Common use of Invoices; Payment Clause in Contracts

Invoices; Payment. 4.1 Customer will purchase Product on open account by submitting purchase orders to Supplier from time to time during the Term. On or before Thursday prior to the commencement of each Week, Customer shall provide Supplier with a binding purchase order specifying (A) the amount of Ottawa Product and 100-M Product ordered and (B) the time(s) and date(s) during the Week following the date on which the purchase order was submitted that Customer will pick up the Product at the Supplier’s Facility. Purchase orders may be submitted electronically or in hard copy, or in such other manner as may be mutually acceptable to Customer and Supplier. The purchase orders submitted by Customer for Ottawa Product generally shall be in the following ratios of mesh sizes: (i) during the Kosse Supply Period, ratios of mesh sizes *** are expected to be ***, and (ii) during the Wisconsin Supply Period, ratios of mesh sizes *** expected to be ***; provided, however, that that Parties acknowledge and agree that the ratios of mesh sizes delivered to Customer shall ultimately be determined by the Supplier’s current availability of Ottawa Product. In the event of a material change in the anticipated ratios, Supplier shall provide written notice of such change to Customer and the Parties shall negotiate in good faith to determine the new ratios. 4.2 Supplier will invoice Customer (i) for Product purchased by Customer within five (5) Business Days after Customer picks up the Product at Supplier’s Facility, (ii) for any amounts due as an Annual True-Up within ten (10) Business Days of such amounts becoming due, (iii) for Supplier Railcars leased by Customer within five (5) Business Days of the Required Supplier Railcar Return Date, (iv) for Railcar Late Fees that may apply to any Supplier Railcar within five (5) Business Days of the date such Supplier Railcar is returned to Supplier’s Facility, and (v) for all sales or use taxes and applicable import or export taxes and charges within five (5) Business Days of Supplier being assessed, receiving invoices or remitting payment for such amounts. Customer shall pay invoices by wire transfer or electronic funds transfer (EFT) of immediately available funds (to the account provided by Supplier, as updated from time to time in writing) within thirty (30) days from the date of receipt of such invoice by Customer setting forth the amount due. If Customer fails to pay Supplier within thirty (30) days from the date of receipt of an invoice sent by Supplier, Supplier may send Customer a late payment notice (the first such notice, the “First Late Payment Notice” and each subsequent notice, a “Subsequent Late Payment Notice”). If Customer fails to pay Supplier the amount due on any invoice for which Supplier has sent the First Late Payment Notice within thirty (30) days of receipt of the First Late Payment Notice, Supplier shall have the right to (i) withhold shipments to Customer and in such event Customer shall not be relieved of its Wisconsin Supply Period Annual Minimum Tonnage obligations and/or (ii) exercise the termination rights provided in Section 10.1.2. If Customer fails to pay Supplier the amount due on any invoice for which Supplier has sent a Subsequent Late Payment Notice within fifteen (15) days of receipt of such Subsequent Late Payment Notice, Supplier shall have the right to (i) withhold shipments to Customer and in such event Customer shall not be relieved of its Wisconsin Supply Period Annual Minimum Tonnage obligations and/or (ii) exercise the termination rights provided in Section 10.1.3. Payments made by Customer shall not be construed as a waiver of any rights Customer may have under this Agreement for defective or nonconforming Product.

