Prices and Payment Terms. 2.1 Unless otherwise agreed our prices apply to unpackaged and not specially oiled goods, ex works, on the Oberhausen freight basis and inclusive of VAT for domestic deliveries. In the event that between contract and delivery there is a significant change in certain cost factors, such as the costs of wages, raw materials, energy or freight, then the agreed price may be adjusted to encompass the influence of prevailing cost factors. 2.2 Payments are to be made to us without deduction by the 15th of the month following the delivery ex works. 2.3 If the credit period is exceeded, interest will be charged at the rate the bank charges for current account overdrafts, but at least 9 percent above the base- lending rate of the European Central Bank and an additional lump sum of EUR 40. 2.4 The purchaser has the right of set-off in respect of undisputed or previously adjudicated claims. He may only exercise rights of retention insofar as these relate to the same contract and are undisputed and/or judicially resolved. 2.5 In the event of circumstances arising after the conclusion of the contract such as to jeopardise significantly our claim to payment, i.e. the insolvency of the purchaser, we are entitled irrespective of the term of any Bill of Exchange to call for payment. In the event of arrears of payment such as to jeopardise our claims we are entitled to recover the goods, if necessary entering on the premises of the purchaser to remove them. We may furthermore prohibit the further processing of the goods supplied. These provisions do not apply if the purchaser is not responsible for the delay of payment. Taking back the goods does not represent a withdrawal from the contract. In either case we may revoke authorization to collect payment on resale pursuant to Clause 8.7 below and request payment in advance for orders still outstanding. All these legal consequences can be adverted by the purchaser providing security for payment in a sum corresponding to our outstanding claims. At the same time we are entitled in the event of a significant deterioration of the financial circumstances to execute outstanding orders only against pre-payment and/or on the expiry of a suitable period of notice to withdraw from the contract without prejudice to any claim for damages for non-performance. 2.6 We reserve the right to call for security of a type and extent that is customary for our claims whether these be contingent or limited as to time. 2.7 The legal consequences of default in payment remain unaffected. 2.8 We are entitled to settle obligations of any subsidiary company within our company group towards their purchaser, applying our own requirements at any time. In this case the commitment to pay no longer applies to our subsidiary and the debt is cancelled to the amount of the obligation which the purchaser is given notice thereof. We are prepared to notify about the group of subsidiaries at the buyer’s request. The above-mentioned authority to settle applies, furthermore, to requirements and obligations, which are not yet due, granting a rate of interest to the amount of the usual bank interest rates. There is no opposition to different forms of payment with settlements of this kind: (e.g., cash on the hand, B/E on the other.) Our authority to settle is cancelled 10 days before a possible suspension of payments or an application for insolvency against the assets of the buyer, in the event of the application for insolvency leading to the opening of bankruptcy proceedings. 2.9 In the event of job processing being undertaken, our prices will be as fixed on the basis of industry standard for basic materials and presuming customary fabrication coil weights and coil make-up. In the event of any variation therefrom we reserve the right to charge any additional cost to the purchaser. complaints of defects in the event of job processing can only refer to work carried out by us.
Appears in 2 contracts
Sources: General Terms and Conditions, Terms of Sale
Prices and Payment Terms. 2.1 Unless otherwise agreed our prices apply A. Customer shall pay Alchemy monthly recurring fees (the "Recurring Fees"), which shall include charges for use and occupancy of the Collocation Space (the "Occupancy Fees"), connectivity (or cross- connect fees, if applicable), power charges, if applicable and system administration. In addition to unpackaged any Recurring Fees, Customer shall be charged non-recurring fees for build-out of the Collocation Space (the "Build-Out Charges"), including, where applicable, cross-connect installation fees and/or Dispatch Labor Charges, where applicable, which shall be set forth in the relevant Collocation Schedule and the Exhibits thereto. If Customer requests that Alchemy provide services not specially oiled goodsdelineated herein or in the Collocation Schedule at any time during the Term, ex worksCustomer agrees to pay Alchemy's price for such services in effect at the time such service was rendered.
B. Prices do not include taxes, except as specifically stated herein. Customer agrees to pay or reimburse Alchemy for any applicable taxes that are levied based on the transactions hereunder, exclusive of taxes on income and real estate taxes on the Ten-ninal Facility. Any such charges shall be invoiced and payable within the payment terms of this Agreement. Alchemy agrees to provide Customer with reasonable documentation to support invoiced amounts applied to taxes within thirty (30) calendar days of receipt of a Customer's written request.
C. The Occupancy Fee and/or Power Charges shall be increased to reflect any increases incurred by and required under the lease relevant to the Premises in which the Collocation Space is located. Customer shall pay to Alchemy its pro rata share of any such increases based on the number of square feet of the Collocation Space compared to the number of square feet leased by Alchemy under the applicable lease. Alchemy shall notify Customer of any such increase as soon as practicable.
D. All Recurring Fees shall be invoiced thirty (30) days prior to the beginning of each month commencing thirty (30) days prior to the first day of the Term as identified in the Collocation Schedule and thereafter, on the Oberhausen freight basis first day of each calendar month. Charges for partial months shall be prorated accordingly. All Recurring Fees shall be payable net thirty (30) days from date of invoice and inclusive prior to the beginning of VAT for domestic deliveriesthe invoiced period. In Customer shall be subject to late charges if payment is not received within the event that between contract and delivery there is a significant change in certain cost factors, such as payment ten-n period. The late payment charges will be calculated based on 1.5% per month of the costs of wages, raw materials, energy or freight, then the agreed price may be adjusted to encompass the influence of prevailing cost factorsunpaid amount.
2.2 Payments are to be made to us without deduction by E. Charges delineated in the 15th Collocation Schedule for build-out of the month following Collocation Space shall be invoiced and paid by Customer when invoiced. Alchemy may require payment of up to fifty percent (50%) of the delivery ex works"Build Out Fees" prior to commencing construction.
2.3 If F. Customer agrees to reimburse Alchemy for all reasonable repair or restoration costs associated with damage or destruction caused by Customer's personnel, Customer's agent(s) or Customer's suppliers/contractors or Customer's visitors during the credit period is exceeded, interest will be charged at the rate the bank charges for current account overdrafts, but at least 9 percent above the base- lending rate Term or as a consequence of Customer's removal of the European Central Bank and an additional lump sum of EUR 40.
2.4 The purchaser has the right of set-off in respect of undisputed Equipment or previously adjudicated claims. He may only exercise rights of retention insofar as these relate to the same contract and are undisputed and/or judicially resolved.
2.5 In the event of circumstances arising after the conclusion of the contract such as to jeopardise significantly our claim to payment, i.e. the insolvency of the purchaser, we are entitled irrespective of the term of any Bill of Exchange to call for payment. In the event of arrears of payment such as to jeopardise our claims we are entitled to recover the goods, if necessary entering on the premises of the purchaser to remove them. We may furthermore prohibit the further processing of the goods supplied. These provisions do not apply if the purchaser is not responsible for the delay of payment. Taking back the goods does not represent a withdrawal from the contract. In either case we may revoke authorization to collect payment on resale pursuant to Clause 8.7 below and request payment in advance for orders still outstanding. All these legal consequences can be adverted by the purchaser providing security for payment in a sum corresponding to our outstanding claims. At the same time we are entitled property installed in the event of a significant deterioration of the financial circumstances to execute outstanding orders only against pre-payment and/or on the expiry of a suitable period of notice to withdraw from the contract without prejudice to any claim for damages for non-performanceCollocation Space.
2.6 We reserve the right to call for security of a type and extent that is customary for our claims whether these be contingent or limited as to time.
2.7 The legal consequences of default in payment remain unaffected.
2.8 We are entitled to settle obligations of any subsidiary company within our company group towards their purchaser, applying our own requirements at any time. In this case the commitment to pay no longer applies to our subsidiary and the debt is cancelled to the amount of the obligation which the purchaser is given notice thereof. We are prepared to notify about the group of subsidiaries at the buyer’s request. The above-mentioned authority to settle applies, furthermore, to requirements and obligations, which are not yet due, granting a rate of interest to the amount of the usual bank interest rates. There is no opposition to different forms of payment with settlements of this kind: (e.g., cash on the hand, B/E on the other.) Our authority to settle is cancelled 10 days before a possible suspension of payments or an application for insolvency against the assets of the buyer, in the event of the application for insolvency leading to the opening of bankruptcy proceedings.
