Common use of Invoicing Payment Clause in Contracts

Invoicing Payment. If Seller’s invoice price does not match the Purchase Order price, Company shall pay Seller the lesser amount. Any applicable New Mexico gross receipts tax or other sales tax shall be listed as a separate line item on Seller’s invoice. In the event Seller fails to itemize or bill applicable gross receipts or sales taxes at the time of invoice to Company, Seller shall not thereafter seek reimbursement from Company for any such taxes or penalties or interest thereon. If Seller desires reimbursement from Company for any other tax or governmental charge payable by Seller because of the manufacture, sale or delivery of the goods but such tax or charge is not incorporated into the price of the goods quoted by Seller, then Company shall have no obligation to reimburse Seller for such tax or charge unless it is listed as a separate line item on Seller’s quote to Company for the goods under this Purchase Order. Seller shall be solely responsible for any taxes based upon Seller’s net income. Seller shall be liable for and shall indemnify, defend, and save Company harmless from any interest accrued and penalties imposed due to Seller’s failure to make proper payment of any tax to the appropriate taxing authority. Unless otherwise agreed by the Company and Seller, or unless otherwise required under NMSA 57-28-1, et seq. (The Prompt Payment Act), terms are net 30 days from date of receipt of Seller’s invoice. If any payment is subject to the Prompt Payment Act, (1) Company shall make payment to Seller within twenty-one (21) days after receipt of an undisputed request for payment, and (2) Seller shall make prompt payment to its subcontractors and suppliers for amounts owed for work performed related to this Purchase Order within seven (7) days after receipt of payment from Company. Company shall not be liable for any shipping, handling, fuel surcharge or similar fees, unless expressly provided in the Purchase Order. If Company agrees to freight charges, it shall only pay actual freight charges incurred.

Invoicing Payment. If Seller’s invoice price does not match In consideration of the Purchase Order priceFAS, Company Customer shall pay Seller RSA the Service Fee together with any other fees and expenses as set forth in the Quote. Customer shall reimburse RSA for travel and other usual and customary expenses incurred by RSA’s personnel in connection with any on-site visits requested by the Customer. All Incident counts and payments are made on a FAS Term basis. The Service Fee is invoiced in advance of the FAS Term. If Service Fee is to be invoiced on a monthly basis, the monthly service fees are determined based on the total Incident allocation for the FAS Year. Therefore, where Customer has exhausted its Incident allocation before the expiration of the then current FAS Term, the stated monthly Service Fees due for the remainder of that FAS Term shall continue to become due and payable upon invoice by RSA. All Incidents allocated to a FAS Term must be used within that FAS Term; all unused Incidents shall expire without notice from RSA. Expired or unused Incidents shall not be carried forward to any subsequent FAS Term. If Customer exhausts the Incident allocation before the end of the FAS Term, RSA will suspend performance of the AP, AT, ARA, SM and Threat Report/Data Feed components of the FAS until such time when Customer renews purchases additional Incidents pursuant to an additional RSA Quotation provided however RSA may in its sole discretion continue performance of the AP, AT, ARA and SM components of the FAS subject to Customer’s obligation to reimburse RSA for an additional Incident Allocation. RSA shall submit invoices for fees and reimbursable costs and expenses and Customer shall pay each invoice in the manner specified herein. Customer will also pay all related taxes and withholdings, except for those based on RSA’s net income. If Customer is required to withhold taxes, then Customer will forward any withholding receipts to RSA. Subject to RSA’s credit approval, all amounts are due in the currency stated on the invoice and in full 30 days after the date of RSA's invoice, with interest accruing thereafter at the lesser amount. Any applicable New Mexico gross receipts tax of 1.5% per month or other sales tax shall be listed as a separate line item on Seller’s invoicethe highest lawful rate. In the event Seller fails to itemize or bill applicable gross receipts or sales taxes at the time of invoice to CompanyQuote reflects an unlimited Incident count during the FAS Term, Seller shall not thereafter seek reimbursement from Company for any such taxes or penalties or interest thereon. If Seller desires reimbursement from Company for any other tax or governmental charge payable by Seller because of Customer acknowledges that the manufacture, sale or delivery of the goods but such tax or charge is not incorporated into the price of the goods quoted by Seller, then Company shall have no obligation to reimburse Seller for such tax or charge unless it is listed as a separate line item on Seller’s quote to Company for the goods under this Purchase Order. Seller shall be solely responsible for any taxes based upon Seller’s net income. Seller shall be liable for and shall indemnify, defend, and save Company harmless from any interest accrued and penalties imposed due to Seller’s failure to make proper payment of any tax to the appropriate taxing authority. Unless otherwise agreed by the Company and Seller, or unless otherwise required under NMSA 57-28-1, et seq. (The Prompt Payment Act), terms are net 30 days from date of receipt of Seller’s invoice. If any payment is subject to the Prompt Payment Act, (1) Company shall make payment to Seller within twenty-one (21) days after receipt of an undisputed request for payment, and (2) Seller shall make prompt payment to its subcontractors and suppliers for amounts owed for work performed related to this Purchase Order within seven (7) days after receipt of payment from Company. Company shall Service Set Up Form cannot be liable for any shipping, handling, fuel surcharge or similar fees, unless expressly provided in the Purchase Order. If Company agrees to freight charges, it shall only pay actual freight charges incurredmodified without RSA express written agreement.

