Common use of Price Clause in Contracts

Price. The Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪  Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪  If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Xxxxx does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪  The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪  Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪  Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The Unless otherwise specified on the applicable Purchase Order, the prices charged to Buyer for goods are for delivery in accordance with 2010 Incoterms DDP to Buyer’s premises, and the prices charged to Buyer for services are for services to be performed at a location of Buyer’s choosing. All prices must include any applicable federal, state and local taxes, charges, or duties, as well as all costs associated with installation, calibration, and training relating to the Work. Seller may not charge Buyer a price higher than the price stated on the applicable Purchase Order must not or the last price quoted by Seller or charged to Buyer, whichever is lower, without the written approval of Buyer. No additional charges or fees of any kind or nature, including taxes, shipping or packaging charges, travel or other out of pocket expenses, customs, duties or other fees or assessments, will be filled at allowed unless specifically agreed to by Buyer in writing. Seller warrants that the prices charged Buyer on a Purchase Order are no higher than those specified prices charged on orders placed by others for similar services or similar quantities of goods on similar conditions subsequent to the last general announced price change, and Seller agrees that any reduction in the price of the Work subsequent to the date of a Purchase Order will result in a corresponding reduction in price to the Work not yet performed or delivered, effective retroactively to the date of the applicable Purchase Order. If Seller breaches this warranty, the prices of the Work will be reduced accordingly, retroactive to the date of such breach. In the event Xxxxx discovers an opportunity to obtain a lower price for reasonably equivalent Work from another supplier, Xxxxxx agrees that upon receiving notice from Buyer of such lower price Seller will sell the applicable Work to Buyer at such lower price. Unless otherwise stated on the Purchase Order, unless otherwise agreed to in writing by the Buyerpayment terms are 2%/30 net 90. The price specified invoice payment period and the determination of any discount periods will start on the later of the date (a) Seller’s invoice is received by Xxxxx’s accounts payable department, or (b) the Work is completed by Seller and received by Xxxxx at the appropriate location. If the invoice receipt by Buyer is delinquent, or if a pricing discrepancy results when comparing the invoice amount to the amounts listed on the applicable Purchase Order includes all subcontracting costs associated with or the Purchase Order. Work received, processing of the invoice may be delayed and Buyer will have no responsibility for nevertheless be entitled to take any increased costs incurred by Seller in connection applicable cash discount. All amounts of any discounts not subtracted from the purchase price at the time of payment will accumulate to Buyer’s benefit, and will be payable to Buyer upon demand together with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that 6% annual interest from the prices specified in date of Buyer’s payment of the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower purchase price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges not retain any lien, security interest, or other right in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersany Work.

Price. The Purchase Order must Starting with the first billing cycle of this Agreement through the last billing cycle of the initial Term, the price will be as stated above in the Contract Summary under the heading “Generation Service Charges.” During the term of this Agreement, you agree to pay RiteRate Energy a price for all applicable combined Generation Service and Generation-Related Charges as specified in “Generation Service Charges” in the Contract Summary. You are responsible for, and your price does not include, applicable state and local taxes and/or EDU charges such as Distribution Service, Transmission Service and various other wires and utility charges and fees, which will be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing billed by the BuyerEDU. The price specified on For the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance “Term” listed below and in writing the Contract Summary, all kilowatt-hours (“kWh”) of electric energy metered by Xxxxx. ▪ Seller warrants that the prices EDU shall be billed at the rate per kWh specified in the Purchase Order are no less favorable than prices given Contract Summary. In the event that any new, or any change in any existing, statute, rule, regulation, order, or other law, or procedure, tariff, rate class, or other process or charge, promulgated by Seller any governmental authority or EDU, Independent System Operator, Regional Transmission Organization (“RTO”), such as PJM Interconnection, L.L.C. (“PJM”), or other regulated service provider, alters to any other customer for like goods the detriment of RiteRate Energy its costs to perform or services its economic returns under this Agreement (after consideration of all discountsa “Change in Law or Regulation”), rebates then RiteRate Energy will provide written notice requesting your affirmative consent and allowancesagreement, describing the Change in Law or Regulation, the resulting price revisions, and the future date upon which such revised pricing is requested to be effective (a “Price Revision Request”). If Seller quotes a lower You then will be able to affirmatively consent and agree to such Price Revision Request, and if you agree, you will pay the revised price to anyone or accepts payment of a lower price from anyone during the life described in such Price Revision Request, and all other terms and conditions of this contractAgreement not modified by such Price Revision Request will remain in full force and effect. If, Seller however, you do not affirmatively consent and agree to the Price Revision Request within thirty (30) calendar days, then RiteRate Energy may terminate this Agreement without penalty, Cancellation Fee or further obligation (but you will quote the same lower price (after consideration of all discountsremain responsible to pay RiteRate Energy for any electricity supply used before this Agreement is terminated, rebates and allowances) with respect to as well as any quantity undelivered under the Purchase Orderlate fees). ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified Such termination will be effective on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing next available drop date as established by the BuyerEDU. Any such Change in Law or Regulation may include, but is not limited to, implementation of changes to or adjustments in the price specified on the Purchase Order includes all implementation of PJM settlements or new or changed PJM and EDU charges for packingtransmission, cartagecapacity and ancillary services, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, or generation adequacy rules, regulations implementing installed capacity obligations, emission allowance requirements, obligations associated with environmental or energy law and ordersregulations (including, without limitation, alternative energy requirements, carbon and greenhouse gas, or other similar controls) or otherwise.

Price. The Purchase Order must not goods or services shall be filled furnished at prices higher than those specified a price set forth on the Purchase face of the Order. Unless otherwise stated, all Goods shall be delivered by Seller “DDP-BUYER’S plant,” in which case all transportation charges (including terminal or other charges) shall be at Seller’s expense unless otherwise agreed to in writing by the Buyer. The price specified Buyer chooses different payment terms which would then be defined on the Purchase Order includes all subcontracting costs associated with front of the Purchase Order. The prices stated are complete, and no additional charges, surcharges, premiums or additional charges of any type shall be added without Buyer’s written consent, including, but not limited to, shipping, packaging, labelling, custom duties, federal, provincial, state and local taxes (including all import taxes, excise taxes and sales taxes), tariffs, storage, parking, detention charges, insurance, boxing, crating, drayage or containers. Any reduction in Seller’s cost resulting from a reduction in transportation charges, customs duties, import taxes, excise taxes and/or sales taxes from those in effect on the date of any Order shall be paid to Buyer by Seller as a reduction of the price. Risk of loss or damage of goods shall be upon Seller and Seller shall insure goods in transit. Prices are not subject to increase, unless specifically stated in the Order or an agreement, and Seller assumes the risk of any event or cause affecting prices, including but not limited to foreign exchange rates, increases in raw material costs, inflation, increases in labor and other production and supply costs, and any other event which impacts the price or availability of materials or supplies. The time for payment shall not begin until correct and complete invoices and shipping confirmation documentation is received. If no payment term appears on the Order or in an agreement, Buyer will have pay Seller for the goods or services net 60 days grouping payments each fortnight (i.e. every two weeks) following Buyer’s receipt of the goods or services at Buyer’s designated facility or, in cases of services, Buyer’s receipt of Seller’s invoice following completion of the services. Buyer may withhold payment pending receipt of evidence, in the form and detail requested by Buyer, of the absence of any liens, encumbrances, or claims on the goods or services provided under the Order. Payment will be made in the currency expressly stated in the Order; if no responsibility currency is noted, payment will be made in U.S. dollars. Seller will pay for any increased all premium freight costs incurred by over normal freight costs if Seller in connection with any raw materials needs to use an expedited shipping method to meet agreed upon delivery dates due to its own acts or subcontractors, unless such additional costs have been negotiated omissions. Seller represents and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are are, and will remain, no less favorable to Buyer than prices given by any price which Seller presently, or in the future, offers to any other customer for like the same or substantially similar goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)substantially similar quantities. Seller shall pay all delivery charges in excess not delay any deliveries of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that Goods pending the prices will comply with all applicable governmental laws, rules, regulations and ordersdetermination of any price adjustments or resolution of invoicing disputes or reconciliations under this Purchase Order.