Invoices; Payment. 4.1 Customer will purchase Product on open account by submitting purchase orders to Supplier from time to time during the Term. (a) On or before Thursday prior a schedule that is mutually agreeable to the commencement of each WeekParties, Customer shall provide Supplier with a binding purchase order specifying (A) the amount of Ottawa Product and 100-M Product ordered and (B) the time(s) and date(s) during the Week following the date on which the purchase order was submitted that Customer will pick up the Product at the Supplier’s Facility. Purchase orders may be submitted electronically or in hard copy, or in such other manner as may be mutually acceptable to Customer and Supplier. The purchase orders for Ottawa Product submitted by Customer for Ottawa Product generally shall be in the following ratios of mesh sizes: (i) during the Kosse Product Supply Period and during the Transition Period, ratios are anticipated to be in ratio of 1:3 of mesh sizes *** are expected to be ***20/40 and 30/70, and (ii) during the Wisconsin Product Supply Period, are anticipated to be in ratios of 1:1:1 of mesh sizes *** expected to be ***20/40, 30/50 and 40/70, respectively; provided, however, that that the Parties acknowledge and agree that the ratios of mesh sizes of Ottawa Product delivered to Customer in all cases during the Kosse Product Supply Period, the Transition Period and the Wisconsin Product Supply Period shall ultimately be determined by the Supplier’s current mine feed and inventory availability of Ottawa Product. In the event of a material change in the anticipated ratios, Supplier shall provide written notice of such change to Customer and the Parties shall negotiate in good faith to determine the new ratios. 4.2 (b) Supplier will invoice Customer (i) for Product purchased by Customer within five (5) Business Days after Customer picks up the Product at Supplier’s Facility, (ii) for any amounts due as an Annual True-Up within ten (10) Business Days of such amounts becoming due, (iii) for Supplier Railcars leased subleased by Customer within five (5) Business Days of the Required Supplier Railcar Return Release Date, (iviii) for Railcar Late Fees that may apply to any Supplier Railcar within five (5) Business Days of the date such Supplier Railcar is returned released back to Supplier’s Facilitythe rail carrier pursuant to Section 3.4, and (viv) for all sales or use taxes and or applicable import or export taxes and charges within five (5) Business Days of Supplier being assessed, receiving invoices or remitting payment for such amounts. Customer shall pay remit payment for all invoices by wire transfer or electronic funds transfer (EFT) of immediately available funds (to the an account provided by Supplier, Supplier (as updated from time to time in writing) ), or any other mutually agreed upon payment form, within thirty (30) 30 days from the date of receipt of such invoice by Customer setting forth the amount due. If Customer fails Any time the aggregate amount of *** due to pay Supplier within thirty (30) under this Agreement remains unpaid for 45 days from past the date of receipt of an invoice sent by Supplier, Supplier may send Customer a late payment notice (the first such notice, the “First Late Payment Notice” and each subsequent notice, a “Subsequent Late Payment Notice”). If Customer fails to pay Supplier the amount applicable due on any invoice for which Supplier has sent the First Late Payment Notice within thirty (30) days of receipt of the First Late Payment Noticedates, Supplier shall have the right to (i) withhold shipments to Customer and in such event Customer shall not be relieved of its Wisconsin Supply Period Annual Minimum Tonnage obligations and/or (ii) exercise the termination rights provided in Section 10.1.2. If Customer fails to pay Supplier the amount due on any invoice for which Supplier has sent a Subsequent Late Payment Notice within fifteen (15) days of receipt of such Subsequent Late Payment Notice, Supplier shall have the right to (i) withhold shipments to Customer and in such event Customer shall not be relieved of its Wisconsin Supply Period Annual Minimum Tonnage obligations and/or (ii) exercise the termination rights provided in Section 10.1.3. Payments made by Customer shall not be construed as a waiver of any rights Customer may have under this Agreement for defective or nonconforming Productobligations.