Invoicing Payment. If Seller’s (a) Prior to the first day of each calendar year during the Term, the parties shall agree upon an estimate of Net Sales of Products in the Territory to be achieved by JJM for such calendar year (the "Net Sales Estimate"). Integra shall invoice price does not match the Purchase Order priceProducts for each shipment at a Supply Price calculated based on the Net Sales Estimate and the tiering concept described in Section 6.1(b). Each such invoice shall also reflect amounts credited to JJM based on its Minimum Prepayments pursuant to Section 6.7 hereof and shall indicate (i) the Minimum Prepayment Amount which remains to be credited against future invoices and (ii) the amount of Excess Prepayments, Company if any. JJM shall pay Seller Integra for each shipment of Products at the lesser amount. Any applicable invoiced price within thirty (30) days from the receipt of such shipment. (b) The prices for the Products as specified in Section 6.1 are ExWorks Integra's place of manufacture or distribution in Plainsboro, New Mexico gross receipts tax Jersey or other sales tax warehouse locations. Invoices shall not be dated prior to the date of delivery of the Products ExWorks Integra's place of manufacture or distribution in New Jersey or other warehouse location. All shipments of Products shall be listed as a separate line item on Seller’s invoice. In billed to JJM at the event Seller fails to itemize or bill applicable gross receipts or sales taxes price in effect for each Product at the time of invoice to Company, Seller acceptance by Integra of JJM's order for such Products. JJM shall not thereafter seek reimbursement from Company for alone bear any such taxes or penalties or interest thereon. If Seller desires reimbursement from Company for any other tax or governmental charge payable by Seller because costs of shipment of the manufactureProducts to its warehouse as well as the amount of any and all domestic, sale foreign, state, or delivery local sales, use, value added, or other taxes (other than income or franchise taxes of Integra), custom duties, tariffs, levies, fees, or other charges which may be required to pay or collect on the sale, delivery, or transportation of the goods but such tax or charge is not incorporated into the price of the goods quoted by Seller, then Company shall have no obligation to reimburse Seller for such tax or charge unless it is listed as a separate line item on Seller’s quote to Company for the goods under this Purchase Order. Seller shall be solely responsible for any taxes based upon Seller’s net income. Seller shall be liable for and shall indemnify, defend, and save Company harmless from any interest accrued and penalties imposed due to Seller’s failure to make proper payment of any tax to the appropriate taxing authority. Unless otherwise agreed by the Company and Seller, or unless otherwise required under NMSA 57-28-1, et seq. (The Prompt Payment Act), terms are net 30 days from date of receipt of Seller’s invoiceProducts. If any payment is subject such shipment cost, tax, duty, tariff, levy, fee, or charge shall be made or imposed on Integra, JJM shall reimburse Integra therefor. (c) Acceptance and endorsement by Integra of any instrument for less than the full amount that Integra claims to the Prompt Payment Act, (1) Company shall make payment be due and payable to Seller within twenty-one (21) days after receipt of an undisputed request for payment, and (2) Seller shall make prompt payment to its subcontractors and suppliers for amounts owed for work performed related to this Purchase Order within seven (7) days after receipt of payment from Company. Company it under a purchase order or hereunder shall not be liable for deemed to be an admission of payment in full, and any shipping, handling, fuel surcharge or similar fees, unless expressly provided in conditions to the Purchase Order. If Company agrees to freight charges, it contrary that are noted on such instrument shall only pay actual freight charges incurrednot be binding on Integra.