2.9 In the event of job processing being undertaken, our prices will be as fixed on the basis of industry standard for basic materials and presuming customary fabrication coil weights and coil make-up. In the event of any variation therefrom we reserve the right to charge any additional cost to the purchaser. complaints of defects in the event of job processing can only refer to work carried out by us.
Appears in 2 contracts
Sources: Terminal Facility Collocation Agreement (Nettaxi Inc), Terminal Facility Collocation Agreement (Nettaxi Inc)
Prices and Payment Terms. 2.1 Unless otherwise agreed our prices apply to unpackaged A. Customer shall pay NETTAXI monthly recurring fees (the "Recurring Fees"), which shall include charges for use and not specially oiled goodsoccupancy of the Space (the "Occupancy Fees"), ex worksconnectivity (or cross-connect fees, on the Oberhausen freight basis if applicable), power charges and, where applicable, technical support and inclusive of VAT for domestic deliveriessystem administration. In addition to any Recurring Fees, Customer shall be charged non-recurring fees for build-out of the event Space (the "Build-Out Charges"), where applicable, Escort charges, and other services, which shall be set forth in the DCSO agreement. If Customer requests that between contract and delivery there is a significant change Nettaxi provide services not delineated herein or in certain cost factorsthe DCSO agreement at any time during the Term, Customer agrees to pay the fee for such as services in effect at the costs of wages, raw materials, energy or freight, then the agreed price may be adjusted to encompass the influence of prevailing cost factors.
2.2 Payments are to time such service was rendered. All payments will be made to us without deduction by the 15th of the month following the delivery ex works.
2.3 If the credit period is exceeded, in U.S. dollars. Late payments hereunder will accrue interest will be charged at the rate the bank charges for current account overdrafts, but at least 9 percent above the base- lending rate of the European Central Bank and an additional lump sum of EUR 40.
2.4 The purchaser has the right of set-off in respect of undisputed or previously adjudicated claims. He may only exercise rights of retention insofar as these relate to the same contract and are undisputed and/or judicially resolved.
2.5 In the event of circumstances arising after the conclusion of the contract such as to jeopardise significantly our claim to payment, i.e. the insolvency of the purchaser, we are entitled irrespective of the term of any Bill of Exchange to call for payment. In the event of arrears of payment such as to jeopardise our claims we are entitled to recover the goods, if necessary entering on the premises of the purchaser to remove them. We may furthermore prohibit the further processing of the goods supplied. These provisions do not apply if the purchaser is not responsible for the delay of payment. Taking back the goods does not represent a withdrawal from the contract. In either case we may revoke authorization to collect payment on resale pursuant to Clause 8.7 below and request payment in advance for orders still outstanding. All these legal consequences can be adverted by the purchaser providing security for payment in a sum corresponding to our outstanding claims. At the same time we are entitled in the event of a significant deterioration of the financial circumstances to execute outstanding orders only against pre-payment and/or on the expiry of a suitable period of notice to withdraw from the contract without prejudice to any claim for damages for non-performance.
2.6 We reserve the right to call for security of a type and extent that is customary for our claims whether these be contingent or limited as to time.
2.7 The legal consequences of default in payment remain unaffected.
2.8 We are entitled to settle obligations of any subsidiary company within our company group towards their purchaser, applying our own requirements at any time. In this case the commitment to pay no longer applies to our subsidiary and the debt is cancelled to the amount of the obligation which the purchaser is given notice thereof. We are prepared to notify about the group of subsidiaries at the buyer’s request. The above-mentioned authority to settle applies, furthermore, to requirements and obligations, which are not yet due, granting a rate of interest one and one-half percent (1 %) per month, or the highest rate allowed by applicable law, whichever is lower. If in its judgment Nettaxi determines that Customer is not creditworthy or is otherwise not financially secure, Nettaxi may, upon written notice to Customer, modify the payment terms to require assurances to secure Customer's payment obligations hereunder.
B. All payments required by this Agreement are exclusive of all national, state, municipal or other governmental excise, sales, value-added, use, personal property, and occupational taxes, excises, withholding taxes and obligations and other levies now in force or enacted in the future, all of which Customer will be responsible for and will pay in full. Customer agrees to pay or reimburse Nettaxi for any applicable taxes that are levied based on the transactions hereunder, exclusive of taxes on income and real estate taxes on the Data Center. Any such charges shall be invoiced and payable within the payment terms of this Agreement. Nettaxi agrees to provide Customer with reasonable documentation to support invoiced amounts applied to taxes within thirty (30) calendar days of receipt of a Customer's written request.
C. The Occupancy Fee and/or Power Charges shall be increased to reflect any increases incurred by and required under the lease relevant to the amount Premises in which the Space is located. Customer shall pay to Nettaxi its pro rata share of any such increases based on the number of square feet of the usual bank interest ratesSpace compared to the number of square feet leased by Nettaxi under the applicable lease. There is no opposition to different forms Nettaxi shall notify Customer of any such increase as soon as practicable.
D. Payments shall be due upon Customer's receipt of each monthly invoice. Late payment with settlements of this kind: (e.g., cash charges will be calculated based on the hand, B/E on the other.) Our authority to settle is cancelled 10 days before a possible suspension of payments or an application for insolvency against the assets 1.5% per month of the buyer, unpaid amount.
E. Charges delineated in the event Collocation Schedule for build-out of the application for insolvency leading Space shall be invoiced and paid by Customer when invoiced. Nettaxi may require payment of up to fifty percent (50%) of the opening of bankruptcy proceedings"Build Out Fees" prior to commencing construction.
2.9 In F. Customer agrees to reimburse Nettaxi for all reasonable repair or restoration costs associated with damage or destruction caused by Customer's personnel, Customer's agent(s) or Customer's suppliers/contractors or Customer's visitors during the event Term or as a consequence of job processing being undertaken, our prices will be as fixed on Customer's removal of the basis of industry standard for basic materials and presuming customary fabrication coil weights and coil make-up. In the event of any variation therefrom we reserve the right to charge any additional cost to the purchaser. complaints of defects Equipment or property installed in the event of job processing can only refer to work carried out by usSpace.
Appears in 2 contracts
Sources: Data Center Service Agreement (Nettaxi Inc), Data Center Service Agreement (Nettaxi Inc)
Prices and Payment Terms. 2.1 Unless otherwise agreed our A. Customer shall pay COMSTOR monthly recurring fees (the "Recurring Fees") which shall include charges for use and equipment storage in the Space (the "Collocation Fees"), as well as cross-connect fees (the "Cross-Connect Fees") and power charges (the "Power Charges"), if applicable. In addition to any Recurring Fees, Customer shall be charged non-recurring fees for build-out of the Space (the "Build-Out Charges"), including, where applicable, cross-connect installation fees and/or Dispatch Labor Charges, where applicable, all of which shall be set forth in the relevant Collocation Schedule and the Exhibits thereto. If Customer requests that COMSTOR provide services not delineated herein or in the collocation schedules at any time during the Term, such services shall be provided at prices apply mutually negotiated by the parties.
B. Prices do not include taxes, except as specifically stated herein. Customer agrees to unpackaged pay or reimburse COMSTOR for any applicable taxes that are levied based on the transactions hereunder, exclusive of COMSTOR's income taxes and not specially oiled goodsreal estate taxes on the Terminal Facility. Any such charges shall be invoiced and payable within the payment terms of this Agreement. COMSTOR agrees to provide Customer with reasonable documentation to support invoiced amounts for taxes within thirty (30) calendar days of receipt of a Customer written request.
C. The Collocation Fee and/or Power Charges shall be increased by any increases or decreased by any decreases, ex worksincurred by COMSTOR and required under the lease relevant to the Premises in which the Space is located. Customer shall pay to COMSTOR its pro rata share of any such increases based on the number of square feet of the Space compared to the number of square feet leased by COMSTOR under the applicable lease. COMSTOR shall notify Customer of any such increase as soon as practicable. If such increases in the aggregate during the Term -------------------------------------------------------------------------------- 4 -------------------------------------------------------------------------------- exceed 3% then Customer shall have the right to terminate this agreement upon ninety (90) days written notice from COMSTOR, provided such notice is delivered to COMSTOR within thirty (30) days of COMSTOR's notice to Customer.
