Common use of Payment and Interest Clause in Contracts

Payment and Interest. Applicant agrees to pay, in full, the invoice amount for all purchases made from MRM promptly when due. Invoice amounts are due 30 days following delivery of the material ("Net 30"). MRM may apply any payment made by or on behalf of Applicant to any account then outstanding between Applicant and MRM. Applicant waives any right to require any particular application of any such payment. If Applicant fails to pay in full the invoice amount when due, MRM shall assess, without notice or further act, and Applicant hereby agrees to pay, interest charges at the rate of 1.5% per month (18% per annum), but not to exceed the maximum legal rate, if any, on any unpaid amount and MRM is not required to furnish any additional material on credit to Applicant while Applicant's account is in arrears. Applicant agrees to pay any and all fees and costs incurred by MRM if Applicant's check is returned by the bank for any reason including, without limitation, for insufficient funds. Sales and Use Taxes: Applicant is responsible for and agrees to pay any sales, transaction privilege or use tax due on its purchases unless Applicant has provided satisfactory proof of its tax exempt status, such as a resale or exemption certificate. MRM will include on the invoice any sales, transaction privilege or use taxes due on Applicant's purchase, if for any reason, MRM is required to pay sales, transaction privilege or use taxes in connection with any sale to Applicant, Applicant hereby agrees to indemnify and hold harmless MRM for the amount of all such tax paid and for the amount of all costs, including, but not limited to, attorneys' fees, incurred by MRM in relation thereto. Fees for Collection: Applicant agrees to pay any and all costs and expenses, including, but not limited to reasonable attorneys' fees, incurred by MRM in collecting from Applicant any past due amount. Initial Accuracy of Information: Applicant represents and warrants that any and all information now or hereafter supplied by or on behalf of Applicant to MRM is and will be accurate and complete and Applicant will, upon request, demonstrate to MRM's satisfaction the accuracy and completeness of any such information. Applicant will promptly notify MRM of any material change in any such information. Change in Financial Status: Applicant shall notify MRM by certified mail, within forty-eight (48) hours after any material change in Applicant's financial or ownership status occurs, including, but not limited to, the formation of Applicant as a corporation, limited liability company or other legal entity at any time subsequent to the date of this Credit Application.

Payment and Interest. Applicant agrees Unless otherwise stated, payment in full shall be made within 30 days of invoice. FSI reserves the right to payrequire an advanced deposit of up to 100% of the purchase price at the time of order or any time prior to delivery as a condition of performance. If for any reason FSI, in fullits sole and unfettered discretion, deems the invoice amount for all purchases made from MRM promptly when due. Invoice amounts are due 30 days following ultimate collectability of the purchase price to be in doubt, FSI may, without notice to you, delay or postpone the delivery of the material ("Net 30")Products and may, at its option, change the terms of payment to payment in full or in part in advance, with respect to the entire undelivered balance of Products. MRM may apply any In the event of default by you in the payment made by of the purchase price or on behalf of Applicant otherwise, FSI, at its option, without prejudice to any other of FSI's lawful remedies, may defer delivery, cancel your order and any other order of you, or sell any undelivered products on hand for the account then outstanding between Applicant of you and MRM. Applicant waives any right to require any particular application apply such proceeds as a credit, without set-off or deduction of any such payment. If Applicant fails kind, against the agreed upon purchase price, and you agree to pay in full the invoice amount when due, MRM shall assess, without notice or further act, and Applicant hereby agrees balance then due to pay, interest charges at the rate of 1.5% per month (18% per annum), but not to exceed the maximum legal rate, if any, FSI on any unpaid amount and MRM is not required to furnish any additional material on credit to Applicant while Applicant's account is in arrearsdemand. Applicant agrees You agree to pay any and all fees and costs incurred by MRM if Applicant's check is returned by the bank for any reason including, without limitation, for insufficient funds. Sales and Use Taxes: Applicant is responsible for and agrees to pay any