Invoicing Payment. If Seller’s Unless otherwise specified herein, payment of an undisputed amount of an invoice price does not match the Purchase Order price, Company shall pay Seller the lesser amount. Any applicable New Mexico gross receipts tax or other sales tax shall be listed as a separate line item on Seller’s invoice. In the event Seller fails to itemize or bill applicable gross receipts or sales taxes at the time of invoice to Company, Seller shall not thereafter seek reimbursement from Company for any such taxes or penalties or interest thereon. If Seller desires reimbursement from Company for any other tax or governmental charge payable by Seller because of the manufacture, sale or delivery of the goods but such tax or charge is not incorporated into the price of the goods quoted by Seller, then Company shall have no obligation to reimburse Seller for such tax or charge unless it is listed as a separate line item on Seller’s quote to Company for the goods under this Purchase Order. Seller shall be solely responsible for any taxes based upon Seller’s net income. Seller shall be liable for and shall indemnify, defend, and save Company harmless from any interest accrued and penalties imposed due to Seller’s failure to make proper payment of any tax to the appropriate taxing authority. Unless otherwise agreed by the Company and Seller, or unless otherwise required under NMSA 57-28-1, et seq. made within thirty (The Prompt Payment Act), terms are net 30 days from date of receipt of Seller’s invoice. If any payment is subject to the Prompt Payment Act, (1) Company shall make payment to Seller within twenty-one (2130) days after receipt of an undisputed request for payment, and (2) correct invoice. Invoices are only considered received when they arrive at ▇▇▇▇▇’s designated accounts payable office. Seller shall make prompt payment all necessary efforts to its subcontractors fulfill the Order without placing on “back- order” any goods or services. Every invoice issued by Seller shall bear the name of the ship for which the goods and/or services are rendered and suppliers for amounts owed for work performed related to this Purchase Order within seven (7) days after receipt of payment from Company. Company shall not be liable for any shipping, handling, fuel surcharge or similar fees, unless expressly provided in which is stated on the Purchase Order. If Company agrees Every invoice issued by Seller shall bear the number of the purchase order for which the goods and/or services are rendered and which is stated on the Order. Buyer reserves the right to freight chargesreturn any invoice which does not state the relevant ship name or purchase order number to the Seller unpaid and without penalty until the ship name and purchase order number are properly applied and re- submitted to Buyer. Each shipment against each Order may be invoiced separately but if an invoice is issued which is not for the entire ordered amounts, it shall only pay actual be clearly marked as a part invoice or a non-closing invoice. Failure to provide this marking may result in previous closing of a purchase order and delays to the payment of subsequent invoices may result. Delay in receiving invoices, or errors and omissions on invoices, including the above, shall be considered just cause for withholding payment without losing cash discount privileges. Invoices may not be submitted prior to shipment of material or equipment and/or performance of services unless stated clearly on the Order. Seller shall include on its invoice a description of items matching the items on the Order; and, when requested by Buyer, Seller shall itemize invoices to show separate charges for material, labor, freight charges incurredor other billable costs. If goods are delivered by multiple shipments, Seller shall show each shipment separately on invoices.