Price. The Purchase Order must not be filled at prices higher than those Unless otherwise specified on the Purchase Order, unless otherwise agreed the prices quoted and/or charged to in writing by Buyer include any applicable federal, state and local taxes, charges or duties. Seller’s price shall not be higher than the Buyer. The price specified stated on the Purchase Order includes all subcontracting costs associated with or the last price quoted by Seller or charged to Buyer, whichever is lower. No additional charges or fees of any kind or nature, including taxes, shipping or packaging charges, travel or other out of pocket expenses, customs, duties or other fees or assessments, will be allowed unless specifically agreed to by Buyer in writing or on the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in charged Buyer on the Purchase Order are no less favorable higher than prices given charged on orders placed by others for similar services or similar quantities of goods on similar conditions subsequent to the last general announced price change, and Seller agrees that any reduction in the price of Offerings subsequent to any other customer for like goods or services (after consideration the date of all discounts, rebates and allowances). If Seller quotes the Purchase Order will result in a lower corresponding reduction in price to anyone or accepts payment the Offerings under this Agreement, effective retroactively to the date of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Seller breaches this warranty, the prices of Offerings will be reduced accordingly, retroactive to the date of such breach. If the applicable Purchase Order expressly provides for the reimbursement of any of Seller’s expenses, then, as a condition precedent to receiving reimbursement for any such expenses, Seller must provide Buyer is quoted a lower price with receipts and other evidence of such expenses reasonably requested by someone other than SellerXxxxx, and SellerSeller must comply in all respects with Xxxxx’s expense reimbursement policies as in effect from time to time. No amount of specified compensation will be considered as an estimate but always as a not-to-exceed amount to provide the Offerings in full, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall will be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation lowered to the DAP (incoterm). extent that, if working on a pay-for-time basis, Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersspends less time than contemplated.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The Purchase Order must not be filled at All prices higher than those specified on the Purchase Order, are ExWorks shipping point unless otherwise agreed to in writing by Xxxxx and Seller. Prices and lead times quoted are expressly limited to, and expressly made conditional on, Xxxxx’s acceptance of these Standard Terms and Conditions for Customers. If after prices and lead times have been quoted, Xxxxx advances new terms that differ from those set forth in this Agreement and that cause or may cause increases in costs of labor or materials to Seller, then the prices and lead times quoted are subject to change. Additionally, all prices are based on the quantities quoted and any change in the quantities may also affect the price. PAYMENT TERMS Unless otherwise negotiated between Seller and Buyer, Invoices for Goods and services shall be due and payable net thirty (30) days from shipment. Seller may withhold shipments or information from Buyer until any outstanding balances are paid in full. ACCEPTANCE AND TRANSPORTATION Upon Xxxxx's receipt of shipment, Xxxxx shall immediately inspect the Goods. Unless Buyer provides Seller with written notice describing with particularity the nature of any defects in the Goods or the amount of any shortage claimed within thirty (30) calendar days after receipt of shipment, the Goods shall be deemed accepted by Buyer. The price specified on In the Purchase Order includes all subcontracting costs associated with event that Xxxxx does not specify a method of shipment, Seller may use its own discretion in determining the Purchase Ordermethod of shipment. All transportation expenses are the responsibility of Buyer. SHIPPING Shipping is not included in our product pricing. Incoterm - EXWORKS: Seller makes the product available at dock and Buyer will have no responsibility is responsible for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances)specifying shipping method. If Seller quotes a lower price international shipment, Xxxxx agrees to anyone supply broker and contact information at time of order or accepts payment of a lower price from anyone during the life of this contractfreight method and account number. If prepaid terms are required, Seller will can provide freight quote the same lower price to Buyer upon request. If special packaging is required (after consideration material, bagging, marking, phytosanitary), Xxxxx agrees to cover additional expense. Purchase orders must reflect all special packing requirements. TITLE AND RISK OF LOSS Title to Goods sold and risk of all discounts, rebates and allowances) with respect loss of such Goods shall pass to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower priceExWorks shipping point. PERFORMANCE, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.WARRANTY & CONSEQUENTIAL DAMAGES

Price. The Purchase Order must not goods or services shall be filled furnished at prices higher than those specified a price set forth on the Purchase face of the Order. Unless otherwise stated, all Goods shall be delivered by Seller “DDP-BUYER’S plant,” in which case all transportation charges (including terminal or other charges) shall be at Seller’s expense unless otherwise agreed to in writing by the Buyer. The price specified Buyer chooses different payment terms which would then be defined on the Purchase Order includes all subcontracting costs associated with front of the Purchase Order. The prices stated are complete, and no additional charges, surcharges, premiums or additional charges of any type shall be added without Buyer’s written consent, including, but not limited to, shipping, packaging, labelling, custom duties, federal, provincial, state and local taxes (including all import taxes, excise taxes and sales taxes), tariffs, storage, parking, detention charges, insurance, boxing, crating, drayage or containers. Any reduction in Seller’s cost resulting from a reduction in transportation charges, customs duties, import taxes, excise taxes and/or sales taxes from those in effect on the date of any Order shall be paid to Buyer by Seller as a reduction of the price. Risk of loss or damage of goods shall be upon Seller and Seller shall insure goods in transit. Prices are not subject to increase, unless specifically stated in the Order or an agreement, and Seller assumes the risk of any event or cause affecting prices, including but not limited to foreign exchange rates, increases in raw material costs, inflation, increases in labor and other production and supply costs, and any other event which impacts the price or availability of materials or supplies. The time for payment shall not begin until correct and complete invoices and shipping confirmation documentation is received. If no payment term appears on the Order or in an agreement, Buyer will have no responsibility pay Seller for any increased costs incurred by Seller the goods or services net 60 days grouping payments each fortnight (i.e. every two weeks) following Buyer’s receipt of the goods or services at Buyer’s designated facility or, in connection with any raw materials or subcontractorscases of services, unless such additional costs have been negotiated Xxxxx’s receipt of Seller’s invoice following completion of the services. Buyer may withhold payment pending receipt of evidence, in the form and agreed to in advance and in writing detail requested by Xxxxx, of the absence of any liens, encumbrances, or claims on the goods or services provided under the Order. ▪ Payment will be made in the currency expressly stated in the Order; if no currency is noted, payment will be made in U.S. dollars. Seller will pay for all premium freight costs over normal freight costs if Seller needs to use an expedited shipping method to meet agreed upon delivery dates due to its own acts or omissions. Seller represents and warrants that the prices specified in the Purchase Order are are, and will remain, no less favorable to Buyer than prices given by any price which Seller presently, or in the future, offers to any other customer for like the same or substantially similar goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)substantially similar quantities. Seller shall pay all delivery charges in excess not delay any deliveries of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that Goods pending the prices will comply with all applicable governmental laws, rules, regulations and ordersdetermination of any price adjustments or resolution of invoicing disputes or reconciliations under this Purchase Order.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxes, including all national governmental and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must shall not be filled at (and the Buyer will not meet) any prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractorssubcontractors or import duties or charges, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for to supply such undelivered quantity, without any compensation due by the Buyer. ▪ The prices specified on the this Purchase Order include all applicable taxesnational, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP F.O.B. destination point (incotermi.e. risks remains with the Seller until delivery to the Buyer’s premises mentioned in this Purchase Order). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, subcontractors unless such additional costs have been negotiated and agreed to in advance and in writing by XxxxxBuyer. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, Buyer unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B point. Seller shall pay all delivery charges in excess of that those which Xxxxx has agreed in writing to pay. Any additional expenses or costs, they shall be previously approved in writing by the Buyer through its authorized persons duly entitled and shall be paid in the same terms as the price. Therefore, the Seller acknowledges that the Buyer shall not be obliged to pay any additional amount that is not previously accepted in the terms set forth in this Terms and Conditions. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations regulations, and orders. ▪ The Parties agree that all expenses incurred by the Seller for travel, transportation, lodging, travel expenses and/or any other expense that is not included in the Price, shall be previously approved in writing by the Buyer through its authorized persons duly entitled and shall be paid in the same terms as the 3.