Invoices; Payment. 4.1 Customer will purchase Product on open account by submitting purchase orders to Supplier from time to time during the Term. On or before Thursday prior to the commencement of each Week, Customer shall provide Supplier with a binding purchase order specifying (A) the amount of Ottawa Product and 100-M Product ordered and (B) the time(s) and date(s) during the Week following the date on which the purchase order was submitted that Customer will pick up the Product at the Supplier’s Facility. Purchase orders may be submitted electronically or in hard copy, or in such other manner as may be mutually acceptable to Customer and Supplier. The purchase orders submitted by Customer for Ottawa Product generally shall be in the following ratios of mesh sizes: (i) during the Kosse Supply Period, ratios of mesh sizes *** are expected to be ***, and (ii) during the Wisconsin Supply Period, ratios of mesh sizes *** expected to be ***; provided, however, that that Parties acknowledge and agree that the ratios of mesh sizes delivered to Customer shall ultimately be determined by the Supplier’s current availability of Ottawa Product. In the event of a material change in the anticipated ratios, Supplier shall provide written notice of such change to Customer and the Parties shall negotiate in good faith to determine the new ratios. 4.2 Supplier will invoice Customer (i) for Product purchased by Customer within five (5) Business Days after Customer picks up the Product at Supplier’s Facility, (ii) for any amounts due as an Annual True-Up within ten (10) Business Days of such amounts becoming due, (iii) for Supplier *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Railcars leased by Customer within five (5) Business Days of the Required Supplier Railcar Return Date, (iv) for Railcar Late Fees that may apply to any Supplier Railcar within five (5) Business Days of the date such Supplier Railcar is returned to Supplier’s Facility, and (v) for all sales or use taxes and applicable import or export taxes and charges within five (5) Business Days of Supplier being assessed, receiving invoices or remitting payment for such amounts. Customer shall pay invoices by wire transfer or electronic funds transfer (EFT) of immediately available funds (to the account provided by Supplier, as updated from time to time in writing) within thirty (30) days from the date of receipt of such invoice by Customer setting forth the amount due. If Customer fails to pay Supplier within thirty (30) days from the date of receipt of an invoice sent by Supplier, Supplier may send Customer a late payment notice (the first such notice, the “First Late Payment Notice” and each subsequent notice, a “Subsequent Late Payment Notice”). If Customer fails to pay Supplier the amount due on any invoice for which Supplier has sent the First Late Payment Notice within thirty (30) days of receipt of the First Late Payment Notice, Supplier shall have the right to (i) withhold shipments to Customer and in such event Customer shall not be relieved of its Wisconsin Supply Period Annual Minimum Tonnage obligations and/or (ii) exercise the termination rights provided in Section 10.1.2. If Customer fails to pay Supplier the amount due on any invoice for which Supplier has sent a Subsequent Late Payment Notice within fifteen (15) days of receipt of such Subsequent Late Payment Notice, Supplier shall have the right to (i) withhold shipments to Customer and in such event Customer shall not be relieved of its Wisconsin Supply Period Annual Minimum Tonnage obligations and/or (ii) exercise the termination rights provided in Section 10.1.3. Payments made by Customer shall not be construed as a waiver of any rights Customer may have under this Agreement for defective or nonconforming Product.

Invoices; Payment. 4.1 Customer will purchase Product on open account by submitting purchase orders to Supplier from time to time during the Term. (a) On or before Thursday prior a schedule that is mutually agreeable to the commencement of each WeekParties, Customer shall provide Supplier with a binding purchase order specifying (A) the amount of Ottawa Product and 100-M Product ordered and (B) the time(s) and date(s) during the Week following the date on which the purchase order was submitted that Customer will pick up the Product at the Supplier’s Facility. Purchase orders may be submitted electronically or in hard copy, or in such other manner as may be mutually acceptable to Customer and Supplier. The purchase orders for Ottawa Product submitted by Customer for Ottawa Product generally shall be in the following ratios of mesh sizes: (i) during the Kosse Product Supply Period and during the Transition Period, ratios are anticipated to be in ratio of 1:3 of mesh sizes *** are expected to be ***20/40 and 30/70, and (ii) during the Wisconsin Product Supply Period, are anticipated to be in ratios of 1:1:1 of mesh sizes *** expected to be ***20/40, 30/50 and 40/70, respectively; provided, however, that that the Parties acknowledge and agree that the ratios of mesh sizes of Ottawa Product delivered to Customer in all cases during the Kosse Product Supply Period, the Transition Period and the Wisconsin Product Supply Period shall ultimately be determined by the Supplier’s current mine feed and inventory availability of Ottawa Product. In the event of a material change in the anticipated ratios, Supplier shall provide written notice of such change to Customer and the Parties shall negotiate in good faith to determine the new ratios. 