Invoicing Payment. If Seller(a) In connection with each sale of a Product to Buyer, Seller will issue a provisional invoice calculated using the applicable Price for the Product. Buyer’s payment terms shall be ***, and payment shall be by EFT. Notwithstanding the foregoing, if, at any time during the Term of this Agreement, the amount of Buyer’s accounts receivable less its accounts payable (each calculated in accordance with generally accepted accounting principles consistently applied) (“Buyer’s Net Working Capital”) is more than $*** million (such excess, the “NWC Excess”), Buyer may provide written notice to Seller of such NWC Excess, together with documentation supporting such NWC Excess. Buyer agrees to use commercially reasonable efforts to reduce such NWC Excess, and Seller agrees to revise the payment terms set forth in this Section 1(a) as may be reasonably necessary to mitigate the amount of any NWC Excess. (b) A final invoice price does not match for all Products sold by Seller to Buyer in a Supply Period, calculated using the Purchase Order priceapplicable Product Prices under the formulas set forth on Exhibit B to the Agreement, Company will be issued by Seller on or before the 15th Day of the following Supply Period. (c) Buyer shall pay Seller for delivered Product(s) in U.S. dollars without any adjustments, discounts, or setoffs, on or before the lesser amountdue date. Any applicable New Mexico gross receipts tax All past due payments hereunder shall bear interest from the date due until the date paid at the rate of one and one-half percent (1 1/2%) per Month or other sales tax at the maximum rate authorized by law, whichever is less. Buyer shall be listed as a separate line item on pay all Seller’s invoicecosts (including court costs and reasonable attorney’s fees) of collecting past due payments. In the event Accounts that are past due will be ineligible for applicable allowance, deductions, or discounts, if any. (d) Refunds due from Seller fails to itemize or bill applicable gross receipts or sales taxes at the time Buyer under a final invoice on Buyer’s purchases of invoice to Company, Seller shall not thereafter seek reimbursement from Company for any such taxes or penalties or interest thereon. If Seller desires reimbursement from Company for any other tax or governmental charge payable by Seller because of the manufacture, sale or delivery of the goods but such tax or charge is not incorporated into the price of the goods quoted by Seller, then Company shall have no obligation to reimburse Seller for such tax or charge unless it is listed as a separate line item on Seller’s quote to Company for the goods under this Purchase Order. Seller shall Product in a Supply Period will be solely responsible for any taxes based upon Seller’s net income. Seller shall be liable for and shall indemnify, defend, and save Company harmless from any interest accrued and penalties imposed due credited to Seller’s failure to make proper payment invoices for Buyer’s purchases of any tax to the appropriate taxing authority. Unless otherwise agreed by the Company and Seller, or unless otherwise required under NMSA 57-28-1, et seq. (The Prompt Payment Act), terms are net 30 days from date of receipt of Seller’s invoice. If any payment is subject to the Prompt Payment Act, (1) Company shall make payment to Seller within twenty-one (21) days after receipt of an undisputed request for payment, and (2) Seller shall make prompt payment to its subcontractors and suppliers for amounts owed for work performed related to this Purchase Order within seven (7) days after receipt of payment from Company. Company shall not be liable for any shipping, handling, fuel surcharge or similar fees, unless expressly provided Product in the Purchase Order. If Company agrees to freight chargesfollowing Supply Period, it shall only pay actual freight charges incurredcommencing with Buyer’s first purchase of the Product in the following Supply Period and continuing until the refund is credited in full.

Invoicing Payment. If Seller’s invoice price does not match the Purchase Order price, Company shall pay Seller the lesser amount. Any applicable New Mexico I f Seller’s invoice includes state gross receipts tax or other sales tax, such tax shall be listed as a separate line item on Seller’s invoice. In the event Seller fails to itemize or bill applicable gross receipts or sales taxes at the time of invoice to Company, Seller shall not thereafter seek reimbursement from Company for any such taxes or penalties or interest thereon. If Seller desires reimbursement from Company for any other tax or governmental charge payable by Seller because of the manufacture, sale or delivery of the goods but such tax or charge is not incorporated into the price of the goods quoted by Seller, then Company shall have no obligation to reimburse Seller for such tax or charge unless it is listed as a separate line item on Seller’s quote to Company for the goods under this Purchase Order. Seller shall be solely responsible for any taxes based upon Seller’s net income. Seller shall be liable for and shall indemnify, defend, and save Company harmless from any interest accrued and penalties imposed due to Seller’s failure to make proper payment of any said tax to the appropriate taxing authority. Unless otherwise agreed In the event this Purchase Order shall be considered a “separated” contract as defined by the Texas Controller of Public Accounts or a “lump sum” contract as defined in the Texas Comptroller Rule 3.291, then the following shall apply, respectively: (a) Seller shall pay all taxes and contributions for unemployment insurance, old age retirement benefits, pensions, annuities, and similar benefits, which may now or thereafter be