D. All Recurring Fees shall be invoiced in the beginning of each month commencing on the first day of the Term as identified in the Collocation Schedule and thereafter, on the Oberhausen freight basis and inclusive first day of VAT each calendar month. Charges for domestic deliveriespartial months shall be prorated accordingly. In All Recurring Fees shall be payable net sixty (60) days from date of invoice. Late payments shall be subject to late charges if payment is not received within the event that between contract and delivery there is a significant change in certain cost factors, such as payment term period. The late payment charges will be calculated based on 1.5% per month of the costs of wages, raw materials, energy or freight, then the agreed price may be adjusted to encompass the influence of prevailing cost factorsunpaid amount.
2.2 Payments are E. Customer agrees to be made to us without deduction reimburse COMSTOR for all reasonable repair or restoration costs associated with damage or destruction caused by Customer's personnel, Customer's agents, Customer's customers, or Customer's suppliers/contractors or Customer's visitors during the 15th Term or as a consequence of Customer's removal of the month following the delivery ex works.
2.3 If the credit period is exceeded, interest will be charged at the rate the bank charges for current account overdrafts, but at least 9 percent above the base- lending rate of the European Central Bank and an additional lump sum of EUR 40.
2.4 The purchaser has the right of set-off in respect of undisputed Equipment or previously adjudicated claims. He may only exercise rights of retention insofar as these relate to the same contract and are undisputed and/or judicially resolved.
2.5 In the event of circumstances arising after the conclusion of the contract such as to jeopardise significantly our claim to payment, i.e. the insolvency of the purchaser, we are entitled irrespective of the term of any Bill of Exchange to call for payment. In the event of arrears of payment such as to jeopardise our claims we are entitled to recover the goods, if necessary entering on the premises of the purchaser to remove them. We may furthermore prohibit the further processing of the goods supplied. These provisions do not apply if the purchaser is not responsible for the delay of payment. Taking back the goods does not represent a withdrawal from the contract. In either case we may revoke authorization to collect payment on resale pursuant to Clause 8.7 below and request payment in advance for orders still outstanding. All these legal consequences can be adverted by the purchaser providing security for payment in a sum corresponding to our outstanding claims. At the same time we are entitled property installed in the event of a significant deterioration of the financial circumstances to execute outstanding orders only against pre-payment and/or on the expiry of a suitable period of notice to withdraw from the contract without prejudice to any claim for damages for non-performanceSpace.
2.6 We reserve the right to call for security of a type and extent that is customary for our claims whether these be contingent or limited as to time.
2.7 The legal consequences of default in payment remain unaffected.
2.8 We are entitled to settle obligations of any subsidiary company within our company group towards their purchaser, applying our own requirements at any time. In this case the commitment to pay no longer applies to our subsidiary and the debt is cancelled to the amount of the obligation which the purchaser is given notice thereof. We are prepared to notify about the group of subsidiaries at the buyer’s request. The above-mentioned authority to settle applies, furthermore, to requirements and obligations, which are not yet due, granting a rate of interest to the amount of the usual bank interest rates. There is no opposition to different forms of payment with settlements of this kind: (e.g., cash on the hand, B/E on the other.) Our authority to settle is cancelled 10 days before a possible suspension of payments or an application for insolvency against the assets of the buyer, in the event of the application for insolvency leading to the opening of bankruptcy proceedings.
2.9 In the event of job processing being undertaken, our prices will be as fixed on the basis of industry standard for basic materials and presuming customary fabrication coil weights and coil make-up. In the event of any variation therefrom we reserve the right to charge any additional cost to the purchaser. complaints of defects in the event of job processing can only refer to work carried out by us.
Appears in 2 contracts
Sources: Agreement for Terminal Facility Collocation Space (Interliant Inc), Agreement for Terminal Facility Collocation Space (Interliant Inc)
Prices and Payment Terms. 2.1 Unless otherwise agreed our prices apply to unpackaged A. Customer shall pay ALCHEMY monthly recurring fees (the "Recurring Fees"), which shall include charges for use and not specially oiled goodsoccupancy of the Space (the "Occupancy Fees"), ex worksconnectivity (or cross-connect fees, on the Oberhausen freight basis if applicable), power charges and, where applicable, technical support and inclusive of VAT for domestic deliveriessystem administration. In addition to any Recurring Fees, Customer shall be charged non-recurring fees for build-out of the event Space (the "Build-Out Charges"), where applicable, Escort charges, and other services, which shall be set forth in the GDCSO agreement. If Customer requests that between contract and delivery there is a significant change Alchemy provide services not delineated herein or in certain cost factorsthe GDCSO agreement at any time during the Term, Customer agrees to pay the fee for such as services in effect at the costs of wages, raw materials, energy or freight, then the agreed price may be adjusted to encompass the influence of prevailing cost factors.
2.2 Payments are to time such service was rendered. All payments will be made to us without deduction by the 15th of the month following the delivery ex works.
2.3 If the credit period is exceeded, in U.S. dollars. Late payments hereunder will accrue interest will be charged at the rate the bank charges for current account overdrafts, but at least 9 percent above the base- lending rate of the European Central Bank and an additional lump sum of EUR 40.
2.4 The purchaser has the right of set-off in respect of undisputed or previously adjudicated claims. He may only exercise rights of retention insofar as these relate to the same contract and are undisputed and/or judicially resolved.
2.5 In the event of circumstances arising after the conclusion of the contract such as to jeopardise significantly our claim to payment, i.e. the insolvency of the purchaser, we are entitled irrespective of the term of any Bill of Exchange to call for payment. In the event of arrears of payment such as to jeopardise our claims we are entitled to recover the goods, if necessary entering on the premises of the purchaser to remove them. We may furthermore prohibit the further processing of the goods supplied. These provisions do not apply if the purchaser is not responsible for the delay of payment. Taking back the goods does not represent a withdrawal from the contract. In either case we may revoke authorization to collect payment on resale pursuant to Clause 8.7 below and request payment in advance for orders still outstanding. All these legal consequences can be adverted by the purchaser providing security for payment in a sum corresponding to our outstanding claims. At the same time we are entitled in the event of a significant deterioration of the financial circumstances to execute outstanding orders only against pre-payment and/or on the expiry of a suitable period of notice to withdraw from the contract without prejudice to any claim for damages for non-performance.
2.6 We reserve the right to call for security of a type and extent that is customary for our claims whether these be contingent or limited as to time.
2.7 The legal consequences of default in payment remain unaffected.
2.8 We are entitled to settle obligations of any subsidiary company within our company group towards their purchaser, applying our own requirements at any time. In this case the commitment to pay no longer applies to our subsidiary and the debt is cancelled to the amount of the obligation which the purchaser is given notice thereof. We are prepared to notify about the group of subsidiaries at the buyer’s request. The above-mentioned authority to settle applies, furthermore, to requirements and obligations, which are not yet due, granting a rate of interest one and one-half percent (1 %) per month, or the highest rate allowed by applicable law, whichever is lower. If in its judgment Alchemy determines that Customer is not creditworthy or is otherwise not financially secure, Alchemy may, upon written notice to Customer, modify the payment terms to require assurances to secure Customer's payment obligations hereunder.
B. All payments required by this Agreement are exclusive of all national, state, municipal or other governmental excise, sales, value-added, use, personal property, and occupational taxes, excises, withholding taxes and obligations and other levies now in force or enacted in the future, all of which Customer will be responsible for and will pay in full. Customer agrees to pay or reimburse Alchemy for any applicable taxes that are levied based on the transactions hereunder, exclusive of taxes on income and real estate taxes on the GDC. Any such charges shall be invoiced and payable within the payment terms of this Agreement. Alchemy agrees to provide Customer with reasonable documentation to support invoiced amounts applied to taxes within thirty (30) calendar days of receipt of a Customer's written request.
C. The Occupancy Fee and/or Power Charges shall be increased to reflect any increases incurred by and required under the lease relevant to the amount Premises in which the Space is located. Customer shall pay to Alchemy its pro rata share of any such increases based on the number of square feet of the usual bank interest ratesSpace compared to the number of square feet leased by Alchemy under the applicable lease. There is no opposition to different forms Alchemy shall notify Customer of any such increase as soon as practicable.
D. Payments shall be due upon Customer's receipt of each monthly invoice. Late payment with settlements of this kind: (e.g., cash charges will be calculated based on the hand, B/E on the other.) Our authority to settle is cancelled 10 days before a possible suspension of payments or an application for insolvency against the assets 1.5% per month of the buyer, unpaid amount.