Price. The Purchase Order must This is a firm price order. Seller represents and warrants to Buyer that the price for Goods and/or Services provided under the purchase order are the lowest prices, whether or not published, for which the Seller has sold or is selling such Goods and/or Services, taking into account any differences in quantities and/or delivery schedule. Buyer shall be filled entitled to receive from Seller a price reduction if Seller offers substantially similar Goods or Services to others at prices higher than those specified a lower price (taking into account differences in quantities and delivery schedule) at any time during the period beginning on the Purchase Orderdate of the order and ending ninety (90) days after the final payment due date for such Goods or Services. Buyer may take volume discounts retroactively. All payments due under the purchase order to Seller shall be paid in United States. Partial payments may be made at Buyer’s option. Buyer may set-off any amount owed by Xxxxx to Seller against any amount owed Buyer from Seller. Seller’s acceptance of payment constitutes an unconditional waiver and release of any statutory lien, mechanic’s lien, stop notice, bond right, and claim for payment. Seller warrants, represents and covenants that when final payment is accepted from Buyer, title to all work, materials, and/or equipment shall pass to Buyer free and clear of all liens, claims, security interests or any other encumbrances; and all applicable taxes have been fully paid; and all laborers, mechanics, and subcontractors have been paid or will be paid in full from the final payment. Seller shall pay, without charge to Buyer, any federal, state or local tax or other government charge or assessment relating to the production, sale or shipment of any Goods or provision of Services under the purchase order unless otherwise expressly agreed to in writing by the Buyer. The price specified on Seller shall make spare parts for Goods purchased pursuant to the Purchase Order includes order available to the Buyer at Seller’s current price, less all subcontracting applicable discounts. All costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred custom product tooling shall be paid by Seller in connection with any raw materials or subcontractorsSeller, unless such additional costs have been negotiated and otherwise expressly agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified shall bear responsibility for all errors contained in the Purchase Order are no less favorable than prices given by Seller any invoice, acceptance, acknowledgement or confirmation it provides to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The Purchase Order must not be filled at prices higher than those specified For each kilowatt-hour of Delivered Energy that Supplier provides in each month, as determined in accordance with Article 4 and the Terms and Conditions for Suppliers, the Companies shall pay Supplier the applicable Price for the month in cents per kilowatt-hour calculated as follows: Price = Standard Offer Wholesale Price + Fuel Adjustment Factor Where: Standard Offer Wholesale Price in cents per kilowatt hour is as defined in Article 1 and shown in Appendix A, and Fuel Adjustment Factor is a cents per kilowatt-hour adder based on the Purchase Orderincremental revenues collected, unless otherwise agreed if any, attributed to the operation of the Retail Standard Offer Fuel Index ("Fuel Index") mechanism in writing by the BuyerCompanies' Standard Offer Service tariffs. The price specified on revenues attributed to the Purchase Order includes all subcontracting costs associated with Fuel Index will be fully allocated to suppliers in proportion to the Purchase OrderStandard Offer Service energy provided by each supplier for the applicable billing month through the Fuel Adjustment Factor. Buyer The Fuel Index, and t he resulting Fuel Adjustment Factor to be paid to Supplier, will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated be made subject to regulatory approval and agreed only to in advance and in writing by Xxxxx. ▪ Seller warrants the extent that the prices specified in Companies are allowed to collect such revenues from their retail customers taking Standard Offer Service. With the Purchase Order exception of any sales or gross receipt taxes which are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by BuyerStandard Offer Service customers, unless an exemption is availablethe Price for Delivered Energy as set forth herein includes all local, state, and federal taxes, fees and levies applicable as of the date hereof. ▪ Unless otherwise agreed For any new taxes, fees and levies, assessed with respect to the services provided by Supplier after the Commencement Date of Service, the Companies will fully support and pursue in writing good faith the recovery of any such new t ax, fee and levy imposed on Supplier from the Companies' Standard Offer Service customers. To the extent such new taxes, fees and levies are allowed to be recoverable by the BuyerCompanies from their Standard Offer Service customers, the price specified on the Purchase Order includes all charges Companies shall reimburse Supplier for packingsuch generation related taxes, cartage, storage, drayage, fees and transportation levies paid by Supplier. All Standard Offer Service delivered by Supplier to the DAP (incoterm)Companies hereunder shall be sales for resale, with the Companies reselling such Standard Offer Service. Seller On or before the Commencement Date of Service the Companies shall pay all delivery charges in excess of that which Xxxxx has agreed in writing obtain and provide Supplier with any resale certificates reasonably requested by Supplier to pay. ▪ Seller warrants evidence that the prices will comply with all applicable governmental laws, rules, regulations and ordersdeliveries hereunder are sales for resale.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxesfederal, including all national national, state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The prices set forth on this Purchase Order must are not subject to increase. If no price is set forth, the prices shall be that last quoted or billed by Vendor to Buyer or the prevailing market price, whichever is lower. The prices stated include boxing, packaging, crating or insurance, and transportation F.O.B. Buyer’s plant, unless otherwise noted on the face of this Purchase Order. Such notations shall be initialized by the parties’ respective authorized representatives. If Vendor's quoted price for the Goods and/or Services is reduced (whether in the form of price reduction, close-out, rebate, allowances, or additional discounts offered to anyone) at any time, Vendor agrees that the price to Buyer for such Goods and/or Services will be reduced accordingly. If at any time during the term hereof, a third party vendor offers Buyer a lower price for Goods and/or Services of like quality on the then undelivered portion hereof, and Buyer fully informs Vendor of such lower price, then Vendor shall meet such lower price or Buyer may purchase such Goods and/or Services from such third party vendor while such lower price continues in effect without liability therefor hereunder, and the quantities and delivery schedules hereunder shall be adjusted accordingly. Except for taxes as provided below, Buyer will not be filled at prices higher than those specified responsible for any charge not shown on the face of this Purchase Order, unless including, without limitation, charges for boxing, packaging, crating or insurance, and transportation F.O.B. Xxxxx’s plant without Xxxxx's prior written consent to such charges in advance. Except as otherwise agreed provided, the prices stated do not include sales, use, excise, or similar taxes applicable to in writing by the Buyersale of Goods and/or Services. The price specified All such taxes shall be shown separately on the Purchase Order includes Vendor’s invoice. Vendor shall pay all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility taxes on labor, equipment, materials and personal property used or purchased for any increased costs incurred by Seller use in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in provision of the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersGoods and/or Services.

Price. The This Purchase Order must shall not be filled at (and the Buyer will not meet) any prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractorssubcontractors or import duties or charges, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for to supply such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point, as defined by Incoterms 2020 Rules. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. Discount; Taxes The Purchase Order must not prices payable for the goods and services shall be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to set out in writing by the Buyer. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the The prices specified set out in the Purchase Order are no less favorable than the only amounts payable by Audiokinetic in relation to the Purchase Order and are inclusive of packaging, packing, carriage, insurance and delivery costs but unless specified otherwise do not include any sales or similar tax on the supply of the goods and services covered by the Purchase Order. Where a fixed purchase price is specified, Provider shall not vary the price or levy any surcharge. Items purchased by Audiokinetic pursuant to the Purchase Order shall be supplied at the lowest price last charged by Provider for the same items in equal quantity, and shall not exceed current prices given by Seller quoted or charged to any other customer for like goods or services (after consideration similar items and quantity. Provider will refund to Audiokinetic any amounts paid by Audiokinetic in excess of all discounts, rebates and allowances)such price. If Seller quotes a lower price to anyone or accepts It is understood that any discount for early payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price offered by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity Provider under the Purchase Order at will date from Audiokinetic’s receipt of goods or from the lower pricedate of the invoice, thereby canceling whichever is later. Payment terms are net 60 days unless otherwise specified herein. Provider shall separately state on all invoices and acknowledgments of the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxessales taxes imposed by federal, including all national and provincial or local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyergovernments, unless an exemption is available. ▪ Unless otherwise agreed Provider’s records relating to in writing the goods and services covered by the Buyer, the price specified on the Purchase Order includes shall be and remain subject to audit by Audiokinetic in the event of termination, equitable adjustment or when the price thereof is based on time and cost of materials. Provider will promptly invoice Audiokinetic for all charges for packing, cartage, storage, drayage, goods and transportation services accepted by Audiokinetic. Audiokinetic will have no obligation to pay any invoice submitted more than ninety (90) days from the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that time when the prices will comply with all applicable governmental laws, rules, regulations subject goods and ordersservices were accepted by Audiokinetic.

Price. The Unless otherwise specified on the applicable Purchase Order, the prices charged to Buyer for goods are for delivery in accordance with 2010 Incoterms DDP to Buyer’s premises, and the prices charged to Buyer for services are for services to be performed at a location of Buyer’s choosing. All prices must include any applicable federal, state and local taxes, charges, or duties, as well as all costs associated with installation, calibration, and training relating to the Work. Seller may not charge Buyer a price higher than the price stated on the applicable Purchase Order must not or the last price quoted by Seller or charged to Buyer, whichever is lower, without the written approval of Buyer. No additional charges or fees of any kind or nature, including taxes, shipping or packaging charges, travel or other out of pocket expenses, customs, duties or other fees or assessments, will be filled at allowed unless specifically agreed to by Buyer in writing. Seller warrants that the prices charged Buyer on a Purchase Order are no higher than those specified prices charged on orders placed by others for similar services or similar quantities of goods on similar conditions subsequent to the last general announced price change, and Seller agrees that any reduction in the price of the Work subsequent to the date of a Purchase Order will result in a corresponding reduction in price to the Work not yet performed or delivered, effective retroactively to the date of the applicable Purchase Order. If Seller breaches this warranty, the prices of the Work will be reduced accordingly, retroactive to the date of such breach. In the event Xxxxx discovers an opportunity to obtain a lower price for reasonably equivalent Work from another supplier, Xxxxxx agrees that upon receiving notice from Buyer of such lower price Seller will sell the applicable Work to Buyer at such lower price. Unless otherwise stated on the Purchase Order, unless otherwise agreed to in writing by the Buyerpayment terms are 2%/30 net 90. The price specified invoice payment period and the determination of any discount periods will start on the later of the date (a) Seller’s invoice is received by Xxxxx’s accounts payable department, or (b) the Work is completed by Seller and received by Xxxxx at the appropriate location. If the invoice receipt by Buyer is delinquent, or if a pricing discrepancy results when comparing the invoice amount to the amounts listed on the applicable Purchase Order includes all subcontracting costs associated with or the Purchase Order. Work received, processing of the invoice may be delayed and Buyer will have no responsibility for nevertheless be entitled to take any increased costs incurred by Seller in connection with applicable cash discount. All amounts of any raw materials or subcontractorsdiscounts not subtracted from the purchase price at the time of payment will accumulate to Buyer’s benefit, unless such additional costs have been negotiated and agreed will be payable to in advance and in writing by Xxxxx. ▪ Seller warrants that Buyer upon demand together with6% annual interest from the prices specified in date of Buyer’s payment of the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower purchase price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges not retain any lien, security interest, or other right in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersany Work.