imposed on Seller by applicable laws or collective bargaining agreements with respect to persons employed by Seller for performance of work under this Purchase Order. Seller shall be liable for and shall pay and shall indemnify, defend, and hold harmless Company and its affiliates and their respective directors, officers, employees, representatives, agents, advisors, consultants and counsel from and against any and all such taxes and contributions or any interest accrued and penalties imposed, and reasonable attorney fees (including, but not limited to, income, margin, franchise, withholding, gross receipts, compensating, sales, use, property and all other taxes of whatsoever kind and whatsoever nature), excises, assessments, and other charges levied by any governmental agency or authority on Seller or on or because of the work (if any) to be performed by Seller, or unless otherwise required under NMSA 57-28-1on any materials, et seq. equipment, supplies, services, or labor furnished in performance hereunder, other than Texas sales tax for which Seller is responsible for, and any and all damages asserted or awarded against or incurred by such indemnities arising out of, resulting from or relating to such taxes. (The Prompt Payment Act)b) If this Purchase Order is considered a “separated” contract, terms are net 30 days from date of receipt of Seller’s invoice. If any payment is subject then the sum to be paid shall be separated into the cost for materials and the cost for labor and, in addition to the Prompt Payment Actsum, (1) Company shall make payment be responsible for any applicable Texas sales tax payable to the relevant taxing authority. Except as otherwise set forth. Seller within twenty-one (21) days after receipt of an undisputed request shall endeavor and cooperate with Company to minimize any such taxes for payment, and (2) which Company is responsible. Seller shall make prompt payment available to its subcontractors Company and suppliers for amounts owed for work performed related shall claim all applicable sales tax exemptions, credits or deductions relating to this Purchase Order within seven available to itself or Company, including any sale-for-resale exemption under applicable laws. Seller shall purchase all materials to be transferred to Company as part of the work (7if any) days after receipt of payment from Companytax free. Company shall not be liable required to pay or reimburse any sales taxes on equipment and materials that qualify for the manufacturing exemption under Section 151.318 of the Texas Tax Code or any other applicable exemption. For materials transferred to Company as part of this Purchase Order that do not qualify for any shippingsuch exemption, handlingsubject to the terms and conditions set forth herein, fuel surcharge or similar fees, unless expressly provided in Company shall be responsible for any applicable Texas sales tax on the Purchase Orderactual cost of such materials. If this Purchase Order includes new construction as defined by the Texas Comptroller of Public Accounts, Seller shall not charge Company agrees sales tax on the labor charges associated with such work. All invoices submitted by Seller shall separately state the charges for labor and for materials, and shall show separately all Texas sales taxes for which Company is responsible, indicating the amounts to freight chargeswhich they apply; provided that in no event shall Company be responsible for interest or penalties on sales taxes. To the extent Seller is required by applicable law to collect sales tax from Company, it Seller shall only either collect sales tax from Company or Company, at its discretion, may provide Seller with a direct pay actual freight certificate issued to Company by the State of Texas. Seller shall promptly provide Company with reports or other evidence reasonably acceptable to Company showing the payment of taxes by Seller. Seller shall indemnify, defend, and hold harmless Company and its affiliates and their respective directors, officers, employees, representatives, agents, advisors, consultants and counsel from and against any and all sales taxes and damages asserted or awarded against or incurred by such indemnities arising out of, resulting from or relating to sales taxes that are not properly and/or timely charged. In the event that an assessment for sales taxes is levied against Seller or any subcontractor, Seller shall promptly notify Company and furnish to Company a copy of such assessment. In the event that Company determines that the assessment should be contested and so notifies Seller in writing, Company may, at Company’s sole cost and expense, file such documents as are necessary to contest such assessment. Company shall exclusively control any contest, re-determination or other action regarding any such taxes or assessments, or any penalties or interest in respect thereof. Seller shall cooperate with and assist Company in any contest or proceeding relating to sales taxes payable by Company hereunder. (c) If Purchase Order is considered a “lump-sum” contract, then the amount to be paid shall not be separated into the cost for materials and the cost for labor, and Company shall not be responsible for any Texas sales tax or any other taxes with respect to any work performed by Seller hereunder. The amount shall reflect in all invoices as a lump-sum, and no invoice submitted by Seller shall separately state or itemize charges incurredfor labor or materials. The amount shall be paid by Company in one installment after completion and final acceptance of any work and/or goods in accordance with the terms and conditions set forth herein. (d) All invoices shall be paid promptly and in accordance with Chapter 28 of the Texas Property Code, as applicable.