sales, transaction privilege or use tax due on its purchases unless Applicant has provided satisfactory proof of its tax exempt status, such as a resale or exemption certificate. MRM will include on the invoice any sales, transaction privilege or use taxes due on Applicant's purchase, if for any reason, MRM is required to pay sales, transaction privilege or use taxes in connection with any sale to Applicant, Applicant hereby agrees to indemnify and hold harmless MRM for the amount of all such tax paid and for the amount of all costs, including, but not limited to, attorneys' fees, incurred reasonable attorney and accounting fees and other expenses of collection resulting from any default by MRM you in relation theretoany of the terms hereof. Fees for Collection: Applicant agrees Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month (or the maximum rate allowed by law). You must pay any and all costs of collection on unpaid amounts, including (without limitation) attorneys’ fees and expenses, including, but not limited to reasonable attorneys' fees, incurred by MRM in collecting from Applicant any past due amountrelated costs. Initial Accuracy of InformationWarranties: Applicant represents and FSI warrants that any and all information now its products shall, at the time of delivery, conform to the description of such products as provided to you by FSI through FSI's product directory, analytical data or hereafter supplied by or on behalf of Applicant to MRM is and will other then-current literature. THIS WARRANTY IS EXCLUSIVE, AND FSI MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS. FSI's warranties made in connection with this sale shall not be accurate and complete and Applicant willeffective if FSI has determined, upon requestin its sole discretion, demonstrate to MRM's satisfaction that you have misused the accuracy and completeness of any such information. Applicant will promptly notify MRM of any material change Products in any such informationmanner, have failed to use the Products in accordance with industry standards and practices, or have failed to use the Products in accordance with instructions, if any, furnished by FSI. Change in Financial Status: Applicant shall notify MRM by certified mailFSI'S SOLE AND EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO FSI’S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, within forty-eight IN FSI'S SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH FSI'S INSTRUCTIONS. FSI SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF FSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OF BUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY FSI’S GROSS NEGLIGENCE. THE EXCLUSION OF SUCH DAMAGES AND/OR CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARISING FROM THE PURCHASE AND/OR THESE TERMS AND CONDITIONS. FSI’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THE CONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE BREACH. THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES SHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY. ALL CLAIMS MUST BE BROUGHT WITHIN ONE (4830 Days) hours after any material change in Applicant's financial or ownership status occursOF SHIPMENT, including, but not limited to, the formation of Applicant as a corporation, limited liability company or other legal entity at any time subsequent to the date of this Credit ApplicationREGARDLESS OF THEIR NATURE.

Payment and Interest. Applicant agrees (a) The Company shall accept and /or pay all Bills drawn pursuant to pay, in full, the invoice amount terms of the LCs and pay for all purchases made from MRM promptly when due. Invoice amounts are due 30 days following delivery of the material ("Net 30"). MRM may apply Documents negotiated thereunder in accordance with the terms thereof, as also any payment made or liability incurred by or ICICI Bank under the LC and/or the Facility on behalf of Applicant the Company, together with interest, costs, charges and expenses due to any account then outstanding between Applicant and MRM. Applicant waives any right ICICI Bank in respect thereof as hereinafter mentioned. (b) The Company shall make due payment/reimbursement to require any particular application ICICI Bank of any such payment. If Applicant fails the amount payable/paid by ICICI Bank in respect of the Company’s liability under the- (i) Sight LC, on presentation of Documents; and (ii) Usance LC, on the date of its maturity. (c) The Company shall pay to pay ICICI Bank interest on amounts paid by ICICI Bank in full respect of the invoice amount when due, MRM shall assess, without notice or further act, and Applicant hereby agrees to pay, interest charges Company’s liability under the Sight LC at the rate Applicable Rate for the period from the date