E. Charges delineated in the event Collocation Schedule for build-out of the application for insolvency leading Space shall be invoiced and paid by Customer when invoiced. Alchemy may require payment of up to fifty percent (50%) of the opening of bankruptcy proceedings"Build Out Fees" prior to commencing construction.
2.9 In F. Customer agrees to reimburse Alchemy for all reasonable repair or restoration costs associated with damage or destruction caused by Customer's personnel, Customer's agent(s) or Customer's suppliers/contractors or Customer's visitors during the event Term or as a consequence of job processing being undertaken, our prices will be as fixed on Customer's removal of the basis of industry standard for basic materials and presuming customary fabrication coil weights and coil make-up. In the event of any variation therefrom we reserve the right to charge any additional cost to the purchaser. complaints of defects Equipment or property installed in the event of job processing can only refer to work carried out by usSpace.
Appears in 1 contract
Sources: Gigabit Data Center Services Agreement (Nettaxi Inc)
Prices and Payment Terms. 2.1 Unless otherwise agreed our prices apply to unpackaged A. Customer shall pay ALCHEMY monthly recurring fees (the "Recurring Fees"), which shall include charges for use and not specially oiled goodsoccupancy of the Space (the "Occupancy Fees"), ex worksconnectivity (or cross-connect fees, on the Oberhausen freight basis if applicable), power charges, streaming charges and, where applicable, technical support and inclusive of VAT for domestic deliveriessystem administration. In addition to any Recurring Fees, Customer shall be charged non-recurring fees for build-out of the event Space (the "Build-Out Charges"), where applicable, Escort charges, and other services, which shall be set forth in the GDCSO agreement(s). If Customer requests that between contract and delivery there is a significant change Alchemy provide services not delineated herein or in certain cost factorsthe GDCSO agreement(s) at any time during the Term, Customer agrees to pay the fee for such as services in effect at the costs of wages, raw materials, energy or freight, then the agreed price may be adjusted to encompass the influence of prevailing cost factors.
2.2 Payments are to time such service was rendered. All payments will be made to us without deduction by the 15th of the month following the delivery ex works.
2.3 If the credit period is exceeded, in U.S. dollars. Late payments hereunder will accrue interest will be charged at the rate the bank charges for current account overdrafts, but at least 9 percent above the base- lending rate of the European Central Bank and an additional lump sum of EUR 40.
2.4 The purchaser has the right of set-off in respect of undisputed or previously adjudicated claims. He may only exercise rights of retention insofar as these relate to the same contract and are undisputed and/or judicially resolved.
2.5 In the event of circumstances arising after the conclusion of the contract such as to jeopardise significantly our claim to payment, i.e. the insolvency of the purchaser, we are entitled irrespective of the term of any Bill of Exchange to call for payment. In the event of arrears of payment such as to jeopardise our claims we are entitled to recover the goods, if necessary entering on the premises of the purchaser to remove them. We may furthermore prohibit the further processing of the goods supplied. These provisions do not apply if the purchaser is not responsible for the delay of payment. Taking back the goods does not represent a withdrawal from the contract. In either case we may revoke authorization to collect payment on resale pursuant to Clause 8.7 below and request payment in advance for orders still outstanding. All these legal consequences can be adverted by the purchaser providing security for payment in a sum corresponding to our outstanding claims. At the same time we are entitled in the event of a significant deterioration of the financial circumstances to execute outstanding orders only against pre-payment and/or on the expiry of a suitable period of notice to withdraw from the contract without prejudice to any claim for damages for non-performance.
2.6 We reserve the right to call for security of a type and extent that is customary for our claims whether these be contingent or limited as to time.
2.7 The legal consequences of default in payment remain unaffected.
2.8 We are entitled to settle obligations of any subsidiary company within our company group towards their purchaser, applying our own requirements at any time. In this case the commitment to pay no longer applies to our subsidiary and the debt is cancelled to the amount of the obligation which the purchaser is given notice thereof. We are prepared to notify about the group of subsidiaries at the buyer’s request. The above-mentioned authority to settle applies, furthermore, to requirements and obligations, which are not yet due, granting a rate of interest one and one-half percent (1 ½%) per month, or the highest rate allowed by applicable law, whichever is lower. If in its judgment Alchemy determines that Customer is not creditworthy or is otherwise not financially secure, Alchemy may, upon written notice to Customer, modify the payment terms to require assurances to secure Customer's payment obligations hereunder.
B. All payments required by this Agreement are exclusive of all national, state, municipal or other governmental excise, sales, value-added, use, personal property, and occupational taxes, excises, withholding taxes and obligations and other levies now in force or enacted in the future, all of which Customer will be responsible for and will pay in full. Customer agrees to pay or reimburse Alchemy for any applicable taxes that are levied based on the transactions hereunder, exclusive of taxes on income and real estate taxes on the GDC. Any such charges shall be invoiced and payable within the payment terms of this Agreement. Alchemy agrees to provide Customer with reasonable documentation to support invoiced amounts applied to taxes within thirty (30) calendar days of receipt of a Customer's written request. Alchemy Gigabit Data Center Agreement - Confidential Service Agreement
C. The Occupancy Fee and/or Power Charges shall be increased to reflect any increases incurred by and required under the lease relevant to the amount Premises in which the Space is located. Customer shall pay to Alchemy its pro rata share of any such increases based on the number of square feet of the usual bank interest ratesSpace compared to the number of square feet leased by Alchemy under the applicable lease. There is no opposition to different forms Alchemy shall notify Customer of any such increase as soon as practicable.
D. Payments shall be due upon Customer's receipt of each monthly invoice. Late payment with settlements of this kind: (e.g., cash charges will be calculated based on the hand, B/E on the other.) Our authority to settle is cancelled 10 days before a possible suspension of payments or an application for insolvency against the assets 1.5% per month of the buyer, unpaid amount.
E. Charges delineated in the event Collocation Schedule for build-out of the application for insolvency leading Space shall be invoiced and paid by Customer when invoiced. Alchemy may require payment of the "Build Out Fees" prior to the opening of bankruptcy proceedingscommencing construction.
2.9 In F. Customer agrees to reimburse Alchemy for all reasonable repair or restoration costs associated with damage or destruction caused by Customer's personnel, Customer's agent(s) or Customer's suppliers/contractors or Customer's visitors during the event Term or as a consequence of job processing being undertaken, our prices will be as fixed on Customer's removal of the basis of industry standard for basic materials and presuming customary fabrication coil weights and coil make-up. In the event of any variation therefrom we reserve the right to charge any additional cost to the purchaser. complaints of defects Equipment or property installed in the event of job processing can only refer to work carried out by usSpace.
Appears in 1 contract
Sources: Service Agreement (Broadcaster Inc)
Prices and Payment Terms. 2.1 Unless otherwise agreed our prices apply to unpackaged A. The Customer shall pay Signum Corporate Communications Limited monthly recurring fees (the “Recurring Fees”), which shall include charges for use and not specially oiled goodsoccupancy of the colocation space (the “Occupancy Fees”), ex worksconnectivity (or cross-connect fees, on the Oberhausen freight basis if applicable), power charges, if applicable, and inclusive of VAT for domestic deliveriessystem administration. In addition to any Recurring Fees, The Customer shall be charged non-recurring fees for set-up of the event colocation space (the “Set-up charges”), including, where applicable, cross-connect installation fees and/or Dispatch Labour Charges, where applicable, which shall be set forth in the relevant Service Description and SLA Schedules and the Exhibits thereto. If The Customer requests that between contract Signum Corporate Communications Limited provide services not delineated herein or in the Service Description and delivery there is a significant change SLA Schedules at any time during the Term, The Customer agrees to pay Signum Corporate Communications Limited’s price for such services in certain cost factors, effect at the time such as the costs of wages, raw materials, energy or freight, then the agreed price may be adjusted to encompass the influence of prevailing cost factorsservice was rendered.
2.2 Payments are B. The Occupancy Fee and/or Power Charges shall be increased to reflect any increase incurred by and required under the lease relevant to the Premises in which the colocation space is located. The Customer shall pay to Signum Corporate Communications Limited its pro rata share of any such increases. Signum Corporate Communications Limited shall notify The Customer of any such increase as soon as practicable.
