ten (10) days of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for CustomerNEOED’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesrequest therefor.
Appears in 2 contracts
Payment Terms. 1. 11.1 All fees for the initial year of invoices due under this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and Agreement shall be due and payable upon receipt *** from the date of invoice; (ii) , subject to continuing credit approval by Fine Pitch and provision of current financial statements within *** following the end of each calendar month. * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
11.2 Undisputed invoices that are not paid in full by the due date accrue interest at the rate of *** per month until paid in full.
11.3 Currency will be in U.S. Dollars unless specifically negotiated and reflected in an addendum to this Agreement.
11.4 Prices are exclusive of all Taxes, duties, customs or similar charges and are subject to an increase equal in amount to any charge Fine Pitch may be required to collect or pay upon shipment of the Product. Prices are inclusive of all other charges including any charges for labeling, packaging and crating, any finishing or inspecting fees for Year 1 (described in the fee table above) which would include QA/QC/OOBA), but exclude freight charges which shall be invoiced a separate line item on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified 11.5 Until the purchase price and all other charges payable to Fine Pitch have been received in full, Fine Pitch retains, and Customer grants to Fine Pitch, a security interest in the Special Provisions aboveProducts delivered to and in the possession of Customer, this Order Form or any proceeds from the sale of Products delivered to Customer and thereafter sold.
11.6 If Customer fails to make timely payments on the terms set forth herein, satisfy credit requirements, or provide financial information as required herein, it shall be renewed automatically for successive periods deemed a material breach of (5) years (each a “Renewal Term”) after this Agreement. In this event, Fine Pitch may, in addition to any other rights and remedies provided at law or in equity, suspend its performance under the expiration Agreement and withhold shipment of Products, refuse to accept further orders, change credit and payment terms, request other assurances and/or take any other action that Fine Pitch, in its sole discretion, deems appropriate. In the Initial Term event Customer does not cure the material breach within *** or make alternative arrangements satisfactory to Fine Pitch, Fine Pitch may terminate this Agreement and exercise any subsequent Renewal Term, unless Client provides AIT, and all rights and remedies provided at law or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term in equity or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.Agreement
Appears in 2 contracts
Sources: Manufacturing Services Agreement, Manufacturing Services Agreement (Data Domain, Inc.)
Payment Terms. 1. All fees for (a) After receipt of a notice of the initial year achievement of this Order a Milestone, Licensor shall submit an Invoice to Novartis with respect to the corresponding Milestone Payment, provided that no such Invoice shall be due as follows:
(i) Set Up fees shall be invoiced on submitted prior to the Effective Date of this Order and Date. Novartis shall be due and payable upon make the Milestone Payment within [***] after receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2(b) Within [***] after each Calendar Quarter during the Term following the First Commercial Sale of a Product, Novartis will provide to Licensor a Sales & Royalty Report. Licensor shall submit an Invoice to Novartis with respect to the royalty amount owed for such Calendar Quarter. Novartis shall pay such royalty amount within [***] after receipt of the Invoice.
(c) Each Party (the “Payee”) shall provide to the other Party (the “Payor”) an Invoice for all amounts due to it under this Agreement. Unless otherwise specified noted, payments on such Invoices shall be made to the Payee within [***] of the Payor’s receipt of the applicable Invoice.
(d) All payments from Novartis to Licensor shall be made by wire transfer in USD to the credit of such bank account as may be designated by Licensor in this Agreement or in writing to Novartis. Any payment which falls due on a date which is not a Business Day in the Special Provisions abovelocation from which the payment will be made may be made on the next succeeding Business Day in such location.
(e) If Payor fails to pay any payment under this Agreement by the date when such payment is due, this Order Form then, without limiting any other right or remedy of Payee, such late payment shall be renewed automatically for successive periods paid together with interest thereon at an annual rate (but with interest accruing on a daily basis) of [***] above the [***] of [***] rate from the date on which such payment was originally due until the date of payment (5) years (each a “Renewal Term”) provided, that, such rate shall not exceed the rate permissible under applicable Law).. Interest shall not accrue on undisputed amounts that were paid after the expiration due date solely as a result of the Initial Term and mistaken Licensor actions (e.g., if a payment is late as a result of Licensor or any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end if its Affiliates providing an incorrect account for receipt of the Initial Term or Renewal Term, as applicablepayment).
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 2 contracts
Sources: License and Collaboration Agreement (Molecular Partners Ag), License and Collaboration Agreement (Molecular Partners Ag)
Payment Terms. 1a. Without limiting LICENSOR's right to terminate this Agreement under Section 15, below, in the event that LICENSEE fails to make timely payments to LICENSOR under this Agreement, LICENSEE shall pay to LICENSOR on demand the amounts due with interest at the rate of one and one-half percent (1.5%) per month from the due date until paid. If this rate exceeds the maximum interest rate allowable by law, then interest shall accrue at the maximum rate allowable by law.
b. All fees for payments required under this Agreement shall be in U.S. Dollars and made payable to the initial year order of "Ambra, Inc."
c. Acceptance by LICENSOR of any payments under this Agreement shall not prevent LICENSOR at any later date within thirty-six (36) months from the date of any payment from disputing the amount owed or from demanding more information from LICENSEE regarding payments finally due, and such acceptance of any payment by LICENSOR shall not constitute a waiver of any breach of any term or provision of this Order Agreement by LICENSEE if any such breach shall have occurred. Payment by LICENSEE of any payments under this Agreement shall not prevent LICENSEE within twelve (12) months from the date of such payment from disputing the amount owed or from demanding from LICENSOR the repayment of any amounts overpaid by LICENSEE; provided, however, that LICENSEE shall be due entitled to reimbursement for any overpayment made by LICENSEE discovered by an audit conducted by LICENSOR of LICENSEE's books and records under Section 8.c. herein, notwithstanding the date of any such audit.
d. LICENSEE acknowledges and agrees that any manner of payment other than that stated herein, or as follows:
(i) Set Up fees required by law, including, without limitation, offsets, payment into an escrow account or to any other third party, shall be invoiced on the Effective Date constitute a material breach of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceAgreement.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Foreign Manufacturing Rights Agreement (Ic Isaacs & Co Inc)
Payment Terms. 1. All fees Seller may invoice Buyer for the initial year of this Order shall be due as follows:
Products upon shipment, and Seller may invoice Buyer for Services upon performance; provided, however, that (i) Set Up fees shall be invoiced on the Effective Date if Buyer requests a delay in shipment of this Order Products, Seller may invoice Buyer for such Products prior to shipment, and shall be due and payable upon receipt of invoice; (ii) fees if Buyer requests a delay in performance of Services, Seller may invoice Buyer for Year 1 (described or such Services prior to performance. Unless provided otherwise in the fee table above) Final Proposal, all payments must be made to Seller in the same currency as the relevant prices. If payment terms are stated in a Final Proposal, the payment terms for Products and Services shall be invoiced on the Effective Date of this Order payment terms stated in the Final Proposal. If payment terms are not stated in a Final Proposal or negotiated supply agreement, the first day of Year 1, whichever is later, payment terms for Products and Services shall be due and payable upon receipt of invoice; net thirty (iii30) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt days after date of invoice. Fees Whether or not payment terms are stated in a final Proposal or negotiated supply agreement, Seller reserves the right, in its sole discretion, to require payment for Products in advance of production, in advance of shipment (e.g., C.I.A.), or upon delivery (e.g., C.O.D.) and to require payment for Services in advance of performance, if and whenever the account of Buyer or any other Services, and for reimbursable expenses, of its affiliated entities with Seller or any of its affiliated entities is not current or Seller feels insecure concerning its receipt of payment. Payments by wire transfer shall be invoiced made in accordance with the Master Terms or this Order and wire transfer instructions set forth in Seller's invoice. Payments by check shall be due and payable upon receipt of invoice.
2. Unless otherwise sent to the payment location specified in the Special Provisions above, this Order Form shall Seller's invoice and otherwise be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase made in accordance with the applicable provisions payment instructions set forth in Seller's invoice. Seller shall not subsequently change banking information without proper notification to Buyer on Seller’s company letterhead provided by mail courier. Any authorized notification of such change in banking information will be made well in advance of the Master Termseffective date and will not be effective if communicated to Buyer solely by email. By signing belowEach shipment of Products shall be considered a separate and independent transaction for which Buyer must make payment. If any amount payable to Seller by Buyer is not paid when due, Finalsite Seller shall be entitled to recover from Buyer all attorneys fees and Customer each agree other costs and expenses it may incur in seeking to collect such past due amount and shall have the terms and conditions right to impose on Buyer a late charge on the past due amount from the date due until paid at the rate of this Order and 2% per month or, if less, the Master Termshighest rate permitted by law. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing Seller may pursue a collection action against Buyer in this box, I agree on behalf any court of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability competent jurisdiction to meet respective Customer tasks and deadlinescollect any past due amount.
Appears in 1 contract
Sources: Terms and Conditions of Sale
Payment Terms. 1(a) The Customer shall pay all amounts due under this Agreement (including any Connection Charges) and contained in an invoice within thirty (30) Days from the date of issuance of the invoice. Unless otherwise agreed, payment shall be in Saudi Riyals via a direct transfer to a bank nominated by the Company.
(b) All fees payments to be made by the Customer to the Company under this Agreement shall be made in immediately available funds, without demand and without counterclaim, deduction (including with respect to taxes) or set-off of any kind.
(c) The Company shall issue an invoice for Water Services on a monthly basis for the initial year of this Order previous month to which the invoice relates. Each invoice shall be due as followscontain the following details:
(i) Set Up fees shall be invoiced on the Effective Date of this Order reference number for the Agreement and shall be due and payable upon receipt of invoice; Customer Number (if available);
(ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, invoice number and shall be due and payable upon receipt of invoice; invoice date;
(iii) fees Customer name, address, VAT number;
(iv) details of Water Services rendered by the Company for each subsequent Year of the Initial Termrelevant month to which the invoice relates to;
(v) the Company’s bank account details;
(vi) the period covered by the invoice; and
(vii) any applicable Taxes (including Zakat, and for each Renewal TermVAT or withholding tax, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and pursuant to Clause 31.
(d) Payments will be made by the Customer in the manner specified under the invoice. The Company shall issue an invoice with the prevailing VAT rate as applicable, wherein such invoice shall be due and payable upon receipt in compliance with Applicable Law at the time of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt issuance of such invoice.
2. Unless otherwise specified in (e) For the Special Provisions aboveavoidance of doubt, this Order Form shall be renewed automatically for successive periods the Tariffs are exclusive of value added tax (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal TermVAT), unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions under Clause 31 of this Order Agreement. The Customer agrees that, should any Applicable Law require that VAT, or any other tax, be imposed, the Company may include such VAT, or other tax, in the relevant invoice (or otherwise charge such VAT, or other tax, to the Customer) and the Master Terms. Signature Name Customer shall pay such VAT or other tax or levies.
(printedf) Title Should payment of any amount due to the Company under this Agreement not have been made within the period pursuant to Clause 30.5(a) above then, the Company has the right to, at its discretion, and without prejudice to any other right:
(printedi) Date Signature Name charge a late payment administrative fee for such unpaid amount at the lower of a rate of [five per cent (printed5%)]6 of the unpaid amount due per month, or the maximum rate permitted by Applicable Law;
(ii) Title terminate this Agreement upon providing thirty (printed30) Date As Days prior written notice to the Customer Contact, by initialing in this box, I agree Customer;
(iii) suspend the delivery of the Connection and/or the supply of the Water Service until such payment default is remedied; and/or
(iv) exercise any other right or remedy it may have under any Applicable Law on behalf account of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinessuch payment default.
Appears in 1 contract
Payment Terms. 1. All fees for the initial year (a) The entire principal amount of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order Debenture, together with all accrued interest and unpaid interest, shall be due and payable upon receipt on June __, 2010 (the “Maturity Date”).
(b) The Company shall pay interest to the Holder on the aggregate then outstanding principal amount of invoice; (ii) fees for Year 1 (described in this Debenture at the fee table above) rate of 8% per annum, which shall be invoiced payable in cash quarterly in arrears commencing March __, 2010, provided, however, upon the occurrence of an Event of Default as set forth in Section 4(a) the Company shall pay interest to the Holder on the Effective Date aggregate principal amount of this Order or Debenture as of the original date of issuance of this Debenture at a rate of 22% per annum and such interest shall be payable in cash monthly, on the first business day of Year 1, whichever is later, each month with any accrued and shall be unpaid interest due and payable upon receipt on the Maturity Date.
(c) All overdue accrued and unpaid principal and interest to be paid hereunder shall entail a late fee at the rate of invoice; 22% per annum (iiior such lower maximum amount of interest permitted to be charged under applicable law) fees for each subsequent Year which will accrue daily, from the date such principal and/or interest is due hereunder through and including the date of the Initial Termpayment.
(d) This Debenture may be prepaid, in full, and for each Renewal Termin cash, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions set forth herein (the “Prepayment”). At least ten (10) business days prior to the Prepayment, the Company shall deliver to the Holder a written notice of this Order its intention to prepay (“Prepayment Notice”). All payments shall be made by the Company, in lawful money of the United States, at the offices of the Company, or such other place as the Holder shall designate by notice to the Company. The Company covenants and agrees that it will honor all conversion requests tendered from the Master Termstime of delivery of the first Notice of Conversion through the date all amounts owing thereon are due and paid in full (including, without limitation, at all times following any Prepayment Notice prior to the Prepayment date)). Signature Name The Company’s determination to exercise a Prepayment shall be applied ratably to all of the holders of the then outstanding Debentures based on their (printedor their predecessor’s) Title (printed) Date Signature Name (printed) Title (printed) Date As initial purchases of Debentures pursuant to the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesPurchase Agreement.
Appears in 1 contract
Payment Terms. 1. All fees for the initial year of this Order shall be due as followsClient agrees:
(i) Set Up to pay AbeTech all fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; reimbursable expenses not later than thirty (ii30) fees for Year 1 days after AbeTech submits its invoice (described which, in the fee table above) shall be invoiced on the Effective Date case of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced accompanied by reasonable and appropriate expense documentation), or such other schedule as may be set forth in accordance with the Master Terms Exhibit A or this Order any applicable SOW or Order, or both (collectively, “Payments”);
(ii) all Payments made by Client are non-refundable, except as otherwise set forth herein, and shall be made without set-off;
(iii) fees listed in Exhibit A or any SOW or Order do not include value-added taxes (VAT), sales taxes, or any other taxes or duties;
(iv) all past due amounts will bear interest at the lesser of one and payable upon receipt one-half percent (1.5%) per month or the highest interest rate allowable under applicable law; and
(v) if any invoiced Payments, taxes or duties, related to this Agreement are more than fifteen (15) days past due for payment, AbeTech, at its sole discretion and not in lieu of invoice.
2any other remedy, may cease providing Goods, Services, and Licenses until such time as Client is once again current in its invoiced Payments, taxes and duties to AbeTech (as reasonably determined by AbeTech). Unless otherwise specified in the Special Provisions aboveFurther, this Order Form shall be renewed automatically Client agrees it is responsible for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term paying all sales, use, VAT, and any subsequent Renewal Termother applicable taxes however designated, unless Client provides AITother than those based on AbeTech’s net income, or AIT provides Clientfor the Goods, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal TermServices, and Licenses provided under this Agreement, as applicable.
3. Unless otherwise specifiedIf Client requests that any such taxes not be included in the invoice, all dollars Client agrees to ($i) are United States currency.
4. Sales/VAT Tax: If applicable, provide a copy of Customer’s Sales/VAT Tax Direct Pay Certificate sales tax exemption letter or its Sales/VAT functional equivalent in a form reasonably acceptable to AbeTech (“Tax Exemption Certificate must be returned with this Order FormLetter”) for the audit files of AbeTech prior to invoicing; or (ii) if such Tax Exemption Letter is not provided prior to invoicing, pay such taxes and file a refund on its own behalf at a later date. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree Notwithstanding anything herein to the terms contrary, Client shall indemnify, defend and conditions of this Order hold AbeTech harmless from and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contactagainst all claims and liability arising from Client’s delay or failure, for any reason, to pay any tax or file any return or information required by law, by initialing in rule or regulation, or by this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability Agreement to meet respective Customer tasks and deadlinesbe paid or filed by Client.
Appears in 1 contract
Payment Terms. 1. (a) All fees for accrued and unpaid fees, expenses, default interest, costs and any other amounts due from the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and Customer shall be due and payable (i) on the date set forth herein or, if no date is set forth herein, upon receipt demand by WFBC, and (ii) on the Final Termination Date. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of invoicetime shall in such case be included in the computation of the fees, expenses, interest, costs and any other amounts due hereunder, as the case may be.
(b) All amounts to be paid by or deposited hereunder will be paid or deposited not later than 1:00 p.m. (Denver, Colorado time) on the day when due in same day funds. All computations of interest and fees shall be calculated for the actual days elapsed based on a 360 day year.
(c) Amounts due to WFBC hereunder shall be remitted to WFBC in United States Dollars.
(d) The Customer shall pay, as a full recourse obligation, all fees, interest, costs and expenses, including all amounts payable under Section 11.07.
(e) The Customer will pay on demand to WFBC interest (before and after default and before and after judgment, with interest on overdue interest at the same rate) on all amounts not paid to or deposited when due hereunder (other than amounts due under Section 3.10(b)) at a rate equal to LIBOR, which interest rate shall change whenever LIBOR changes, plus eight and three quarters of one percent (8.75%) per annum calculated daily.
(f) The Customer will make all payments required to be made by it hereunder without deduction or setoff regardless of any defense or counterclaim.
(g) The Customer acknowledges that (i) WFBC may maintain records of the Purchased Amount, all Purchased Accounts, all proceeds of Collateral and all amounts paid by the Customer to WFBC hereunder, including all fees, interest, costs and expenses; (ii) fees for Year 1 (described in the fee table above) shall such records shall, absent manifest error, be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, conclusive evidence thereof and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year the failure of WFBC to maintain any such records shall not limit or otherwise affect the obligations of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereforrights and remedies of WFBC hereunder or under any Related Document.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Account Purchase Agreement (Corporate Resource Services, Inc.)
Payment Terms. 1. All fees 11.1 Any offer for the initial year of this Order Communication and Filing Services shall be due as followsprovide the Client the option to choose:
(i) Set Up fees shall be invoiced making an initial prepayment and subsequently pay the agreed on fee following completion of the Effective Date Communication and Filing Services (after deduction of this Order the prepayment); or
(ii) making an initial prepayment, followed by monthly additional prepayments and subsequently pay the agreed on fee following completion of the Communication and Filing Services (after deduction of the aggregate of the prepayments).
11.2 In the event Client opts for making additional prepayments in respect of Communication and Filing Services (to be) delivered to such Client (in such manner as referred to in Article 11.1 (ii)), the Client shall be due and payable upon receipt administrative fee of invoice; EUR 2.50 (iiin words: two Euro and fifty cent) fees for Year 1 (described in each monthly payment to be made by the Client. Such administrative fee table above) shall be invoiced and paid on a monthly basis, together with the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Termrelevant prepayment.
11.3 Any administrative fee as referred to in Article 11.2, shall in no event be invoiced on repayable to the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to even if the contrary ninety (90) days Agreement would terminate prior to the end of the Initial Term or Renewal Term, as applicableits intended duration.
3. Unless otherwise specified11.4 In the event Client has opted for making additional prepayments in respect of Communication and Filing Services (to be) delivered to such Client (in such manner as referred to in Article 11.1 (ii)) and a monthly prepayment can not be (automatically) collected by Americans Overseas, all dollars Americans Overseas will amend the payment schedule to a payment schedule as referred to in Article 11.1 ($i) are United States currencyas of the date of the unsuccessful debt collection.
4. Sales/VAT Tax: If applicable11.5 In the event any monthly prepayment as referred to in Article 11.1 (ii) has been made upon an event as referred to in Article 5.5, Americans Overseas shall repay any such monthly prepayment as referred to in Article 11.1 (ii) within a copy term of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereforfourteen (14) days.
5. Except 11.6 The Client shall receive an invoice for any prepayment (to be) made by the Client.
11.7 In the event of a price increase for the Communication and Filing Services, the Client shall in any event have the right to terminate the Agreement within thirty (30) days as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree date on which the price increase was communicated to the terms Client.
11.8 In the event Client has opted for making additional prepayments in respect of Communication and conditions Filing Services (to be) delivered to such Client (in such manner as referred to in Article 11.1 (ii)), the same shall be considered to continue for the duration of this Order and the Master Terms. Signature Name Agreement, unless explicitly instructed otherwise by the Client.
11.9 The Client shall at any point in time have the right to amend its chosen payment schedule as referred to in Article 11.1, whereby it is understood that any such amendment shall come into effect as soon as reasonably possible for Americans Overseas, with a maximum of thirty (printed30) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesdays.
Appears in 1 contract
Sources: General Terms and Conditions
Payment Terms. 1. All fees (a) In consideration for the initial year license granted herein, the Licensee shall pay to the Licensor the License Fee set out in the Basic Terms.
(b) Licensee acknowledges and agrees that timely payment is of the essence of this Order Agreement. Should Licensor not receive any payment due hereunder within fifteen (15) business days of written notice of same being due and payable hereunder, Licensee acknowledges that it will be in material default and Licensor will have the right to terminate this Agreement pursuant to Clause 13(a) below. In addition to and notwithstanding Licensor's right to terminate this agreement, Licensor shall have the right to charge interest on the overdue payment at the rate of the Bank of Ireland's prime lending rate plus two per cent (2%), calculated from the date the overdue payment was due until actually paid.
(c) If any withholding taxes are required by law to be made from any of the sums payable pursuant to this License, the Licensee shall provide the Licensor with all assistance and information as is requested by the Licensor to enable the Licensor to recover or be credited with the withheld tax or to enable the Licensee to avoid or be exempted from (whether in whole or in part) any such withholding tax and this obligation shall include (without limitation and where applicable) providing the Licensor with a completed certificate of deduction or any other appropriate form (or application).