4.2 (b) Supplier will invoice Customer (i) for Product purchased by Customer within five (5) Business Days after Customer picks up the Product at Supplier’s Facility, (ii) for any amounts due as an Annual True-Up within ten (10) Business Days of such amounts becoming due, (iii) for Supplier Railcars leased subleased by Customer within five (5) Business Days of the Required Supplier Railcar Return Release Date, (iviii) for Railcar Late Fees that may apply to any Supplier Railcar within five (5) Business Days of the date such Supplier Railcar is returned released back to Supplier’s Facilitythe rail carrier pursuant to Section 3.4, and (viv) for all sales or use taxes and or applicable import or export taxes and charges within five (5) Business Days of Supplier being assessed, receiving invoices or remitting payment for such amounts. Customer shall pay remit payment for all invoices by wire transfer or electronic funds transfer (EFT) of immediately available funds (to the an account provided by Supplier, Supplier (as updated from time to time in writing) ), or any other mutually agreed upon payment form, within thirty (30) 30 days from the date of receipt of such *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. invoice by Customer setting forth the amount due. If Customer fails Any time the aggregate amount of *** due to pay Supplier within thirty (30) under this Agreement remains unpaid for 45 days from past the date of receipt of an invoice sent by Supplier, Supplier may send Customer a late payment notice (the first such notice, the “First Late Payment Notice” and each subsequent notice, a “Subsequent Late Payment Notice”). If Customer fails to pay Supplier the amount applicable due on any invoice for which Supplier has sent the First Late Payment Notice within thirty (30) days of receipt of the First Late Payment Noticedates, Supplier shall have the right to (i) withhold shipments to Customer and in such event Customer shall not be relieved of its Wisconsin Supply Period Annual Minimum Tonnage obligations and/or (ii) exercise the termination rights provided in Section 10.1.2. If Customer fails to pay Supplier the amount due on any invoice for which Supplier has sent a Subsequent Late Payment Notice within fifteen (15) days of receipt of such Subsequent Late Payment Notice, Supplier shall have the right to (i) withhold shipments to Customer and in such event Customer shall not be relieved of its Wisconsin Supply Period Annual Minimum Tonnage obligations and/or (ii) exercise the termination rights provided in Section 10.1.3. Payments made by Customer shall not be construed as a waiver of any rights Customer may have under this Agreement for defective or nonconforming Productobligations.

Invoices; Payment. 4.1 Customer will purchase Product on open account by submitting purchase orders to Supplier from time to time during 1.9.1 HISD standard payment terms are net 30 days after receipt of invoice. Vendor may offer the TermDistrict a cash discount for payment of an invoice(s) with stated discount terms. On or before Thursday prior Vendor’s invoices should be sent as a preferred method to the commencement email address: ▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or by mail to Houston Independent School District, Controller’s Office, Accounts Payable Department, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Accounts Payable will receive your invoice to be processed. Alternative payment terms may be accepted at HISD discretion. Invoices shall be directed to HISD’s Accounts Payable Department. All invoices shall be itemized to include the type of each Week, Customer good(s) and/or service(s) rendered. Vendor shall provide Supplier with submit invoices within a binding purchase order specifying (A) the amount of Ottawa Product and 100-M Product ordered and (B) the time(s) and date(s) timely manner during the Week following the date on HISD’s fiscal year in which the purchase order was submitted that Customer will pick up the Product at the Supplier’s Facility. Purchase orders may be submitted electronically or in hard copy, or in such other manner as may be mutually acceptable to Customer and Supplier. The purchase orders submitted by Customer for Ottawa Product generally shall be in the following ratios of mesh sizes: (igood(s) during the Kosse Supply Period, ratios of mesh sizes *** and/or services are expected to be ***, and (ii) during the Wisconsin Supply Period, ratios of mesh sizes *** expected to be ***; provided, however, that that Parties acknowledge and agree that the ratios of mesh sizes delivered to Customer shall ultimately be determined by the Supplier’s current availability of Ottawa Productpurchased. In the event of a material change in the anticipated ratiosaccordance with Texas Government Code § 2251.021, Supplier shall provide written notice of such change payments are due to Customer and the Parties shall negotiate in good faith to determine the new ratios. 