C. All Recurring Fees (if applicable) shall be made invoiced at the beginning of each month. All fees for electricity and bandwidth excess usage shall be invoiced at the beginning of each month for the previous month’s usage. All payments will be taken by Direct Debit. All Recurring Fees and all Fees for electricity and bandwidth excess usage shall be payable net 10 days from the date of invoice and prior to us without deduction by the 15th beginning of the invoice period. The Customer shall be subject to late charges if payment is not received within the payment term period. The late payment charges will be calculated based on 1.5% per month following of the delivery ex worksunpaid amount plus a £50 late fee per invoice.
2.3 If D. Charges delineated in the credit period is exceeded, interest will be charged at the rate the bank charges Service Description and SLA Schedules for current account overdrafts, but at least 9 percent above the base- lending rate set-up of the European Central Bank colocation space shall be invoiced and an additional lump sum paid by The Customer when invoiced. Signum Corporate Communications Limited may require payment of EUR 40the “Set- up Fees” prior to commencing construction.
2.4 E. The purchaser has Customer agrees to reimburse Signum Corporate Communications Limited for all reasonable repair or restoration costs associated with damage or destruction caused by The Customer’s personnel, The Customer’s agent(s) or The Customer’s suppliers/contractors or The Customer’s visitors during the right Term or as a consequence of set-off in respect of undisputed or previously adjudicated claims. He may only exercise rights of retention insofar as these relate to the same contract and are undisputed and/or judicially resolved.
2.5 In the event of circumstances arising after the conclusion The Customer’s removal of the contract such as to jeopardise significantly our claim to payment, i.e. the insolvency of the purchaser, we are entitled irrespective of the term of any Bill of Exchange to call for payment. In the event of arrears of payment such as to jeopardise our claims we are entitled to recover the goods, if necessary entering on the premises of the purchaser to remove them. We may furthermore prohibit the further processing of the goods supplied. These provisions do not apply if the purchaser is not responsible for the delay of payment. Taking back the goods does not represent a withdrawal from the contract. In either case we may revoke authorization to collect payment on resale pursuant to Clause 8.7 below and request payment in advance for orders still outstanding. All these legal consequences can be adverted by the purchaser providing security for payment in a sum corresponding to our outstanding claims. At the same time we are entitled Equipment or property installed in the event of a significant deterioration of the financial circumstances to execute outstanding orders only against pre-payment and/or on the expiry of a suitable period of notice to withdraw from the contract without prejudice to any claim for damages for non-performancecolocation space.
2.6 We reserve the right to call for security of a type and extent that is customary for our claims whether these be contingent or limited as to time.
2.7 The legal consequences of default in payment remain unaffected.
2.8 We are entitled to settle obligations of any subsidiary company within our company group towards their purchaser, applying our own requirements at any time. In this case the commitment to pay no longer applies to our subsidiary and the debt is cancelled to the amount of the obligation which the purchaser is given notice thereof. We are prepared to notify about the group of subsidiaries at the buyer’s request. The above-mentioned authority to settle applies, furthermore, to requirements and obligations, which are not yet due, granting a rate of interest to the amount of the usual bank interest rates. There is no opposition to different forms of payment with settlements of this kind: (e.g., cash on the hand, B/E on the other.) Our authority to settle is cancelled 10 days before a possible suspension of payments or an application for insolvency against the assets of the buyer, in the event of the application for insolvency leading to the opening of bankruptcy proceedings.
2.9 In the event of job processing being undertaken, our prices will be as fixed on the basis of industry standard for basic materials and presuming customary fabrication coil weights and coil make-up. In the event of any variation therefrom we reserve the right to charge any additional cost to the purchaser. complaints of defects in the event of job processing can only refer to work carried out by us.
Appears in 1 contract
Sources: Colocation Services Agreement
Prices and Payment Terms. 2.1 The Supply Prices for the supply of the API by Licensor to Licensee are set forth in Exhibit A hereto. The Supply Prices for the API in a Calendar Year shall be calculated subject to the quantity of API purchased by Licensee from Licensor in such Calendar Year. For the avoidance of doubt, when determining and calculating the Supply Prices for certain Calendar Year, the purchased quantity of API used for calculation of Supply Prices shall only mean the actual purchased quantity in such certain Calendar Year. No accumulated quantity in the years before such certain Calendar Year shall be calculated in the quantity of API in order to confirm the Supply Price in the certain Calendar Year. Licensor shall invoice Licensee for a shipment of an Order at or shortly after the date of delivery. Price and payment terms and conditions for the Product during the term of the Agreement are stated in Exhibit A and, shall remain unchanged for the duration of the Agreement. The term of payment shall be, independently from any non compliance, forty-five (45) days from the date of invoice to Licensee, which shall be issued upon delivery of the Product by Licensor, according to CIF Port of Ambarli for maritime transport (INCOTERMS 2010), unless otherwise agreed by both Parties in writing. Both Parties acknowledge and agree that in the event that the Supply Price would increase as a result of an increase in Licensor’s manufacturing costs, Licensor may notify Licensee and request an increase in the Supply Price. For the avoidance of doubt, the increase in Licensor’s manufacturing costs in relation to the Supply Price will only include the direct cost of raw materials and/or labor required for the manufacture of the Product for Licensee for the Territory. Unless otherwise agreed our prices apply between two Parties from case to unpackaged case, Licensee shall make payments in US Dollar and not specially oiled goods, ex works, to the account of Licensor indicated on the Oberhausen freight basis invoice and inclusive within forty-five (45) days from the date of VAT for domestic deliveriesinvoice. In the event that between contract and delivery there is any payment due under this Agreement remains unpaid, then Licensee shall pay interest thereon at an annual rate (but with interest accruing on a significant change in certain cost factorsdaily basis) of 5%, such interest to run from the date on which payment of such sum became due until payment thereof in full together with such interest. WARRANTIES AND INDEMNITIES, WAIVER Each Party (hereunder referred to as “Declarant”) warrants to the other Party that it shall at its cost and expense, indemnify, defend and hold the other Party harmless against any claims, suits, actions, proceedings, damages, losses, liability, costs and expenses, including reasonable attorney’s fees arising out or resulting from or in connection with (i) Declarant’s breach of wagesits obligations, raw materialsrepresentations or warranties under this Agreement (ii) Declarant’s willful misconduct, energy errors or freightomissions, then or (iii) Declarant’s infringement by any process or technical data of a patent or other proprietary rights of any other person. The warranties provided for in this Clause 5.1 shall be in addition to those implied by or available at law. If any of the events as Clause 5.1 above occurs, the Parties will give each other written notice within a reasonable period of the Parties becoming aware of such occurrence. It is specifically agreed by and between the Parties that Licensor’ liability for the API which fails to meet applicable Specifications at the time of delivery to the Licensee shall be strictly limited to replacement of the API suffering manufacturing defects. In no case Licensor shall be liable for incidental or consequential damages, or loss of profits. Determination of the suitability (including, but not limited to, safety and efficacy) of the API purchased by the Licensee for the use contemplated by Licensee, is the sole responsibility of the Licensee, Licensor bearing no responsibility in that connection. Licensee agrees to indemnify and hold harmless for all losses, expenses (including reasonable attorney’s fees) or damages of any kind as a result of any sale, transfer, use or manufacture of the API, provided that the API met the agreed price may be adjusted Specifications, according to encompass the influence of prevailing cost factors.
2.2 Payments are to be made to us without deduction by the 15th of the month following the delivery ex works.
2.3 If the credit period is exceededClause 3. (“Quality Specifications, interest will be charged at the rate the bank charges for current account overdraftsAcceptance”) above, but at least 9 percent above the base- lending rate of the European Central Bank and an additional lump sum of EUR 40.
2.4 The purchaser has the right of set-off in respect of undisputed or previously adjudicated claims. He may only exercise rights of retention insofar as these relate except to the same contract and are undisputed and/or judicially resolved.
2.5 In extent that such injury or damage was the event of circumstances arising after the conclusion of the contract such as to jeopardise significantly our claim to payment, i.e. the insolvency of the purchaser, we are entitled irrespective of the term result of any Bill breach of Exchange to call for paymentthis Agreement or the gross negligence or willful misconduct by Licensor. In case that the event of arrears of payment such as to jeopardise our claims we are entitled to recover the goods, if necessary entering on the premises of the purchaser to remove them. We may furthermore prohibit the further processing of the goods supplied. These provisions do not apply if the purchaser is not responsible for the delay of payment. Taking back the goods does not represent a withdrawal from the contract. In either case we may revoke authorization to collect payment on resale pursuant to Clause 8.7 below and request payment in advance for orders still outstanding. All these legal consequences can be adverted by the purchaser providing security for payment in a sum corresponding to our outstanding claims. At the same time we are entitled in the event of a significant deterioration of the financial circumstances to execute outstanding orders only against pre-payment and/or on the expiry of a suitable period of notice to withdraw from the contract without prejudice to any claim for damages for non-performance.