(d) No other deduction, counterclaim or set-off whatsoever can be made from the sums due to the Licensor under this Agreement which sums must be paid in full subject only to the deduction of any applicable withholding tax as specified above. For clarity, Licensee shall bear all the costs of currency conversion and transfer of monies hereunder (including all bank charges, permit fees and transmittal costs) and, except for withholding taxes as set forth in Clause 3(c), all taxes, levies, duties, charges or fees now or hereafter in effect that are or may be imposed or arise from Licensee’s exhibition, possession or use of the Program and/or copies thereof or the grant or exercise of the Licensed Rights hereunder, or imposed on any sums payable to Licensor hereunder.
(e) If by reason of any laws or currency regulations in force within the Territory, Licensee shall be prohibited or restricted from making payment of the License Fee or any part thereof or any other monies payable to Licensor hereunder at the time when the same are due as follows:
and payable to Licensor, Licensee shall immediately advise Licensor in writing. Licensor shall be entitled at its option (having received evidence to its satisfaction of such prohibition or restriction) either (i) Set Up fees shall be invoiced on the Effective Date of by giving notice in writing to Licensee to terminate this Order and shall be due and payable upon receipt of invoice; Agreement forthwith or (ii) fees for Year 1 (described to direct Licensor to deposit the monies due in a bank account in the fee table above) shall Territory to be invoiced on nominated by Licensor or to pay the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of same promptly to such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified person in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, Territory as applicableLicensor may nominate.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: License Agreement
Payment Terms. 1a) Fees and other compensation to be paid for any work will be as agreed in the relevant statement of work. The price for the Services will not include any applicable taxes and expenses. Those Services performed on a time and materials basis will be provided at the prevailing StarFish corporate rates.
b) A deposit shall be required prior to commencement of the Services and will be as agreed in the relevant statement of work. The timeline for the performance of the Services, delivery of any Deliverables and invoicing schedule shall be agreed to as set out in the statement of work. StarFish will invoice ENDRA for all payments.
c) ENDRA will be liable for all taxes, duties and levies (“Taxes”) applicable to the supply of the Services and any Deliverables, other than taxes on StarFish’s income. All fees for the initial year of this Order applicable Taxes shall be due clearly identified as follows:listed as separate line items on each invoice.
(id) Set Up fees Expenses will be invoiced to ENDRA, at the end of each invoice period in which the costs were incurred, plus a m▇▇▇-up of 15% for handling. Invoices shall be invoiced on reasonably detailed such that the Effective Date amount of this Order payments for engineering, design, research, analysis, computer programming and shall data collection activities, collectively, are identifiable. Written approval of parts purchases will be due required from ENDRA prior to StarFish purchasing these parts. StarFish may require an additional deposit to cover all or part of any expenses before the expenses are incurred.
e) Following completion of the Services, late-arriving expense and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall shipping charges will be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year once received. This can vary significantly after completion of the Initial TermServices. ENDRA understands and agrees that a portion of the deposit will be retained until these charges have been paid.
f) Unless otherwise expressly stated, and for each Renewal Termall references to monetary amounts contained in this Agreement, or any in statement of work, purchase orders or invoices issued pursuant to this Agreement, shall be invoiced on deemed to be references to United States dollars.
g) Payment terms for the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt Services are NET 30 days from date of invoice. Fees for Deposits are due as of the date of invoice. Interest of 1.5% per month (19.6% per annum) will be payable to StarFish on any overdue invoices.
h) Without limiting any other Servicesremedies that it may have in contract, at law or in equity, ENDRA acknowledges and agrees that in the event that ENDRA fails to make any payments when due, or is otherwise in material breach of this Agreement, StarFish may at its discretion, and for reimbursable expenseswithout liability, suspend performance of the Services until any outstanding payments have been received. All timelines and associated delivery dates shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoicedeemed to have been adjusted accordingly.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Payment Terms. 1. All fees for the initial year of this Order shall be due as followsClient agrees:
(i) Set Up to pay AbeTech all fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; reimbursable expenses not later than thirty (ii30) fees for Year 1 days after AbeTech submits its invoice (described which, in the fee table above) shall be invoiced on the Effective Date case of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced accompanied by reasonable and appropriate expense documentation), or such other schedule as may be set forth in accordance with the Master Terms Exhibit A or this Order any applicable SOW or Order, or both (collectively, “Payments”);
(ii) all Payments made by Client are non-refundable, except as otherwise set forth herein, and shall be made without set-off;
(iii) fees listed in Exhibit A or any SOW do not include value-added taxes (VAT), sales taxes, or any other taxes or duties;
(iv) all past due amounts will bear interest at the lesser of one and payable upon receipt one-half percent (1.5%) per month or the highest interest rate allowable under applicable law; and
(v) if any invoiced Payments, taxes or duties, related to this Agreement are more than fifteen (15) days past due for payment, AbeTech, at its sole discretion and not in lieu of invoice.
2any other remedy, may cease providing Services until such time as Client is once again current in its invoiced Payments, taxes and duties to AbeTech (as reasonably determined by AbeTech). Unless otherwise specified in the Special Provisions aboveFurther, this Order Form shall be renewed automatically Client agrees it is responsible for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term paying all sales, use, VAT, and any subsequent Renewal Termother applicable taxes however designated, unless Client provides AITother than those based on AbeTech’s net income, or AIT provides Client, with a written notice to for the contrary ninety (90) days prior to the end of the Initial Term or Renewal TermServices provided under this Agreement, as applicable.
3. Unless otherwise specifiedIf Client requests that any such taxes not be included in the invoice, all dollars Client agrees to ($i) are United States currency.
4. Sales/VAT Tax: If applicable, provide a copy of Customer’s Sales/VAT Tax Direct Pay Certificate sales tax exemption letter or its Sales/VAT functional equivalent in a form reasonably acceptable to AbeTech (“Tax Exemption Certificate must be returned with this Order FormLetter”) for the audit files of AbeTech prior to invoicing; or (ii) if such Tax Exemption Letter is not provided prior to invoicing, pay such taxes and file a refund on its own behalf at a later date. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree Notwithstanding anything herein to the terms contrary, Client shall indemnify, defend and conditions of this Order hold AbeTech harmless from and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contactagainst all claims and liability arising from Client’s delay or failure, for any reason, to pay any tax or file any return or information required by law, by initialing in rule or regulation, or by this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability Agreement to meet respective Customer tasks and deadlinesbe paid or filed by Client.
Appears in 1 contract
Sources: Master Services Agreement
Payment Terms. 1. All fees Unless otherwise agreed to by Seller in a purchase order, payment for the initial year of this Order shall goods, parts and/or services will be due as follows:
no later than 30 (ithirty) Set Up fees shall calendar days from the date of invoice. Partial shipments will be invoiced on as they are shipped. Unless otherwise required by local laws, Seller may submit invoices electronically and is not required to provide a hard copy of the Effective Date of this Order and shall invoice. Unless otherwise agreed to by Seller in a purchase order, payments must be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table abovecurrency of the country in which the Seller is based and must be made via electronic fund transfer. Unless otherwise agreed to by Seller, payment by credit card is not permitted. If Seller establishes a payment portal, Buyer shall pay Seller through such portal. Disputes as to invoices must be accompanied by detailed supporting information and are deemed waived 15 (fifteen) shall calendar days following the invoice date. Seller reserves the right to correct any inaccurate invoices. Any corrected invoice must be invoiced on paid by the Effective Date of this Order original invoice payment due date or the first day issuance date of Year 1the corrected invoice, whichever is later. Buyer must pay the undisputed amount of the invoice within the original invoice payment due date. If Buyer is delinquent in its payment obligations to Seller or any of Seller’s affiliates for any undisputed amount regardless of whether under a purchase order or any other contract with Seller or any of Seller’s affiliates, Seller may, at Seller’s sole option and shall until all delinquent amounts and late charges, if any, are paid: (1) be due relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and payable upon receipt of invoicelead-times under any contract; (iii2) fees for each subsequent Year refuse to process any credit to which Buyer may be entitled under any contract; (3) set off any credit or sum owed by Seller or any of Seller’s affiliates to Buyer against any undisputed amount owed by Buyer to Seller or any of Seller’s affiliates including but not limited to amounts owed under any contract or order between the Initial Term, Parties; (4) withhold performance and for each Renewal Term, shall be invoiced on the commencement future shipments to Buyer to which Seller or any of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for Seller’s affiliates is obliged under any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of contract; (5) years declare Buyer’s performance in breach and terminate any purchase order under these terms or any order under any mutually concluded contract with Seller or any of Seller’s affiliates; (each 6) repossess goods for which payment has not been made; (7) deliver future shipments under any contract on a “Renewal Term”) after the expiration cash-with-order or cash-in-advance basis; (8) assess late charges on delinquent amounts at a rate of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof; (9) charge storage or inventory carrying fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.goods;
Appears in 1 contract
Sources: Sales Contracts
Payment Terms. 1In order to use the ACD Online Service, You shall pay the then-standard license or subscription fee(s) (as designated by AIA) for use of the ACD Online Service. All fees Such fee(s) is for the initial year of this Order designated time period, shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is lateradvance, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year non-cancelable once You access or use The ACD Online Service or the designated license period begins following the submission of the Initial Terminformation to establish a registration account with AIA for use of The ACD Online Service. No more than once each calendar year, AIA may increase such fees following the designated license period or the end of the then current calendar year, whichever occurs first. All fees are non-cancelable and do not include any applicable taxes and You shall remain responsible for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due pay all taxes, duties and payable upon receipt levies of invoiceany kind imposed by any governmental entity with respect to the transactions contemplated under the Agreement (exclusive of taxes on AIA’s net income). Fees You shall provide copies of any and all exemption certificates to AIA if You are entitled to any exemption. You shall not offset or reduce any amount owed to AIA. AIA will invoice You for any all standard time and materials rates or such other Services, and for pricing or fees or reimbursable expenses, including, but not limited to, travel and per diem expenses incurred by AIA for any support, training, implementation, or programming work provided at a location outside of AIA’s principal office requested by You. All fees or expenses are in U.S. Dollars ($), and You shall forward the payment of any fees (in U.S. Dollars) to AIA at the address designated by AIA. Unless otherwise indicated by AIA in writing, all invoices that AIA submits to You must be invoiced in accordance with paid within 30 days of the Master Terms or this Order and shall be due and payable upon receipt of AIA’s invoice.
2. All past- due payments will accrue interest at a rate of 1.5% or the highest rate permissible by law, whichever is less, per month on the unpaid balance from the due date until paid in full. AIA also reserves the right to terminate or suspend access to The ACD Online Service if You fail to pay any amounts within 60 days of when due. You shall reimburse AIA for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. Unless otherwise specified in herein, all obligations with respect to the Special Provisions above, this Order Form amounts due to AIA under the Agreement shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the survive any expiration or termination of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableAgreement.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Terms of Service
Payment Terms. 110.3.1 Customer will pay all fees and other charges due under individual Contract Supplements to McKesson in United States dollars, as invoiced by McKesson within thirty-five (35) days after date of invoice to the Facility designated in writing by Customer. All fees Such invoices may also include, as applicable, packing, delivery and insurance charges incurred by McKesson or its suppliers in connection with delivering the Software and Equipment to Customer. Customer will also reimburse McKesson, within thirty-five (35) days after date of invoice, for all reasonable out-of-pocket expenses incurred by McKesson or its suppliers in the initial year course of this Order shall be due providing services, including, but not limited to, travel, accommodations and living expenses in accordance with McKesson’s then-current travel policies; McKesson’s current travel policies as follows:
(i) Set Up fees shall be invoiced on of the Effective Date are set forth in Exhibit 2 hereto. However, if Customer does not pay such fees, charges or expenses when due, then McKesson reserves the right to require reasonable advance payments or credit arrangements through a third party as a condition to providing Software, Equipment or Services, as the case may be, notwithstanding any express obligation to provide them elsewhere in this Agreement. Disputes as to the accuracy of an invoice must be presented in writing to McKesson by Customer within sixty-five (65) days of the date of the invoice, and such disputes will be addressed by the parties in accordance with Section 10.13 of this Order Agreement. Notwithstanding the foregoing, unless otherwise stipulated herein, failure by Customer to make payments to McKesson which are reasonably disputed in writing in accordance with this paragraph and Section 10.13 herein, and for which resolution is promptly commenced, shall be due not constitute a material breach of this Agreement, and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) McKesson shall be invoiced continue to provide services during any such dispute.
10.3.2 McKesson may charge Customer interest on the Effective Date outstanding balance of this Order any overdue fees, charges or expenses at a rate equal to one percent (1%) per month or the first day of Year 1highest rate permitted by applicable law, whichever is laterlower. Notwithstanding the foregoing, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial TermMcKesson will charge said interest only on undisputed invoices, and for each Renewal Termfees, shall be invoiced on the commencement charges or expenses, provided that Customer has provided notice of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced dispute in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order Section 10.3.1 above and the Master Termsdispute is alleged by Customer in good faith. Signature Name Customer will reimburse McKesson for all reasonable costs and expenses incurred (printedincluding reasonable attorneys’ fees) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinescollecting any overdue amounts.
Appears in 1 contract
Payment Terms. 1. All fees for the initial year of this Order 5.3.1 Payment shall be due made in US Dollars, unless otherwise agreed by Subcontractor and Alcatel-Lucent.
5.3.2 Unless otherwise required by the law, Alcatel-Lucent shall make payment of a correct and undisputed invoice ***** from the date of the invoice. In the event that the payment period defined herein exceeds the maximum period permitted by law, the payment period shall be the maximum payment period permitted by law. In order to be valid, invoices must clearly reference the Purchase Order number (and in the case of a Service Order, such additional reference as follows:
the Parties designate in the applicable Project Agreement or SOW) and must (i) Set Up fees shall be invoiced contain the correct legal entity identified on the Effective Date of this Order and shall be due and payable upon receipt of invoice; Purchase Order, (ii) fees for Year 1 (described reflect the currency as stated in the fee table above) shall be invoiced pricing on the Effective Date of this Purchase Order or the first day of Year 1submitted, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees be sent to the correct Alcatel-Lucent address for each subsequent Year payment and (iv) not exceed the amount stated on the Purchase Order or, if applicable, the Service Order. Failure to comply with these requirements will result in the rejection of the Initial Term, invoice by Alcatel-Lucent and for each Renewal Term, shall payment will not be invoiced on the commencement made. Any delay in payment or failure to pay as a result of such Year non-compliance with this section will not subject Alcatel-Lucent to any applicable late payment charges or Renewal Term other penalties. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a THE “Renewal TermCOMMISSION”) after PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 5.3.3 Invoices must be issued subsequent to the expiration date of performance of the Initial Term Services and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end date of signature of the Initial Term or Renewal Term, as applicablerelevant certificate by the Alcatel-Lucent Project Representative.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Payment Terms. 1(a) Unless otherwise specified in Exhibit A, Provider (or its applicable Affiliate in accordance with this Section 3.3) shall invoice Recipient for the Service Fee for each of the Services provided, plus the Cost-Plus Charge, and, if applicable, any Service Costs, Set-Up Costs, Service Exit Costs or Early Termination Costs incurred and required to be paid hereunder on a monthly basis in arrears by the 20th day of the month (or where the 20th day of the month is not a Business Day, by the last Business Day preceding the 20th of the month) following the month in which the applicable Services were provided or the applicable Service Costs, Set-Up Costs, Service Exit Costs or Early Termination Costs were incurred (provided that to the extent any such costs are incurred in a month and not reflected in such initial invoice applicable to such month, such costs may be reflected in a subsequent invoice issued with respect to the next three (3) calendar months following the date of such initial invoice or, with Recipient’s consent (not to be unreasonably withheld, conditioned, or delayed), in a subsequent invoice; provided, further, that in no event shall Recipient be required to pay any such costs invoiced more than eighteen (18) months after such costs were incurred or twelve (12) months following the expiration of the Term). Recipient shall pay Provider (or such applicable Affiliate) all amounts due (other than amounts permitted to be withheld in accordance with this Section 3.3(a)) on or prior to the last day of the calendar month following the month in which Recipient receives the applicable invoice. All fees for the initial year of this Order such invoices shall be due in substantially the form set forth in the Operating Manual or such form as followsotherwise agreed between the Parties, and shall be delivered to Recipient (or its applicable Affiliate) at the address designated by Recipient (or its applicable Affiliate) by written notice to Provider. Any correspondence or payments concerning such invoices shall be made to Provider (or its applicable Affiliate) at the address designated by Provider (or its applicable Affiliate) by written notice to Recipient. Any Dispute regarding invoiced amounts shall be resolved in accordance with Article VIII; provided that Recipient (x) may withhold payment on any invoice to the extent it is disputing in good faith, pending resolution of such Dispute, an amount in such invoice that (i) represents more than [***] of the amount set forth on the applicable invoice, or (ii) represents [***] or less of the amount set forth on the applicable invoice if the cumulative aggregate outstanding amount of such disputed amounts referred to in this sub Section (ii) exceeds [***]), and (y) shall pay the full invoiced amount pending resolution of its Dispute of an invoiced amount that is less than the amount required in sub Section (x). Notwithstanding anything to the contrary in this Agreement, Provider may at any time withdraw an invoice for which Recipient is or has been withholding payment in accordance with sub Section (x) and submit a replacement invoice to ensure Recipient’s payment of all undisputed amounts without undue delay. There shall be no right of set-off or counterclaim with respect to any claim, debt or obligation against payments to Provider or any Provider Affiliate under this Agreement.
(b) Notwithstanding anything to the contrary in this Agreement, in addition to anything required by applicable Laws:
(i) Set Up fees with respect to all Services provided by U.S. Provider or a U.S. Affiliate of U.S. Provider to U.S. Recipient or any other U.S. Affiliate of Recipient, U.S. Provider shall be issue all invoices to U.S. Recipient in USD and U.S. Recipient shall make all such invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; payments to U.S. Provider in USD;
(ii) fees for Year 1 with respect to all Services provided by U.S. Provider or a U.S. Affiliate of Provider to Recipient (described or Recipient on behalf of a Non-U.S. Affiliate of Recipient), U.S. Provider shall issue all invoices to Recipient and Recipient shall make all such invoiced payments to U.S. Provider;
(iii) with respect to all Services provided by Provider or any other Non-U.S. Affiliate of Provider to U.S. Recipient or any other U.S. Affiliate of Recipient, Provider shall issue all invoices to U.S. Recipient and U.S. Recipient shall make all such invoiced payments to Provider; and
(iv) with respect to all Services provided by Provider or any other Non-U.S. Affiliate of Provider to Recipient (or Recipient on behalf of Recipient or a Non-U.S. Affiliate of Recipient), Provider shall issue all invoices to Recipient and Recipient shall make all such invoiced payments to Provider; provided, that, notwithstanding sub Sections (i) through (iv) above, any Affiliate of Provider that is providing any (or part of any) Services in the fee table above) accordance with an LCA under Section 10.17 shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is laterissue all invoices for, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Termreceive all payments with respect to, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, such issued invoices shall be provided to, and all such invoiced payments shall be made by, the applicable Affiliate of Recipient that is party to such LCA; provided, further, that all invoicing and payment obligations set forth in sub Sections (i) through (iv) above shall be made in accordance with Section 3.3(a) as if the Master Terms applicable Affiliates of Provider and Recipient, respectively, that are referenced in this Section 3.3(b) were referenced in Section 3.3(a) in place of Provider and Recipient, as the context requires.
(c) Unless expressly stated otherwise in this Agreement or an LCA, all invoices and payments under this Order and Agreement shall be due and payable upon receipt in pounds sterling. For the purposes of invoice.
2. Unless otherwise specified converting any amounts into pounds sterling, such amounts shall be converted from the functional currency used in the Special Provisions aboveLCA to pounds sterling using the GSK Group consolidation system (BISON) cumulative average exchange rate for any payments invoiced by Provider, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master TermsHaleon Group consolidation system cumulative average exchange rate (or such other external exchange rate as used by the Haleon Group) for any payments invoiced by Recipient. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As The Parties shall apply such exchange rate in the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesmonth where such cost was incurred.
Appears in 1 contract
Payment Terms. 1. All fees for (a) Borrower shall have the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1right, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end Maturity Date, to prepay the unpaid principal balance of the Initial Term or Renewal TermNote, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to upon the terms and conditions governing the prepayment of this Order indebtedness to be set forth in definitive loan documents, including, without limitation, the payment of breakage fees and yield maintenance costs.
(b) Any prepayment, whether voluntary or involuntary, shall be applied first to any accrued and unpaid interest under the Note up to the date of such prepayment, and then to any other sums which may be payable to Lender under the Loan Documents up to the date of such prepayment, and then to the outstanding principal balance of the Note, any such prepayment applied to principal shall be applied to the principal portions of installments due under the Note in the inverse order of their maturity, and the Master Termsacceptance of any such prepayment when there is an event of default in existence under any of the Loan Documents shall not constitute a waiver, release or accord and satisfaction thereof or of any rights with respect thereto by ▇▇▇▇▇▇.
(c) The Note shall provide for a late payment charge of four (4%) percent of any principal, interest or other amount not paid when due, and a rate of interest after the occurrence of an event of default under the Loan Documents ("Default Rate") of five (5%) percent in excess of the interest rate then payable under the Note pursuant to paragraph 2 above.
(d) ▇▇▇▇▇▇▇▇ shall reimburse Lender for any and all fees, costs and expenses Lender may incur in connection with making, disbursing, administering and enforcing the Loan contemplated hereby. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As Without limitation of any provisions set forth herein or in the Customer ContactLoan Documents, Borrower shall indemnify, defend and save and hold harmless Lender of, from and against any and all loss, cost, expense, damage and liability which Lender or ▇▇▇▇▇▇'s affiliates may suffer, sustain or incur by initialing in this boxreason of, I agree on behalf or arising out of Customer that I have read Borrower's breach, violation or default under, or other failure to timely and fully pay and perform its obligations under the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesLoan.
