Common use of CONTRACT PRICE AND TERMS OF PAYMENT Clause in Contracts

CONTRACT PRICE AND TERMS OF PAYMENT. 5.1 The price stipulated in the Purchase Order as payable for the Goods and/or Services shall be in the currency stipulated on the Purchase Order, exclusive of VAT, and inclusive of all packaging and other related charges and (unless Incoterms are agreed) inclusive of delivery and insurance (“Purchase Price”). Any increase in the price for any reason shall be subject to the express prior written consent of Purchaser. 5.2 Provided the Goods and Services have been delivered to Purchaser in accordance with the Purchase Order and/or any Specification (if applicable), payment will be made by Purchaser to Vendor for Goods and Services which comply with the Agreement in accordance with these Terms and Conditions. 5.3 Subject to Clause 5.8, the date for payment of a correctly presented and complete invoice issued by the Vendor shall be on the 20th day of each month after sixty (60) days from the receipt of the invoice by the Purchaser. An invoice is only deemed to be complete if it meets all requirements under applicable tax and commercial law and any requirements specified in the Agreement or as notified by the Purchaser to Vendor from time to time. Value Added Tax, where applicable, will be shown separately on all invoices as a strictly net extra. For illustrative purpose,  an invoice received by Purchaser on 20th January shall be paid by Purchaser on 20th March; and  an invoice received by Purchaser on 28th January shall be paid by Purchaser on 20th April. 5.4 Purchaser reserves the right to set-off any sums in respect of which Vendor may be in default to Purchaser. Payment of an invoice shall not constitute acceptance by Purchaser of Goods or Services and does not relieve Vendor of its obligations under the Agreement. 5.5 The correct Purchase Order number must be quoted on all invoices, and Purchaser will accept no liability whatsoever for invoices, delivery notes or other communications which do not bear such Purchase Order number. 5.6 To ensure payment in accordance with the above procedure, all invoices must be received at the invoice address shown on the Purchase Order. All invoices shall be submitted in duplicate and be accompanied by all necessary documentation as may be required by Purchaser from time to time or as may be required by law. In addition to any other information specified elsewhere herein, invoices and packing slips shall contain the following information: description of Goods and Services, sizes, quantities, weight, unit prices and extended totals. 5.7 Vendor acknowledges and agrees that where the Purchaser requires invoices to be received electronically, the Vendor shall work with Purchaser or Purchaser’s nominated representative to ensure that Vendor installs appropriate electronic invoicing methods. If Vendor already has an electronic invoicing system installed, Vendor shall work with Purchaser or Purchaser’s nominated representative to ensure such system is optimized. 5.8 In the event Purchaser reasonably considers that any invoice submitted by the Vendor is defective or relates to Goods supplied or Services performed otherwise than in accordance with the Vendor’s obligations under the Agreement, Purchaser shall be entitled to withhold payment of the dispute amount without interest or penalty and without prejudice to any other rights or remedies it may have until resolution of dispute, whereupon the agreed amount shall be paid at an agreed date after the dispute is resolved. Purchaser shall notify the Vendor of any dispute within thirty (30) days of receipt of the invoice. Purchaser and the Vendor shall attempt to settle such dispute in good faith within fourteen (14) days of such notification, failing which the parties shall refer such dispute for dispute resolution.

CONTRACT PRICE AND TERMS OF PAYMENT. 5.1 The price stipulated 2.1 Subject to the other terms and conditions contained herein, all Work performed under this Agreement shall be performed pursuant to a Work Order issued pursuant to Parts A and B of this Agreement, and all invoices submitted by Contractor to Company for Work performed only as authorized by a Work Order. 2.2 In addition to the limitations set forth in Section 1.2(b), for so long as CGC and the Purchase Order as payable Company own the respective Facilities and are directly or indirectly wholly-owned subsidiaries of Calpine Corporation, payments by Company to Contractor hereunder shall only be made from Excess Cash Flow. On April 1 and October 1 of each year during the Term of this Agreement (each a "Calculation Date"). CGC will calculate the Excess Cash Flow for the Goods and/or Services preceding six-month period (the "Six-Month Excess Cash Flow"). The entire amount of Six-Month Excess Cash Flow will be deemed to be available to make payment of amounts due hereunder on the relevant Calculation Date. To the extent that any of the Six-Month Cash Flow has been distributed during the <PAGE> MASTER MAINTENANCE SERVICES AGREEMENT BASE CONTRACT applicable six-month period by CGC to any of its parent companies, it will be deemed to be a setoff against amounts due by CGC or Company to Contractor under this Agreement on the succeeding Calculation Date, and Contractor agrees such amounts shall be in considered as having been paid by CGC or Company to Contractor hereunder. Any Six-Month Excess Cash Flow that has not been distributed prior to the currency stipulated relevant