2.6 We reserve the right to call for security of a type and extent that is customary for our claims whether these be contingent or limited as to time.
2.7 The legal consequences of default in payment remain unaffected.
2.8 We are entitled to settle obligations of any subsidiary company within our company group towards their purchaser, applying our own requirements at any time. In this case the commitment to pay no longer applies to our subsidiary and the debt is cancelled to the amount of the obligation which the purchaser is given notice thereof. We are prepared to notify about the group of subsidiaries at the buyer’s request. The above-mentioned authority to settle applies, furthermore, to requirements and obligations, which are not yet due, granting a rate of interest to the amount of the usual bank interest rates. There is no opposition to different forms of payment with settlements of this kind: (e.g., cash on the hand, B/E on the other.) Our authority to settle is cancelled 10 days before a possible suspension of payments or an application for insolvency against the assets of the buyer, in the event of the application for insolvency leading to the opening of bankruptcy proceedings.
2.9 In the event of job processing being undertaken, our prices will be as fixed on the basis of industry standard for basic materials and presuming customary fabrication coil weights and coil make-up. In the event of any variation therefrom we reserve the right to charge any additional cost to the purchaser. complaints result of defects in the event API is caused by the gross negligence or willful misconduct of job processing Licensor, then Licensor shall indemnify and hold the Licensee harmless for all losses, expenses (including reasonable attorney’s fees) or damages. Any waiver of any right, obligation or remedy under, or compliance with or breach of any provision of, this Agreement must be expressly stated in writing to be such a waiver, must specify the right, remedy, obligation, provision or breach to which it applies and must be signed by an authorized signatory of each of the parties granting the waiver. If any party waives any right, obligation or remedy under, or compliance with or breach of any provision of this Agreement, it can only refer still enforce that right, obligation or provision or claim that remedy subsequently and that waiver shall not be deemed to work carried out by us.be a waiver of any subsequent breach of that or any other provision or of any other right, obligation or remedy. CONFIDENTIALITY Confidential information Subject to Clause 6.2 and except as provided otherwise in Clause 7, each party shall treat as strictly confidential and not disclose to any person other than its Representatives:
Appears in 1 contract
Sources: Api Supply Agreement
Prices and Payment Terms. 2.1 Unless otherwise agreed our A. Customer shall pay Colo Solutions monthly recurring fees (the "Recurring Fees", see Exhibit C), which shall include charges for use and occupancy of the Colocation Space (the "Occupancy Fees"), as well as cross-connect fees (the "Cross-Connect Fees") and power charges (the "Power Charges"), as applicable. In addition to any Recurring Fees, Customer shall be charged non-recurring fees for build-out of the Colocation Space (the "Build Out Charges"), including, where applicable, cross-connect installation fees and/or Dispatch Labor Charges, as set forth in the relevant Colocation Schedule and the Exhibits thereto. If Customer requests that Colo Solutions 3 Initials ADM CAL ---------- provide services not delineated herein or in the Colocation Schedule at any time during the Term, Customer agrees to pay Colo Solution's price for such services in effect at the time such service was rendered or some other price mutually acceptable to the parties.
B. The foregoing fees, charges and other prices apply do not include taxes, except as specifically stated herein. Customer agrees to unpackaged pay or reimburse Colo Solutions for its pro rata share of any applicable taxes on the Customer's use of the Space and not specially oiled goodsservices provided by Colo Solutions as stated herein, ex worksother than taxes based on Colo Solutions's net income and real estate taxes on the Premises. Any such taxes shall be invoiced and payable within the payment terms of this Agreement. Colo Solutions agrees to provide Customer with reasonable documentation to support invoiced amounts for taxes within thirty (30) calendar days of receipt of a Customer's written request. Payment by Customer of such invoiced amounts for taxes shall be due and payable by Customer within thirty (30) calendar days of Customer's receipt of such reasonable documentation.
C. The Occupancy Fee and/or Power Charges shall be increased by any increases incurred by Colo Solutions and required under the lease relevant to the Premises in which the Colocation Space is located. Customer shall pay to Colo Solutions its pro rata share of any such increases based on (i) the number of square feet of the Colocation Space compared to the number of square feet leased by Colo Solutions under the applicable lease and (ii) the number of customers in the applicable Premises contracting with Colo Solutions for the service to which such charge increase relates. Colo Solutions shall give thirty (30) days notice to Customer of any fee increase.
D. All Recurring Fees shall be invoiced in the beginning of each month commencing on the first day of the Term as identified in the Colocation Schedule and thereafter, on the Oberhausen freight basis and inclusive first day of VAT each calendar month. Charges for domestic deliveriespartial months shall be prorated accordingly. In All Recurring Fees shall be payable within thirty (30) days from the event that between contract and delivery there date of invoice. Late payments shall be subject to late charges if payment is a significant change in certain cost factors, such as not received within the costs of wages, raw materials, energy or freight, then the agreed price may be adjusted to encompass the influence of prevailing cost factors.
2.2 Payments are to be made to us without deduction by the 15th of the month following the delivery ex works.
2.3 If the credit period is exceeded, interest payment term period. The late payment charges will be charged assessed interest at the rate the bank charges for current account overdrafts, but at least 9 percent above the base- lending rate of the European Central Bank and an additional lump sum of EUR 40.
2.4 The purchaser has the right of set-off in respect of undisputed or previously adjudicated claims. He may only exercise rights of retention insofar as these relate to the same contract and are undisputed and/or judicially resolved.
2.5 In the event of circumstances arising after the conclusion of the contract such as to jeopardise significantly our claim to payment, i.e. the insolvency of the purchaser, we are entitled irrespective of the term of any Bill of Exchange to call for payment. In the event of arrears of payment such as to jeopardise our claims we are entitled to recover the goods, if necessary entering on the premises of the purchaser to remove them. We may furthermore prohibit the further processing of the goods supplied. These provisions do not apply if the purchaser is not responsible for the delay of payment. Taking back the goods does not represent a withdrawal from the contract. In either case we may revoke authorization to collect payment on resale pursuant to Clause 8.7 below and request payment in advance for orders still outstanding. All these legal consequences can be adverted by the purchaser providing security for payment in a sum corresponding to our outstanding claims. At the same time we are entitled in the event of a significant deterioration of the financial circumstances to execute outstanding orders only against pre-payment and/or on the expiry of a suitable period of notice to withdraw from the contract without prejudice to any claim for damages for non-performance.
2.6 We reserve the right to call for security of a type and extent that is customary for our claims whether these be contingent or limited as to time.
2.7 The legal consequences of default in payment remain unaffected.
2.8 We are entitled to settle obligations of any subsidiary company within our company group towards their purchaser, applying our own requirements at any time. In this case the commitment to pay no longer applies to our subsidiary and the debt is cancelled to the amount of the obligation which the purchaser is given notice thereof. We are prepared to notify about the group of subsidiaries at the buyer’s request. The above-mentioned authority to settle applies, furthermore, to requirements and obligations, which are not yet due, granting a rate of interest 1.5% per month on the unpaid amount or the legal maximum rate, whichever is less. Notwithstanding anything to the amount contrary contained herein, Customer shall pay in advance to Colo Solutions, upon invoice from Colo Solutions, the Recurring Fees due for the first month and the last month of the usual bank interest ratesTerm (the "Two Month Payment"). There is no opposition to different forms of payment with settlements Promptly upon termination of this kind: (e.g., cash on Agreement if terminated prior to the hand, B/E on the other.) Our authority to settle is cancelled 10 days before a possible suspension of payments or an application for insolvency against the assets natural expiration of the buyerTerm by either Colo Solutions or Customer, for any reason, and in no event later than thirty (30) days after such termination, Colo Solutions shall return such Two Month Payment to Customer, less any reasonable amounts appropriated and properly documented by Colo Solutions to make good on Customer's obligations hereunder.