Appears in 1 contract
Payment Terms. 1YOU shall pay all undisputed portions of HID's invoices within thirty (30) days from the date on the invoice. All Except as expressly provided, all fees for paid are non-refundable, and YOU have no right to set-off any amount invoiced to YOU. Any notice of error in an HID invoice must be received by HID in writing at the initial year HID address shown on the relevant invoice within ten (10) business days of this Order the date on the invoice, after which period the HID invoice shall be due as follows:
(i) Set Up fees shall deemed undisputed. Payments will be invoiced made only in the currency listed on HID’s invoice and to the address or account listed on the Effective Date front of this Order HID's invoice. HID’s pricing is based on the 30 day payment terms. HID’s acceptance of any deviation from these payment terms is at HID's sole discretion and shall may be due and payable upon receipt conditioned on YOUR acceptance of invoice; (ii) fees for Year 1 (described a pricing adjustment reflecting the increase in the fee table aboveassociated cost or risk to HID. Undisputed amounts which remain unpaid for thirty (30) shall be invoiced days or more after the date on the Effective Date invoice are overdue. In addition to any other available remedy, HID reserves the right to suspend shipment(s), terminate orders or its offer to make sales to YOU, and charge a monthly interest rate of this Order 1.5% (or the first day of Year 1maximum permitted by applicable law, whichever is laterless) on those undisputed amounts remaining overdue. YOU hereby grant and HID reserves a lien on each Product purchased by YOU, and shall in any proceeds thereof, for the amount of its purchase price plus any interest which may be due and payable upon receipt of invoice; (iii) fees for each subsequent Year accrued thereon. Payment in full of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration purchase price of the Initial Term and Product will release the lien on that Product. If YOU default under any subsequent Renewal Termobligation in this subsection 2, unless Client provides AIT, or AIT provides Client, with "Payment Terms," YOU agree to make products available so that HID can repossess them without a written notice to the contrary ninety (90) days prior to the end breach of the Initial Term peace. In the event HID incurs collection costs or Renewal Terminstitutes suit to collect any amount owed by YOU under this Agreement, as applicable.
3YOU agree to pay HID’s collection costs (including, without limitation, its attorneys’ fees and court costs). Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees HID's prices are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlineschange without notice.
Appears in 1 contract
Sources: General Sales Policy
Payment Terms. 1. All fees 3.1 COUNTY agrees to pay CONTRACTOR for the initial year services described in the Project Scope an amount not to exceed
3.2 CONTRACTOR will submit monthly invoices to the COUNTY. Such invoices shall include a detailed listing of this Order charges. COUNTY shall be notify CONTRACTOR within ten (10) days of receipt of invoice of any dispute with the invoice and CONTRACTOR, upon such notice, shall provide back-up data to COUNTY. COUNTY and CONTRACTOR will, thereafter, promptly resolve any disputed items. Payment on undisputed invoice amounts is due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; invoice by COUNTY and is past due thirty (ii30) fees for Year 1 days from the date the invoice is received. If payment on undisputed invoice amounts remains past due sixty (described in 60) days from the fee table above) date the invoice is received by COUNTY, then CONTRACTOR shall be invoiced on have the Effective Date of right to either suspend all work under this Order Agreement, without prejudice, or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced terminate this Agreement in accordance with the Master Terms or this Order and provisions of Section 12.2. COUNTY shall, prior to making payment on any invoice, withhold ten (10%) percent from any payment due. The amounts so withheld shall be due and payable released to CONTRACTOR upon receipt satisfactory completion of invoicethe Project.
2. Unless otherwise specified 3.3 Approval and/or payment of such invoices shall not in any way relieve CONTRACTOR of its liability to COUNTY for deficiencies in the Special Provisions aboveperformance of its services. COUNTY’S approval or acceptance of, this Order Form shall be renewed automatically or payment for successive periods of (5) years (each a “Renewal Term”) after the expiration any of the Initial Term and services shall not operate as a waiver of any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice rights to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablewhich COUNTY may be entitled.
3. Unless otherwise specified, all dollars ($) are United States currency3.4 NO INTEREST OR OTHER LATE PENALTIES SHALL ACCRUE ON LATE PAYMENTS.
4. Sales/VAT Tax: If applicable3.5 IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT IN THE EVENT FUNDS ARE NOT APPROPRIATED IN THE CURRENT FISCAL YEAR OR ANY SUBSEQUENT FISCAL YEAR, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereforTHIS CONTRACT WILL BECOME NULL AND VOID AND THE COUNTY WILL ONLY BE REQUIRED TO PAY FOR SERVICES COMPLETED TO THE SATISFACTION OF THE COUNTY.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Construction Agreement
Payment Terms. 1. All fees Unless otherwise agreed to by Seller in a purchase order, payment for the initial year of this Order shall goods, parts and/or services will be due as follows:
no later than 30 (ithirty) Set Up fees shall calendar days from the date of invoice. Partial shipments will be invoiced on as they are shipped. Unless otherwise required by local laws, Seller may submit invoices electronically and is not required to provide a hard copy of the Effective Date of this Order and shall invoice. Unless otherwise agreed to by Seller in a purchase order, payments must be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table abovecurrency of the country in which the Seller is based and must be made via electronic fund transfer. Unless otherwise agreed to by Seller, payment by credit card is not permitted. If Seller establishes a payment portal, Buyer shall pay Seller through such portal. Disputes as to invoices must be accompanied by detailed supporting information and are deemed waived 15 (fifteen) shall calendar days following the invoice date. Seller reserves the right to correct any inaccurate invoices. Any corrected invoice must be invoiced on paid by the Effective Date of this Order original invoice payment due date or the first day issuance date of Year 1the corrected invoice, whichever is later. Buyer must pay the undisputed amount of the invoice within the original invoice payment due date. If Buyer is delinquent in its payment obligations to Seller or any of Seller’s affiliates for any undisputed amount regardless of whether under a purchase order or any other contract with Seller or any of Seller’s affiliates, Seller may, at Seller’s sole option and shall until all delinquent amounts and late charges, if any, are paid: (1) be due relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and payable upon receipt of invoicelead-times under any contract ; (iii2) fees for each subsequent Year refuse to process any credit to which Buyer may be entitled under any contract (unless mandatory provisions of applicable law provides otherwise); (3) set off any credit or sum owed by Seller to Buyer against any undisputed amount owed by Buyer to Seller including but not limited to amounts owed under any contract or order between the Initial Term, Parties; (4) withhold performance and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for future shipments to Buyer to which Seller is obliged under any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of contract; (5) years declare Buyer’s performance in breach and terminate any purchase order under these terms or any order under any mutually concluded contract with Seller; (6) repossess goods for which payment has not been made; (7) deliver future shipments under any contract on a cash-with-order or cash-in-advance basis; (8) assess late charges on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by applicable law, if lower, for each month or part thereof; (9) charge storage or inventory carrying fees on goods; (10) recover all costs of collection including, without limitation, reasonable attorneys’ fees; (11) if Buyer is delinquent on a “Renewal Term”payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; or (12) after the expiration combine any of the Initial Term above rights and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice remedies as may be permitted by applicable law. The above remedies are in addition to all other remedies available to the contrary ninety (90) days prior to the end of the Initial Term Seller at law or Renewal Term, as applicablein equity.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Sales Contracts
Payment Terms. 1. All fees for the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions aboveServices Letter, this Order Form Seller Parent, or Seller Parent’s local Affiliate (if so designated by Seller Parent), shall invoice Purchaser or Purchaser’s applicable local Affiliate (if so agreed by Seller Parent) for the Service Fee for each of the Services performed, and, if applicable, any Out-of-Pocket Costs and all other amounts due or incurred, hereunder in each of the relevant countries on a monthly basis at the end of each month during which any Service has been provided. Purchaser shall pay Seller Parent (through their respective local Affiliates if so designated by Seller Parent) all amounts as may be due hereunder, within thirty (30) days from the date of invoice (at Seller Parent’s option in local currency). All such invoices shall be renewed automatically for successive periods of delivered to Purchaser at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Controller (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a such addressee as Purchaser shall later designate by written notice to Seller Parent) or to Purchaser’s local Affiliate (if so designated by Seller Parent), with copies to Purchaser. Any correspondence or payments concerning such invoices shall be made to Seller Parent at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Director, Finance Portfolio Management & Optimization (or such addressee as Seller Parent shall later designate by written notice to Purchaser) or to Seller Parent’s local Affiliate (if so designated by Seller Parent), with copies to Seller Parent. For clarity, (i) the contrary ninety (90) days prior to Parties may make any payments due under this Agreement, the end of Reverse Transition Services Agreement, an Interim Business Agreement, the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use Net Economic Benefit Agreement and other transactional taxes due in connection with the Canada Distribution Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase Agreement in accordance with any global payment settlement mechanism that the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each Parties may agree to in writing from time to time and (ii) in no event shall Purchaser or Purchaser’s applicable local Affiliate be required to pay the terms Service Fee or, if applicable, any Out-of-Pocket Costs for a Service to the extent that such Service Fee has already been allocated to Purchaser or Purchaser’s applicable local Affiliate under this Agreement, an Interim Business Agreement, the Net Economic Benefit Agreement or the Canada Distribution Services Agreement for such Service. Such global payment settlement mechanism shall take into account the Working Capital Prepayment and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesany Monthly Working Capital Prepayments.
Appears in 1 contract
Sources: Transitional Services Agreement (Icu Medical Inc/De)
Payment Terms. 1. All fees for a. ▇▇▇▇▇▇▇ has investigated, monitored, and agrees to conduct business hereunder based on the initial year credit-worthiness of BROKER and is granting BROKER credit terms accordingly.
b. On all shipments tendered to CARRIER pursuant to this Order Agreement, compensation shall be due as follows:
(ipaid to CARRIER solely and exclusively by BROKER, in the amount(s) Set Up fees shall be invoiced on the Effective Date of this Order set forth in BROKER’s rate confirmation agreement. BROKER’s rate confirmation agreement, including all warranties, terms and conditions contained there is hereby incorporated herein by reference and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date considered a part of this Order or Agreement. Any accessorial charges such as loading-unloading fee, entry fee, pallet exchange, etc, are included in agreed rate.
c. As a condition precedent to payment, CARRIER shall submit to BROKER the first day bill of Year 1, whichever is laterlading and proof of delivery, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Servicesdocuments which BROKER may require for the shipment, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of WITHIN FIVE (5) years DAYS of delivery of each shipment transported pursuant to this Agreement. ▇▇▇▇▇▇ agrees to pay ▇▇▇▇▇▇▇’s invoice within 30 days of receipt of the bill of lading, proof of delivery and any other required shipping documents, provided CARRIER is not in default under the terms of this Agreement.
d. BROKER shall not be responsible for the payment of any freight bills for any charges which are not submitted to BROKER by CARRIER within 180 days of the date of delivery of the shipment(s) represented on any such freight bills. Any claim for over payment or underpayment for the motor carrier services provided pursuant to this Agreement shall be presented by the party asserting the claim to the other party within 60 days of the discovery of the claim, but in no event will any such claim(s) be asserted more than one hundred and eighty (each a “Renewal Term”180) days after the expiration delivery of the Initial Term and shipment(s) giving rise to any subsequent Renewal Termsuch claim. Any civil action to recover or collect any unpaid freight charges, unless Client provides AITovercharges or undercharges shall be instituted within 18 months of the date of delivery, or AIT provides Clientits right to sue or otherwise seek payment shall be waived.
e. CARRIER authorizes BROKER, and grants BROKER the exclusive right, to invoice CARRIER’s freight charges directly to BROKER’s Customer or other party responsible for payment. As such, ▇▇▇▇▇▇▇ agrees not to contact BROKER’s customers, consignors, consignees or any other party concerning payment for the motor carrier services under this agreement, and to refrain from all collection efforts against any such person or entity. Carrier shall be liable for all damages BROKER incurs as a result of any breach of this provision, including damages for loss and interruption of business, damage to broker’s commercial reputation, loss of profits and tortious interference with business relations.
f. CARRIER hereby assigns to BROKER all its rights to collect freight charges from BROKER’s customers or any responsible third party on receipt of payment from BROKER.
▇. ▇▇▇▇▇▇▇ agrees that BROKER has the discretionary right to offset any payments owed to CARRIER hereunder for liability incurred by BROKER as a written notice result of CARRIER’s breach of this agreement, including, but not limited to, claims for freight loss, damage, or delay.
▇. ▇▇▇▇▇▇▇ agrees that any tariffs, circulars, pricing authorities and/or similar documents that it publishes shall not apply to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicabletransportation services provided by CARRIER under this Agreement.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Motor Carrier Services Agreement
Payment Terms. 1(a) Novartis shall provide Array with written notice of its achievement of each Milestone as soon as practicable and in any case within thirty (30) days after the specified event triggering such Milestone is achieved by Novartis. All fees After receipt of such notice, Array shall submit an original invoice to Novartis substantially in the form of Exhibit B for the initial year corresponding Milestone Payment, provided that no such invoice shall be submitted prior to the Effective Date. Novartis shall make the corresponding Milestone Payment within as soon as practicable, and in any case no later than forty-five (45) days after receipt of such original invoice. With respect to Milestones achieved by Array, Array will provide Novartis with written notice of its achievement of such Milestone, together with an original invoice substantially in the form of Exhibit B. Array shall promptly provide Novartis with such documentation supporting its achievement of the Milestone as Novartis reasonably requests, and Novartis will have no more than thirty (30) days from receipt of such notice to confirm the occurrence of such Milestone. Novartis shall make the corresponding Milestone Payment within forty-five (45) days after such confirmation (and no later than seventy-five (75) days after receipt of Array’s invoice).
(b) Within forty-five (45) days after each Calendar Quarter during the term of this Order Agreement following the First Commercial Sale of a Product, Novartis will provide to Array a Sales & Royalty Report. After receipt of such report, Array shall submit an original invoice to Novartis substantially in the form of Exhibit B with respect to the royalty amount and other payments with respect to the royalty amount shown therein. Novartis shall pay all royalty amounts within forty-five (45) days after receipt of such invoice.
(c) Each Party shall provide to the other Party an original invoice for all amounts due to it under this Agreement. Unless otherwise noted, payments on such invoices shall be due as follows:made within forty-five (45) days of the other Party’s receipt of the applicable invoice. Invoices to Novartis shall be substantially in the form set forth in Exhibit B.
(id) Set Up fees All payments from Novartis to Array shall be invoiced made by wire transfer in US Dollars to the credit of such bank account as may be designated by Array in this Agreement or in writing to Novartis. Any payment which falls due on a date which is not a Business Day may be made on the Effective Date next succeeding Business Day.
(e) For the avoidance of doubt, unless and until this Order and Agreement becomes effective in accordance with Section 17.17, no payments shall be become due and payable upon receipt of invoice; payable. In particular, while Development Costs and (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as if applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced Milestone Payments with respect to activities performed in accordance with the Master Terms Development Plan shall begin accruing from the Effective Date, neither Party will be obligated to effect reimbursement to the other Party for any such costs incurred by the other Party under or in connection with this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AITAgreement, or AIT provides Client, with a written notice to the contrary ninety (90) days payment for Milestone Payments earned prior to the end of the Initial Term or Renewal TermEffective Date, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with unless and until this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase Agreement becomes effective in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesSection 17.17.
Appears in 1 contract
Payment Terms. 1. (a) All payments by ASSIGNEE to ASSIGNOR under this Section 3 shall be made in Euros to the following account, unless indicated otherwise after the Effective Date or in an applicable invoice – free of bank charges, transfer fees or similar charges: Owner: [***] Bank Institute: [***] BIC Code: [***] IBAN: [***]
(b) All payments by one Party to the other shall be made in full, without any deductions (subject to section 3.7(e) below), and are exclusive of value added taxes, which shall, if applicable, be invoiced separately.
(c) If any Net Sale are received in any currency other than Euro, for purposes of calculating the payment payable to ASSIGNOR, such Net Sales shall be converted into Euros at the conversion rate as quoted by the European Central Bank on the last business day of the calendar month in which such Net Sales were received by ASSIGNEE.
(d) If ASSIGNEE fails to make a timely payment pursuant to the terms of this Agreement, ASSIGNOR shall provide written notice of such failure to ASSIGNEE and interest shall accrue on the past due amount starting on the date of such notice at the [***] rate, plus [***] percent per annum, computed for the initial year actual number of days after the date of such notice that the payment was past due and calculated on a daily basis.
(e) For all payments to be made under this Order section 3, ASSIGNEE shall be due as followswithhold taxes and other duties payable under applicable Laws and Regulations and shall forward such retained payments to the competent tax authorities, however, only if all of the following conditions are met:
(i) Set Up fees shall be invoiced on the Effective Date of this Order respective tax is an income tax and shall be due and payable upon receipt of invoiceno use tax, franchise tax, sales tax or other tax; and
(ii) fees for Year 1 (described in ASSIGNOR is the fee table above) shall be invoiced on the Effective Date debtor of this Order or the first day of Year 1, whichever is later, such income taxes under applicable laws and shall be due and payable upon receipt of invoiceregulations; and
(iii) fees for each subsequent Year ASSIGNEE is required by laws and regulations to withhold the tax and to forward such tax to the competent tax authorities; and
(iv) ASSIGNEE provides ASSIGNOR a tax certificate of withheld and paid taxes. ASSIGNEE shall reasonably assist ASSIGNOR in obtaining relief or exemption from any tax on all of the Initial Term, amounts and for each Renewal Term, royalties under any applicable tax treaty.
(f) All other taxes and duties payable hereunder shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoicepaid by ASSIGNEE.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Patent and Know How Assignment Agreement (Eyegate Pharmaceuticals Inc)
Payment Terms. 1. All 9.1 Payments for advertising and all other fees for payable by the initial year of this Order Advertiser and Agency shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described paid by cash in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term advance to MPL and/or any other Mediacorp Entity (as applicable) and the case may be), unless the Agency is accredited, in which case the accredited Agency shall be due and payable upon receipt make payment within 30 days from the date of invoice. Fees for For the avoidance of doubt, invoices may be issued by MPL and/ or any other ServicesMediacorp Entity at their sole discretion, and for reimbursable expensesat any time whether before or after the broadcast or publication of the advertisements in question, and the Advertiser and the Agency shall be invoiced jointly and severally pay all advertising fees to MPL and/or any other Mediacorp Entity in accordance with the Master Terms or this Order invoices issued by MPL and/or any other Mediacorp Entity.
9.2 The Advertiser and Agency shall be due jointly and payable severally liable to pay all advertising fees incurred through bookings with the Mediacorp Entities. Failure of payment shall render the Advertiser and Agency jointly and severally liable for all sums due, together with all legal costs on an indemnity basis incurred in collecting such sums. Where the Agency is an Accredited Agency, MPL and the other Mediacorp Entities shall be entitled to claim against the Banker’s Guarantee(s) furnished by the Agency to any Mediacorp Entity upon receipt breach of invoicethe Advertiser’s payment obligations herein, without prejudice to any other right or remedy which the Mediacorp Entities may have hereunder, under law, in equity or otherwise.
2. Unless otherwise specified 9.3 Advertising fees shall be charged based on the rates set out in the Special Provisions above, this Order Form shall rate cards for each media platform. These rates may be renewed automatically for successive periods changed at any time without prior notice and are exclusive of (5) years (each a “Renewal Term”) after the expiration of the Initial Term any applicable goods and services tax and any subsequent Renewal Term, unless Client provides AIT, other taxes and/ or AIT provides Client, with a written notice duties which may from time to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must time be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase imposed in accordance with applicable laws. All such taxes and duties shall be payable by the applicable provisions Advertiser and/or Agency (as the case may be) in addition to the rates.
9.4 All payments to be made the Advertiser and Agency shall be made free and clear of and without deduction or deferment in respect of any demand, set-off, counter claim or other dispute or in respect of any foreign withholding or other taxes or duties of any nature. If the Advertiser and/or the Agency (as the case may be) is required by law to make any deduction or withholding from any amount payable, it shall increase the amount payable so as to ensure that MPL and/or the relevant Mediacorp Entity receives, and is entitled to retain, after such deduction or withholding, a sum which it would have received and be entitled to retain had that deduction or withholding not been required.
9.5 Without prejudice to the rights, powers and remedies of the Master TermsMediacorp Entities at law, in equity or otherwise, interest at the rate of 1% per month or the maximum rate of interest permitted under applicable laws (whichever shall be the lower) shall be payable on any money that is due but unpaid by the Advertiser or Agency. By signing belowSuch interest shall be computed from the due date for the payment until full payment is received.
9.6 Whenever any sum of money shall be recoverable from or payable by the Advertiser or Agency under any advertising agreement with MPL and/or any other Mediacorp Entities, Finalsite and Customer each agree the same may be deducted from any sum then due or which at any time thereafter may become due to the terms and conditions Advertiser or Agency under the same advertising agreement or any other contract with MPL or any other company within the Mediacorp group of companies. Exercise by MPL and/or any other Mediacorp Entities of their rights under this Order and Clause shall be without prejudice to any other rights or remedies available to MPL and/or such other Mediacorp Entities under the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contactrelevant advertising agreement, by initialing or otherwise howsoever, at law or in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesequity.