Calculation Date and is available for distribution by CGC to its parent entities will be applied on the Purchase Order, exclusive relevant Calculation Date to the payment of VAT, amounts due under this Agreement on such Calculation Date (taking into consideration the setoff and inclusive payment of all packaging and other related charges and (unless Incoterms are agreed) inclusive of delivery and insurance (“Purchase Price”amounts due under this Agreement pursuant to the immediately preceding sentence). Any increase in To the price for any reason extent that available Six-Month Excess Cash Flow is insufficient to pay some or all of the amounts due from CGC or the Company to Contractor hereunder, the failure to pay such amounts shall be not constitute a default hereunder, but all such unpaid amounts shall accrue, together with interest thereon at the Delayed Payment Rate, until the next Calculation Date at which time all such accrued but unpaid amounts will, subject to the express prior written consent application of Purchaser. 5.2 Provided this Section 2.2 on such Calculation Date, be due and owing on such Calculation Date. To the Goods extent any Six-Month Excess Cash-Flow on any Calculation Date is greater than that required to pay amounts owing to Contractor under this Agreement on such Calculation Date, such excess shall not be included in the Six-Month Excess Cash Flow calculated on any future Calculation Date. The foregoing limitations on CGC's and Services have been delivered the Company's obligations to Purchaser in accordance make payments hereunder shall terminate with respect to each Facility at such time as CGC and the Purchase Order and/or any Specification (if applicable), payment will be made by Purchaser Company no longer own such Facility or are no longer directly or indirectly wholly-owned subsidiaries of Calpine Corporation. Any amounts which are unpaid at such time or upon the termination of this Agreement with respect to Vendor for Goods and Services which comply with the Agreement in accordance with these Terms and Conditions. 5.3 Subject to Clause 5.8, the date for payment of a correctly presented and complete invoice issued by the Vendor shall be on the 20th day of each month after sixty (60) days from the receipt Facility as a result of the invoice by the Purchaser. An invoice is only deemed to be complete if it meets all requirements under applicable tax and commercial law and any requirements specified accrual described in the Agreement or as notified by the Purchaser to Vendor from time to time. Value Added Tax, where applicable, will be shown separately on all invoices as a strictly net extra. For illustrative purpose,  an invoice received by Purchaser on 20th January this Section 2.2 shall be paid by Purchaser on 20th March; and  an invoice received by Purchaser on 28th January (i) in equal monthly installments over the next two (2) years. Notwithstanding anything to the contrary, the Secured Parties shall be paid by Purchaser on 20th April. 5.4 Purchaser reserves express third party beneficiaries to this Section and the right defined terms used herein and this Section and such defined terms (to set-off any sums the extent the same are used in respect of which Vendor may be in default to Purchaser. Payment of an invoice this Section) shall not constitute acceptance by Purchaser of Goods or Services and does not relieve Vendor of its obligations under the Agreementbe amended without their written consent. 5.5 The correct Purchase Order number must be quoted on all invoices, and Purchaser will accept no liability whatsoever for invoices, delivery notes or other communications which do not bear such Purchase Order number. 5.6 To ensure payment in accordance with the above procedure, all invoices must be received at the invoice address shown on the Purchase Order. All invoices shall be submitted in duplicate and be accompanied by all necessary documentation as may be required by Purchaser from time to time or as may be required by law. In addition to any other information specified elsewhere herein, invoices and packing slips shall contain the following information: description of Goods and Services, sizes, quantities, weight, unit prices and extended totals. 5.7 Vendor acknowledges and agrees that where the Purchaser requires invoices to be received electronically, the Vendor shall work with Purchaser or Purchaser’s nominated representative to ensure that Vendor installs appropriate electronic invoicing methods. If Vendor already has an electronic invoicing system installed, Vendor shall work with Purchaser or Purchaser’s nominated representative to ensure such system is optimized. 5.8 In the event Purchaser reasonably considers that any invoice submitted by the Vendor is defective or relates to Goods supplied or Services performed otherwise than in accordance with the Vendor’s obligations under the Agreement, Purchaser shall be entitled to withhold payment of the dispute amount without interest or penalty and without prejudice to any other rights or remedies it may have until resolution of dispute, whereupon the agreed amount shall be paid at an agreed date after the dispute is resolved. Purchaser shall notify the Vendor of any dispute within thirty (30) days of receipt of the invoice. Purchaser and the Vendor shall attempt to settle such dispute in good faith within fourteen (14) days of such notification, failing which the parties shall refer such dispute for dispute resolution.