of 1.5% per month payment by ICICI Bank under the Sight LC upto the date of payment/reimbursement by the Company or the Date of Crystalisation, whichever is earlier and such interest shall be payable on the date of payment/reimbursement by the Company of the amounts payable under the LC or the Date of Crystalisation, as the case may be. (18% per annum), but not to exceed the maximum legal rate, if anyd) If, on any unpaid amount and MRM is not required to furnish any additional material on credit to Applicant while Applicant's account is in arrears. Applicant agrees to pay any and all fees and costs incurred by MRM if Applicant's check is returned default by the bank for any reason including, without limitation, for insufficient funds. Sales and Use Taxes: Applicant is responsible for and agrees to pay any sales, transaction privilege or use tax due on its purchases unless Applicant has provided satisfactory proof Company in paying / reimbursing amounts paid/payable by ICICI Bank in respect of its tax exempt status, such as a resale or exemption certificate. MRM will include the Company’s liability under the LCs on the invoice any salesDate of Crystalisation, transaction privilege or use taxes due on Applicant's purchase, if for any reason, MRM ICICI Bank is called upon/required to pay salesor paid, transaction privilege all or use taxes any of the monies in connection pursuance of the LCs, the Company shall forthwith pay to ICICI Bank, all amounts payable or as the case may be, paid by ICICI Bank under the LCs. (e) Notwithstanding the above and without prejudice to ICICI Bank’s rights under the Facility Agreement, ICICI Bank shall be at liberty to crystalise on the Date of Crystalisation, the Company’s outstanding liability in respect of the LCs by converting the foreign currency amount into Rupees, whereupon the Company shall be liable to pay ICICI Bank the Indian Rupee equivalent of such foreign currency amount as calculated at the Applicable Rate of Exchange (the “Defaulted Amounts”) and until such payment by the Company, the same shall unless otherwise agreed to by ICICI Bank in writing be deemed to be on demand loan to the Company. (f) The Company shall pay to ICICI Bank interest on the Defaulted Amounts at the Applicable Rate + 10% over the ICICI Bank Base Rate. Such interest shall be paid on demand. (g) The crystalisation of the Company’s liability and charging of interest at a higher rate as above shall not be deemed to create any right in the Company to default in making payments when due. (h) The Company shall pay to ICICI Bank interest on all other monies payable to ICICI Bank under the Facility Agreement, at the Applicable Rate + 10% over the ICICI Bank Base Rate. Such interest shall be payable on the dates specified in Sub-clause (f) above. (i) All interest on all monies accruing due under the Facility Agreement shall, in case the same be not paid on the respective Due Dates, carry further interest at the Applicable rate + 10% over the ICICI Bank Base Rate. Such interest will be computed from the respective Due Dates and shall become payable upon the footing of compound interest with any sale to Applicantquarterly rests and shall be payable on the dates specified in Sub-clause (f) above. (j) The interest rates mentioned in Sub-clauses (f), Applicant hereby agrees to indemnify (h) and hold harmless MRM (i) above shall until creation of full and final security for the amount Facility as specified in Article IV hereof in favour of ICICI Bank be increased by the same percentage as specified in Section2.2 (b) hereof. (k) All provisions in the Facility Agreement shall apply to all such tax paid and for payments made by ICICI Bank in pursuance of the amount of all costs, including, but not limited to, attorneys' fees, incurred by MRM in relation thereto. Fees for Collection: Applicant agrees to pay any and all costs and expenses, including, but not limited to reasonable attorneys' fees, incurred by MRM in collecting from Applicant any past due amount. Initial Accuracy of Information: Applicant represents and warrants that any and all information now or hereafter supplied by or on behalf of Applicant to MRM is and will be accurate and complete and Applicant will, upon request, demonstrate to MRM's satisfaction the accuracy and completeness of any such information. Applicant will promptly notify MRM of any material change in any such information. Change in Financial Status: Applicant shall notify MRM by certified mail, within forty-eight (48) hours after any material change in Applicant's financial or ownership status occurs, including, but not limited to, the formation of Applicant as a corporation, limited liability company or other legal entity at any time subsequent to the date of this Credit ApplicationLCs.