Appears in 1 contract
Sources: Advertising Agreement
Payment Terms. 1In consideration for Services, Customer shall pay COMPANY fees, costs, rates and charges as provided in the applicable Order Form (the “Fees”). All fees In the event that Fees are not specified in an Order Form, Customer shall pay Fees for relevant HAProxy Edge CDN Service at COMPANY’s then-current rates. Upon performing of HAProxy Edge CDN Service or at milestones as set forth in an applicable Order Form, COMPANY shall invoice Customer for the initial year Fees then due. Fees may consist of this non-recurring charges (i.e. installation or setup fees) or recurring charges (i.e. monthly, quarterly or annual fees) as specified in an Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and Form. Any installation or setup fee shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in prior to the fee table above) Commencement Date. Any recurring charges shall be invoiced in advance for each applicable period. Fees for partial months may be pro-rated. Any deposit or other pre-payment shall be paid prior to the Commencement Date and applied as a credit to the final recurring charges of the respective Order Form. Unless otherwise set forth on a particular Order Form, Fees for HAProxy Edge CDN Service shall remain in effect for one (1) year from the Effective Commencement Date of this each specific Order or the first day of Year 1Form. Thereafter, whichever is latersuch Fees shall be subject to change upon sixty (60) days prior written notice to Customer. Except as otherwise set forth in an Order Form, and invoices shall be due and payable upon receipt thirty (30) days following submission of invoice; (iii) fees such invoice by COMPANY. In the event of termination of this Agreement or any applicable Order Form, Customer is obligated to pay COMPANY for each subsequent Year any HAProxy Edge CDN Service or expenses incurred prior to the effective date of the Initial Termsuch termination, and or for each Renewal Termany HAProxy Edge CDN Service pursuant to any non-terminated Order Form. Except as otherwise set forth in any applicable Order Form, Customer shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees responsible for any sales, service, value-added, use, excise, consumption and any other Servicestaxes and duties (whether international, national, state or local, however designated), now in force or enacted in the future, related to the HAProxy Edge CDN Service and/or Customer Works and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2web sites. Unless otherwise specified agreed by the parties in the Special Provisions abovewriting, this Fees set forth on any Order Form shall be renewed automatically exclusive of such taxes. Notwithstanding the foregoing, Customer shall have no obligation to pay income taxes of COMPANY. If a withholding tax applies to any fees for successive periods HAProxy Edge CDN Service pursuant to this Agreement, Customer may deduct such taxes and pay such taxes to the relevant taxing authority; provided that Customer shall provide COMPANY with an official receipt for such taxes withheld and agrees to notify COMPANY prior to payment, in writing that such withholding tax is required to be paid and Customer shall pay COMPANY any additional amounts to ensure that COMPANY receives the full amount of its invoice. If COMPANY has a legal obligation to pay or collect taxes for which Customer is responsible under this clause, the relevant amount shall be charged to and paid by Customer in addition to the amounts on such invoice, unless Customer provides COMPANY with a valid tax exemption certificate authorized by the appropriate taxing authority. The parties undertake to cooperate, where possible, to minimize the amount of withholding tax due by making advance clearance applications under the relevant double taxation treaties (5where applicable) years to the relevant tax authority to reduce the rate of withholding tax or exempt entirely this amount if applicable. In any event, Customer shall account for any tax withheld to the tax authorities on a timely basis. Customer’s equipment which is utilized by COMPANY in performance of the Services shall not be construed to be fixtures, and Customer is responsible for preparing and filing any necessary return with, and paying any and all taxes separately levied or assessed against Customer’s equipment to any governmental, quasi- governmental or tax authorities by the date such payments are due. All Fees paid to COMPANY for HAProxy Edge CDN Service shall be non-refundable. Credits shall only be available to Customer, if ever, in COMPANY’s sole and exclusive discretion, and provided Customer does not owe COMPANY any outstanding Fees and is not in breach or default of this Agreement. Such credits shall only be used to offset future charges for HAProxy Edge CDN Service and may not be sold, converted to cash or transferred to any third party, and shall expire on expiration or termination of the relevant Order Form and/or this Agreement. If Customer wishes to dispute any COMPANY invoice (each a “Renewal TermDisputed Invoice”), Customer must submit a good faith claim, in writing, regarding the Disputed Invoice with documentation as may reasonably be required to support the claim within sixty (60) after the expiration days of COMPANY’s submission of the Initial Term invoice. If Customer does not timely submit such a claim, Customer waives all rights to dispute such invoice and/or claim that it does not owe disputed amounts contained in the invoice and/or seek any set-offs or reimbursements or other amounts of any kind based upon or relating to such invoice. All payments will be in U.S. Dollars. If Customer does not timely pay any invoice(s), Customer will also pay interest on the unpaid amount, from the date due, at the rate of two percent (2%) per month or the highest amount permitted by law, and Customer shall also pay COMPANY any subsequent Renewal Termcosts of collection (including reasonable attorney’s fees). Customer’s obligation to pay invoiced amounts is absolute and unconditional and not subject to offset, unless Client provides AITdefense or counterclaim. A breach of payment obligations shall be considered a material breach of the Agreement. COMPANY is permitted to suspend Services and/or delivery and/or use thereof until default is cured by payment in full. If default is not cured following invoice, or AIT provides Client, with a COMPANY may terminate the Agreement and/or any applicable Order Form by written notice to the contrary ninety (90) days prior Customer. Upon termination, COMPANY has no further obligation to deliver or allow use of or render HAProxy Edge CDN Service. No action, suit or proceeding arising out of this Agreement or any Order Form or concerning any invoice or other accounting hereunder or to the end period of time to which such invoice or accounting relates may be maintained against COMPANY unless commenced within one (1) year after the Initial Term date such invoice or Renewal Term, as applicableaccounting is delivered to Customer.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Payment Terms. 1. All fees (a) No later than five (5) calendar days prior to the beginning of each Calendar Month, Service Provider shall deliver to Company an invoice for the initial year of this Order shall be due as follows:
(i) Set Up fees the Service Costs that Service Provider estimates in good faith will be actually incurred by Service Provider during such Calendar Month under and in accordance with the DIP Budget, and (ii) the amount of any credit to be applied for the immediately succeeding Calendar Month pursuant to Section 3.2(b).
(b) If the actual Service Costs incurred by Service Provider during any Calendar Month (i) exceed the estimated amount of Service Costs paid to Service Provider for such Calendar Month pursuant to the applicable invoice delivered pursuant to Section 3.2(a), and (ii) have been explicitly approved by Company and CRO, including any approved costs that relate to approved overhead reimbursements received by Company, then Service Provider shall deliver to Company an invoice for such difference. If the actual Service Costs incurred by Service Provider during any Calendar Month are less than the estimated amount of Service Costs paid to Service Provider for such Calendar Month pursuant to the applicable invoice delivered pursuant to Section 3.2(a), Service Provider shall promptly notify Company (but in any event within three (3) Business Days) and Company shall be invoiced on entitled upon request to a credit in the Effective Date amount of such difference, which credit shall be applied to the monthly invoice delivered by Service Provider pursuant to Section 3.2(a) for the succeeding Calendar Month, or with respect to the final month of the Term, Company shall be entitled to a reimbursement payment equal to such difference due and payable within ten (10) calendar days. The Parties shall meet no less frequently than monthly to evaluate the actual Service Costs incurred by Service Provider.
(c) Each invoice delivered by Service Provider or Company pursuant to this Order and Agreement shall be due and payable upon no later than ten (10) calendar days after the receipt of such invoice; . Service Provider shall provide to Company such documentation as Company or any Committee Member may reasonably request to support each such invoice.
(iid) fees Except for Year 1 (described in the fee table above) shall be invoiced on Service Fee for the Effective Date of this Order or April 2019 Calendar Month that is contingent upon court approval, the first day of Year 1, whichever is later, and Service Fee with respect to each Calendar Month shall be due and payable upon on or prior to the first Business Day of the Calendar Month to which such Service Fee relates. The Service Fee for the April 2019 Calendar Month shall be paid by Company on the day the Bankruptcy Court approves this Agreement, or the next Business Day thereafter.
(e) If Company disputes in good faith all or any portion of an invoice delivered by Service Provider pursuant to this Agreement, Company may deliver written notice of such dispute to Service Provider within five (5) calendar days of receipt of such invoice; (iii) fees , setting forth in reasonable detail the reasons for each subsequent Year such dispute. Notwithstanding the delivery of any such written notice of dispute, Company shall pay to Service Provider the Initial Term, and for each Renewal Term, shall be invoiced on the commencement undisputed portions of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced invoice in accordance with the Master Terms terms of this Agreement. If it is determined by the Parties or otherwise that any amount not paid by Company to Service Provider should have been paid, then Company shall promptly reimburse Service Provider the amount of such agreed upon disputed payment. The prevailing Party in any dispute arising pursuant to this Order and Section 3.2(e) shall be due entitled to recover reasonable attorneys’ fees and payable upon any and all reasonable out of pocket costs and expenses associated with such dispute from the other Party.
(f) All payments shall be made by a wire or ACH transfer of immediately available funds, to the account (or accounts) designated by the Person entitled to receipt of invoicesuch payment, from time to time, no later than 1:00 p.m. (Fort Worth, Texas, time) on the due date.
2. Unless otherwise specified in (g) If Company fails to pay Service Provider any amount due to Service Provider hereunder when due, such amount shall bear interest at the Special Provisions above, this Order Form shall be renewed automatically for successive periods Agreed Rate from the due date of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice such payment to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicabledate such amount is paid by Company.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Management Services Agreement
Payment Terms. 111.1 The Commission, Implementation Fee and Professional Services Fee will become payable as set out in the Order and the Terms and Conditions. All payments under this Agreement shall be done by bank transfer (using such payment details as notified by Expect Me to the Client from time to time).
11.2 Invoices shall be sent in PDF-format to the Client’s email address, specified in the Order, or in written to the Client’s physical address if specifically requested by the Client.
11.3 Client agrees to make all payments due to Expect Me under the provisions of this Agreement within thirty (30) days of the date of invoice and in euro, unless Parties have agreed otherwise in writing. In event of late payment, all Client payment obligations to Expect Me will immediately become due and payable.
11.4 All fees payable to Expect Me under this Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever, unless the same are required by law, in which case the Client undertakes to pay Expect Me such additional amounts as are necessary in order that the net amounts received by Expect Me after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding. Sums stated to be payable under this Agreement do not include any applicable value added tax or other taxes, which shall be additionally charged to the Client. The Client is responsible for payment of all general, state or local import, usage, value added, withholding or other taxes associated with the supply or use of the Services or Platform. The Client shall promptly reimburse Expect Me for any such taxes or duties paid by Expect Me.
11.5 The amount of any invoice which has not been paid within thirty (30) days from the invoice date shall automatically be subject to a late payment interest equal to the legal interest rate of the Act of 2 August 2002 on late payment interests in commercial transactions, which interest shall be compounded daily as of the due date until receipt of full payment by Expect Me. In addition, Client shall pay all costs incurred by Expect Me, as a result of the (extra)judicial enforcement of the Client’s payment obligation under this article, with a minimum of 150 EUR. If Client fails to pay any outstanding amounts within sixty
11.6 Each invoice made by Expect Me shall be deemed to have been accepted by the Client if it is not disputed by registered letter sent to Expect Me wherein the reason for the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever dispute is laterexplained, and shall be due and payable upon receipt this within thirty (30) days after the invoice date of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of that specific invoice.
2. Unless otherwise specified in 11.7 In the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after event the expiration use of the Initial Term and any subsequent Renewal TermPlatform, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or Professional Services give rise to additional costs and/or expenses for the fees due thereforClient from third parties (including but not limited to software integration costs), such costs are exclusively the Client’s responsibility and cannot be claimed from Expect Me.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Service Agreement
Payment Terms. 1(a) Licensee shall pay Licensor all amounts in U.S. dollars, except as expressly permitted by Section 3.6(c). All fees for the initial year of this Order Any amount not actually received by Atmel within thirty (30) calendar days from being due shall be due as follows:subject to interest at the rate of 1% per month, in addition to any other recourse Atmel may have.
(ib) Set Up fees On or prior to the Effective Date, Licensee shall deliver the Non-Refundable Prepayment to Licensor by wire transfer in immediately available funds to an account of Licensor designated in writing by Licensor to Licensee. The Non-Refundable Prepayment shall be invoiced on applied first against any Annual Royalty payments due to Licensor until the Effective Date entire Non-Refundable Prepayment has been fully used and credited by Licensor against Annual Royalty payment obligations of this Order Licensee hereunder, and only after the full use, crediting and exhaustion of the entire Non-Refundable Prepayment shall Licensee be due and payable upon receipt of invoice; (ii) fees permitted, pursuant to Section 3.6(c), to issue Secured Notes as payment for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or any Annual Royalties owed by Licensee. On the first business day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of Royalty Period during the Initial Term, Licensor shall, without further action or consent of the Licensee, use, apply and credit to the extent not previously used, applied or credited the Non-Refundable Prepayment against the Annual Royalties for each Renewal the applicable Royalty Period. An amount equal to three million two hundred and fifty thousand dollars ($3,250,000) shall be used, applied and credited on the Effective Date.
(c) After Licensor has fully applied and credited the full Non-Refundable Prepayment against Annual Royalty payments due by Licensee hereunder, Licensee may, thereafter, elect during the Initial Term, shall be invoiced on the commencement of such Year or Renewal Term (if, but only if, its cash balances, as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days quarter end immediately prior to the end of date for the Initial Term or Renewal TermRoyalty Period to which an unpaid Annual Royalty relates, as applicable.
3. Unless otherwise specified, all was less than thirty million dollars ($30,000,000), to pay its Annual Royalties by delivering Secured Note(s) are United States currencyto Licensor.
4. Sales/VAT Tax: If applicable(d) In no event shall any amount paid hereunder by Licensee (or applied or credited for its benefit) be returnable or refundable (whether in whole or in part) to it for any reason, a copy including, without limitation, in the event of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise(i) any abandonment, Finalsite will invoice Customer for applicable salesdetermination not to enforce, use and other transactional taxes due transfer (subject, in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Ordercase of any transfer, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions rights of Licensee hereunder), or other disposition by Licensor of any Licensed XSense Patents, (ii) cancellation by a court of final jurisdiction of any Licensed XSense Patents, (iii) final invalidation or modification of claims (whether in whole or in part), by any competent authority, of any Licensed XSense Patents, (iv) termination or expiration of this Order and Agreement, specifically including without limitation for the Master Terms. Signature Name reasons set forth in Section 5.3(c), or (printedv) Title (printed) Date Signature Name (printed) Title (printed) Date As Licensee Net Sales below the Customer Contactthreshold necessary for the Non-Refundable Prepayment to be fully used, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesapplied or credited.
Appears in 1 contract
Sources: Patent License Agreement (Uni-Pixel)
Payment Terms. 1. All fees In consideration for the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year rendering of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expensesSAA shall pay to the Service Provider the Service Fees, shall be invoiced in accordance with the Master Terms or Service Fees Schedule and SAA’s payment processes and procedures. SAA shall only be obliged to pay the Service Provider for Services actually rendered. It is specifically agreed that where no Services are supplied by the Service Provider for any reason whatsoever, the Service Provider shall not be entitled to any Service Fees in terms of this Order and shall clause 10. All payments will be due and payable upon receipt of invoice.
2. Unless otherwise specified made in the Special Provisions aboveLocal Currency, this Order Form unless agreed otherwise in writing. The Service Provider shall invoice SAA every 15 (fifteen) days in arrears for the Services rendered and all invoices will be renewed automatically for successive periods of payable into the Service Provider's Designated Bank Account by SAA within 30 (5thirty) years (each a “Renewal Term”) after the expiration days from date of the Initial Term invoice. All payments hereunder will be made in full by wire transfer. SAA agrees that on-time payment of invoices and any subsequent Renewal Termother amounts due is of the essence of this Agreement. In case of a dispute regarding an invoice, unless Client provides AIT, SAA is entitled to withhold the entire value of the invoice or AIT provides Client, with a written notice set-off the disputed amounts. Disputes in relation to the contrary ninety invoices must be raised by SAA within fourteen (9014) days prior to the end of the Initial Term date of the relevant invoice. SAA will be entitled to query the submitted consolidated monthly statement within 7 (seven) days from date of receipt thereof, and payment in respect of the queried items will be withheld without penalty until such queries have been resolved between the Parties All taxes, VAT or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, charges and levies of a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must similar nature will be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with payable by the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase Party concerned in accordance with the applicable provisions laws of the Master Termscountry of the revenue authority imposing the taxes. By signing below, Finalsite The Services Fees shall be in the Local Currency and Customer each agree based on the rates negotiated between the Parties in terms of the Service Fees Schedule. SAA hereby undertakes that it shall reasonably assist the Service Provider's personnel to gain reasonable access to the terms Pick-up Point to enable the Service Provider's personnel to carry out the Services. The Service Provider shall immediately notify SAA (to be confirmed in writing as soon thereafter as is possible) of any accident, breakdown, theft, interference with any Vehicle (used for purposes of rendering the Services under this Agreement) or its contents or of any other circumstance Without limiting any liability or other obligation of the Service Provider, the Service Provider shall, at the Service Provider's cost effect and conditions keep in force during the term of this Order and Agreement the Master Termsfollowing insurance policies – Passenger Liability insurance - for a sum of not less than USD 10 million (ten million United States Dollars) for the death or illness of, or bodily injury to, any Passenger and/or the loss of, or damage to or property arising from or in connection with the Service Provider's performance pursuant to this Agreement. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As The Service Provider shall annually, when requested by SAA, provide proof of such policies and/or payment of premiums in respect thereof to SAA. Any failure by the Customer Contact, by initialing Service Provider to provide proof of such insurance policies shall entitle SAA to act in accordance with clause 17.2 of this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesAgreement.
Appears in 1 contract
Payment Terms. 1. All Unless determined and stated otherwise "in the terms agreed upon by mutual consent of the Parties, all Commissions and Charges and other fees for the initial year of this Order and charges shall be due regarded as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be being due and payable upon receipt immediately. Unless specified otherwise in these Terms and Conditions, any sums due to us pursuant to these Terms and Conditions may be deducted by us from the proceeds of invoiceany transaction or debited from your Account(s) with us. In the event of late payment by you, overdue amounts shall bear interest at a rate that we shall reasonably determine. Unless specified otherwise in these Terms and Conditions, all amounts due to us (or to any Agents used by us) under these Terms and Conditions shall, at our sole discretion: (a) be deducted from any funds held by us for you; or (iib) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced paid by you in accordance with the Master Terms provisions of the relevant difference account, Settlement/Trade Confirmation or this Order other advice. CURRENCY CONVERSION If we receive or recover any amount in respect of any of your obligations in a currency other than that in which such amount is payable, whether pursuant to a judgment of any court or otherwise, you will indemnify us and hold us harmless from and against any cost (including costs of conversion) and loss suffered by us as a result of receiving such amount in a currency other than the currency in which it is due. We shall be entitled, but shall not in any circumstances be obliged, to convert: any realised gains, losses, option premiums, commissions, interest charges and brokerage fees which arise in a currency other than your Base Currency (i.e. the currency in which your Account with us is denominated) to your Base Currency; any cash currency deposit to another cash currency deposit for the purpose of purchasing an asset de- nominated in a currency other than your Base Currency; any monies held by us for you into such other currency as we consider necessary or desirable to cover your obligations and liabilities in that currency. Whenever we conduct such a currency conversion, we will do so at such reasonable rate of exchange as we select. We shall be entitled to add a mark-up to the exchange rates. The prevailing mark-up will be defined in the Spreads and Conditions Schedule on our Online Trading Facility. MORATORY INTEREST Any amount due and payable upon receipt of invoice.
2. Unless otherwise specified under these Terms and Conditions, which is not paid on the due date, shall be treated as an unpaid such amount and bear interest, at the average rate at which overnight deposits in the Special Provisions abovecurrency of such payment are offered by major banks in the London interbank market as of 11.00 am (London time) (or, this Order Form if no such rate is available, at such reasonable rate as we may select) plus one three per cent (3%) per annum for each day for which such amount remains unpaid. PRICING OF OTC TRANSACTIONS In respect of any Transactions to be effected OTC, we shall be renewed automatically for successive periods entitled to provide Price Quotes at which we will be allowed to trade. Save where we exercise any rights we may have under these Terms and Conditions to close a Transaction and/or Contract, it is your sole responsibility to decide whether or not you wish to enter into such a Transaction and/or Contract at such prices. ABUSIVE TRADING STRATEGIES & PROHIBITED TRADING TECHNIQUES practice of (5) years (each a “Renewal Term”) after gaming and/or use of abusive trading practices on our Online Trading Facility. Transactions that rely on price latency opportunities may be revoked, without prior notice. We reserve the expiration of right to make the Initial Term and any subsequent Renewal Termnecessary corrections or adjustments on the Account involved, unless Client provides AITwithout prior notice. Accounts that rely on gaming and/or abusive strategies may, or AIT provides Clientat our sole discretion, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase intervention by us and our approval of any Orders. Any dispute arising from such quoting or execution errors will be resolved by our management in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite its sole and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesabsolute discretion.
Appears in 1 contract
Sources: Client Agreement
Payment Terms. 1. All fees for a. Absent any provision to the initial year contrary, District shall not be obligated to make any payment (whether a Progress Payment or Final Payment) to Vendor hereunder if any one or more of this Order shall be due as followsthe following conditions precedent exist:
(i1) Set Up fees shall be invoiced on the Effective Date of Vendor is in breach or default under this Order and shall be due and payable upon receipt of invoice; Agreement;
(ii2) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement Any part of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced payment is attributable to Work which is not performed in accordance with the Master Terms or this Order and Agreement; provided, however, such payment shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice made as to the contrary ninety (90) days prior part thereof attributable to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned Work which is performed in accordance with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and Agreement;
(3) Vendor has failed to make payments promptly to its sub-vendors or sub-contractors or other transactional taxes due third parties used in connection with the Services or Work for which District has made payment to Vendor; or
(4) If District, in its good faith judgment, determines that the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject portion of the compensation then remaining unpaid will not be sufficient to increase complete the Work in accordance with the applicable provisions this Agreement, no additional payments will be due to Vendor hereunder unless and until Vendor, at its sole cost, performs a sufficient portion of the Master TermsWork so that such portion of the compensation then remaining unpaid is determined by District to be sufficient to so complete the Work.
b. No partial payment made hereunder shall be construed to be final acceptance or approval of that part of the Work to which such partial payment relates nor shall it relieve Vendor of any of its obligations hereunder with respect thereto.
c. Vendor shall promptly pay all bills for labor and/or material performed and furnished by others in connection with the performance of the Work.
d. Vendor shall maintain on a current basis complete books and records relating to this Agreement. By signing belowSuch records shall include, Finalsite but not be limited to, documents supporting all bids, income and Customer each agree expenditures. The books and records shall be original entry books with a general ledger itemizing all debits and credits for the work on this Agreement. In addition, Vendor shall maintain detailed payroll record including all subsistence, travel and field expenses, canceled checks and receipts and invoices for all items. These documents and records shall be retained for at least ten (10) years from the completion of this Agreement. Vendor will permit District to audit all books, accounts or record relating to this Agreement or all books, accounts or record of any business entities controlled by Vendor that participated in this Agreement in any way. Any audit may be conducted on Vendor's premises or, at District's option; another location. Vendor shall provide all books and records within fifteen (15) days upon receipt of written notice from District. Vendor shall refund any monies erroneously paid to the terms Vendor or charged to the District. If District ascertains that it has been billed erroneously by Vendor for an amount equaling 5% or more of the Agreement amount, Vendor shall be liable for the costs of the audit in addition to any other penalty to be imposed.
e. The acceptance of Final Payment shall constitute a waiver of all claims by the Vendor except those previously made in writing and conditions identified by the Vendor as unsettled at the time of the Final Request for payment.
f. District shall have the right to verify the details set forth in Vendor's ▇▇▇▇▇▇▇▇, certificates, and statements, either before or after payment therefor, by (1) inspecting the books and records of Vendor at mutually convenient times; (2) examining any reports with respect to this Project; (3) interviewing Vendor's business employees; (4) visiting any place where performance of all or a portion of the work occurs; and (5) other reasonable action.
g. In the event a federal grant or other federal financing participates in the funding of this Order agreement , the Vendor shall permit access to and grant any federal representatives the right to examine his books covering his work under this Agreement. The Vendor shall comply with federal requirements as they relate to this work .
h. For purposes of Texas Government Code §§ 2251.021(a)(1) and 2251.021(a)(2), the date the performance of service is completed, and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As date goods are received, is the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read date when the Statement of District's representative approves the invoice.
i. District shall not prepay for any Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline until it is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinescompleted.