CONTRACT PRICE AND TERMS OF PAYMENT. 5.1 The price stipulated 2.1 Subject to the other terms and conditions contained herein, all Work performed under this Agreement shall be performed pursuant to a Work Order issued pursuant to Parts A and B of this Agreement, and all invoices submitted by Contractor to Company for Work performed only as authorized by a Work Order. 2.2 In addition to the limitations set forth in Section 1.2(b), for so long as CGC and the Purchase Order as payable Company own the respective Facilities and are directly or indirectly wholly-owned subsidiaries of Calpine Corporation, payments by Company to Contractor hereunder shall only be made from Excess Cash Flow. On April 1 and October 1 of each year during the Term of this Agreement (each a "Calculation Date"). CGC will calculate the Excess Cash Flow for the Goods and/or Services preceding six-month period (the "Six-Month Excess Cash Flow"). The entire amount of Six-Month Excess Cash Flow will be deemed to be available to make payment of amounts due hereunder on the relevant Calculation Date. To the extent that any of the Six-Month Cash Flow has been distributed during the MASTER MAINTENANCE SERVICES AGREEMENT BASE CONTRACT applicable six-month period by CGC to any of its parent companies, it will be deemed to be a setoff against amounts due by CGC or Company to Contractor under this Agreement on the succeeding Calculation Date, and Contractor agrees such amounts shall be in considered as having been paid by CGC or Company to Contractor hereunder. Any Six-Month Excess Cash Flow that has not been distributed prior to the currency stipulated relevant Calculation Date and is available for distribution by CGC to its parent entities will be applied on the Purchase Order, exclusive relevant Calculation Date to the payment of VAT, amounts due under this Agreement on such Calculation Date (taking into consideration the setoff and inclusive payment of all packaging and other related charges and (unless Incoterms are agreed) inclusive of delivery and insurance (“Purchase Price”amounts due under this Agreement pursuant to the immediately preceding sentence). Any increase in To the price for any reason extent that available Six-Month Excess Cash Flow is insufficient to pay some or all of the amounts due from CGC or the Company to Contractor hereunder, the failure to pay such amounts shall be not constitute a default hereunder, but all such unpaid amounts shall accrue, together with interest thereon at the Delayed Payment Rate, until the next Calculation Date at which time all such accrued but unpaid amounts will, subject to the express prior written consent application of Purchaser. 5.2 Provided this Section 2.2 on such Calculation Date, be due and owing on such Calculation Date. To the Goods extent any Six-Month Excess Cash-Flow on any Calculation Date is greater than that required to pay amounts owing to Contractor under this Agreement on such Calculation Date, such excess shall not be included in the Six-Month Excess Cash Flow calculated on any future Calculation Date. The foregoing limitations on CGC's and Services have been delivered the Company's obligations to Purchaser in accordance make payments hereunder shall terminate with respect to each Facility at such time as CGC and the Purchase Order and/or any Specification (if applicable), payment will be made by Purchaser Company no longer own such Facility or are no longer directly or indirectly wholly-owned subsidiaries of Calpine Corporation. Any amounts which are unpaid at such time or upon the termination of this Agreement with respect to Vendor for Goods and Services which comply with the Agreement in accordance with these Terms and Conditions. 5.3 Subject to Clause 5.8, the date for payment of a correctly presented and complete invoice issued by the Vendor shall be on the 20th day of each month after sixty (60) days from the receipt Facility as a result of the invoice by the Purchaser. An invoice is only deemed to be complete if it meets all requirements under applicable tax and commercial law and any requirements specified accrual described in the Agreement or as notified by the Purchaser to Vendor from time to time. Value Added Tax, where applicable, will be shown separately on all invoices as a strictly net extra. For illustrative purpose,  an invoice received by Purchaser on 20th January this Section 2.2 shall be paid by Purchaser on 20th March; and  an invoice received by Purchaser on 28th January (i) in equal monthly installments over the next two (2) years. Notwithstanding anything to the contrary, the Secured Parties shall be paid by Purchaser on 20th April. 5.4 Purchaser reserves express third party beneficiaries to this Section and the right defined terms used herein and this Section and such defined terms (to set-off any sums the extent the same are used in respect of which Vendor may be in default to Purchaser. Payment of an invoice this Section) shall not constitute acceptance by Purchaser of Goods or Services and does not relieve Vendor of its obligations under the Agreementbe amended without their written consent. 5.5 The correct Purchase Order number must be quoted on all invoices, and Purchaser will accept no liability whatsoever for invoices, delivery notes or other communications which do not bear such Purchase Order number. 5.6 To ensure payment in accordance with the above procedure, all invoices must be received at the invoice address shown on the Purchase Order. All invoices shall be submitted in duplicate and be accompanied by all necessary documentation as may be required by Purchaser from time to time or as may be required by law. In addition to any other information specified elsewhere herein, invoices and packing slips shall contain the following information: description of Goods and Services, sizes, quantities, weight, unit prices and extended totals. 5.7 Vendor acknowledges and agrees that where the Purchaser requires invoices to be received electronically, the Vendor shall work with Purchaser or Purchaser’s nominated representative to ensure that Vendor installs appropriate electronic invoicing methods. If Vendor already has an electronic invoicing system installed, Vendor shall work with Purchaser or Purchaser’s nominated representative to ensure such system is optimized. 5.8 In the event Purchaser reasonably considers that any invoice submitted by the Vendor is defective or relates to Goods supplied or Services performed otherwise than in accordance with the Vendor’s obligations under the Agreement, Purchaser shall be entitled to withhold payment of the dispute amount without interest or penalty and without prejudice to any other rights or remedies it may have until resolution of dispute, whereupon the agreed amount shall be paid at an agreed date after the dispute is resolved. Purchaser shall notify the Vendor of any dispute within thirty (30) days of receipt of the invoice. Purchaser and the Vendor shall attempt to settle such dispute in good faith within fourteen (14) days of such notification, failing which the parties shall refer such dispute for dispute resolution.