Invoicing Payment. If Seller’s invoice price does not match the Purchase Order price, Company shall pay Seller the lesser amount. Any applicable New Mexico If Seller’s invoice includes state gross receipts tax or other sales tax, such tax shall be listed as a separate line item on Seller’s invoice. In the event Seller fails to itemize or bill applicable gross receipts or sales taxes at the time of invoice to Company, Seller shall not thereafter seek reimbursement from Company for any such taxes or penalties or interest thereon. If Seller desires reimbursement from Company for any other tax or governmental charge payable by Seller because of the manufacture, sale or delivery of the goods but such tax or charge is not incorporated into the price of the goods quoted by Seller, then Company shall have no obligation to reimburse Seller for such tax or charge unless it is listed as a separate line item on Seller’s quote to Company for the goods under this Purchase Order. Seller shall be solely responsible for any taxes based upon Seller’s net income. Seller shall be liable for and shall indemnify, defend, and save Company harmless from any interest accrued and penalties imposed due to Seller’s failure to make proper payment of any said tax to the appropriate taxing authority. Unless otherwise agreed In the event this Purchase Order shall be considered a “separated” contract as defined by the Texas Controller of Public Accounts or a “lump sum” contract as defined in the Texas Comptroller Rule 3.291, then the following shall apply, respectively: 8.1. Seller shall pay all taxes and contributions for unemployment insurance, old age retirement benefits, pensions, annuities, and similar benefits, which may now or thereafter be imposed on Seller by applicable laws or collective bargaining agreements with respect to persons employed by Seller for performance of work under this Purchase Order. Seller shall be liable for and shall pay and shall indemnify, defend, and hold harmless Company and its affiliates and their respective directors, officers, employees, representatives, agents, advisors, consultants and counsel from and against any and all such taxes and contributions or any interest accrued and penalties imposed, and reasonable attorney fees (including, but not limited to, income, margin, franchise, withholding, gross receipts, compensating, sales, use, property and all other taxes of whatsoever kind and whatsoever nature), excises, assessments, and other charges levied by any governmental agency or authority on Seller or on or because of the work (if any) to be performed by Seller, or unless otherwise required under NMSA 57-28-1on any materials, et seq. (The Prompt Payment Act)equipment, terms are net 30 days supplies, services, or labor furnished in performance hereunder, other than Texas sales tax for which Seller is responsible for, and any and all damages asserted or awarded against or incurred by such indemnities arising out of, resulting from date of receipt of Seller’s invoiceor relating to such taxes. 8.2. If any payment this Purchase Order is subject considered a “separated” contract, then the sum to be paid shall be separated into the cost for materials and the cost for labor and, in addition to the Prompt Payment Actsum, (1) Company shall make payment be responsible for any applicable Texas sales tax payable to the relevant taxing authority. Except as otherwise set forth. Seller within twenty-one (21) days after receipt of an undisputed request shall endeavor and cooperate with Company to minimize any such taxes for payment, and (2) which Company is responsible. Seller shall make prompt payment available to its subcontractors Company and suppliers for amounts owed for work performed related shall claim all applicable sales tax exemptions, credits or deductions relating to this Purchase Order within seven available to itself or Company, including any sale-for-resale exemption under applicable laws. Seller shall purchase all materials to be transferred to Company as part of the work (7if any) days after receipt of payment from Companytax free. Company shall not be liable required to pay or reimburse any sales taxes on equipment and materials that qualify for the manufacturing exemption under Section 151.318 of the Texas Tax Code or any other applicable exemption. For materials transferred to Company as part of this Purchase Order that do not qualify for any shippingsuch exemption, handlingsubject to the terms and conditions set forth herein, fuel surcharge or similar fees, unless expressly provided in Company shall be responsible for any applicable Texas sales tax on the Purchase Orderactual cost of such materials. If this Purchase Order includes new construction as defined by the Texas Comptroller of Public Accounts, Seller shall not charge Company agrees sales tax on the labor charges associated with such work. All invoices submitted by Seller shall separately state the charges for labor and for materials and shall show separately all Texas sales taxes for which Company is responsible, indicating the amounts to freight chargeswhich they apply; provided that in no event shall Company be responsible for interest or penalties on sales taxes. To the extent Seller is required by applicable law to collect sales tax from Company, it Seller shall only either collect sales tax from Company or Company, at its discretion, may provide Seller with a direct pay actual freight certificate issued to Company by the State of Texas. Seller shall promptly provide Company with reports or other evidence reasonably acceptable to Company showing the payment of