Appears in 1 contract
Sources: Service Agreement
Payment Terms. 1In consideration for Services, Customer shall pay COMPANY fees, costs, rates and charges as provided in the applicable Order Form (the “Fees”). All fees In the event that Fees are not specified in an Order Form, Customer shall pay Fees for relevant HAProxy Edge CDN Service at COMPANY’s then-current rates. Upon performing of HAProxy Edge CDN Service or at milestones as set forth in an applicable Order Form, COMPANY shall invoice Customer for the initial year Fees then due. Fees may consist of this non-recurring charges (i.e. installation or setup fees) or recurring charges (i.e. monthly, quarterly or annual fees) as specified in an Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and Form. Any installation or setup fee shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in prior to the fee table above) Commencement Date. Any recurring charges shall be invoiced in advance for each applicable period. Fees for partial months may be pro-rated. Any deposit or other pre-payment shall be paid prior to the Commencement Date and applied as a credit to the final recurring charges of the respective Order Form. Unless otherwise set forth on a particular Order Form, Fees for HAProxy Edge CDN Service shall remain in effect for one (1) year from the Effective Commencement Date of this each specific Order or the first day of Year 1Form. Thereafter, whichever is latersuch Fees shall be subject to change upon sixty (60) days prior written notice to Customer. Except as otherwise set forth in an Order Form, and invoices shall be due and payable upon receipt thirty (30) days following submission of invoice; (iii) fees such invoice by COMPANY. In the event of termination of this Agreement or any applicable Order Form, Customer is obligated to pay COMPANY for each subsequent Year any HAProxy Edge CDN Service or expenses incurred prior to the effective date of the Initial Termsuch termination, and or for each Renewal Termany HAProxy Edge CDN Service pursuant to any non-terminated Order Form. Except as otherwise set forth in any applicable Order Form, Customer shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees responsible for any sales, service, value- added, use, excise, consumption and any other Servicestaxes and duties (whether international, national, state or local, however designated), now in force or enacted in the future, related to the HAProxy Edge CDN Service and/or Customer Works and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2web sites. Unless otherwise specified agreed by the parties in the Special Provisions abovewriting, this Fees set forth on any Order Form shall be renewed automatically exclusive of such taxes. Notwithstanding the foregoing, Customer shall have no obligation to pay income taxes of COMPANY. If a withholding tax applies to any fees for successive periods HAProxy Edge CDN Service pursuant to this Agreement, Customer may deduct such taxes and pay such taxes to the relevant taxing authority; provided that Customer shall provide COMPANY with an official receipt for such taxes withheld and agrees to notify COMPANY prior to payment, in writing that such withholding tax is required to be paid and Customer shall pay COMPANY any additional amounts to ensure that COMPANY receives the full amount of its invoice. If COMPANY has a legal obligation to pay or collect taxes for which Customer is responsible under this clause, the relevant amount shall be charged to and paid by Customer in addition to the amounts on such invoice, unless Customer provides COMPANY with a valid tax exemption certificate authorized by the appropriate taxing authority. The parties undertake to cooperate, where possible, to minimize the amount of withholding tax due by making advance clearance applications under the relevant double taxation treaties (5where applicable) years to the relevant tax authority to reduce the rate of withholding tax or exempt entirely this amount if applicable. In any event, Customer shall account for any tax withheld to the tax authorities on a timely basis. Customer’s equipment which is utilized by COMPANY in performance of the Services shall not be construed to be fixtures, and Customer is responsible for preparing and filing any necessary return with, and paying any and all taxes separately levied or assessed against Customer’s equipment to any governmental, quasi- governmental or tax authorities by the date such payments are due. All Fees paid to COMPANY for HAProxy Edge CDN Service shall be non-refundable. Credits shall only be available to Customer, if ever, in COMPANY’s sole and exclusive discretion, and provided Customer does not owe COMPANY any outstanding Fees and is not in breach or default of this Agreement. Such credits shall only be used to offset future charges for HAProxy Edge CDN Service and may not be sold, converted to cash or transferred to any third party, and shall expire on expiration or termination of the relevant Order Form and/or this Agreement. If Customer wishes to dispute any COMPANY invoice (each a “Renewal TermDisputed Invoice”), Customer must submit a good faith claim, in writing, regarding the Disputed Invoice with documentation as may reasonably be required to support the claim within sixty (60) after the expiration days of COMPANY’s submission of the Initial Term invoice. If Customer does not timely submit such a claim, Customer waives all rights to dispute such invoice and/or claim that it does not owe disputed amounts contained in the invoice and/or seek any set-offs or reimbursements or other amounts of any kind based upon or relating to such invoice. If Customer does not timely pay any invoice(s), Customer will also pay interest on the unpaid amount, from the date due, at the rate of two percent (2%) per month or the highest amount permitted by law, and Customer shall also pay COMPANY any subsequent Renewal Termcosts of collection (including reasonable attorney’s fees). Customer’s obligation to pay invoiced amounts is absolute and unconditional and not subject to offset, unless Client provides AITdefense or counterclaim. A breach of payment obligations shall be considered a material breach of the Agreement. COMPANY is permitted to suspend Services and/or delivery and/or use thereof until default is cured by payment in full. If default is not cured following invoice, or AIT provides Client, with a COMPANY may terminate the Agreement and/or any applicable Order Form by written notice to the contrary ninety (90) days prior Customer. Upon termination, COMPANY has no further obligation to deliver or allow use of or render HAProxy Edge CDN Service. No action, suit or proceeding arising out of this Agreement or any Order Form or concerning any invoice or other accounting hereunder or to the end period of time to which such invoice or accounting relates may be maintained against COMPANY unless commenced within one (1) year after the Initial Term date such invoice or Renewal Term, as applicableaccounting is delivered to Customer.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Master Agreement
Payment Terms. 1(A) ▇▇▇▇▇▇▇ Money Deposit in the amount of 2.5% of the base price and $ structural options at signing of this Agreement (“First Deposit”).
(B) Additional ▇▇▇▇▇▇▇ Money Deposit of 2.5% of the base price and $ structural options at the time of the Preconstruction Meeting (“Second Deposit”), which will take place approximately 3 weeks prior to the start of construction.
(C) Additional ▇▇▇▇▇▇▇ Money Deposit of 20% of the total of all decorative $ options (including, but not limited to, appliances, cabinetry, fixtures, flooring, and all other interior options) (“Options Deposit”), which will be added to the sales price. All fees This Options Deposit is also due from Buyer at the Preconstruction Meeting.
(D) The First Deposit, Second Deposit, and Options Deposit are sometimes collectively referred to herein as “Deposits”. The remaining balance of the Contract Price shall be paid to Seller at Settlement.
(E) Buyer hereby acknowledges that the terms of this agreement are not contingent or reliant upon any other occurrences, such as but not limited to Buyer’s qualification for financing, available financing terms, the sale or settlement of another property owned by Buyer, Buyer’s employment or income status, or the results of any property appraisal performed on behalf of Buyer or its agents.
(F) Buyer hereby acknowledges that no portion of the Contract Price will be placed into escrow for any reason as the work being performed by the Seller is on a custom basis and that each Dwelling Unit will have unique characteristics. This prohibition on escrow specifically prohibits the Buyer from escrowing funds for the initial year completion of any item within this Order shall be due as follows:
(i) Set Up fees shall be invoiced on Agreement, or any Addendum thereto, including but not limited to driveway installation or landscaping. Any Agreement item not completed by Seller at the Effective Date time of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order Settlement, including but not limited to driveway installation or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Termlandscaping, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced completed by Seller in accordance with the Master Terms or time periods enumerated within this Order and shall be due and payable upon receipt of invoiceAgreement, Seller’s Warranty and/or any Addendums thereto.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5G) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days Any Deposit paid prior to the end Settlement shall be NON-REFUNDABLE except as set forth in Paragraphs 1(C) and 23 hereof. The ONLY circumstance under which Buyer shall be entitled to a refund of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline Deposit is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesdefault by Seller as defined within this Agreement.
Appears in 1 contract
Sources: Agreement of Sale
Payment Terms. 1. All fees The Customers shall be given the choice to make payments for the initial year purchase of this Order the Product by way of online payments, cash on delivery or any other legal methods of payment as may be available on the Portal from time to time. The Company shall generate and provide to the Vendor fortnightly reports of the Products that are being delivered which reports shall contain details of the orders placed, the sale amounts invoiced, sales not delivered and hence RTO (return to origin) and any returns by the Customer as per the R&R Policy (as defined below in Clause 5) ("Reports"). It is hereby clarified that Company shall not be required to provide any other information (including any confidential information or any information about the Customers) to the Vendor vide such Reports or otherwise and any such information shall be due as follows:
the proprietary information of the Company. The payment of sale proceeds of the Products by the Company to the Vendor shall be on a fortnightly basis. At the expiry of every twenty (20) calendar days from a fortnight (each a "relevant fortnight"), the Company shall remit to the Vendor the sale proceeds of the Products which have been duly delivered to the Customers during a relevant fortnight after deducting there from (i) Set Up fees shall be invoiced the Company’s Margin on the Effective Date of this Order Products sold and shall be due and payable upon receipt of invoicedelivered to the Customers as agreed in the Vendor Agreement ("Margin"); (ii) fees for Year 1 any other costs incurred by the Company in relation to provision of other Services, as agreed under the Vendor Agreement (described in including without limitation the fee table aboveshipping charges, COD charges @ Rs. 50 (Rupees Fifty Only) shall be invoiced on the Effective Date of this Order or the first day of Year 1per item, whichever is later, and shall be due and payable upon receipt of invoiceadvertisement costs etc.); (iii) fees any adjustments for each subsequent Year any RTO and returns received from the Customers within three (3) months from the date of delivery of Products to a Customer; (iv) amounts due with respect to procurement of packaging material from the Initial Term, Company’s designated Vendor as per Clause 3(d) (iii) above (v) applicable tax collected as source as per GST laws whenever made effective and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicablevi) and shall be all other amounts due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced by the Vendor to the Company in accordance with these Terms & Conditions and/or the Master Terms or this Order and Vendor Agreement. The Marginretained by the Company shall be due subject to applicable with holding taxes(wherever applicable). Accordingly, the Company shall reimburse the TDS amount so deductible on the Margin to the Vendor (if and payable upon receipt of invoice.
2. Unless otherwise specified as agreed in the Special Provisions above, this Order Form Vendor Agreement). The Vendor shall be renewed automatically for successive periods of (5) years (each issue a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice TDS certificate to that effect to the contrary ninety Company within 30 (90thirty) days prior to of the end of a calendar quarter failing which the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. SalesVendor shall be liable to pay/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree reimburse to the terms and conditions of this Order and Company such TDS amount. The aforesaid amounts shall be adjusted in the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As ensuing fortnightly payment by the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read Company to the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesVendor.
Appears in 1 contract
Sources: Vendor Agreement
Payment Terms. 1. All fees for the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and 4.1 The Deposit is payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms Schedule and is non refundable in any event.
4.2 Invoices issued by RedSky IT are payable on standard credit terms of 14 days from date of invoice except where payment is conditional upon the performance of specified contractual terms, in which case payment is due upon performance.
4.3 Invoices in respect of the Fees relating to the licence of Software and ALF and will be issued prior to the date of supply of the Software
4.4 Invoices in respect of the ALF are issued 45 days in advance of contractual renewal and are payable within 30 days
4.5 All sums under this Agreement are exclusive of VAT or this Order and any other sales tax which may be applied from time to time (which shall be due payable at the current rate) and payable upon receipt of invoiceany other sales or similar taxes, customs duties or charges, for which the Client shall be responsible.
24.6 The Fees are exclusive of reasonable travelling expenses to and from the Client location(s) which will be payable by the Client in accordance with the provisions of this Agreement.
4.7 If the Client fails to make any payment due to RedSky IT under this Agreement by the due date for payment (due date), then the Client shall pay interest on the overdue amount at the rate prescribed under Late Payment of Commercial Debts (Interest) Act 1988 rate from time to time. Unless otherwise specified in Such interest shall accrue on a daily basis from the Special Provisions above, this Order Form shall be renewed automatically for successive periods due date until the date of (5) years (each a “Renewal Term”) after the expiration actual payment of the Initial Term and any subsequent Renewal Termoverdue amount, unless whether before or after judgment. The Client provides AIT, or AIT provides Client, shall pay the interest together with a the overdue amount.
4.8 RedSky IT may by such means as it chooses prevent further use of the Software by the Client if the Client fails to pay for the Fees within 6 weeks of the due date for payment. To the extent that RedSky IT exercise such right RedSky IT shall deliver written notice to the contrary ninety (90) Client no less than 48 hours before exercising such right.
4.9 All invoices shall be deemed correct and approved unless either manifest clerical error have been made or the Client sends written notice making a bona fide complaint within 14 days prior to the end of the Initial Term or Renewal Term, as applicableinvoice date specifying why the invoice is inconsistent with the provisions of this Agreement.
3. Unless otherwise specified4.10 All amounts payable under this Agreement will be payable without set-off, all dollars ($) are United States currencydeduction or counterclaim by the due date.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Terms and Conditions
Payment Terms. By using iTransact (“iTransact,” “we,” “our,” or “us”) payment processing services (“Payment Services”), you agree to be bound by the Terms of Service, these additional terms and conditions (“Payment Terms”) and all other terms, policies and guidelines applicable to the Services used. If you are using the Payment Services on behalf of a business or organization, that business or organization accepts these terms. Payment Services may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. Defined terms will have the same meaning as those found in the Terms of Service, unless otherwise re-defined herein.
27-1. All fees Our Role iTransact is a payment facilitator that allows you to accept Cards from customers for the initial year payment for goods and services. We are not a bank and do not offer banking services as defined by the United States Department of this Order shall be due as follows:
Treasury. Our Payment Services allow you to accept payments from any US-issued and most non-US issued credit, debit, prepaid, or gift cards (i“Cards”) Set Up fees shall be invoiced on bearing the Effective Date trademarks of this Order and shall be due and payable upon receipt of invoice; American Express Travel Related Services Company, Inc. (ii) fees for Year 1 “American Express”), DFS Services, LLC (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1“Discover”), whichever is later, and shall be due and payable upon receipt of invoice; MasterCard International Inc. (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable“MasterCard”) and shall be due Visa Inc. (“Visa”) (collectively, the “Networks”). You are not required to accept any card brand as a condition of receiving the Payment Services. We may remove or add Cards that we accept at any time without prior notice. In order to serve in this role, we must enter into agreements with Networks, processors and payable upon receipt of invoiceacquiring banks. Fees The Networks require that any person that signs up for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of an iTransact Account to use Payment Services (5) years (each a “Renewal TermSeller”) after the expiration and processes more than Network specified amounts of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, Cards sales (“Card Network Specified Amounts”) enter into an agreement directly with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of CustomeriTransact’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Termsacquiring banks. By signing belowaccepting or otherwise agreeing to these Payment Terms, Finalsite and Customer each you agree to the terms and conditions of this Order the Merchant Services Agreement for Sub-Merchants, effective as of the date you process such Card Network Specified Amounts. If you fail to agree to any Merchant Services Agreement for Sub-Merchants, we may suspend or terminate your iTransact Account. Similarly, if American Express considers you to be a high value customer, it may require that you maintain your agreement directly with American Express and designate iTransact as your agent for American Express payments. If that is the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contactcase, by initialing in this box, I agree on behalf we will notify you of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinessuch requirement.
Appears in 1 contract
Payment Terms. 1(a) Customer will pay SAIC monthly on a "time and materials" basis for labor expended and costs and expenses incurred, as hereinafter described. All fees SAIC will use good faith efforts to complete the Services and deliver the Deliverables within the estimated price ("Estimated Price") set forth in Exhibit B, but does not guarantee that the Services can be completed or the Deliverables can be delivered within the Estimated Price.
(b) Customer shall pay to SAIC for labor expended in performing the Services an amount computed by multiplying the applicable hourly billing rate set forth in Exhibit B by the number of hours worked. Fractional parts of an hour shall be payable on a prorated basis.
(c) In addition to paying for labor expended, Customer shall reimburse SAIC for the initial year cost of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order all goods and shall be due and payable upon receipt of invoice; (ii) fees materials purchased exclusively for Year 1 (described use in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with performing the Services or the fees due therefor.
5. Except as otherwise specified in this Orderwhich are incorporated into any Deliverable, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project teamall reasonable travel expenses and miscellaneous out-of-pocket expenses incurred in performing the Services. I understand that Such costs and expenses shall be subject to the project timeline administrative and overhead charge provided in Exhibit B.
(d) Customer shall have no obligation to pay SAIC more than the Estimated Price. SAIC shall have no obligation to provide labor or incur costs or expenses having a combined value more than the Estimated Price, even if the Services have not been completed or the Deliverables delivered, or the results desired by Customer have not been achieved. The parties may, by mutual written agreement, increase the Estimated Price.
(e) Customer shall make an initial payment of working capital to SAIC of $200,000 within 30 days of contract award and shall there after replenish the level of working capital by making payments according to the schedule and provisions of Exhibit B. Customer shall provide this amount until such time as SAIC has been paid the amount of $6,800,000. Thereafter, SAIC shall draw down on the working capital until the Not To Exceed Amount of $7,7000,00 is expended. SAIC shall have a good faith estimate which is dependent onlien upon and may retain or repossess any and all Deliverables if Customer does not make payment in full to SAIC.
(f) Invoiced amounts are immediately due and payable by either electronic funds transfer (EFT) or by mail to the following location(s): If Customer has EFT capabilities, among use the following address: Science Applications International Corporation Bank of America San Francisco Account No. 14520-00006 ABA No. 121000358 Telegraphic Abb▇▇▇▇▇▇▇▇▇: BNKAMER Reference: Project Number(s) and Invoice Numbers(s) If Customer does not have EFT capabilities, use the following address: Science Applications International Corporation File No. 2570 Los Angeles, CA ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇▇▇▇▇r(s) and Invoice Numbers(s)
(g) If Customer fails to pay the total amount of an invoice within thirty (30) days of such invoice, interest compounded at the rate of one percent (1%) per month shall be charged on all amounts unpaid and outstanding. If Customer fails to make any payment to SAIC as required hereunder, SAIC shall have the right, exercisable in SAIC's sole discretion, in addition to its other factorsrights and remedies, Customer’s ability to meet respective Customer tasks and deadlinescease further performance of the Services hereunder.
(h) Bill To Address. The invoice will be mailed to: Ocean Power 5000 Robert J. Matthews Parkway El Dorado ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Appears in 1 contract
Payment Terms. 1. (a) All fees for accrued and unpaid fees, expenses, default interest, costs and any other amounts due from the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and Customer shall be due and payable (i) on the date set forth herein or, if no date is set forth herein, upon receipt demand by WFBC, and (ii) on the Final Termination Date. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of invoicetime shall in such case be included in the computation of the fees, expenses, interest, costs and any other amounts due hereunder, as the case may be.
(b) All amounts to be paid by or deposited hereunder will be paid or deposited not later than 1:00 p.m. (Denver, Colorado time) on the day when due in same day funds. All computations of interest and fees shall be calculated for the actual days elapsed based on a 360 day year.
(c) Amounts due to WFBC hereunder shall be remitted to WFBC in United States Dollars.
(d) The Customer shall pay, as a full recourse obligation, all fees, interest, costs and expenses, including all amounts payable under Section 11.07.
(e) The Customer will pay on demand to WFBC interest (before and after default and before and after judgment, with interest on overdue interest at the same rate) on all amounts not paid to or deposited when due hereunder (other than amounts due under Section 3.10(b)) at a rate equal to LIBOR plus six and three quarters of one percent (6.75%) per annum calculated daily.
(f) The Customer will make all payments required to be made by it hereunder without deduction or setoff regardless of any defense or counterclaim.
(g) The Customer acknowledges that (i) WFBC may maintain records of the Purchased Amount, all Purchased Accounts, all proceeds of Collateral and all amounts paid by the Customer to WFBC hereunder, including all fees, interest, costs and expenses; (ii) fees for Year 1 (described in the fee table above) shall such records shall, absent manifest error, be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, conclusive evidence thereof and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year the failure of WFBC to maintain any such records shall not limit or otherwise affect the obligations of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereforrights and remedies of WFBC hereunder or under any Related Document.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Account Purchase Agreement (Broadwind Energy, Inc.)
Payment Terms. 1(a) Licensee shall pay Licensor all amounts in U.S. dollars, except as expressly permitted by Section 3.7(c). All fees for the initial year of this Order Any amount not actually received by Licensor within thirty (30) calendar days from being due shall be due as follows:subject to interest at the rate of 1% per month, in addition to any other recourse Licensor may have.
(ib) Set Up fees On or prior to the Effective Date, Licensee shall deliver the Non-Refundable Prepayment to Licensor by wire transfer in immediately available funds to an account of Licensor designated in writing by Licensor to Licensee. The Non-Refundable Prepayment shall be invoiced on applied first against any Annual Royalty payments due to Licensor until the Effective Date entire Non-Refundable Prepayment has been fully used and credited by Licensor against Annual Royalty payment obligations of this Order Licensee hereunder, and only after the full use, crediting and exhaustion of the entire Non-Refundable Prepayment shall Licensee be due and payable upon receipt of invoice; (ii) fees permitted, pursuant to Section 3.7(c), to issue Secured Notes as payment for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or any Annual Royalties owed by Licensee. On the first business day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of Royalty Period during the Initial Term, Licensor shall, without further action or consent of the Licensee, use, apply and credit to the extent not previously used, applied or credited, the Non-Refundable Prepayment against the Annual Royalties for each Renewal the applicable Royalty Period. An amount equal to one million six hundred and fifty thousand dollars ($1,650,000) shall be used, applied and credited on the Effective Date.