E. Colo Solutions shall have no rights to or interest in the event Equipment. In all respects, the Equipment shall remain the sole property of Customer.
F. Customer agrees to indemnify, defend and hold harmless Colo Solutions for all reasonable repair or restoration costs associated with damage or destruction caused by Customer's personnel, Customer's agents or Customer's suppliers/contractors or Customer's visitors during the Term or as a consequence of Customer's removal of the application for insolvency leading to the opening of bankruptcy proceedings.
2.9 In the event of job processing being undertaken, our prices will be as fixed on the basis of industry standard for basic materials and presuming customary fabrication coil weights and coil make-up. In the event of any variation therefrom we reserve the right to charge any additional cost to the purchaser. complaints of defects Equipment or property installed in the event Colocation Space. Such repair and restoration costs shall be fully documented and the appropriate documentation included with the invoice of job processing can only refer to work carried out by ussuch fees.
Appears in 1 contract
Sources: Master Agreement for Colocation Space (Access Integrated Technologies Inc)
Prices and Payment Terms. 2.1 Unless otherwise agreed our prices apply 5.1 For the provision of production capability, KEMET Electronics shall, during the term of this Agreement, pay to unpackaged and not specially oiled goods, ex works, on EPCOS a monthly lump sum in the Oberhausen freight basis and inclusive amount of VAT for domestic deliveriesEUR 700,000.00 provided that the first payment shall only be a lump sum in the amount of EUR 163,000.00. In the event event, that the Closing occurs after April 1, 2006 and prior to April 30, 2006, the first payment shall be pro rata on a daily basis to take into account the actual number of days included between contract the Closing Date and delivery there April 30, 2006, and the next installment of EUR 700,000.00 shall be due as of May 1, 2006 for the period May 1, 2006 through May 31, 2006. EPCOS shall invoice to KEMET Electronics such amount on a monthly basis in advance. KEMET Electronics shall pay such lump sum until the fifth (5th) Business Day of the respective month.
5.2 For the production of Heidenheim Tantalum Polymer Capacitors, KEMET Electronics shall pay to EPCOS the Per-item Quantity Related Costs per Heidenheim Tantalum Polymer Capacitor that has been delivered to the Recipients. Within ten (10) Business Days after the end of a calendar month, EPCOS shall provide KEMET Electronics with an invoice as of the last day of the preceding month which shall list
(i) the type, and for each type the number, of Heidenheim Tantalum Polymer Capacitors delivered to the Recipients within the preceding month;
(ii) the Per-item Quantity Related Costs of such type of Heidenheim Tantalum Polymer Capacitors;
(iii) the results of the multiplication of the applicable Per-item Quantity Related Costs with the relevant number of Heidenheim Tantalum Polymer Capacitors delivered by EPCOS to the Recipients within the respective month (the “Monthly Per-item Quantity Related Costs”) as well as the sum of all Monthly Per-item Quantity Related Costs (such sum the “Monthly Total Production Costs”).
5.3 EPCOS shall pay to KEMET Electronics (i) prices as set forth in the price list attached as Exhibit 5.3 (each price listed in such price list a “Per-item List Price”) for each Heidenheim Tantalum Polymer Capacitors delivered and invoiced to Distribution Companies and (ii) the amounts invoiced to Tantalum Customers for Heidenheim Tantalum Polymer Capacitors delivered to such Tantalum Customers by EPCOS. EPCOS and KEMET Electronics shall settle the differences between the Per-item List Price and the price invoiced to Tantalum Customers for Heidenheim Tantalum Polymer Capacitors delivered by the Distribution Companies in accordance with Section 5.4 below. EPCOS shall provide KEMET Electronics monthly with a schedule as of the last day of the preceding month within ten (10) Business Days after the end of a calendar month. Such schedule shall list
(i) with respect to Heidenheim Tantalum Polymer Capacitors delivered to the Distribution Companies:
(a) the type, and for each type, the number of Heidenheim Tantalum Polymer Capacitors delivered to the Distribution Companies within the preceding month;
(b) the Per-item List Price of such type of Heidenheim Tantalum Polymer Capacitors;
(c) the results of the multiplication of the applicable Per-item List Price with the relevant number of Heidenheim Tantalum Polymer Capacitors delivered by EPCOS to the Distribution Companies within the respective month (the “Monthly Per-item List Price”) as well as the sum of all Monthly Per-item List Prices (such sum the “Monthly Total List Price”).
(ii) with respect to Heidenheim Tantalum Polymer Capacitors delivered to the Tantalum Customers by EPCOS:
(a) for each Tantalum Customer the type, and for each type, the number of Heidenheim Tantalum Polymer Capacitors (y) delivered to each Tantalum Customer by EPCOS, or (z) taken out of a consignment stock by Tantalum Customers, within the preceding month;
(b) the amounts invoiced to each Tantalum Customers by EPCOS for Heidenheim Tantalum Polymer Capacitors delivered to the relevant Tantalum Customer within the preceding month (the “Invoiced Amounts”);
(c) the sum of all Invoiced Amounts for the respective month (such sum the “Monthly Invoiced Amount”).
(iii) with respect to Heidenheim Tantalum Polymer Capacitors delivered to Tantalum Customers by the Distribution Companies for each Tantalum Customer:
(a) the type, and for each type, the number of Heidenheim Tantalum Polymer Capacitors (y) delivered by the Distribution Companies to a Tantalum Customer, or (z) taken out of consignment stocks by Tantalum Customer, within the preceding month;
(b) the Per-item List Price of such type of Heidenheim Tantalum Polymer Capacitors;
(c) the price invoiced to the relevant Tantalum Customer for such type of Heidenheim Tantalum Polymer Capacitors (the “Invoiced Per-item Price”);
(d) the difference between the Invoiced Per-item Price and the Per-item List Price of such type of Heidenheim Tantalum Polymer Capacitors (the “Per-item Difference Amount”; for the avoidance of doubt, if for any type of Heidenheim Tantalum Polymer Capacitors the Invoiced Per-item Price is higher than the Per-item List Price, such difference is a significant change in certain cost factorspositive amount and if the Invoiced Per-item Price is lower than the Per-item List Price, such difference is a negative amount);
(e) the results of the multiplication of the applicable Per-item Difference Amount with the relevant number of Heidenheim Tantalum Polymer Capacitors delivered by the Distribution Companies to the relevant Tantalum Customer within the respective month (the “Monthly Per-item Difference Amount”) as well as the costs sum of wagesall Monthly Per-item Difference Amounts, raw materials, energy or freight, then such sum the agreed price may “Monthly Customer Difference Amount”. The sum of all Monthly Customer Difference Amounts of the respective month shall be adjusted to encompass the influence of prevailing cost factors“Monthly Total Customer Difference Amount”.
2.2 Payments are 5.4 The payment due to Section 5.2 and 5.3 shall be made to us without deduction by settled between the 15th Parties as follows: The difference between the Monthly Total Production Costs and the sum of the Monthly Total List Price, the Monthly Invoiced Amount and (the positive or negative, as the case may be) Monthly Total Customer Difference Amount (the “Monthly Total Difference Amount”) shall be paid by (i) EPCOS to KEMET Electronics if and to the extent such difference is negative amount or (ii) KEMET Electronics if and to the extent such difference is a positive amount. For the avoidance of doubt, the Monthly Total Difference Amount shall be a negative amount, if the sum of the Monthly Total List Price and the Monthly Invoiced Amount exceeds the Monthly Total Production Costs. The Monthly Total Difference Amount is due and payable at the end of the second month following the delivery ex worksmonth for which the Monthly Total Production Costs, Monthly Total List Price and the Monthly Invoiced Amount have been calculated.
2.3 If 5.5 All payments owed by EPCOS to KEMET or KEMET Electronics or vice versa under this Agreement shall be made by wire transfer free of costs and bank charges for the credit period receiving Party in immediately available funds to such bank account as the respective receiving Party has notified to the owing Party in writing prior to the payment.
5.6 Either Party owes late payment interest (Verzugszinsen) on any amounts becoming due and payable to any other Party under this Agreement as from the respective date payment is exceededto be made, interest will be charged to the day of payment at the rate of 100 basis points over the bank charges for current account overdrafts, but at least 9 percent above the base- lending rate of the European Central Bank and an additional lump sum of EUR 40.