taxes by Seller. Seller shall indemnify, defend, and hold harmless Company and its affiliates and their respective directors, officers, employees, representatives, agents, advisors, consultants and counsel from and against any and all sales taxes and damages asserted or awarded against or incurred by such indemnities arising out of, resulting from or relating to sales taxes that are not properly and/or timely charged. In the event that an assessment for sales taxes is levied against Seller or any subcontractor, Seller shall promptly notify Company and furnish to Company a copy of such assessment. In the event that Company determines that the assessment should be contested and so notifies Seller in writing, Company may, at Company’s sole cost and expense, file such documents as are necessary to contest such assessment. Company shall exclusively control any contest, re-determination or other action regarding any such taxes or assessments, or any penalties or interest in respect thereof. Seller shall cooperate with and assist Company in any contest or proceeding relating to sales taxes payable by Company hereunder. 8.3. If Purchase Order is considered a “lump-sum” contract, then the amount to be paid shall not be separated into the cost for materials and the cost for labor, and Company shall not be responsible for any Texas sales tax or any other taxes with respect to any work performed by Seller hereunder. The amount shall reflect in all invoices as a lump-sum, and no invoice submitted by Seller shall separately state or itemize charges incurredfor labor or materials. The amount shall be paid by Company in one installment after completion and final acceptance of any work and/or goods in accordance with the terms and conditions set forth herein. 8.4. All invoices shall be paid promptly and in accordance with Chapter 28 of the Texas Property Code, as applicable.

Invoicing Payment. If Seller’s invoice price does not match the Purchase Order price, Company shall pay Seller the lesser amount. Any applicable New Mexico gross receipts tax or other sales tax shall be listed as a separate line item on Seller’s invoice. In the event Seller fails to itemize or bill applicable gross receipts or sales taxes at the time of invoice to Company, Seller shall not thereafter seek reimbursement from Company for any such taxes or penalties or interest thereon. If Seller desires reimbursement from Company for any other tax or governmental charge payable by Seller because of the manufacture, sale or delivery of the goods but such tax or charge is not incorporated into the (a) The price of the goods quoted product(s) covered by the Agreement shall be as stated in the Commodity Schedule attached to the Agreement as Exhibit A. Purchaser shall initially pay ***, which may be shortened or lengthened (provided no longer than thirty (30) days) as necessary to be concurrent with Seller’s applicable payment due date to Branded Marketer, by way of EFT, or such other means approved by Seller, then Company shall have no obligation for all goods delivered to reimburse Purchaser hereunder. (b) Purchaser will establish a commercial account with a financial institution that provides EFT services and will authorize Seller for such tax or charge unless it is listed as a separate line item on to initiate transfers of funds between Purchaser’s account and Seller’s quote accounts for payment of all amounts due to Company for the goods Seller under this Purchase OrderAgreement. Seller shall Should any EFT transaction be solely responsible rejected by Purchaser’s financial institution for any taxes based upon Seller’s net income. reason, Seller shall may, at its sole discretion, require subsequent payments be liable for and shall indemnify, defend, and save Company harmless from any interest accrued and penalties imposed due made in cash or by other means satisfactory to Seller’s failure . (c) If at any time the financial responsibility of Purchaser shall become impaired or unsatisfactory to make proper payment of any tax to the appropriate taxing authority. Unless otherwise agreed by the Company and Seller, or unless otherwise required should Purchaser be in arrears in his accounts with Seller, Seller may require, as a condition of making further deliveries under NMSA 57this Agreement, payment by Purchaser of all past due accounts and cash payment prior to, or upon, all such future deliveries or may require Purchaser to provide to Seller adequate assurance of its performance. (d) All past due payments hereunder shall bear interest from the date due until the date paid at the rate of one and one-28-1half percent (1 1/2%) per Month or at the maximum rate authorized by law, et seqwhichever is less. (The Prompt Payment Act), terms are net 30 days from date of receipt of Purchaser shall pay all Seller’s invoicecosts (including court costs and reasonable attorney’s fees) of collecting past due payments. If any payment is subject to the Prompt Payment ActAccounts that are past due will be ineligible for applicable allowance, (1) Company shall make payment to Seller within twenty-one (21) days after receipt of an undisputed request for paymentdeductions, and (2) Seller shall make prompt payment to its subcontractors and suppliers for amounts owed for work performed related to this Purchase Order within seven (7) days after receipt of payment from Company. Company shall not be liable for any shippingor discounts, handling, fuel surcharge or similar fees, unless expressly provided in the Purchase Order. If Company agrees to freight charges, it shall only pay actual freight charges incurredif any.