(c) After Licensor has fully applied and credited the full Non-Refundable Prepayment against Annual Royalty payments due by Licensee hereunder, Licensee may, thereafter, elect during the Initial Term, shall be invoiced on the commencement of such Year or Renewal Term (if, but only if, its cash balances, as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days quarter end immediately prior to the end of date for the Initial Term or Renewal TermRoyalty Period to which an unpaid Annual Royalty relates, as applicable.
3. Unless otherwise specified, all was less than thirty million dollars ($30,000,000), to pay its Annual Royalties by delivering Secured Note(s) are United States currencyto Licensor.
4. Sales/VAT Tax: If applicable(d) In no event shall any amount paid hereunder by Licensee (or applied or credited for its benefit) be returnable or refundable (whether in whole or in part) to it for any reason, including, without limitation, in the event of (i) any abandonment, determination not to enforce, transfer (subject, in the case of any transfer, to the rights of Licensee hereunder), or other disposition by Licensor of any Licensed FLT Patents, (ii) cancellation by a copy court of Customer’s Sales/VAT Tax Direct Pay Certificate final jurisdiction of any Licensed FLT Patents, (iii) final invalidation or its Sales/VAT Tax Exemption Certificate must modification of claims (whether in whole or in part), by any competent authority, of any Licensed FLT Patents, (iv) termination or expiration of this Agreement specifically including without limitation for the reasons set forth in Section 5.3(c), or (v) Licensee Net Sales below the threshold necessary for the Non-Refundable Prepayment to be returned with this Order Form. Otherwisefully used, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services applied or the fees due thereforcredited.
5(e) Licensee shall make all its payments under this Agreement without any tax deduction, unless a tax deduction is required by law. Except as otherwise specified in Tax deduction could be a deduction or withholding for or on account of tax from a payment under this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesagreement.
Appears in 1 contract
Sources: Patent License Agreement (Uni-Pixel)
Payment Terms. 1. All fees for (a) Borrower shall have the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1right, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end Maturity Date, to prepay the unpaid principal balance of the Initial Term Note without premium or Renewal Termpenalty, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to upon the terms and conditions governing the prepayment of this Order indebtedness to be set forth in definitive loan documents.
(b) Any prepayment, whether voluntary or involuntary, shall be applied first to any accrued and unpaid interest under the Note up to the date of such prepayment, and then to any other sums which may be payable to Lender under the Loan Documents up to the date of such prepayment, and then to the outstanding principal balance of the Note, any such prepayment applied to principal shall be applied to the principal portions of installments due under the Note in the inverse order of their maturity, and the Master Termsacceptance of any such prepayment when there is an event of default in existence under any of the Loan Documents shall not constitute a waiver, release or accord and satisfaction thereof or of any rights with respect thereto by ▇▇▇▇▇▇.
(c) The Note shall provide for a late payment charge of four (4%) percent of any principal, interest or other amount not paid when due, and a rate of interest after the occurrence of an event of default under the Loan Documents ("Default Rate") of four (4%) percent in excess of the interest rate then payable under the Note pursuant to paragraph 2 above.
(d) ▇▇▇▇▇▇▇▇ shall reimburse Lender for any and all fees, costs and expenses Lender may incur in connection with making, disbursing, administering and enforcing the Loan contemplated hereby. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As Without limitation of any provisions set forth herein or in the Customer ContactLoan Documents, Borrower shall indemnify, defend and save and hold harmless Lender of, from and against any and all loss, cost, expense, damage and liability which Lender or ▇▇▇▇▇▇'s affiliates may suffer, sustain or incur by initialing in this boxreason of, I agree on behalf or arising out of Customer that I have read Borrower's breach, violation or default under, or other failure to timely and fully pay and perform its obligations under the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesLoan.
Appears in 1 contract
Payment Terms. 1. All fees The fee for the initial year Services is $13,140.00. The Customer shall pay upon completion of each task. SŌLitude shall invoice the Customer following completion of each Service. If the entire contract cannot be signed at this Order shall be due time, please sign the Task 1: Permit Application Approval (this will allow SŌLitude to start compiling the permit application to submit to the State as follows:
(iearly as possible. Work on permitting will not begin until written permission is given). Task 1: Permitting $1,490.00 Task 2: Herbicide Treatment $7,950.00 Task 3: Residue Sampling $2,600.00 Task 4: Post-Treatment Survey(s) Set Up fees shall be invoiced $500.00 Task 5: State Reporting $600.00 For any work completed or materials in storage on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to customer’s behalf at the end of each month, the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite company will invoice and the customer will be responsible for paying the percent of the total work completed as of that date, less any previous deposit paid. Should the work performed be subject to any local, state, or federal jurisdiction, agency, or other organization of authority for sales or other taxes or fees in addition to those expressly covered by this contract, customer will be invoiced and responsible for paying said additional taxes in addition to the fee above. Customer agrees to pay all invoices within thirty (30) days of invoice date. The Customer will be liable for any returned check fees and any collection costs, including reasonable attorney fees and court costs, for any invoices not otherwise timely paid, and interest at the rate of 1% per month may be added to all unpaid invoices. Company shall be reimbursed by the Customer for applicable salesany non-routine expenses, use and administrative fees, compliance fees, or any other transactional taxes due in connection with similar expense that are incurred as a result of requirements placed on the Services Company by the Customer that are not covered specifically by the written specifications of this contract. Competitively Sensitive & Proprietary Materials – The information contained herein is the intellectual property of SŌLitude Lake Management. Recipient may not disclose to any outside party any proprietary information, processes, or the fees due therefor.
5. Except as otherwise specified pricing contained in this Order, fees are subject document or any of its attachments without the prior written consent of SŌLitude Lake Management. This document is provided to increase the recipient in accordance with good faith and it shall be the applicable provisions responsibility of the Master Terms. By signing below, Finalsite and Customer each agree recipient to keep the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesinformation contained herein confidential.
Appears in 1 contract
Sources: Services Agreement
Payment Terms. 1. All fees for The parties agree to substitute Subsections 5(A) and 5(B) of the initial year of this Order shall be due ISA to read in their entirety as follows:
(iA) Set Up fees Payment MCI ▇▇▇▇▇▇▇▇ for Switched Services hereunder are made on a monthly basis (or such other basis as may be mutually agreed to by the parties) following Start of Service. Subject to Subsection 5(0) below, Switched Services shall be invoiced billed at the rates set forth in the applicable Attachment(s). Discounts, if any, applicable to the rates for certain Services are set forth in the applicable Attachment(s). Customer will pay all undisputed charges relative to each MCI invoice for Switched Services within * of the invoice date set forth on each MCI invoice to Customer (collectively, the "Due Date"). If payment is not received by MCI on or before the Due Date, Customer shall also pay a late fee in the amount of the lesser of one and one-half percent (11/2%) of the unpaid balance of the charges for Switched Services rendered per month or the maximum lawful rate under applicable state law. Commencing with the Effective Date and continuing through the end of this Order and shall be due and payable upon receipt of invoice; the Service Term, Customer agrees to provide MCI (iia) fees for Year 1 unaudited financial statements within thirty (described in the fee table above30) shall be invoiced on the Effective Date of this Order or the first day of Year 1days following each month, whichever is later(b) "reviewed" financial statements within forty-five (45) days following each quarter, and shall be due and payable upon receipt of invoice; (iiic) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary audited financial statements within ninety (90) days prior to following the end of the Initial Term or Renewal Term, as applicableeach of Customer's fiscal years. * Designates information which has been filed on a confidential basis.
3(B) Taxes Customer acknowledges and understands that MCI computes all charges herein exclusive of any applicable federal, state or local use, excise, gross receipts, sales and privilege taxes, duties, fees or similar liabilities (other than general income or property taxes), whether charged to or against MCI or Customer because of the Switched Services furnished to Customer ("Additional Charges"). Unless otherwise specifiedCustomer shall pay such Additional Charges in addition to all other charges provided for herein. Customer will not be liable for certain Additional Charges if Customer provides MCI with an appropriate exemption certificate. Provided, all dollars to the extent Customer is not an "end user" of the Services provided hereunder, with respect to any Additional Charges which are assessed solely on MCI's end users ($) are United States currency.
4"End User Charges"), MCI agrees not to assess Customer such End User Charges. Sales/VAT Tax: If applicableProvided, however, in the event MCI is required to collect End User Charges from Customer, Customer agrees to pay MCI such End User Charges unless Customer provides MCI a copy written certification, signed by an officer of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice that Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereforhas directly paid such End User Charges.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Program Enrollment Terms (Amerivision Communications Inc)
Payment Terms. 1Full payment, including any applicable tax, is due in advance or at show site. All fees payments must be in U.S. funds and all checks must be drawn on a U.S. bank. Orders received without advance payment or after the deadline date will incur additional After Deadline charges as indicated on each order form. All materials and equipment are on a rental basis for the initial year duration of this Order shall the show or event and remain the property of ▇▇▇▇▇▇▇ except where specifically identified as a sale. All rentals include delivery, installation, and removal from EXHIBITOR’S booth. In case of cancellation of any orders or services by EXHIBITOR, a one-hour “per person, per hour” charge will be due as follows:
(i) Set Up applied for all labor orders that are not canceled in writing at least 24 hours prior to the scheduled start time. If Prestige Carpet, Custom-Cut Carpet, Modular Rental Exhibits and any other custom-order items or services have already been provided at the time of cancellation, fees shall will remain at 100% of the original charge. If the Show or Event is canceled because of reasons beyond ▇▇▇▇▇▇▇’▇ control, EXHIBITOR remains responsible for all charges for services and equipment provided up to and including the date of cancellation. ▇▇▇▇▇▇▇ will not issue refunds to EXHIBITOR of any payments made before the date of cancellation. It is EXHIBITOR’S responsibility to advise the ▇▇▇▇▇▇▇ Service Center Representative of problems with any orders, and to check the EXHIBITOR’S invoice for accuracy prior to the close of the Show or Event. If EXHIBITOR is exempt from payment of sales tax, ▇▇▇▇▇▇▇ requires an exemption certificate for the State in which the services are to be invoiced on used. Resale certificates are not valid unless EXHIBITOR is rebilling these charges to its customers. For International EXHIBITORS, ▇▇▇▇▇▇▇ requires 100% prepayment of advance orders, and any order or services placed at show site must be paid at the Effective Date show. For all others, should there be any pre-approved unpaid balance after the close of this Order and shall the show; terms will be net, due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1DALLAS, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable TEXAS upon receipt of invoice. Fees for Effective 30 days after invoice date, any other Servicesunpaid balance will bear a FINANCE CHARGE at the lesser of the maximum rate allowed by applicable law, or 1.5% per month, which is an ANNUAL PERCENTAGE RATE of 18%, and for reimbursable expensesfuture orders will be on a prepaid basis only. If any finance charge hereunder exceeds the maximum rate allowed by applicable law, the finance charge shall automatically be reduced to the maximum rate allowed, and any excess finance charge received by ▇▇▇▇▇▇▇ shall be invoiced in accordance either applied to reduce the principal unpaid balance or refunded to the payer. If past due invoices or invoice balances are placed with a collection agency or attorney for collection or suit, EXHIBITOR agrees to pay all legal and collection costs. THESE PAYMENT TERMS AND CONDITIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. In the Master Terms event of any dispute between the EXHIBITOR and ▇▇▇▇▇▇▇ relative to any loss, damage, or this Order claim, such EXHIBITOR shall not be entitled to and shall not withhold payment, or any partial payment, due to ▇▇▇▇▇▇▇ for its services, as an offset against the amount of any alleged loss or damage. Any claims against ▇▇▇▇▇▇▇ shall be considered a separate transaction, and shall be due resolved on its own merits. ▇▇▇▇▇▇▇ reserves the right to charge EXHIBITOR for the difference between the EXHIBITOR’S estimate of charges and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AITactual charges incurred by EXHIBITOR, or AIT for any charges that ▇▇▇▇▇▇▇ may be obligated to pay on behalf of EXHIBITOR, including without limitation, any shipping charges. If EXHIBITOR provides Clienta credit card for payment and charges are rejected by the EXHIBITOR’S credit card company for any reason, with a written ▇▇▇▇▇▇▇ hereby provides notice that it reserves the right, and EXHIBITOR authorizes ▇▇▇▇▇▇▇, to continue to attempt to secure payment through that credit card for as long as unpaid balances remain on the contrary ninety (90) days EXHIBITOR’S account. Claims will not be considered, or adjustments made unless filed in writing, by Exhibitor, prior to the end close of the Initial Term event. ▇▇▇▇▇▇▇ is not responsible for any damage or Renewal Termloss caused by the loss of power beyond its control and Exhibitor agrees to hold ▇▇▇▇▇▇▇, its officers, directors, employees and agents harmless from such power loss. IN NO EVENT SHALL ▇▇▇▇▇▇▇ BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR OTHERWISE. Exhibitor shall indemnify and hold harmless ▇▇▇▇▇▇▇, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorneys’ fees) arising out of or in any way connected with Exhibitor’s actions or omissions under this Agreement. EXHIBITOR shall be responsible for the performance of labor provided under this option. It is the responsibility of EXHIBITOR to supervise labor secured through ▇▇▇▇▇▇▇ in a reasonable manner as applicable.
3to prevent bodily injury and/or property damage and also to direct them to work in a manner that is in compliance with ▇▇▇▇▇▇▇’▇ Safe Work Rules and/or Federal, State, County and Local ordinances, rules and/or regulations, including but not limited to Show or Facility Management rules and/or regulations. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy It is the responsibility of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due EXHIBITOR to check in connection with the Services Service Desk to pick up labor, and to return to the Service Desk to release labor when the work is completed. EXHIBITOR agrees to indemnify, hold harmless, and defend ▇▇▇▇▇▇▇ from and against any and all demands, claims, causes of action, fines, penalties, damages, liabilities, judgments, and expenses (including but not limited to reasonable attorneys’ fees and investigation costs) for bodily injury, including any injury to ▇▇▇▇▇▇▇ employees, and/or property damage arising out of work performed by labor provided by ▇▇▇▇▇▇▇ but supervised by EXHIBITOR. Further, the EXHIBITOR’S indemnification of ▇▇▇▇▇▇▇ includes any and all violations of Federal, State, County or the fees due therefor.
5. Except Local ordinances, "Show Regulations and/or Rules" as otherwise specified published and/or set forth by Facility or Show Management, and/or directing labor provided by ▇▇▇▇▇▇▇ to work in this Order, fees are subject to increase in accordance with the applicable provisions a manner that violates any of the Master Termsabove rules, regulations, and/or ordinances. By signing below, Finalsite PLEASE REFER TO ▇▇▇▇▇▇▇’▇ "MATERIAL HANDLING TERMS & CONDITIONS" AS IT RELATES TO MATERIAL HANDLING SERVICES AND TO THE "SERVICE REQUEST & SHIPPING INSTRUCTIONS CONTRACT" AS IT RELATES TO TRANSPORTATION SERVICES. CONTRACT TERMS DEPEND ON THE NATURE OF SERVICES SECURED BY EXHIBITOR THROUGH ▇▇▇▇▇▇▇. TERMS & CONDITIONS MAY VARY FOR EACH TYPE OF SERVICE ORDERED THROUGH ▇▇▇▇▇▇▇. F This Contract establishes your legal obligations with regard to the property described herein being shipped with ▇▇▇▇▇▇▇ Transportation. It specifically limits your rights and Customer each possible recovery if your property is lost or damaged. You must accept all terms and conditions of this Contract. You confirm that you have read and agree to with all the terms and conditions of this Order Contract by receipt without contest. This Contract may not be waived or varied, except in writing, and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, then only by initialing in this box, I agree on behalf an authorized representative of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines▇▇▇▇▇▇▇.
Appears in 1 contract
Sources: Material Handling Agreement
Payment Terms. 1a) Terms are net 30 days on all Goods from the date of Seller’s invoice unless otherwise agreed in writing. A daily finance charge of 18% per annum, not to exceed the maximum rate allowed by law, shall be made on any portion of Buyer’s outstanding balance which is not paid within thirty (30) days from the date of invoice. Payment shall not be deemed to have been received by Seller unless and until the respective amounts have been finally credited to ▇▇▇▇▇▇. All bank fees for the initial year of this Order and charges shall be borne by ▇▇▇▇▇. The receipt and acceptance by Seller of partial payment shall not constitute a waiver of any Seller’s rights set forth herein or provided by law, including, without limitation, the right to cancel.
b) If Seller, in its reasonable discretion, determines that the financial condition of Buyer at any time jeopardizes Buyer’s ability to perform any of its obligations towards Seller, Seller may require cash in advance, cash payment on delivery, immediate payment of the entire balance, and/or additional security satisfactory to it. ▇▇▇▇▇’s failure to timely and fully to pay an invoice shall operate to make all other outstanding invoices of Seller to Buyer immediately due as follows:
(i) Set Up fees and payable, and at the discretion of Seller, shall be invoiced on the Effective Date grounds for cancellation of this Order and any further performance by Seller.
c) Any collection expenses incurred by Seller shall be borne by ▇▇▇▇▇. Such collection expenses shall include Seller’s reasonable costs and expenses (including attorney’s fees and court costs) for pursuing, searching for, receiving, taking, keeping, storing, advertising and selling Goods as well as any deficiency resulting from a sale of Goods. The reasonable costs and expenses (including attorney’s fees and court costs) of Seller incurred in any defense against third party claims to Goods shall also become part of Buyer’s indebtedness to Seller.
d) In addition to the foregoing provisions, and in addition to any other remedies it may have under these Terms or under applicable law, if Buyer fails to make payment when due, Seller may repossess Goods and put the same into storage, at Buyer’s expense, or dispose of Goods as Seller, in its sole discretion, deems practicable under the circumstances. Buyer hereby authorizes Seller or its agent to enter the premises of Buyer for such purposes and to do such acts and things relating thereto (e.g., bringing in manpower, rigging and lifting equipment, etc.).
e) Buyer shall not withhold payment of any amounts due and payable upon receipt by reason of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date any set-off of this Order any claim or the first day of Year 1dispute with ▇▇▇▇▇▇, whichever is laterwhether relating to Seller’s breach, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year bankruptcy or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceotherwise.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Payment Terms. 1(a) When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. All fees for the initial year Customer must promptly notify LambdaTest of this Order shall be due as follows:
any change in its invoicing address and must update its account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES LAMBDATEST OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (iE.G. MONTHLY OR YEARLY) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoiceBASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (iib) fees for Year 1 ANY AND ALL APPLICABLE TAXES; AND (described in c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER’S USE OF THE LAMBDATEST SERVICES. The Authorization continues through the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, applicable Subscription Term and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or any Renewal Term (as applicabledefined in Section 7.1(b), below) until Customer cancels as set forth in Section 7.2.
(b) LambdaTest will provide billing and shall usage information in a format we choose, which may change from time to time. LambdaTest reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. Customer agrees to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If Customer does not bring such problems/discrepancies to our attention within thirty (30) days, it agrees to waive its right to dispute such problems or discrepancies.
(c) Except as expressly set forth anywhere in these Terms, all fees are non-refundable. Customer is required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of LambdaTest. Customer hereby confirms that LambdaTest can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for Tax purposes. Customer must make all payments without any setoffs, withholdings, or deduction of any kind. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by LambdaTest to collect any amount that is not paid when due. Amounts due to LambdaTest may not be withheld or offset by Customer for any reason against amounts due or asserted to be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoicefrom LambdaTest.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Terms of Service
Payment Terms. 1(a) Customer will pay SAIC on a “time and materials” basis for labor expended and costs and expenses incurred, as hereinafter described. All fees SAIC will use good faith efforts to complete the Services and deliver the Deliverables within the estimated price (“Estimated Price”) set forth in Exhibit B, but does not guarantee that the Services can be completed or the Deliverables can be delivered within the Estimated Price.
(b) Customer shall pay to SAIC for labor expended in performing the Services an amount computed by multiplying the applicable hourly billing rate set forth in Exhibit B by the number of hours worked. Fractional parts of an hour shall be payable on a prorated basis.
(c) In addition to paying for labor expended, Customer shall reimburse SAIC for the initial year cost of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order all goods and shall be due and payable upon receipt of invoice; (ii) fees materials purchased exclusively for Year 1 (described use in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with performing the Services or the fees due therefor.
5. Except as otherwise specified in this Orderwhich are incorporated into any Deliverable, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for all reasonable travel expenses and miscellaneous out-of-pocket expenses incurred in performing the Services. Such costs and expenses shall be subject to the administrative and overhead charge provided in Exhibit B.
(d) Customer shall have no obligation to pay SAIC more than the Estimated Price. SAIC shall have no obligation to provide labor or incur costs or expenses having a combined value more than the Estimated Price, even if the Services have not been completed or the Deliverables delivered, or the results desired by Customer have not been achieved. The parties may, by mutual written agreement, increase the Estimated Price.
(e) Customer shall make payment to SAIC according to the schedule and provisions of Exhibit B. SAIC shall have a lien upon and may retain or repossess any and all Deliverables if Customer does not make payment in full to SAIC.
(f) Invoiced amounts are immediately due and payable by either electronic funds transfer (EFT) or by mail to the following location(s): Science Applications International Corporation Citibank, N.A. 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Account No. 3▇▇▇▇▇▇▇ ABA No. 0▇▇▇▇▇▇▇▇ Reference: VIRNETX-05-001 Science Applications International Corporation P.▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Reference: VIRNETX-05-001
(g) If Customer’ s action or inaction results in non-receipt of payment by SAIC for the total amount of an invoice within thirty (30) days of such invoice, interest compounded at the rate of one percent (1%) per month shall be charged on all amounts unpaid and outstanding. If Customer’s project teamaction or inaction results in non-receipt of payment by SAIC, SAIC shall have the right, exercisable in SAIC’s sole discretion, in addition to its other rights and remedies, to cease further performance of the Services hereunder.