4.2 Supplier will invoice Customer (i) for Product purchased by Customer within five (5) Business Days after Customer picks up the Product at Supplier’s Facility, (ii) for any amounts due as an Annual True-Up within ten (10) Business Days of such amounts becoming due, (iii) for Supplier Railcars leased by Customer within five (5) Business Days of the Required Supplier Railcar Return Date, (iv) for Railcar Late Fees that may apply to any Supplier Railcar within five (5) Business Days of the date such Supplier Railcar is returned to Supplier’s Facility, and (v) for all sales or use taxes and applicable import or export taxes and charges within five (5) Business Days of Supplier being assessed, receiving invoices or remitting payment for such amounts. Customer shall pay invoices by wire transfer or electronic funds transfer (EFT) of immediately available funds (to the account provided by Supplier, as updated from time to time in writing) Vendor within thirty (30) days after the later of the following: (1) the date HISD receives the goods under the Agreement; (2) the date the performance of the service under the Agreement is completed; or (3) the date HISD receives an invoice for the goods or service. Vendor agrees to pay any subcontractors, if any, the appropriate share of the payment received from HISD not later than the tenth (10th) day after the date Vendor receives the payment from HISD. The exceptions to payments made by HISD and/or Vendor listed in Texas Government Code § 2251.002 shall apply to this Agreement. 1.9.2 Invoices will be date and time stamped upon receipt in the Accounts Payable Department, and the cash discount, when applicable, will be calculated from the date of “receipt of such invoice by Customer setting forth date” stamped on the amount dueinvoice. If Customer fails Vendor offers a discount in the proposal, this discount will also apply to pay Supplier within thirty (30) days from all other solicitations that the date Vendor has been previously awarded. Vendor’s invoices must contain the appropriate HISD purchase order number on the face of receipt the invoice. Each line item on the invoice should contain the corresponding line item number shown on the purchase order. Invoices submitted without the correct purchase order number may be returned to the Vendor for correction. Corrected invoices will be subject to the same payment provisions as original invoices. 1.9.3 In the event Vendor presents the District with invoices, statements, reports, etc. that are incomplete, inaccurate or in need of an invoice sent substantial internal research, such action could result in delay of payment. The District will not be responsible for any interest charges and/or late fees because of delayed payment due to time delays caused by Supplier, Supplier inadequate or incomplete information provided in invoices by Vendor. 1.9.4 In addition to all other rights and remedies that the District may send Customer a late payment notice (the first such noticehave, the “First Late Payment Notice” and each subsequent notice, a “Subsequent Late Payment Notice”). If Customer fails to pay Supplier the amount due on any invoice for which Supplier has sent the First Late Payment Notice within thirty (30) days of receipt of the First Late Payment Notice, Supplier District shall have the right to (i) withhold shipments setoff, against any and all amounts due to Customer and in such event Customer shall not be relieved of its Wisconsin Supply Period Annual Minimum Tonnage obligations and/or (ii) exercise Vendor by the termination rights provided in Section 10.1.2. If Customer fails to pay Supplier the amount District, whether due on any invoice for which Supplier has sent a Subsequent Late Payment Notice within fifteen (15) days of receipt of such Subsequent Late Payment Notice, Supplier shall have the right to (i) withhold shipments to Customer and in such event Customer shall not be relieved of its Wisconsin Supply Period Annual Minimum Tonnage obligations and/or (ii) exercise the termination rights provided in Section 10.1.3. Payments made by Customer shall not be construed as a waiver of any rights Customer may have under this Agreement or any other agreement between HISD (including any division of HISD) and Vendor, any sums for defective or nonconforming Productwhich the District is entitled to under this Agreement, as determined by the District in its sole discretion, including, without limitation, sums due by Vendor to HISD as a result of indemnification obligations, warranty claims, and/or HISD Administrative Fee(s), as applicable.