Invoicing Payment. If Seller’s Unless otherwise specified herein, payment of an undisputed amount of an invoice price does not match the Purchase Order price, Company shall pay Seller the lesser amount. Any applicable New Mexico gross receipts tax or other sales tax shall be listed as a separate line item on Seller’s invoice. In the event Seller fails to itemize or bill applicable gross receipts or sales taxes at the time of invoice to Company, Seller shall not thereafter seek reimbursement from Company for any such taxes or penalties or interest thereon. If Seller desires reimbursement from Company for any other tax or governmental charge payable by Seller because of the manufacture, sale or delivery of the goods but such tax or charge is not incorporated into the price of the goods quoted by Seller, then Company shall have no obligation to reimburse Seller for such tax or charge unless it is listed as a separate line item on Seller’s quote to Company for the goods under this Purchase Order. Seller shall be solely responsible for any taxes based upon Seller’s net income. Seller shall be liable for and shall indemnify, defend, and save Company harmless from any interest accrued and penalties imposed due to Seller’s failure to make proper payment of any tax to the appropriate taxing authority. Unless otherwise agreed by the Company and Seller, or unless otherwise required under NMSA 57-28-1, et seq. made within thirty (The Prompt Payment Act), terms are net 30 days from date of receipt of Seller’s invoice. If any payment is subject to the Prompt Payment Act, (1) Company shall make payment to Seller within twenty-one (2130) days after receipt of an undisputed request for payment, and (2) correct invoice. Invoices are only considered received when they arrive at ▇▇▇▇▇’s designated accounts payable office. Seller shall make prompt payment all necessary efforts to its subcontractors fulfill the Order without placing on “back-order” any goods or services. Every invoice issued by Seller shall bear the name of the ship for which the goods and/or services are rendered and suppliers for amounts owed for work performed related to this Purchase Order within seven (7) days after receipt of payment from Company. Company shall not be liable for any shipping, handling, fuel surcharge or similar fees, unless expressly provided in which is stated on the Purchase Order. If Company agrees Every invoice issued by Seller shall bear the number of the purchase order for which the goods and/or services are rendered and which is stated on the Order. Buyer reserves the right to freight chargesreturn any invoice which does not state the relevant ship name or purchase order number to the Seller unpaid and without penalty until the ship name and purchase order number are properly applied and re-submitted to Buyer. Each shipment against each Order may be invoiced separately but if an invoice is issued which is not for the entire ordered amounts, it shall only pay actual be clearly marked as a part invoice or a non-closing invoice. Failure to provide this marking may result in previous closing of a purchase order and delays to the payment of subsequent invoices may result. Delay in receiving invoices, or errors and omissions on invoices, including the above, shall be considered just cause for withholding payment without losing cash discount privileges. Invoices may not be submitted prior to shipment of material or equipment and/or performance of services unless stated clearly on the Order. Seller shall include on its invoice a description of items matching the items on the Order; and, when requested by Buyer, Seller shall itemize invoices to show separate charges for material, labor, freight charges incurredor other billable costs. If goods are delivered by multiple shipments, Seller shall show each shipment separately on invoices.