Price. The Purchase Order All quotations and pricing must be in writing; oral quotations and pricing will not be filled binding upon Seller. Prices are subject to change without notice. Prices charged will be those in effect at prices higher than those specified on the Purchase Ordertime of the acceptance of the order. Acceptance: All orders are subject to Seller’s acceptance in writing. Taxes: The amount of any present or future sales, unless otherwise agreed use, or any similar tax applicable to in writing the products sold under this Agreement, and the amount of any other tax or charge now or hereafter imposed by law, upon, with respect to or measured by the production, sale, shipment, use or price of the products sold hereunder, shall be added to the prices contained herein and paid by Buyer. The price specified Buyer agrees to reimburse the Seller for any taxes it might ultimately be obligated to pay as a result of this sale which normally would have been collected at the time of sale. Payment: Seller’s prices are calculated on a cash-with-order basis. Therefore, all orders are COD unless credit is already established by an acknowledged credit application. Terms on established credit accounts are net on presentation. Payments by credit card will be subject to a 3% fee, payable at the Purchase Order includes all subcontracting costs associated with time of payment of the Purchase Orderapplicable invoice. Seller may defer shipments, alter payment terms, or terminate this Agreement if Buyer breaches any of the terms of this Agreement or fails to pay any invoice within 30 days. Seller may require cash payments, satisfactory security for future deliveries or other adequate assurances of performance if Buyer fails to pay any invoice when due or if Buyer’s financial condition becomes impaired in the opinion of Seller. Buyer will have no responsibility agrees to purchase, accept delivery of and pay for all products ordered and for which Seller has issued a confirmation. Buyer agrees to pay interest at a rate of 1½% (one and one-half percent) per month (18% per annum calculated monthly), on any increased costs unpaid balances past due over 30 days and to reimburse Seller for all costs, charges and expenses (including legal fees and disbursements) incurred by Seller as a result of any default by Buyer in complying with any term or condition of this Agreement or any invoice. Buyer grants to Seller a purchase money security interest in all products sold and in all proceeds thereof to secure payment and performance of all of Buyer's obligations under this Agreement. Buyer hereby authorizes Seller to file a purchase money security interest with the appropriate offices in any jurisdiction in which the product may be shipped to or utilized by Buyer. Buyer waives the rights to receive any financing statement, verification statement or other similar document prepared, filed and/or registered in connection with any raw materials the security interest granted herein. Product Changes: Xxxxx-Xxxxx is constantly working to improve products. Therefore, in order to incorporate new technological advances, we reserve the right to alter chemical nature, specification, design or subcontractorsweight. Xxxxx-Xxxxx shall not be required to modify goods already sold or in service. Freight Policy: Unless otherwise indicated, unless all products shall be shipped F.O.B. Seller’s facility. Unless otherwise provided in this Agreement, “F.O.B.” shall be construed in accordance with the Uniform Commercial Code of the State of North Carolina, as the same may be amended from time to time. The risk of loss of such additional costs have been negotiated and agreed products shall pass to in advance and Buyer upon delivery to the shipper. Unless Seller accepts in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices specific instructions given by Buyer relating to shipment, arrangements shall be at Seller's option. Seller is not obligated to any other customer give notice of shipment dates. In all events Buyer shall reimburse Seller for like goods or services (after consideration of all discounts, rebates extra freight charges and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price incidental costs incurred for products shipped at Buyer’s request by someone means other than Seller's customary shipping methods. The time of delivery is not of the essence, and SellerSeller will not be liable or responsible for any costs, after reasonable notice by Buyer does not wish to meet the lower pricecharges, Buyer may purchase expenses, damages or for any undelivered quantity under the Purchase Order at the lower pricepenalty, thereby canceling the Purchase Order with no further liability to Seller liquidated or otherwise, for such undelivered quantitylate or delayed delivery. ▪ The prices specified on the Purchase Order include all applicable taxesAll shipping dates are approximate and are, including all national and local taxes that Seller is required by law to collect in any case, dependent upon prompt receipt from Buyer and from which Seller cannot obtain an exemptionof all information necessary for the proper execution of Buyer's order. Such taxes shall be separately stated on If there is any delay in the receipt of such information, the date of shipment may, at Seller's invoices option, be extended for a reasonable time, taking into consideration conditions at Seller's manufacturing facility at such time. Where deliveries are to be made in one or more installments, whether of specified amount or not, each installment shall constitute a separate agreement and shall be paid by Buyerfor in accordance with the terms hereof, unless an exemption is available. ▪ Unless otherwise agreed regardless of the claims of Buyer upon this Agreement or any other agreement or relating to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayageproducts subject to this Agreement or any other products, and transportation the failure to deliver any part of the DAP (incoterm). Seller installment shall not relieve Buyer from the obligation to accept and pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations for other deliveries and ordersinstallments under this Agreement.

Price. The Purchase Order must Prices stated on Seller’s Quote are valid for 30 days, except as explicitly otherwise stated therein, and do not be filled at include any sales, use, other taxes or duties, or governmental fees unless specifically stated. Seller reserves the right to modify prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The adjust for any raw material price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Orderfluctuations. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials shall also pay all freight, insurance, and taxes (including but not limited to import or subcontractorsexport duties, unless such additional costs have been negotiated sales, use, value add, and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowancesexcise taxes). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect make a withholding or deduction from payment, Buyer will make payments to Seller net of the required withholding or deduction. Buyer will supply to Seller satisfactory evidence (e.g. official withholding tax receipts) that Xxxxx has accounted to the relevant authority for the sum withheld or deducted. Payment. Invoices are due and from which Seller cannot obtain an exemption. Such taxes shall be separately payable within the time period stated on Seller's ’s invoice to Buyer, or if not stated, within 30 days from the invoice date. Payment must be made in the method and currency identified by Seller. Credit approval may be revoked at any time. Seller may invoice parts of an order separately or together in one invoice. All invoices shall be deemed accurate unless Buyer advises Seller in writing of a material error within 10 days following receipt. If Buyer advises Seller of a material error, any amounts corrected by Seller in writing shall be paid within 14 days of correction and all other amounts shall be paid by Buyer by the due date. If Buyer withholds payment upon an assertion that an invoiced amount is erroneous, and Xxxxxx concludes that such amount is accurate, Buyer shall pay interest as described below from the due date for such amounts until Seller’s receipt of those amounts. Buyer may not offset, defer or deduct any invoiced amounts that Seller determines are not erroneous following the notification process set forth above. Seller may charge a late penalty of 1.5% per month on undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. Late penalties will be recalculated every 30 days based on current outstanding balance. Seller, without waiving any other rights or remedies and without liability to Buyer, unless an exemption is available. ▪ Unless otherwise agreed to may refuse additional orders for Products until all overdue amounts are paid in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)full. Seller shall pay be entitled to all delivery charges in excess reasonable legal and attorney fees and associated costs of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orderscollecting overdue amounts.