(h) B▇▇▇ To Address. I understand that the project timeline is a good faith estimate which is dependent onThe invoice will be mailed to: Address 1▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.▇▇ ▇▇▇▇▇ Attn: K▇▇▇▇▇▇ ▇▇▇▇▇▇ Phone: 8▇▇-▇▇▇-▇▇▇▇ Fax: 8▇▇-▇▇▇-▇▇▇▇
Appears in 1 contract
Payment Terms. 1. All fees Upon shipment of any Products to the applicable Purchaser, Supplier shall issue an invoice for the initial year Products for payment by the applicable Purchaser and Travel Expenses (as defined below). Any Purchaser’s obligation to pay and the timing for the same shall be contained in such agreement with any given Purchaser. Customer shall request Purchasers to pay undisputed invoiced amounts within thirty (30) days after the later of Customer’s receipt of the applicable invoice or receipt of the Products. If Customer disputes an invoice in good faith, Customer shall not be in default of this Order Agreement or any applicable Purchase Schedule. Except to the extent expressly provided in a Purchase Schedule, the prices of the Products shall be due inclusive of all taxes levied or assessed, including, but not limited to, any applicable sales taxes; provided, however, in no event shall Customer be responsible for Supplier’s franchise taxes, taxes based on Supplier’s franchise taxes, income taxes, business and license taxes, margin taxes, profit taxes, inheritance taxes, intangible taxes, transfer taxes, gross receipts taxes, settlement taxes, gift taxes, or property taxes, or any penalties associated with Supplier’s failure to properly remit taxes. Except to the extent expressly provided in a Purchase Schedule, Customer shall not be responsible for any additional costs or expenses that Supplier may incur, including, but not limited to, any costs incurred or imposed by compliance with Laws (as follows:
(idefined below) Set Up fees shall be invoiced on related to the Effective Date manufacturing, production, packaging, storage, transportation, shipment, and/or sale of this Order the Products and shall be due Supplier’s expenses for labor, overtime, capital, equipment and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1materials required to process, whichever is laterpackage, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year store the Products. If Supplier may incur travel or lodging expenses in connection to its performance of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term work under a Purchase Schedule (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal TermTravel Expenses”) after for which Supplier seeks reimbursement from Customer, Supplier shall first obtain the expiration prior written consent of the Initial Term Customer to such amounts and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days purposes prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Travel Expenses being incurred and shall abide by Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Formthen-in-effect reasonable travel policy. OtherwiseTo the extent that any amounts are owed by Supplier to Customer, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due thereformay offset amounts invoiced by such owed amounts.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Supplier Terms and Conditions
Payment Terms. 1. All 9.1 Payments for advertising and all other fees for payable by the initial year of this Order Buyer shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described paid by cash in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term advance to MPL and/or any other Mediacorp Entity (as applicable) and the case may be), unless the Buyer is an Accredited Agency, in which case the Buyer shall be due and payable upon receipt make payment within 30 days from the date of invoice. Fees for For the avoidance of doubt, invoices may be issued by MPL and/or any other ServicesMediacorp Entity at their sole discretion, and for reimbursable expensesat any time whether before or after the broadcast or publication of the advertisements in question, and the Buyer shall be invoiced pay all advertising fees to MPL and/or any other Mediacorp Entity in accordance with the Master Terms or this Order and invoices issued by MPL and/or any other Mediacorp Entity.
9.2 The Buyer shall be due liable to pay all advertising fees incurred through bookings with the Mediacorp Entities. Failure of payment shall render the Buyer liable for all sums due, together with all legal costs on an indemnity basis incurred in collecting such sums. Where the Buyer is an Accredited Agency, MPL and payable the other Mediacorp Entities shall be entitled to claim against the Banker’s Guarantee(s) furnished by the Buyer to any Mediacorp Entity upon receipt breach of invoicethe Buyer’s payment obligations herein, without prejudice to any other right or remedy which the Mediacorp Entities may have hereunder, under law, in equity or otherwise.
2. Unless otherwise specified 9.3 Advertising fees shall be charged based on the rates set out in the Special Provisions above, this Order Form shall rate cards for each media platform. These rates may be renewed automatically for successive periods changed at any time without prior notice and are exclusive of (5) years (each a “Renewal Term”) after the expiration of the Initial Term any applicable goods and services tax and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice other taxes and/or duties which may from time to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must time be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase imposed in accordance with applicable laws. All such taxes and duties shall be payable by the applicable provisions Buyer in addition to the rates.
9.4 All payments to be made by the Buyer shall be made free and clear of and without deduction or deferment in respect of any demand, set-off, counter claim or other dispute or in respect of any foreign withholding or other taxes or duties of any nature. If the Buyer is required by law to make any deduction or withholding from any amount payable, it shall increase the amount payable so as to ensure that MPL and/or the relevant Mediacorp Entity receives, and is entitled to retain, after such deduction or withholding, a sum which it would have received and be entitled to retain had that deduction or withholding not been required.
9.5 Without prejudice to the rights, powers and remedies of the Master TermsMediacorp Entities at law, in equity or otherwise, interest at the rate of 1% per month or the maximum rate of interest permitted under applicable laws (whichever shall be the lower) shall be payable on any money that is due but unpaid by the Buyer. By signing belowSuch interest shall be computed from the due date for the payment until full payment is received.
9.6 Whenever any sum of money shall be recoverable from or payable by the Buyer under any advertising agreement with MPL and/or any other Mediacorp Entities, Finalsite and Customer each agree the same may be deducted from any sum then due or which at any time thereafter may become due to the terms Buyer under the same advertising agreement or any other contract with MPL or any other company within the Mediacorp group of companies. Exercise by MPL and/or any other Mediacorp Entities of their rights under this Clause shall be without prejudice to any other rights or remedies available to MPL and/or such other Mediacorp Entities under the relevant advertising agreement, or otherwise howsoever, at law or in equity.
9.7 Where the Buyer is an advertising agency, if there is any payment outstanding under an advertising agreement with MPL and/or any other Mediacorp Entity and conditions such payment is not paid when due, then without prejudice to any other rights which MPL and/ or the relevant Mediacorp Entity may have against the Buyer, MPL and/or the relevant Mediacorp Entity shall have the right to notify the advertiser of this Order the outstanding amount and claim such outstanding amount directly from the advertiser. In such event, the Buyer shall procure the advertiser to pay MPL and/or the relevant Mediacorp Entity directly, and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As Buyer shall assign to MPL and/or the Customer Contact, by initialing in this box, I agree on behalf relevant Mediacorp Entity any and all rights the Buyer has to receive payment of Customer that I have read such outstanding amounts from the Statement of Work ('SOW') advertiser and understand procure the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability advertiser to meet respective Customer tasks and deadlinesconsent to such assignment.
Appears in 1 contract
Sources: General Terms & Conditions
Payment Terms. 1. All fees for the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (53) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety thirty (9030) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Finalsite Order
Payment Terms. 1(a) For all payments due under this Agreement, OXB shall provide Client with an invoice for the amount due. Such invoices shall be sent to one of the following addresses as appropriate: Attn: Accounts Payable, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇ or such other address as may be requested by Client from time to time by notice in writing. All fees for the initial year of this Order shall be due as followsinvoices must contain:
(i) Set Up fees shall be invoiced on the Effective Date of this Order OXB’s name and shall be due and payable upon receipt of invoice; address;
(ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this relevant Purchase Order or the first day of Year 1number and invoice number, whichever is later, and shall be due and payable upon receipt of invoice; if applicable;
(iii) fees OXB’s VAT number, if applicable; and
(iv) OXB’s bank account information and instructions for each subsequent Year of the Initial Termpayment (e.g. wire, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal TermACH), as applicable.
3(b) Client shall pay all undisputed amounts of such invoices within [***] of the receipt of such invoice, unless otherwise agreed upon in writing by the Parties. Unless otherwise specified, all dollars The Parties shall use good faith efforts to reconcile any disputed amounts as soon as practicable.
($c) All sums due to OXB under this Agreement:
(i) are United States currency.exclusive of Value Added Tax, which where applicable will be paid by Client in addition. OXB shall provide to Client all customary receipts for payment of such taxes and cooperate with Client in making applications for and securing any available exemptions or reductions of VAT reasonably available;
4. Sales/VAT Tax: (ii) unless an alternative currency is specified on any invoice, shall be paid in USD in cash in relation to Royalties and Milestone Payments and paid in GBP in cash in relation to all other payments, in each case by transferring an amount in aggregate to the account identified on the applicable invoice:
(iii) If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate Licensed Products are sold or supplied by Client or its Sales/VAT Tax Exemption Certificate must sublicensees in a currency other than USD (or its successor), the Royalties payable in respect of such sales under this Agreement shall be returned with first determined in the currency of the country in which such sales took place and then converted into USD (or its successor) at the mid rate applicable the invoice date using the OANDA Forex currency converter or other reputable currency converter agreed between the Parties from time to time;
(iv) if laws or regulations require withholding by Client of any taxes imposed upon OXB on account of any royalties and payments paid under this Order FormAgreement, such taxes shall be deducted by Client as required by law from such remittable royalty and payment and shall be paid by Client to the proper tax authorities. Otherwise, Finalsite will invoice Customer for applicable sales, use Official receipts of payment of any withholding tax shall be secured and other transactional sent to OXB as evidence of such payment. The Parties shall cooperate to ensure that any withholding taxes due in connection imposed are reduced as far as possible under the provisions of any relevant tax treaty which shall include providing assistance with the Services or completion of any required forms (such as Form W-8BEN-E);
(v) shall be made by the fees due therefor.date; provided that any payment which falls due on a date which is not a Business Day in the location from which the payment will be made may be made on the next succeeding Business Day in such location; and
5. Except as otherwise specified in this Order(d) if any undisputed payment is not made within [***] after the due date, fees are subject OXB may charge interest on any outstanding amount of such payment on a daily basis at a rate equivalent to increase in accordance with [***] per annum above the applicable provisions base rate of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions Bank of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing England then in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesforce in London.
Appears in 1 contract
Sources: Licence and Supply Agreement (CARGO Therapeutics, Inc.)
Payment Terms. 1a) Unless: • a credit facility has been granted by ▇▇▇▇▇ Hire to the Customer (whereby the specific payment terms will be agreed separately between ▇▇▇▇▇ Hire and the Customer); or • ▇▇▇▇▇ Hire has agreed different payment terms with the Customer; all hire charges are payable in advance (such payment may be required by wire transfer, where applicable, or credit card) of collection of the ▇▇▇▇▇ Hire Plant or delivery of the ▇▇▇▇▇ Hire Plant to the Customer's Site and all other charges (including, but not limited to, any mileage charges payable by the Customer in respect of any ▇▇▇▇▇ Hire Plant) are due and payable immediately upon issue of invoice.
b) Where payment is required in advance by credit card, ▇▇▇▇▇ Hire may require the Customer to pre-authorise their credit card, which may include the relevant payment(s) being charged to the Customer at the time of the pre-authorisation. All fees for the initial year of this Order shall be due as follows:
additional fees, including but not limited to (i) Set Up credit card charges, (ii) administration fees shall be invoiced on and (iii) bank surcharges incurred by ▇▇▇▇▇ Hire when taking or processing the Effective Date of this Order and Customer's payment(s) shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in by the fee table above) shall be invoiced Customer immediately on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt issue of invoice. Fees for ▇▇▇▇▇ Hire shall be entitled to charge the Customer interest in relation to any late payment at the rate of 8% above HSBC Bank Plc base rate until payment in full is made. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay interest together with the overdue amount.
c) The Customer shall pay all sums due to ▇▇▇▇▇ Hire under this Contract without any set- off, deduction, counter claim and/or any other Services, and withholding of monies. Time for reimbursable expenses, payment of ▇▇▇▇▇ Hire's invoices shall be invoiced in accordance with of the Master Terms or this Order essence and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified ▇▇▇▇▇ Hire may terminate the Contract in the Special Provisions above, this Order Form event that the Customer fails to comply with ▇▇▇▇▇ Hire's payment terms. Payment shall not be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration deemed to be made until ▇▇▇▇▇ Hire have received either cash or cleared funds in respect of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablefull amount outstanding.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Hire Agreement
Payment Terms. 1. All fees for the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Finalsite Order
Payment Terms. 1. All A. A&M System shall not pay any costs or fees for the initial year as a direct result of this Order Agreement. For Services rendered as a result of this Agreement, Member shall be due as follows:
(i) Set Up fees shall be invoiced pay PROVIDER based on the Effective Date pricing stated within Exhibit A, attached hereto.
B. Each Member that chooses to utilize the Services within this Agreement will be responsible to issue a purchase order or execute its own specific agreement, which references this Agreement, and making an express assumption (in addition to A&M System) of all rights and obligations of this Agreement as applicable to such Member purchase order or Member specific agreement. A Member’s entering into a purchase order or Member specific agreement will constitute a separate contract and PROVIDER will look solely to such Member (and not to A&M System or any other Member) for satisfaction of any liability arising under or relating to the procurement of Services by such Member. This process is further defined in Exhibit A, item 6.
C. PROVIDER shall invoice Member for amounts due consistent with the payment schedule as negotiated under the Order Form. Each invoice must reference the Order Form and shall be due and payable upon receipt of invoice; Member’s purchase order number (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as if applicable) and shall be due include a description of services provided along with documentation that Member may reasonably request to support the invoice amount. Member will make payment on a properly prepared and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced submitted invoice in accordance with Chapter 2251, Texas Government Code (the Master Terms “Texas Prompt Payment Act”), which shall govern remittance of payment and remedies for late payment and non-payment. All payments received by PROVIDER are non-refundable. If Member fails to make any payment when due, PROVIDER may revoke or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice suspend such Member’s rights to the contrary ninety (90) days prior to Services. At the end of the Initial Term or Renewal Term, as applicablePROVIDER may increase fees up to five percent (5%) of that Term’s fees. Notwithstanding the foregoing, Member may terminate the Agreement or Applicable Order Form in the event service interruption extends for ten (10) or more days.
3D. Amounts dues under this Agreement do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, without limitation, value-added taxes, sales taxes, use taxes, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Unless otherwise specifiedMember is responsible for paying all Taxes associated with its purchases hereunder at the applicable rates. If PROVIDER has the legal obligation to pay or collect Taxes for which Member is responsible, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite PROVIDER will invoice Customer Member and Member shall pay that amount unless Member provides PROVIDER with a valid tax exemption certificate authorized by the appropriate taxing authority. For purposes of clarity, PROVIDER is solely responsible for applicable salestaxes assessable against it based on its income, use property, and other transactional taxes due in connection with the Services or the fees due thereforemployees.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Master Services Agreement
Payment Terms. 1. All fees for the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (53) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety thirty (9030) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Finalsite Order
Payment Terms. 1. All fees for the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AITFinalsite, or AIT Finalsite provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. Any SOWs to which links are provided above in Section A, "Pricing Summary," are incorporated into this Order by reference, and any professional services described therein are included as part of your software package. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order, the Master Terms, and any SOWs incorporated by reference. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.Signature
Appears in 1 contract
Sources: Finalsite Order
Payment Terms. 13.1 The Monthly Service Fees will be payable from the commencement of the Minimum Service Period onwards in respect of all units of Equipment ordered, irrespective of when the Customer arranges installation. All fees The first Monthly Service Fees and charges for installation, the Equipment and any Professional Services (if applicable) are due and payable and will be taken by direct debit or by credit card on the date on which the Minimum Service Period commences and thereafter for the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall Monthly Service Fees will be due and payable upon receipt taken by direct debit or credit card quarterly in advance. If the Customer chooses another mode of invoice; (ii) fees payment or stops paying the Monthly Service Fees by direct debit or by credit card Masternaut may invoice the Customer for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1all future Monthly Service Fees and increase them by up to 10%.
3.2 Except as specified otherwise, whichever is later, and shall be all charges are due and payable upon receipt within 30 days of invoice; invoice date.
3.3 The Customer agrees that Masternaut may issue invoices to it by electronic means and that invoices issued in this manner shall be valid. It is the Customer’s responsibility to notify Masternaut of any change to the email address to which it would like invoices to be issued. In the event that any email address given by the Customer ceases to be valid the Customer agrees that Masternaut may place invoices in the Customer’s self-service portal and that such placement shall be deemed to be a valid issue of such invoices.
3.4 The Customer agrees that Masternaut may take payment for any text messaging and excess data requested or consumed by the Customer while using the Telematic Services (iiiincluding Equipment or Platform text alerting or excess two-way messaging) fees and all additional services and items provided by Masternaut to the Customer (that are not paid for each subsequent Year by the Monthly Service Fees), at Masternaut’s standard rate as applicable from time to time, by direct debit or by credit card. Masternaut will send the Customer an invoice notifying it in advance of the Initial Termsums being taken by direct debit or by credit card.
3.5 Notwithstanding any other provision in this Contract all payments payable to Masternaut under this Contract shall become due immediately upon termination of this Contract, howsoever arising.
3.6 All payments and fees due under this Contract are subject to the addition of VAT and any other applicable taxes, duties or levies at the then prevailing rate. Any firm prices quoted are with errors and omissions excepted.
3.7 Masternaut will increase the Monthly Service Fees annually every January by the corresponding variation in the RPI for each Renewal Term, the 12 months period ending in the previous October plus 2%. In the event that such variation in the RPI is negative a 2% increase shall be invoiced applied.
3.8 Except as provided in this clause, the Customer shall make all payments due under this Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. If the Customer has a valid court order requiring an amount to be paid by Masternaut to the Customer or if the parties agree on any such amount, the Customer shall be entitled to set-off such sum against any monies the Customer owes to Masternaut under this Contract.
3.9 Without prejudice to any other rights Masternaut may have if the Customer fails to pay any sum due pursuant to this Contract on the commencement due date then Masternaut may:
3.9.1 charge in addition to the amount overdue:
3.9.1.1 interest (both before and after any judgment) on the amount unpaid at the rate specified under the Late Payment of such Year Commercial Debts (Interest) Act 1998 from the due date until the date of payment;
3.9.1.2 an administration fee of £25 per month or Renewal Term (as applicable) and shall be part month, from the due and payable upon receipt date until the date of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with payment;
3.9.1.3 the Master Terms or this Order and shall be due and payable upon receipt cost of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term time spent pursuing payment and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to travelling expenses incurred; and
3.9.1.4 the contrary ninety (90) days prior to the end amount of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due legal costs incurred by Masternaut in connection with the recovery or attempted recovery of the whole or part of any such monies due (on a full indemnity basis) whether or not proceedings are commenced or costs can be awarded by the court;
3.9.2 suspend the provision of the Services until such time as all such payments due including all interest accrued and any costs incurred have been paid in full; and
3.9.3 immediately and on reasonable notice recover the Equipment where title has not transferred to the Customer, or any part of the fees due thereforsame and the Customer authorises Masternaut to enter upon the Customer’s premises and/or work upon the Customer’s vehicles, by its servants and/or agents, for that purpose.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions 3.10 This clause 3 shall survive termination of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesContract.
Appears in 1 contract
Sources: Terms of Trade
Payment Terms. 1(a) For all payments due under this Agreement, OXB shall provide Client with an invoice for the amount due. Such invoices shall be sent to the following address: [***] or such other address as may be requested by Client from time to time by notice in writing. All fees for the initial year of this Order shall be due as followsinvoices must contain:
(i) Set Up fees OXB’s name and address;
(ii) the relevant purchase order number, if applicable;
(iii) OXB’s VAT number, if applicable; and
(iv) OXB’s bank account information.
(b) Client shall pay all amounts in such invoices within [***] of the receipt of such invoice, unless otherwise agreed upon in writing by the Parties (or as expressly set forth in this Agreement with respect to payment of Manufacturing Slot Deposits); provided that if Client reasonably disputes any portion of an invoice, then Client shall pay the undisputed amounts and provide written notice of the disputed amounts and details of the dispute to OXB within [***] of the receipt of such invoice. The Parties shall promptly negotiate in good faith with a view to resolving such dispute and the disputed amount shall not become due until resolution of the dispute.
(c) All sums due to OXB under this Agreement:
(i) are exclusive of Value Added Tax, which where applicable will be paid by Client in addition. OXB shall provide to Client all customary receipts for payment of such taxes and cooperate with Client in making applications for and securing any available exemptions or reductions of VAT reasonably available;
(ii) unless an alternative currency is specified on any invoice, shall be invoiced paid in USD in relation to Royalties, the Initial Fee, Additional Target Fees, and Milestone Payments and paid in GBP in relation to all other payments, in each case by transferring an amount in aggregate to the account identified on the Effective Date applicable invoice;
(iii) if Licensed Products are sold or supplied by Client or its sublicensees in a currency other than USD (or its successor), the Royalties payable in respect of such sales under this Order Agreement shall be first determined in the currency of the country in which such sales took place and then converted into USD (or its successor) at the mid rate applicable the invoice date using the OANDA Forex currency converter or other reputable currency converter agreed between the Parties from time to time;
(iv) if laws or regulations require withholding by Client of any taxes imposed upon OXB on account of any royalties and payments paid under this Agreement, such taxes shall be deducted by Client as required by law from such remittable royalty and payment and shall be due and payable paid by Client to the proper tax authorities. Official receipts of payment of any withholding tax shall be secured and, upon receipt request, a copy sent to OXB as evidence of invoicesuch payment. The Parties shall cooperate to ensure that any withholding taxes imposed are reduced as far as possible under the provisions of any relevant tax treaty which shall include providing assistance with the completion of any required forms; and
(ii) fees for Year 1 (described in the fee table abovev) shall be invoiced on made by the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced date in accordance with clause 7.14(b); provided that any payment which falls due on a date which is not a Business Day in the Master Terms or this Order and shall location from which the payment will be due and payable upon receipt of invoicemade may be made on the next succeeding Business Day in such location.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5d) years (each a “Renewal Term”) If any undisputed payment is not made within [***] after the expiration due date, OXB may charge interest on any outstanding amount of such payment on a daily basis at a rate equivalent to [***] above the base rate of the Initial Term and any subsequent Renewal Term, unless Client provides AITBank of England then in force in London, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablemaximum rate allowed by Applicable Law if lower.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Payment Terms. 1. All fees Client shall pay HGC for Services on the initial year of this Order following basis:
5.1.1 Client shall be due as followspay:
(ia) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and The charges specified as payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table aboveService Order Form in respect of the Services (the “Charges”);
(b) The full amount of any invoice submitted to Client in accordance with this Agreement (including all applicable taxes, tariffs, duties or impositions of a similar nature imposed by any government or other authority) shall be invoiced payable by Client by the due date without setoff or deduction.