2.4 The purchaser has the right of set-off in respect of undisputed or previously adjudicated claimsthree (3) months’ EURIBOR. He may only exercise rights of retention insofar as these relate to the same contract and are undisputed and/or judicially resolved.
2.5 In the event of circumstances arising after the conclusion of the contract such as to jeopardise significantly our claim to payment, i.e. the insolvency of the purchaser, we are entitled irrespective of the term of Interest payable under any Bill of Exchange to call for payment. In the event of arrears of payment such as to jeopardise our claims we are entitled to recover the goods, if necessary entering on the premises of the purchaser to remove them. We may furthermore prohibit the further processing of the goods supplied. These provisions do not apply if the purchaser is not responsible for the delay of payment. Taking back the goods does not represent a withdrawal from the contract. In either case we may revoke authorization to collect payment on resale pursuant to Clause 8.7 below and request payment in advance for orders still outstanding. All these legal consequences can be adverted by the purchaser providing security for payment in a sum corresponding to our outstanding claims. At the same time we are entitled in the event of a significant deterioration of the financial circumstances to execute outstanding orders only against pre-payment and/or on the expiry of a suitable period of notice to withdraw from the contract without prejudice to any claim for damages for non-performance.
2.6 We reserve the right to call for security of a type and extent that is customary for our claims whether these be contingent or limited as to time.
2.7 The legal consequences of default in payment remain unaffected.
2.8 We are entitled to settle obligations of any subsidiary company within our company group towards their purchaser, applying our own requirements at any time. In this case the commitment to pay no longer applies to our subsidiary and the debt is cancelled to the amount of the obligation which the purchaser is given notice thereof. We are prepared to notify about the group of subsidiaries at the buyer’s request. The above-mentioned authority to settle applies, furthermore, to requirements and obligations, which are not yet due, granting a rate of interest to the amount of the usual bank interest rates. There is no opposition to different forms of payment with settlements provision of this kind: (e.g., cash on the hand, B/E on the other.) Our authority to settle is cancelled 10 days before a possible suspension of payments or an application for insolvency against the assets of the buyer, in the event of the application for insolvency leading to the opening of bankruptcy proceedings.
2.9 In the event of job processing being undertaken, our prices will Agreement shall be as fixed calculated on the basis of industry standard for basic materials and presuming customary fabrication coil weights and coil make-up. In the event of any variation therefrom we reserve the right to charge any additional cost to the purchaser. complaints of defects in the event of job processing can only refer to work carried out actual days elapsed divided by us360.
Appears in 1 contract
Sources: Heidenheim Manufacturing and Supply Agreement (Kemet Corp)
Prices and Payment Terms. 2.1 Unless otherwise agreed our prices apply 5.1 The Contract Price for each item of Equipment or Software is as specified in Schedule IV and shall be paid to unpackaged ACL in Dollars of the United States of America. Notwithstanding the above, the Contract Price for the Equipment and not specially oiled goodsSoftware to be shipped against Purchase Orders 1 and 2 is specified in Euro's on these two Purchase Orders and shall be paid to ACL in Euro's. If the parties agree to vary the Contract Price, ex workscurrency or payment terms for future Purchase Orders, such variations will be included on the Oberhausen freight basis Purchase Orders at that time, subject to acceptance of the Purchase Order by ACL as set forth in Section 6 of this Agreement. The Contract Price includes:
a. The price of the Equipment;
b. The fee for the licensing of the Software;
c. The charges for the warranty of the Equipment and inclusive of VAT for domestic deliveries. In the event that between contract Software in accordance with Section 15; and
d. Transportation charges in accordance with ACL's delivery obligations set forth in Section 8.
5.2 The Contract Price shall not include any government levied sales, use, value added, or other taxes, customs duties, or similar tariffs and delivery there is a significant change in certain cost factors, such as the costs of wages, raw materials, energy or freight, then the agreed price fees which ACL may be adjusted required to encompass pay or collect upon the influence delivery of prevailing cost factorsACL Products or in furtherance of this Agreement. Should any tax or levy be made, Reseller agrees to pay or reimburse such tax or levy demanded. Reseller represents and warrants to ACL that all ACL Products acquired hereunder are for redistribution in the ordinary course of Reseller's business, and Reseller agrees to provide ACL with appropriate resale certificate numbers and other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any such taxes or fees. Notwithstanding anything herein to the contrary, in no event shall Reseller be required to pay any tax assessed on ACL's income.
2.2 Payments are 5.3 If a Purchase Order is accepted by ACL, ACL will issue an invoice (the "Invoice") to Reseller within fifteen (15) business days of ACL's receipt of the written Purchase Order from Reseller. The Invoice specifically shall identify the Equipment and Software so ordered, and the Contract Price of such items. The Invoice also shall state the total due to ACL from Reseller (the "Invoice Total"), which shall include the Contract Price, and any applicable taxes, duties, and other fees due pursuant to Section 5.2 of this Agreement.
5.4 Payment in full shall be made to us without deduction by against the 15th relevant ACL invoice(s). All invoices are due on presentation. For purposes of the month following the delivery ex works.
2.3 If the credit period is exceededthis Section 5.4 only, interest full payment will be charged at the rate the bank charges for current account overdraftsdeemed to have been made upon receipt of funds in ACL's bank. All payments shall be made in United States dollars, but at least 9 percent above the base- lending rate of the European Central Bank and an additional lump sum of EUR 40.
2.4 The purchaser has the right of set-off in respect of undisputed or previously adjudicated claims. He may only exercise rights of retention insofar as these relate to the same contract and are undisputed and/or judicially resolved.
2.5 In the event of circumstances arising after the conclusion of the contract such as to jeopardise significantly our claim to payment, i.e. the insolvency of the purchaser, we are entitled irrespective of the term free of any Bill of Exchange to call for payment. In the event of arrears of payment such as to jeopardise our claims we are entitled to recover the goods, if necessary entering on the premises of the purchaser to remove them. We may furthermore prohibit the further processing of the goods supplied. These provisions do not apply if the purchaser is not responsible for the delay of payment. Taking back the goods does not represent a withdrawal from the contract. In either case we may revoke authorization to collect payment on resale pursuant to Clause 8.7 below withholding tax and request payment in advance for orders still outstanding. All these legal consequences can be adverted by the purchaser providing security for payment in a sum corresponding to our outstanding claims. At the same time we are entitled in the event of a significant deterioration of the financial circumstances to execute outstanding orders only against pre-payment and/or on the expiry of a suitable period of notice to withdraw from the contract without prejudice to any claim for damages for non-performance.
2.6 We reserve the right to call for security of a type and extent that is customary for our claims whether these be contingent or limited as to time.
2.7 The legal consequences of default in payment remain unaffected.
2.8 We are entitled to settle obligations of any subsidiary company within our company group towards their purchaser, applying our own requirements at any timecurrency controls or other restrictions. In this case the commitment to pay no longer applies to our subsidiary and the debt is cancelled to the amount of the obligation which the purchaser is given notice thereof. We are prepared to notify about the group of subsidiaries at the buyer’s request. The above-mentioned authority to settle applies, furthermore, to requirements and obligations, which are not yet due, granting a rate of interest to the amount of the usual bank interest rates. There is no opposition to different forms of payment with settlements of this kind: (e.g., cash on the hand, B/E on the other.) Our authority to settle is cancelled 10 days before a possible suspension of payments or an application for insolvency against the assets of the buyer, in the event of the application for insolvency leading to the opening of bankruptcy proceedings.
2.9 In the event of job processing being undertaken, our prices will be as fixed on the basis of industry standard for basic materials and presuming customary fabrication coil weights and coil make-up. In the event of any variation therefrom we reserve ACL reserves the right to charge interest at prevailing rates on any additional payment not received thirty (30) days after the date of the invoice.
5.5 The payment instructions are: Bank: Lloyds Bank plc Woking Branch ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Sort Code: 30 99 80 Credit: Airspan Communications Ltd Account No: 11232312 Further Instructions: "Reference (customer name) P.O. No. _______, Payment of Invoice No. _________."
5.6 If the cost to ACL of performing this Agreement increases as a result of any change to the purchaserlaw or any reason beyond ACL's reasonable control, such increase may be added to the Contract Price at ACL's sole discretion. complaints ACL shall notify Reseller of defects in its reasonable estimate which Reseller shall be deemed to have accepted unless it notifies ACL to the event of job processing can only refer to work carried out by uscontrary within 14 calendar days.
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