Price. The Unless otherwise specified on the applicable Purchase Order, the prices charged to Buyer for goods are for delivery in accordance with 2010 Incoterms DDP to Buyer’s premises, and the prices charged to Buyer for services are for services to be performed at a location of Buyer’s choosing. All prices must include any applicable federal, state and local taxes, charges, or duties, as well as all costs associated with installation, calibration, and training relating to the Work. Seller may not charge Buyer a price higher than the price stated on the applicable Purchase Order must not or the last price quoted by Seller or charged to Buyer, whichever is lower, without the written approval of Buyer. No additional charges or fees of any kind or nature, including taxes, shipping or packaging charges, travel or other out of pocket expenses, customs, duties or other fees or assessments, will be filled at allowed unless specifically agreed to by Buyer in writing. Seller warrants that the prices charged Buyer on a Purchase Order are no higher than those specified prices charged on orders placed by others for similar services or similar quantities of goods on similar conditions subsequent to the last general announced price change, and Seller agrees that any reduction in the price of the Work subsequent to the date of a Purchase Order will result in a corresponding reduction in price to the Work not yet performed or delivered, effective retroactively to the date of the applicable Purchase Order. If Seller breaches this warranty, the prices of the Work will be reduced accordingly, retroactive to the date of such breach. In the event Xxxxx discovers an opportunity to obtain a lower price for reasonably equivalent Work from another supplier, Xxxxxx agrees that upon receiving notice from Buyer of such lower price Seller will sell the applicable Work to Buyer at such lower price. Unless otherwise stated on the Purchase Order, unless otherwise agreed to in writing by the Buyerpayment terms are 2%/30 net 90. The price specified invoice payment period and the determination of any discount periods will start on the later of the date (a) Seller’s invoice is received by Xxxxx’s accounts payable department, or (b) the Work is completed by Seller and received by Xxxxx at the appropriate location. If the invoice receipt by Buyer is delinquent, or if a pricing discrepancy results when comparing the invoice amount to the amounts listed on the applicable Purchase Order includes all subcontracting costs associated with or the Purchase Order. Work received, processing of the invoice may be delayed, and Buyer will have no responsibility for nevertheless be entitled to take any increased costs incurred by Seller in connection applicable cash discount. All amounts of any discounts not subtracted from the purchase price at the time of payment will accumulate to Buyer’s benefit and will be payable to Buyer upon demand together with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that 6% annual interest from the prices specified in date of Buyer’s payment of the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower purchase price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges not retain any lien, security interest, or other right in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersany Work.

Price. The Purchase Order All quotations and pricing must be in writing; oral quotations and pricing will not be filled binding upon Seller. Prices are subject to change without notice. Prices charged will be those in effect at prices higher than those specified the time of the acceptance of the order. For orders specifying future shipment dates, Seller has the sole discretion to charge the price in effect on the Purchase Orderdate of shipment. Acceptance of Orders: All orders are subject to Xxxxxx’s acceptance in writing. Taxes: The amount of any present or future sales, unless otherwise agreed use, or any similar tax applicable to in writing the products sold under this Agreement, and the amount of any other tax or charge now or hereafter imposed by law, upon, with respect to or measured by the production, sale, shipment, use or price of the products sold hereunder, shall be added to the prices contained herein and paid by Buyer. The price specified on Buyer agrees to reimburse the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility Seller for any increased costs taxes it might ultimately be obligated to pay as a result of this sale which normally would have been collected at the time of sale. Payment: All invoices shall be paid within 30 days of receipt of invoice. Terms on established credit accounts are net on presentation. Payments by credit card will be subject to a 3% fee, payable at the time of payment of the applicable invoice. Seller may defer shipments, alter payment terms, or terminate this Agreement if Buyer breaches any of the terms of this Agreement or fails to pay any invoice within 30 days. Seller may require cash payments, satisfactory security for future deliveries or other adequate assurances of performance if Xxxxx fails to pay any invoice when due or if Xxxxx’s financial condition becomes impaired in the opinion of Seller. Xxxxx agrees to purchase, accept delivery of and pay for all products ordered and for which Seller has issued a confirmation. Xxxxx agrees to pay interest at a rate of 1½% (one and one-half percent) per month (18% per annum calculated monthly), on any unpaid balances past due over 30 days and to reimburse Seller for all costs, charges and expenses (including legal fees and disbursements) incurred by Seller as a result of any default by Buyer in complying with any term or condition of this Agreement or any invoice. Buyer grants to Seller a purchase money security interest in all products sold and in all proceeds thereof to secure payment and performance of all of Buyer's obligations under this Agreement. Buyer hereby authorizes Seller to file a purchase money security interest with the appropriate offices in any jurisdiction in which the product may be shipped to or utilized by Buyer. Buyer waives the rights to receive any financing statement, verification statement or other similar document prepared, filed and/or registered in connection with any raw materials the security interest granted herein. Product Changes: Seller is constantly working to improve products. Therefore, in order to incorporate new technological advances, Seller reserves the right to alter chemical nature, specification, design or subcontractorsweight. Seller shall not be required to modify goods already sold or in service. Freight Policy: Unless otherwise indicated, unless all products shall be shipped F.O.B. Seller’s facility. Unless otherwise provided in this Agreement, “F.O.B.” shall be construed in accordance with the Uniform Commercial Code of the State of North Carolina, as the same may be amended from time to time. The risk of loss of such additional costs have been negotiated and agreed products shall pass to in advance and Buyer upon delivery to the shipper. Unless Seller accepts in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices specific instructions given by Xxxxx relating to shipment, arrangements shall be at Seller's option. Seller is not obligated to any other customer give notice of shipment dates. In all events Buyer shall reimburse Seller for like goods or services (after consideration of all discounts, rebates extra freight charges and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price incidental costs incurred for products shipped at Buyer’s request by someone means other than Seller's customary shipping methods. The time of delivery is not of the essence, and SellerSeller will not be liable or responsible for any costs, after reasonable notice by Buyer does not wish to meet the lower pricecharges, Buyer may purchase expenses, damages or for any undelivered quantity under the Purchase Order at the lower pricepenalty, thereby canceling the Purchase Order with no further liability to Seller liquidated or otherwise, for such undelivered quantitylate or delayed delivery. ▪ The prices specified on the Purchase Order include all applicable taxesAll shipping dates are approximate and are, including all national and local taxes that Seller is required by law to collect in any case, dependent upon prompt receipt from Buyer and from which Seller cannot obtain an exemptionof all information necessary for the proper execution of Xxxxx's order. Such taxes shall be separately stated on If there is any delay in the receipt of such information, the date of shipment may, at Seller's invoices option, be extended for a reasonable time, taking into consideration conditions at Seller's manufacturing facility at such time. Where deliveries are to be made in one or more installments, whether of specified amount or not, each installment shall constitute a separate agreement and shall be paid by Buyerfor in accordance with the terms hereof, unless an exemption is available. ▪ Unless otherwise agreed regardless of the claims of Buyer upon this Agreement or any other agreement or relating to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayageproducts subject to this Agreement or any other products, and transportation the failure to deliver any part of the DAP (incoterm). Seller installment shall not relieve Xxxxx from the obligation to accept and pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations for other deliveries and ordersinstallments under this Agreement.

Price. The This Purchase Order must not be filled at prices higher than those specified on the front of this Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the front of this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will shall have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, subcontractors unless such additional costs shall have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order herein are no less favorable favourable than prices given by Seller to any other customer for like goods or services merchandise (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same such lower price (after consideration of all discounts, rebates and allowances) with is to prevail in respect to any quantity undelivered under the Purchase Orderhereunder. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, Seller and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order hereunder at the lower price, thereby canceling the cancelling this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The Unless otherwise agreed in writing by the Buyer, the prices specified on the front of this Purchase Order shall be inclusive of any value added tax and include all applicable taxes, including all national and other local taxes that which Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, Buyer unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations government law and ordersregulations.

Price. The prices for the Goods and/or Services set forth in this Purchase Order must are firm, and are not subject to increase. If no price is set forth, the price for the Goods and/or Services will be filled at the price last quoted or billed by Seller to Buyer or the prevailing market price, whichever is lower. The prices higher than those specified stated include boxing, packaging, and crating, and include transportation and insurance for delivery of the Goods F.O.B. Buyer’s designated facility, unless otherwise noted on the face of this Purchase Order, unless otherwise agreed to in writing and initialed by the Buyer. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances)parties’ respective authorized representatives. If Seller quotes reduces Seller’s quoted price for the Goods and/or Services (whether in the form of price reduction, closeout, rebate, allowances, or additional discounts offered to anyone) at any time, Seller shall also reduce the price charged to Buyer for such Goods and/or Services. If at any time during the term of this Purchase Order, an individual or entity offers Buyer a lower price to anyone or accepts payment for Goods and/or Services of a lower price from anyone during like quality on the life then undelivered portion of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the fully informs Seller of such lower price, then Seller shall meet such lower price or Buyer may purchase any undelivered quantity under the Purchase Order at the such Goods and/or Services from such individual or entity while such lower price, thereby canceling the Purchase Order with no further price continues in effect without liability to Seller under this Purchase Order, and the quantities and delivery schedules under this Purchase Order will be adjusted accordingly. Buyer is not responsible for any charge other than taxes, not shown on the face of this Purchase Order, including charges for boxing, packaging or crating or for insurance and transportation of the Goods F.O.B. Buyer’s designated facility, without Xxxxx’s prior written consent to such undelivered quantitycharges. ▪ The prices specified on stated do not include sales, use, excise, or similar taxes applicable to the Purchase Order include all applicable taxes, including all national and local sale of Goods and/or Services. All such taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall must be shown separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders’s invoice.