5.1.2 Payment is due on the Effective Date date Client receives HGC’s invoice unless specified otherwise in the invoice. If full payment is not made by the due date, HGC may charge interest on a daily basis on all sums outstanding at the rate of this Order or two percent (2%) per month from the due date of payment to the date when full payment is received by HGC, and charge Client a collection fee and handling fee.
5.1.3 If any Charges stated in any invoice are not queried within fifteen (15) days of the date of the invoice then such Charges shall be deemed accepted by Client, if applicable.
5.1.4 HGC will invoice Client: (a) monthly in advance for subscription to (and/or monthly charges for) the Services; and (b) monthly in arrears for usage charges; but HGC may at its sole discretion amend the invoicing period and submit interim invoices to Client. The installation Charge (if applicable) will be included in the first day of Year 1, whichever is later, and invoice to Client. Client shall be liable for such subscription or monthly charges for the Services whether used by Client or not. Pre-paid Charges are non-refundable unless HGC in its sole discretion decides otherwise.
5.1.5 HGC may demand a deposit from Client to secure payment of any sum due to HGC and payable upon receipt of invoice; (iii) fees for each subsequent Year may at any time vary such deposit amount at HGC’s sole discretion. HGC may apply such deposit to reduce or pay any sum due by Client to HGC on whatsoever account at any time. Client shall fund up the deposit by paying an amount equals to the reduced amount into Client’s accounts as may be required by HGC from time to time. No interest shall accrue on any deposit held by HGC. Any deposit remaining following this Agreement’s termination shall be returned to Client after deducting any such sums due to HGC when the balance is claimed by Client in writing within 3 months of the Initial Term, date of termination.
5.1.6 HGC reserves the right to apply a credit limit for Charges incurred by Client and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other to suspend Client’s access to Services, and for reimbursable expensesin whole or in part, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceif such limit is exceeded.
2. Unless otherwise specified 5.1.7 HGC may transfer or apply any credit balance in Client’s favour to settle any amount owed by Client to HGC or to any company within the Special Provisions above, this Order Form shall be renewed automatically for successive periods HGC Group of (5) years companies (each a “Renewal TermHGC Company”) after the expiration whether under this Agreement or any other arrangement between Client and HGC or any HGC Company. Client hereby authorises HGC to make payment on Client’s behalf out of the Initial Term such credit balance (if any) to set off any amount owed by Client to any such HGC Company from time to time. Client agrees that any credit or payment information held by HGC and any subsequent Renewal Term, unless of its affiliate company about Client provides AIT, or AIT provides Client, with a written notice to is held for the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablesame purpose.
35.1.8 Client acknowledges that HGC’s appointed agent may invoice Client on HGC’s behalf and such invoice shall be valid as if rendered by HGC. Unless otherwise specified, all dollars ($) are United States currencySuch invoice shall not prejudice any rights of HGC to subsequently claim against Client.
4. Sales/VAT Tax: If applicable5.1.9 Should HGC invoice Client in respect to any Content as agent for a third party Content and/or third party equipment provider, a copy HGC is not the supplier of Customeror responsible for such Content and/or third party equipment.
5.1.10 In case of disputes over any usage or other Charges, HGC’s Sales/VAT Tax Direct Pay Certificate or decision based on its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use Services usage records and other transactional taxes due in connection with those of any third party who may assist HGC to provide the Services or the fees due thereforshall be final and binding on Client.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Cloud Services Agreement
Payment Terms. 1Prices are stated and payable in the currency specified in the Special Terms and Conditions or, failing that, in USD. All fees Prices are net, excluding taxes and Ex Works IER's premises (EXW, Incoterms ICC 2010), standard packing included. They include solely the Supplies specified in the Contract. Prices are valid for the initial period specified in the Special Terms and Conditions or, failing that, for a period of 3 months from the date of the Offer. Prices of spare parts and consumables (excluding RFID labels) are changed once a year by ▇▇▇. Prices of this Order shall be due the maintenance services are revised once a year by applying the Syntec Index, relating to IT labour costs. Prices for Supply of Services or Supply of Hardware specific to the Client are defined with regard to the Client's needs as follows:
(i) Set Up fees shall be invoiced on understood by ▇▇▇ at the Effective Date date of this Order the Offer and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described modified ipso jure by ▇▇▇ in the fee table above) shall be invoiced event of amendment or further clarification of such needs. The Supplies are payable in advance within 8 days following Order placement. Depending on the Effective Date of this Order or Contract's context (in particular, the first day of Year 1Client's geographic location and financial status, whichever is laterpast record, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year nature of the Initial TermSupplies), the Special Terms and for each Renewal TermConditions may stipulate different payment terms, shall be invoiced on in accordance with the commencement following: a) deposit payment with Order: 35% of such Year or Renewal Term (as applicablethe total Order amount excluding taxes, plus VAT, b) interim payments proportional to performance of the Contract, c) invoicing of the balance upon Delivery of the Supply. Maintenance and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, extended warranty services shall be invoiced in accordance with advance for the Master Terms or this Order and duration of the Contract. Subject to the above provisions, invoices shall be due and issued not later than the date of Delivery of the Supply. They are payable upon receipt within 30 days from date of invoice.
2, with no discount for early payment. Unless otherwise specified In the event of a delay or postponement not attributable to IER, or any event entitling invoicing of all or part of the price of the Supply, IER may invoice such price on the date originally agreed for completion of the event in question, for payment within the above time limit. The Client agrees to refrain from invoicing IER for any amount not expressly accepted as due by ▇▇▇. Payment cannot be delayed, even in the Special Provisions aboveevent of a dispute. Any failure to effect full payment upon the due date shall result ipso jure in favour of ▇▇▇: (i) immediate early payment without formal notice of any sums due, this Order Form shall be renewed automatically including bills of exchange for successive periods of any reason whatsoever and (5ii) years (each a “Renewal Term”) after the expiration immediate suspension without formal notice of the Initial Term performance of all Orders and services in progress, especially pertaining to warranty and (iii) implementation of penalties by application of 1% over the prime interest rate. All without prejudice to IER's right to exercise Article 11. Notwithstanding transfer of risk to the Client on the Delivery date, IER shall retain title of the Supplies sold until actual payment of the full price and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Clientincidentals. The claim shall ipso jure cancel the sale, with a written notice to the contrary ninety (90) days prior to the end IER keeping any deposit paid as initial damages. IER can claim any Supplies of the Initial Term or Renewal Term, same kind and quality as applicablethe unpaid Supplies.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Kiosk Maintenance Agreement
Payment Terms. 1Payment of the purchase price for Products delivered to Service Provider by GE shall be payable net *** days from the date of invoice. If the date on which a payment is due is not a Business Day, then such payment shall be considered timely if made on the next Business Day. All fees for the initial year of this Order payments hereunder shall be due as follows:
(i) Set Up fees shall made in U.S. dollars or such other currency which may be invoiced on the Effective Date of this Order agreed upon and shall be made via wire transfer to the account designated by GE. Any overdue amounts shall bear interest at a rate equal to the lesser of (a) ***% per month or (b) the maximum rate permitted by law. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY AVIALL, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS DOCUMENT WITH “***”. DISTRIBUTION SERVICES AGREEMENT General Electric Company If any portion of Service Provider’s account is more than thirty (30) calendar days past due and payable upon (other than any amounts being disputed in good faith), GE may, at its option, cease all deliveries to Service Provider, ship completed Products in place, refuse to accept new orders, or divert Products already ordered, unless such undisputed past due amounts, including interest payments, are paid in full, or GE is in receipt of invoicean irrevocable letter of credit sufficient to cover all outstanding amounts due confirmed by a United States bank acceptable to GE; (ii) fees for Year 1 (described or another method of payment has been mutually agreed to by the parties. In addition, in the fee table above) such circumstance of non-payment of undisputed amounts, GE shall be invoiced permitted to sell Products directly to Customers and Service Provider shall not be entitled to any commission on the Effective Date of this Order or the first day of Year 1, whichever is latersuch sales until all such undisputed amounts are paid. GE and Service Provider shall negotiate in good faith to resolve any payment disputes, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of may refer any such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice disputes to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableSteering Committee.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Distribution Services Agreement
Payment Terms. 1. All fees FormRouter will submit to Client a written Invoice or ▇▇▇▇ for the initial year amounts due hereunder either (a) each year, before the subsequent anniversary, for annual licenses, or (b) at the end of the then-current term as identified in this Agreement or an Invoice or ▇▇▇▇, or (c) as otherwise mutually agreed upon, in writing, during the Term of this Order shall Agreement. The renewal charge will be due as follows:
(i) Set Up fees shall equal to the then-current Service fee in effect at the time of renewal. Fees for other services will be invoiced charged on the Effective Date of this Order an as-quoted basis and subject to a writing signed by both parties. Unless otherwise agreed to in writing, all uncontested invoices submitted by FormRouter for services rendered, or to be rendered shall be due and payable upon in full within fifteen (15) days from Client’s receipt of invoice; (ii) thereof. Client understands and agrees that FormRouter will not activate the Individual Accounts until the applicable fees for Year 1 (described such Services have been paid in full. All amounts paid are nonrefundable except for refunds under Section 6 during the Warranty Period. If payment is not received by the due date on client invoice client account is subject to disconnection, and a $100 service & handling fee table above) for reconnection. Client account balance must be paid in full for reconnection. Invoice payments received after the due date also incur late payment interest charges at the maximum amount permitted by law. FormRouter shall be invoiced have the right to suspend Client’s User Logon IDs and passwords or deny access to the FormRouter Applications if Client is delinquent on its payment obligations hereunder; provided, however, that FormRouter will provide Client an electronic copy of Client Data collected, prior to account disabling, once such uncontested fees are paid. Client agrees to provide FormRouter with complete and accurate billing and contact information. This information includes Client’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Client’s designated representative that will oversee the Effective Date administration of this Order Agreement on Client’s behalf (the “License Administrator”). Client agrees to update this information within 30 days of any material change to it. If the contact information Client has provided is false or fraudulent, FormRouter reserves the first day of Year 1right to terminate Client’s access to the Service in addition to any other legal remedies. If Client believes Client’s ▇▇▇▇ is incorrect, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year Client must contact FormRouter in writing within 30 days of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (5) years (each a “Renewal Term”) after the expiration invoice date of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, invoice containing the amount in question to be eligible to receive an adjustment or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicablecredit.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Services and License Agreement
Payment Terms. 1. All fees for the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (53) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety thirty (9030) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Finalsite Order
Payment Terms. 1. All fees for the initial year of this Order shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of (52) years (each a “Renewal Term”) after the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety thirty (9030) days prior to the end of the Initial Term or Renewal Term, as applicable.
3. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlines.
Appears in 1 contract
Sources: Finalsite Order
Payment Terms. 1. All fees for the initial year of this Order Seller shall be due as follows:
(i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoice.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of issue an invoice to Authority within five (5) years (each a “Renewal Term”) business days after the expiration completion of delivery of the Initial Term and Goods. Authority shall pay all properly invoiced amounts due to Seller within thirty (30) days after Authority's receipt of such invoice, except for any subsequent Renewal Termamounts disputed by Authority in good faith. All payments hereunder must be in US dollars. In the event of a payment dispute, unless Client provides AIT, or AIT provides Client, with Authority shall deliver a written notice statement to the contrary ninety Seller no later than five (905) days prior to the end date payment is due on the disputed invoice listing all disputed items. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under this Agreement notwithstanding any such dispute. Set-off. Without prejudice to any other right or remedy it may have, Authority reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Authority to Seller under this Agreement. Warranties. Seller warrants to Authority that all Goods will: (a) be free from any defects in workmanship, material and design; (b) conform to applicable specifications, drawings, designs, samples and/or other requirements specified by Authority; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests or other encumbrances; and (f) not infringe or misappropriate any third party's patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Authority. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Authority's discovery of the Initial Term or Renewal Term, as applicable.
3noncompliance of the Goods with the foregoing warranties. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy Authority gives Seller notice of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate must be returned noncompliance with this Order Form. OtherwiseSection, Finalsite will invoice Customer Seller shall, at its own cost and expense, within five (5) days, replace or repair the defective or nonconforming Goods and pay for applicable salesall related expenses, use and other transactional taxes due in connection with including, but not limited to, transportation charges for the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees are subject to increase in accordance with the applicable provisions return of the Master Terms. By signing below, Finalsite and Customer each agree defective or nonconforming goods to the terms and conditions of this Order Seller and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf delivery of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability repaired or replacement Goods to meet respective Customer tasks and deadlinesAuthority.
Appears in 1 contract
Sources: Sale of Goods Agreement
Payment Terms. 1Supplier invoices to Client shall be based on calendar months and are payable within thirty (30) days of invoice (Net 30 Days). All fees [***] Confidential treatment has been requested for the initial year bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
a) Within ten (10) days from the close of each calendar month, Supplier agrees to provide an invoice for actual billing from the previous month.
b) In the event of a dispute between Client and Supplier concerning fees, Client must provide a reasonable justification in writing for any invoice disputes within thirty (30) days from the date Client notifies Supplier of the dispute. If no satisfactory resolution is achieved after 30 days from Client’s notification to Supplier of the dispute, the parties will submit their dispute to mediation. Client will continue to remit to Supplier all amounts not in dispute within the normal payment terms established in this Order Agreement
c) All amounts payable to Supplier by Client shall be due as follows:
in United States currency (i) Set Up fees shall be invoiced on the Effective Date of this Order and shall be due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or the first day of Year 1USD), whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees for each subsequent Year of the Initial Term, and for each Renewal Term, shall be invoiced on the commencement of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced unless otherwise specifically provided in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoiceAgreement. Client may setoff such amounts by any amounts owed by Supplier to Client hereunder.
2. Unless otherwise specified d) Payment method will be in the Special Provisions aboveform of company check, this Order Form shall be renewed automatically for successive periods bank draft or bank wire. Bank wire is the preferred method of (5) years (each a “Renewal Term”) after payment by the expiration of the Initial Term and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicableSupplier.
3. Unless otherwise specifiede) All amounts due hereunder do not include any taxes, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicableduties, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate tariffs or its Sales/VAT Tax Exemption Certificate must be returned with this Order Form. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due governmental charges or expenses imposed in connection with the Services this Agreement, and Supplier shall be responsible for payment of all sales, use, excise, value-added or the fees due therefor.
5. Except as otherwise specified similar tax, fee, tariff or duty arising in connection with this OrderAgreement (including without limitation, fees are subject to increase in accordance with the applicable provisions any penalties and interest levied on any of the Master Terms. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW'activities conducted or payments made hereunder) and understand that are not based on Client’s net income. If at any time following [***] after the expected deliverables Effective Date, any tariff directly levied on Supplier’s services hereunder is enacted and implemented by any government and such tariff [***], Supplier shall provide to Client [***] to Supplier in performing the services for Finalsite as well as Client hereunder. Within fifteen (15) days of its receipt of such [***] Client shall, in its sole discretion, elect to (a) [***] beginning in the immediately following month for Customer’s project team. I understand the remainder of the term of the Agreement, or (b) provide notice to Supplier that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesSupplier may [***].
Appears in 1 contract
Payment Terms. 1CLIENT agrees to the following payment terms:
a. CLIENT shall pay TSN the full amount due as shown on the invoice(s) according to the terms specified on each invoice, quote or proposal or in accordance with a separate terms agreement or credit application. All fees for If not otherwise specified, payment will be due upon receipt. Any invoice not contested by CLIENT in writing within ten (10) days from the initial year date of this Order such invoice shall be due deemed fully accepted by CLIENT.
b. CLIENT agrees and accepts email transmittal of invoices as follows:
(i) Set Up fees an acceptable method of delivery. A service fee of $10 per month will be charged if postal delivery of paper invoices is required. If any of CLIENT’s obligations to TSN is not promptly paid when due, or if CLIENT breaches any provision hereof, TSN may immediately cease rendering Services to CLIENT and CLIENT shall be invoiced in default hereunder and all unpaid installments shall become immediately due and payable. Without prejudice to TSN's remedies hereunder, TSN shall be entitled to interest at the maximum rate permitted by law on the Effective Date of this Order and shall be outstanding amount due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or from the first day of Year 1, whichever is later, and shall be due and payable upon receipt of invoice; (iii) fees the calendar month until paid in full for each subsequent Year consecutive month such amount is outstanding. CLIENT also agrees to pay a collection fee of up to thirty percent (30%) of all applicable invoice amount(s) or the maximum amount permitted by law should it become necessary for TSN to engage outside professional services in the collection of invoice(s) as a result of CLIENT’s failure to pay the invoice(s) when due. CLIENT also agrees to pay any reasonable attorneys’ fees and court costs, which may arise out of any breach made by CLIENT related to this Agreement.
c. There will be a Seventy-Five Dollar ($75.00) service charge per returned check. Please note that the issuing party may be held liable for three (3) times the amount of the Initial Term, and for each Renewal Term, shall be invoiced check plus the maximum penalties allowable by law. If funds are not made good within fifteen (15) days of the date on the commencement check, accounts may be turned over for prosecution under the full extent of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoicelaw.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of d. A twenty-five percent (525%) years (each a “Renewal Term”) after the expiration restocking fee of the Initial Term purchase price may be applicable on all returned products and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3canceled orders. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate Returned products must be returned in original packaging along with this Order Formall original contents. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees Returns are subject to increase in accordance with being accepted by distributor or manufacturer; otherwise the applicable provisions of the Master Termssale is final and product cannot be returned. By signing below, Finalsite and Customer each agree to the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables Any custom ordered hardware cannot be returned for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesany reason.
Appears in 1 contract
Sources: Master Service Agreement
Payment Terms. 1CLIENT agrees to the following payment terms:
a. CLIENT shall pay TSN the full amount due as shown on the invoice(s) according to the terms specified on each invoice, quote or proposal or in accordance with a separate terms agreement or credit application. All fees for If not otherwise specified, payment will be due upon receipt. Any invoice not contested by CLIENT in writing within ten (10) days from the initial year date of this Order such invoice shall be due deemed fully accepted by CLIENT.
b. CLIENT agrees and accepts email transmittal of invoices as follows:
(i) Set Up fees an acceptable method of delivery. A service fee of $10 per month will be charged if postal delivery of paper invoices is required. If any of CLIENT’s obligations to TSN is not promptly paid when due, or if CLIENT breaches any provision hereof, TSN may immediately cease rendering Services to CLIENT and CLIENT shall be invoiced in default hereunder and all unpaid installments shall become immediately due and payable. Without prejudice to TSN's remedies hereunder, TSN shall be entitled to interest at the maximum rate permitted by law on the Effective Date of this Order and shall be outstanding amount due and payable upon receipt of invoice; (ii) fees for Year 1 (described in the fee table above) shall be invoiced on the Effective Date of this Order or from the first day of Year 1the calendar month until paid in full foreach consecutive month such amount is outstanding. CLIENT also agrees to pay a collection fee of up to thirty percent (30%) of all applicable invoice amount(s) or the maximum amount permitted by law should it become necessary for TSN to engage outside professional services in the collection of invoice(s) as a result of CLIENT’s failure to pay the invoice(s) when due. CLIENT also agrees to pay any reasonable attorneys’ fees and court costs, whichever is later, and shall which may arise out of any breach made by CLIENT related to this Agreement.
c. There will be due and payable upon receipt of invoice; a Seventy-Five Dollar (iii$75.00) fees service charge per returned check. Please note that the issuing party may be held liable for each subsequent Year three (3) times the amount of the Initial Term, and for each Renewal Term, shall be invoiced check plus the maximum penalties allowable by law. If funds are not made good within fifteen (15) days of the date on the commencement check, accounts may be turned over for prosecution under the full extent of such Year or Renewal Term (as applicable) and shall be due and payable upon receipt of invoice. Fees for any other Services, and for reimbursable expenses, shall be invoiced in accordance with the Master Terms or this Order and shall be due and payable upon receipt of invoicelaw.
2. Unless otherwise specified in the Special Provisions above, this Order Form shall be renewed automatically for successive periods of d. A twenty-five percent (525%) years (each a “Renewal Term”) after the expiration restocking fee of the Initial Term purchase price may be applicable on all returned products and any subsequent Renewal Term, unless Client provides AIT, or AIT provides Client, with a written notice to the contrary ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable.
3canceled orders. Unless otherwise specified, all dollars ($) are United States currency.
4. Sales/VAT Tax: If applicable, a copy of Customer’s Sales/VAT Tax Direct Pay Certificate or its Sales/VAT Tax Exemption Certificate Returned products must be returned in original packaging along with this Order Formall original contents. Otherwise, Finalsite will invoice Customer for applicable sales, use and other transactional taxes due in connection with the Services or the fees due therefor.
5. Except as otherwise specified in this Order, fees Returns are subject to increase being accepted by distributor or manufacturer; otherwise the sale is final and product cannot be returned. Any custom ordered hardware cannot be returned for any reason.
e. The number of License Units purchased by CLIENT shall be set forth in accordance with the applicable provisions Proposal and/or any invoice (the “Purchased License Units”). In the event that CLIENT gives notice to TSN that it intends to reduce the number of License Units used by CLIENT by ten percent (10%) or more (which calculation shall be determined based on the Master Termsnumber of Purchased License Units), CLIENT shall pay to TSN the total License Fees due to TSN for the Purchased License Units. By signing below“License Unit” means a specific license type, Finalsite and Customer a numeric quantity thereof, used in the Proposal and/or any quote or invoice, and “License Unit” license type shall include, without limitation, Endpoints. “Endpoint” shall mean each agree ▇▇▇▇ and each individual device deployed, provided, managed and/or maintained by TSN, including, without limitation, phones, tablets, workstations or any other equipment provided by TSA. “Licensee Fees” means the fees to be paid to TSN per License Unit, as reflected in the terms and conditions of this Order and the Master Terms. Signature Name (printed) Title (printed) Date Signature Name (printed) Title (printed) Date As the Customer Contact, by initialing in this box, I agree on behalf of Customer that I have read the Statement of Work ('SOW') and understand the expected deliverables for Finalsite as well as for Customer’s project team. I understand that the project timeline is a good faith estimate which is dependent on, among other factors, Customer’s ability to meet respective Customer tasks and deadlinesProposal and/or any invoice or quote.
Appears in 1 contract
Sources: Master Service Agreement