Price. The Purchase Order All quotations and pricing must be in writing; oral quotations and pricing will not be filled binding upon Seller. Prices are subject to change without notice. Prices charged will be those in effect at prices higher than those specified the time of the acceptance of the order. For orders specifying future shipment dates, Seller has the sole discretion to charge the price in effect on the Purchase Orderdate of shipment. Acceptance of Orders: All orders are subject to Seller’s acceptance in writing. Taxes: The amount of any present or future sales, unless otherwise agreed use, or any similar tax applicable to in writing the products sold under this Agreement, and the amount of any other tax or charge now or hereafter imposed by law, upon, with respect to or measured by the production, sale, shipment, use or price of the products sold hereunder, shall be added to the prices contained herein and paid by Buyer. The price specified Buyer agrees to reimburse the Seller for any taxes it might ultimately be obligated to pay as a result of this sale which normally would have been collected at the time of sale. Payment: All invoices shall be paid within 30 days of receipt of invoice. Terms on established credit accounts are net on presentation. Payments by credit card will be subject to a 3% fee, payable at the Purchase Order includes all subcontracting costs associated with time of payment of the Purchase Orderapplicable invoice. Seller may defer shipments, alter payment terms, or terminate this Agreement if Buyer breaches any of the terms of this Agreement or fails to pay any invoice within 30 days. Seller may require cash payments, satisfactory security for future deliveries or other adequate assurances of performance if Buyer fails to pay any invoice when due or if Buyer’s financial condition becomes impaired in the opinion of Seller. Buyer will have no responsibility agrees to purchase, accept delivery of and pay for all products ordered and for which Seller has issued a confirmation. Buyer agrees to pay interest at a rate of 1½% (one and one-half percent) per month (18% per annum calculated monthly), on any increased costs unpaid balances past due over 30 days and to reimburse Seller for all costs, charges and expenses (including legal fees and disbursements) incurred by Seller as a result of any default by Buyer in complying with any term or condition of this Agreement or any invoice. Buyer grants to Seller a purchase money security interest in all products sold and in all proceeds thereof to secure payment and performance of all of Buyer's obligations under this Agreement. Buyer hereby authorizes Seller to file a purchase money security interest with the appropriate offices in any jurisdiction in which the product may be shipped to or utilized by Buyer. Buyer waives the rights to receive any financing statement, verification statement or other similar document prepared, filed and/or registered in connection with any raw materials the security interest granted herein. Product Changes: Seller is constantly working to improve products. Therefore, in order to incorporate new technological advances, Seller reserves the right to alter chemical nature, specification, design or subcontractorsweight. Seller shall not be required to modify goods already sold or in service. Freight Policy: Unless otherwise indicated, unless all products shall be shipped F.O.B. Seller’s facility. Unless otherwise provided in this Agreement, “F.O.B.” shall be construed in accordance with the Uniform Commercial Code of the State of North Carolina, as the same may be amended from time to time. The risk of loss of such additional costs have been negotiated and agreed products shall pass to in advance and Buyer upon delivery to the shipper. Unless Seller accepts in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices specific instructions given by Buyer relating to shipment, arrangements shall be at Seller's option. Seller is not obligated to any other customer give notice of shipment dates. In all events Buyer shall reimburse Seller for like goods or services (after consideration of all discounts, rebates extra freight charges and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price incidental costs incurred for products shipped at Buyer’s request by someone means other than Seller's customary shipping methods. The time of delivery is not of the essence, and SellerSeller will not be liable or responsible for any costs, after reasonable notice by Buyer does not wish to meet the lower pricecharges, Buyer may purchase expenses, damages or for any undelivered quantity under the Purchase Order at the lower pricepenalty, thereby canceling the Purchase Order with no further liability to Seller liquidated or otherwise, for such undelivered quantitylate or delayed delivery. ▪ The prices specified on the Purchase Order include all applicable taxesAll shipping dates are approximate and are, including all national and local taxes that Seller is required by law to collect in any case, dependent upon prompt receipt from Buyer and from which Seller cannot obtain an exemptionof all information necessary for the proper execution of Buyer's order. Such taxes shall be separately stated on If there is any delay in the receipt of such information, the date of shipment may, at Seller's invoices option, be extended for a reasonable time, taking into consideration conditions at Seller's manufacturing facility at such time. Where deliveries are to be made in one or more installments, whether of specified amount or not, each installment shall constitute a separate agreement and shall be paid by Buyerfor in accordance with the terms hereof, unless an exemption is available. ▪ Unless otherwise agreed regardless of the claims of Buyer upon this Agreement or any other agreement or relating to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayageproducts subject to this Agreement or any other products, and transportation the failure to deliver any part of the DAP (incoterm). Seller installment shall not relieve Buyer from the obligation to accept and pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations for other deliveries and ordersinstallments under this Agreement.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪  Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪  The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪  Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪  Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. Seller will hold pricing through the production term as agreed in the nomination letter and for the first five years of service. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The Purchase Order must not be filled at All prices higher than those specified on the Purchase Order, are ExWorks shipping point unless otherwise agreed to in writing by Xxxxx and Seller. Prices and lead times quoted are expressly limited to, and expressly made conditional on, Xxxxx’s acceptance of these Standard Terms and Conditions for Customers. If after prices and lead times have been quoted, Xxxxx advances new terms that differ from those set forth in this Agreement and that cause or may cause increases in costs of labor or materials to Seller, then the prices and lead times quoted are subject to change. Additionally, all prices are based on the quantities quoted and any change in the quantities may also affect the price. PAYMENT TERMS Unless otherwise negotiated between Seller and Buyer, Invoices for Goods and services shall be due and payable net thirty (30) days from shipment. Seller may withhold shipments or information from Buyer until any outstanding balances are paid in full. ACCEPTANCE AND TRANSPORTATION Upon Xxxxx's receipt of shipment, Xxxxx shall immediately inspect the Goods. Unless Buyer provides Seller with written notice describing with particularity the nature of any defects in the Goods or the amount of any shortage claimed within thirty (30) calendar days after receipt of shipment, the Goods shall be deemed accepted by Buyer. The price specified on In the Purchase Order includes all subcontracting costs associated with event that Xxxxx does not specify a method of shipment, Seller may use its own discretion in determining the Purchase Ordermethod of shipment. All transportation expenses are the responsibility of Buyer. SHIPPING Shipping is not included in our product pricing. Incoterm - EXWORKS: Seller makes the product available at dock and Buyer will have no responsibility is responsible for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances)specifying shipping method. If Seller quotes a lower price international shipment, Buyer agrees to anyone supply broker and contact information at time of order or accepts payment of a lower price from anyone during the life of this contractfreight method and account number. If prepaid terms are required, Seller will can provide freight quote the same lower price to Buyer upon request. If special packaging is required (after consideration material, bagging, marking, phytosanitary), Xxxxx agrees to cover additional expense. Purchase orders must reflect all special packing requirements. TITLE AND RISK OF LOSS Title to Goods sold and risk of all discounts, rebates and allowances) with respect loss of such Goods shall pass to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower priceExWorks shipping point. PERFORMANCE, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.WARRANTY & CONSEQUENTIAL DAMAGES

Price. The This Purchase Order must shall not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will shall have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs shall have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ • Seller warrants that the prices specified in the Purchase Order herein are no less favorable than prices given by Seller to any other customer for like goods or services merchandise (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same such lower price (after consideration of all discounts, rebates and allowances) with is to prevail in respect to any quantity undelivered under the Purchase Orderhereunder. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Xxxxxx does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order hereunder at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ • The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's ’s invoices and shall be paid by Buyer, unless an exemption is available. ▪ • Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ • Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations government law and ordersregulations.

Price. The Purchase Order must unit price of product to Customer shall equal USF’s delivered price (as hereinafter defined) plus the xxxx-up as outlined below less discounts or allowances shown on the face of the invoice (such discounts or allowances to mean manufacturer generated discounts or allowances on particular items for set periods of time and which are specifically to be passed on to the Customer). Except for Exclusive Brand Products, USF’s delivered price is defined as (A) where product price includes freight to USF's distribution center, the invoice price to USF's distribution center from a manufacturer, supplier, packer, broker, USF business unit or affiliate, or any other vendor (collectively “manufacturer or Supplier”); or (B) f.o.b. unit price reflected on the purchase order to USF's distribution center from a manufacturer or supplier plus standard freight (as hereinafter defined) to USF's distribution center. USF may negotiate or set invoice prices with its manufacturers or suppliers provided that such prices shall apply consistently to all Customers which are serviced by the same USF division. For Exclusive Brand products, * ** . The invoice price or price list that serves as the basis for calculating delivered price may include Earned Income (as defined in Section 4(h) below) and shall not be filled at prices higher than those specified on the Purchase Orderadjusted for, unless otherwise and Customer shall not be entitled to, Earned Income, promotional allowances, cash discounts, prompt pay discounts, growth programs or any other supplier payments payable to USF. Once Customer has established (and USF has agreed to in writing by honor) vendor deviated pricing arrangements pursuant to the Buyer. The price specified on terms herein, USF will not negotiate the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower invoice price (after consideration of all discounts, rebates and allowances) other than with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, xxxx-up and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller freight) for such undelivered quantityitems. ▪ The prices specified Unless in-bound freight is included in vendor’s delivered pricing, standard freight charges will be based on market conditions and will not exceed the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing freight rate normally payable by the BuyerUSF distribution center for inbound shipments of regular quantity requirements of such products. Freight charges may include common or contract carrier charges by the product vendor or a carrier, the price specified on the Purchase Order includes all and/or charges billed by USF for packingits freight management service. It is expressly acknowledged and agreed that USF may manage freight and earn income from its freight management activities, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants provided that the prices delivered price shall not exceed the f.o.b. unit price plus standard freight price normally payable by the USF distribution center for inbound shipments of regular quantity requirements of such products that would have been paid had freight not been managed. For Proprietary Products, Rubio's and USF agree to work together on inbound freight opportunities that will comply optimize the inbound price of such items by mutually working with all applicable governmental laws, rules, regulations and ordersRubio's suppliers to make inbound freight more cost effective for both parties. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller In case there is a drastic change in connection with any the price of the goods included in the Purchase Order during the term of this Agreement due to increase of raw materials material costs, exchange rate fluctuations, or subcontractorschange in the productivity, unless such additional costs have been negotiated a party may request an adjustment of price to the counterparty, and agreed to in advance and in writing by Xxxxxthe parties may adjust the price through mutual agreement. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, upon mutual agreement with Seller, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The Purchase Order must price to you for Supply Service received under this Agreement is stated in your Enrollment Acknowledgement Form or Introductory Letter. Except for supply charges, for any price plan, NAP does not charge any recurring or non-recurring charges; however, you will incur additional service and delivery charges from the Local Utility. Rates for any of the plans listed may be filled at higher or lower than your Local Utility’s rate in any given month. • Fixed Rate Plan. If you have chosen a Fixed Rate Plan, your price per Ccf (“Fixed Rate”) is guaranteed not to change during the Fixed Price Period; provided, however, that all prices higher than those specified are subject to Change in Law as described in the Change in Law/Regulatory Change section below. Following the end of the Fixed Price Period, and unless terminated or otherwise renewed, this Agreement shall automatically continue thereafter on the Purchase Ordera month-to-month Variable Rate Plan, unless otherwise agreed to in writing by the Buyeras described below. Please see Contract Renewal section herein for further details. • Variable Rate Plan. If you have chosen a Variable Rate Plan, your price per Ccf will be established and may vary each month (“Variable Rate”). The price specified Variable Rate will be determined by NAP for each month at its sole discretion based on business and market conditions including, but not limited to, the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractorsNAP to procure natural gas to serve your account, unless such additional transportation costs, balancing fees, storage charges, losses, administrative costs, costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discountsacquire, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contractmarketing costs, Seller will quote the same lower price (after consideration of all discountsprofit, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes other business and market considerations. Your Variable Rate may be higher or lower than the price offered in the initial month or any month thereafter while NAP is providing Supply Service. Savings are not guaranteed. You may contact NAP at its Contact Information to obtain your current Variable Rate. At any time, you may ask NAP to convert your rate plan from Variable Rate Plan to a Fixed Rate Plan at NAP’s then current Fixed Rate, if available. Credit and Deposit. Prior to the acceptance of this Agreement by NAP, we may conduct a credit check to determine your initial creditworthiness. You consent to said credit check and agree that Seller is required by law if you do not satisfy our credit standards, we may request reasonable credit assurance to collect from Buyer and from accept this Agreement, which Seller cannot obtain an exemptionmay include requiring a deposit based on 60 days of NAP estimated charges. Such taxes shall be separately stated on Seller's invoices and shall No interest will be paid by Buyeron a required deposit. In addition, unless an exemption is availablewe may require reasonable credit assurance if you do not pay your bill on time. ▪ Unless otherwise agreed Any cash deposit will be allocated to in writing by any balance owed to us at the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayagetime of your final bill with NAP charges, and transportation any remaining amount will be returned to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersyou.

Price. The OEM Purchase Order must not Prices and Discounts are set forth in Exhibit B. The initial OEM Purchase Price to be filled at prices higher than those specified on paid by OEM after the Purchase Order, unless otherwise agreed to in writing signing of this Agreement shall be based upon the Product purchase volumes forecast by the BuyerOEM pursuant to Section 2 above. At the end of each three month period following the commencement of this Agreement, if OEM's purchasing history and open orders of Product are not at the forecasted rate, then the OEM Discount and OEM Purchase Price shall be adjusted, up or down, to reflect the actual sales rate achieved during said preceding three month period, on all open and succeeding purchase orders until revised again in accordance with this provision. In order to accomodate OEM's market development efforts during the initial term of this Agreement OEM's Product purchases shall be aggregated over an eighteen month period for purposes of calculating the appropriate purchase price discount in Exhibit "B" and thereafter shall be aggregated over a twelve month period. Quarterly price reviews will continue during the initial term, but the quantities will be measured against an eighteen month term. The OEM Purchase Price does not include sales, use or other applicable taxes. OEM agrees either to furnish an appropriate exemption and/or resale certificate, or to pay Howtek, upon presentation of invoices therefor, the amounts of any such taxes which Howtek may be required to collect. Howtek shall endeavor throughout the term of this Agreement to make, and OEM shall endeavor to suggest, improvements to the Product and manufacturing processes to enable cost reductions to the Product to take place to the benefit of both parties. The pricing set forth for the Product in Exhibit "B", as may be amended from time to time, during each term, shall be the maximum price for the duration of that period. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Ordermay be reviewed at twelve (12) monthly periods thereafter to assess whether it should be adjusted from that agreed. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation Any change to the DAP (incoterm). Seller shall pay all delivery charges purchase price which is in excess of the average United States of America inflation figure at the time of the annual review will be justified in detail by Howtek and approved by the OEM before coming into effect, such approval shall not be unreasonably withheld. Howtek will endeavor to maintain prices at competitive levels against similar classes of product produced by other manufacturers. If OEM considers that which Xxxxx has agreed in writing this is not being maintained for any reason then this will be subject to paydiscussion between the Parties to resolve the matter. ▪ Seller warrants In the event that the U.S. list price of the Product is reduced by Howtek at any time, Howtek shall notify OEM forthwith and Exhibit B shall be amended accordingly. The prices will comply as so altered shall apply to all Products delivered on and after the applicable date of the price reduction, including outstanding orders. Howtek shall credit OEM againstthe purchases of future Products with amounts paid by OEM over and above the applicable reduced price for all applicable governmental laws, rules, regulations and ordersProducts (excluding Product demonstration units) held in stock by OEM for a period of not more than 60 days at the time of introduction of the said reduction".

Price. The Purchase Order must Prices for the Products will be as agreed by Seller in a signed writing or, if not agreed, the price specified in the Offer or Seller’s price list, as the case may be. Notwithstanding the foregoing, and unless otherwise provided in Seller’s written quotation to Buyer, Seller’s prices do not include transportation, freight, handling, special handling, delivery and insurance costs or any federal, state, provincial and local taxes (including sales, use, value-added and excise taxes), assessments, tariffs, duties and any similar fiscal contribution related to the Products, all of which shall be filled at prices higher than those specified the sole responsibility of Buyer and payable by Buyer in addition to Seller’s price. Prices are based on costs and conditions existing on the Purchase Orderdate of Seller’s Offer and are subject to change at any time in the event of a change in Seller’s costs (including raw material), unless otherwise agreed part availability from Seller’s vendors or other circumstances beyond Seller’s reasonable control. Seller may also adjust prices for Products at any time to reflect Seller’s prices in writing by effect at the time of shipment to Buyer. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase OrderBuyer shall have no right to access Seller’s cost or pricing data or other books and records. 2.2 Payment. Buyer will have no responsibility pay for Products without setoff, recoupment or deduction of any increased costs incurred by Seller kind, in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by XxxxxU.S. funds. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by Seller, payment for the Products will be due and payable thirty (30) days following the earlier of (a) Buyer’s receipt of Seller’s invoice or (b) Buyer’s receipt of the Products. Buyer will not be entitled to any discount for early payment. When Products are shipped prepaid with freight to be billed, freight charges are net and subject to payment on presentation of invoice. All amounts due to Seller but not paid by Buyer on the due date will bear interest on the unpaid balance of amounts due at a rate that is equal to 1.5% per month until paid. Buyer agrees to indemnify and hold harmless Seller from any and all legal fees and costs that may be required to collect any overdue balances. Seller may offset, deduct or recoup any amounts owed by Seller or any of its affiliates or subsidiaries to Buyer against any amounts owed by Buyer to Seller or any of its affiliates or subsidiaries. If deliveries of Products are to be made in installments, the purchase price specified on the Purchase Order includes all charges for packingof each installment shall, cartageat Seller’s option, storage, drayage, be recoverable as a separate sale. The remedies contained in this Section 2 are cumulative and transportation shall be in addition to the DAP (incoterm). any other remedies available to Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all under applicable governmental laws, rules, regulations and orderslaw.

Price. The Purchase Order Reseller acknowledges that the terms and conditions, including the default retail prices, wholesale costs, price ceilings and transaction fees are subject to change by Apptix from time to time. Changes may be posted by Apptix to the Control Panel or the Apptix Website. Reseller will earn a commission ("Commission") for Services sold by Reseller to its End Users through Resellers Storefront, equal to the amount of revenue actually received by Apptix from such End Users, less the wholesale cost to the Reseller (the "Reseller Cost") of such Service. Apptix reserves the right, in its sole discretion, to modify the Reseller Cost of any of the Service, provided Reseller is given at least ten (10) days Notice of any such changes. ("Notice" is deemed given when delivered in the manner set forth in Section 15 below). Pricing: Limitations Reseller may set the retail prices for Subscriptions offered by Reseller ("Retail Prices"); provided, however, the Retail Prices may not exceed 400% of the Reseller Cost for such Service, nor may the Retail Prices be set lower than the Reseller Cost. Violation of this pricing policy will be deemed a material breach of this Agreement and may result in its termination and/or a charge to the payment method used by Reseller to pay the annual licensing fee or a substitute method provided by Reseller (the "Payment Method") for any Subscriptions sold below Reseller Cost. Retail Resellers will set its Retail Prices in the Control Panel, and by so doing, authorizes Apptix to charge End Users the Retail Prices set by Reseller. Wholesale Resellers will be responsible for billing customers directly without any involvement or compensation by Apptix. Any errors in the Retail Prices set by Reseller are the sole responsibility of the Reseller, and Apptix may process End User sales at such prices. Annual Licensing Fee Reseller will pay a non-refundable, annual licensing fee, due on the Effective Date and on each anniversary thereof ("Annual Payment Date") until this Agreement is terminated in the manner set forth herein. Provided, however, that if Reseller delivers Notice of termination to Apptix less than 30 days prior to the Annual Payment Date, Reseller must pay the annual licensing fee for the next period. Costs and Fees In addition to the Reseller Cost, Apptix may charge Reseller certain transaction and processing fees it incurs. Administrative Charges If any act or omission of Reseller requires Apptix to perform tasks outside the scope of the Reseller Services, including but not limited to, End User customer service issues that, in Apptix's determination, cannot be filled reasonably resolved by standard support mechanisms, or disputes reasonably likely to require legal services Reseller agrees to pay Apptix an administrative fee for such additional services at prices higher than those specified on the Purchase Orderthen current rate for support (collectively "Administrative Charges"). Such Administrative Charges will be charged to Reseller's Payment Method, unless otherwise agreed deducted from payments due to in writing Reseller, or any other method as determined by the Buyer. The price specified on the Purchase Order includes all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs Apptix to recover charges incurred by Seller in connection with any raw materials or subcontractors, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and ordersReseller.

Price. The This Purchase Order must not be filled at prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller In case there is a drastic change in connection with any the price of the goods included in the Purchase Order during the term of this Agreement due to increase of raw materials material costs, exchange rate fluctuations, or subcontractorschange in the productivity, unless such additional costs have been negotiated a party may request an adjustment of price to the counterparty, and agreed to in advance and in writing by Xxxxxthe parties may adjust the price through mutual agreement. ▪  Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, upon mutual agreement with Seller, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for such undelivered quantity. ▪  The prices specified on the this Purchase Order include all applicable taxesfederal, including all national state and local taxes that Seller is required by law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by Buyer, unless an exemption is available. ▪  Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪  Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The This Purchase Order must shall not be filled at (and the Buyer will not meet) any prices higher than those specified on the Purchase Order, unless otherwise agreed to in writing by the Buyer. The price specified on the this Purchase Order includes all subcontracting costs associated with the this Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller in connection with any raw materials or subcontractorssubcontractors or import duties or charges, unless such additional costs have been negotiated and agreed to in advance and in writing by Xxxxx. ▪ Seller warrants that the prices specified in the this Purchase Order are no less favorable than prices given by Seller to any other customer for like goods or services (after consideration of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same that lower price (after consideration of all discounts, rebates and allowances) will prevail with respect to any quantity undelivered under the this Purchase Order. ▪ If Buyer Xxxxx is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer Seller does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the this Purchase Order at the lower price, thereby canceling the this Purchase Order with no further liability to Seller for to supply such undelivered quantity. ▪ The prices specified on the this Purchase Order include all applicable taxesforms of taxation (whether statutory, including all national and local taxes governmental or otherwise) that Seller is required by applicable law to collect from Buyer and from which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid by BuyerXxxxx, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the this Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP (incoterm)F.O.B. point. Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.

Price. The Landlord hereby grants Tenant the one time exclusive option ("Purchase Order must not be filled at prices higher than those specified on Option") to purchase the Purchase Order, unless otherwise agreed Premises (except in case of default by Landlord and exercise pursuant to Section 3.3(b) and except as provided in writing by the BuyerSection 18.3(a)). The purchase price specified on shall equal Landlord's Work Costs plus the Purchase Order includes Transfer Costs. Landlord's Work Costs shall be equal to all subcontracting costs associated with the Purchase Order. Buyer will have no responsibility for any increased costs incurred by Seller Landlord in connection with development, financing, and construction of the project the general categories of which are more specifically set forth on Schedule II and which shall include, but not be limited to, all costs approved by Tenant. Transfer Costs shall equal all costs incurred by Landlord to sell the Premises to Tenant including, but not limited to, financing penalties, prepayment penalties, permanent loan fees, commitment fees (including the $318,000 set forth as item F.2. on Schedule II to the extent not included in Landlord's Work Costs), closing costs, title insurance premiums, attorneys fees, and each and every other cost incurred by Landlord plus $50,000 to cover Landlord's non-itemized internal costs. If Tenant elects the purchase option, the Premises shall be sold on an "AS-IS", "WHERE-IS" basis and Landlord shall make no representations or warranties of any raw materials nature except to convey title to Tenant in fee simple absolute subject to all exceptions shown on the title insurance commitment as of the time Landlord purchased the Premises plus any other title matters consented to by Tenant. Tenant shall indemnify and hold Landlord harmless from any Environmental Claims except those directly caused by Landlord during its construction activities. In order to exercise this option Tenant shall give Landlord notice on or subcontractorsbefore March 31, unless 1996 ("Exercise Notice"). The Closing Date shall occur within thirty (30) days after the Commencement Date or at such additional costs have been negotiated and other time agreed to in advance by Landlord and in writing by XxxxxTenant. ▪ Seller warrants that Within fifteen (15) days of Landlord's receipt of the prices specified in Exercise Notice, Landlord shall prepare the Purchase Order are no less favorable than prices given by Seller to any other customer necessary contract for like goods or services (after consideration sale of all discounts, rebates and allowances). If Seller quotes a lower price to anyone or accepts payment of a lower price from anyone during the life of this contract, Seller will quote the same lower price (after consideration of all discounts, rebates and allowances) with respect to any quantity undelivered under the Purchase Order. ▪ If Buyer is quoted a lower price by someone other than Seller, and Seller, after reasonable notice by Buyer does not wish to meet the lower price, Buyer may purchase any undelivered quantity under the Purchase Order at the lower price, thereby canceling the Purchase Order with no further liability to Seller for such undelivered quantity. ▪ The prices specified on the Purchase Order include all applicable taxes, including all national and local taxes that Seller is required by law to collect from Buyer and from property which Seller cannot obtain an exemption. Such taxes shall be separately stated on Seller's invoices and shall be paid executed by Buyer, unless an exemption is available. ▪ Unless otherwise agreed to in writing by the Buyer, the price specified on the Purchase Order includes all charges for packing, cartage, storage, drayage, and transportation to the DAP Tenant within thirty (incoterm30). Seller shall pay all delivery charges in excess of that which Xxxxx has agreed in writing to pay. ▪ Seller warrants that the prices will comply with all applicable governmental laws, rules, regulations and orders.