Common use of Prices and Payment Clause in Contracts

Prices and Payment. 5.1 In consideration of the Agent providing the Agency Services, the Client agrees to pay the Charges, subject always to the provisions of clause 14. 5.2 The Charges shall be calculated in accordance with the Specification. The Charges represent the rate paid to the Freelancer as accrued from time to time in accordance with this Agreement, plus commission charged by the Agent. 5.3 The Client acknowledges that the Agent retains the right to review and vary the Charges at any time by giving written notice to the Client. 5.4 The Charges are exclusive of value added tax and all other applicable taxes, duties and levies which will be charged and invoiced to the Client in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges shall be paid upon receipt of the Agent’s invoice. Invoices shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set off. 5.7 Any Contract Services which the Freelancer may be required to perform which are not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) on the overdue amount at an annual rate of 8% above the prevailing base lending rate of the Bank of England, which interest will accrue on a daily basis from the date payment becomes due until the Agent has received full payment of the amount due together with all accrued interest; and 5.8.2 The Agent shall on giving notice to the Client be entitled to suspend the supply of the Agency Services and also the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in full. 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 In consideration of the Agent providing the Agency Services, the Client agrees to pay the Charges, subject always to the provisions of clause 14. 5.2 The Charges shall be calculated in accordance with the Specification. The Charges represent the rate paid to the Freelancer Supplier as accrued from time to time in accordance with this Agreement, plus commission charged by the Agent. 5.3 The Client acknowledges that the Agent retains the right to review and vary the Charges at any time by giving written notice to the Client. 5.4 The Charges are exclusive of value added tax and all other applicable taxes, duties and levies which will be charged and invoiced to the Client in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer Supplier and commences the provision of the Contract Services to which such Order relates. 5.6 Charges shall be paid upon receipt of the Agent’s invoice. Invoices shall be raised when the Freelancer Supplier has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers Suppliers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set off. 5.7 Any Contract Services which the Freelancer Supplier may be required to perform which are not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) on the overdue amount at an annual rate of 8% above the prevailing base lending rate of the Bank of England, which interest will accrue on a daily basis from the date payment becomes due until the Agent has received full payment of the amount due together with all accrued interest; and 5.8.2 The Agent shall on giving notice to the Client be entitled to suspend the supply of the Agency Services and also the provision by the Freelancer Supplier of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in full. 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 1. The Parties shall establish unit prices and draw up a pricelist two months prior to taxes (except VAT) and levies. each calendar year. This pricelist shall be applicable to all purchase orders during 5. Supplier shall send an invoice with respect to that purchase order specifying the the following calendar year. No interim amendments during the calendar year Products delivered. may be made to this pricelist. In consideration the event These Terms comes into effect in the 6. All correct and undisputed invoices shall be paid within sixty days after receipt by course of a calendar year, the pricelist shall be applicable to all purchase orders Buyer of the Agent providing the Agency Servicesinvoice, the Client agrees to pay the Charges, subject always unless Buyer has specified objections to the provisions invoice. In the during the remaining calendar year and the following calendar year. No interim event of clause 14specified objections, Parties shall further consult on the matter. Based amendments during this extended period may be made to the pricelist. on the results of such consultation, Supplier shall send a new invoice to Buyer. 5.2 The Charges 2. All prices to be charged to Buyer by Supplier shall be calculated based on and be in accordance accor- 7. Buyer’s exceeding any payment term or suspending payment with respect dance with the Specificationunit prices mentioned in the pricelist. The Charges represent the rate paid to the Freelancer as accrued from time to time in accordance with this Agreementany part of an invoice disputed by it, plus commission charged by the Agent. 5.3 The Client acknowledges that the Agent retains shall not give Supplier the right to review and vary 3. Unless specifically agreed otherwise in writing, Products shall be sold by Supplier suspend, terminate or rescind its obligations under These Terms and/or purchase in EURO. orders. However the Charges at any time by giving written notice foregoing prohibition on termination shall not apply to the Client. 5.4 4. The Charges prices shall include all the expenses which are exclusive expected or have been extent that the unpaid amount or delay in payment is such that Supplier cannot incurred by Supplier, including the cost of value added tax research, testing (e.g. with regard reasonably be required, also taking into account Buyer’s interest and all other applicable taxesto packaging, duties and levies which will be charged and invoiced compatibility, stability, safety risk, leaking) development, work, circumstances, to the Client in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges shall be paid upon receipt of the Agent’s invoice. Invoices shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during continue the relevant Assignment. Invoices are not subject to discountsobligation under These Terms and/or materials, reductions or rebates of any kindtransport, including but not limited to any counterclaim or set offtravel, accommodation, assembly, insurance, import dues, purchase order. 5.7 Any Contract Services which the Freelancer may be required to perform which are not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) on the overdue amount at an annual rate of 8% above the prevailing base lending rate of the Bank of England, which interest will accrue on a daily basis from the date payment becomes due until the Agent has received full payment of the amount due together with all accrued interest; and 5.8.2 The Agent shall on giving notice to the Client be entitled to suspend the supply of the Agency Services and also the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in full. 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 In consideration 4.1. The price of the Agent providing purchase shall be set to the Agency Servicesprice which the Supplier applies at the time of receiving the order from the Purchaser unless the Parties have expressly agreed otherwise. Unless otherwise expressly agreed, the Client agrees to pay prices are set exclusive of VAT and other public charges, which shall be paid by the Charges, subject always Purchaser. Upon variations in exchange rates exceeding 2 % up to the provisions invoicing of clause 14the Product, the Supplier may adjust the indicated prices towards the Purchaser. The Supplier’s right to adjust the prices in the event of exchange rate variations shall also apply when a specific price has been agreed upon by the Parties. 5.2 The Charges 4.2. Payment shall be calculated made upon invoicing and no later than the date set forth in accordance each invoice, unless otherwise expressly agreed. The Purchaser shall under no circumstances, including in the event of delays or deficiencies, be entitled to withhold payment. Upon delays in payment, interest on overdue payments shall accrue from the maturity date, with the Specificationreference rate applicable at any time, designated the "main refinancing operations” (MRO) of the European Central Bank" plus eight (8) percentage points. If the Purchaser does not pay on time, the Supplier may further, after having given the Purchaser notice hereof in writing, suspend its performance of an Agreement until payment has been made. 4.3. If it appears after the conclusion of the Agreement that the conduct or the financial circumstances of the Purchaser give the Supplier reason to anticipate that the Purchaser will not make a full and timely payment, the Supplier may suspend the performance of the Agreement and demand advance payment or adequate security to resume the performance. If such circumstances are discovered after the Product has been shipped, the Supplier may prevent the delivery of the Product. The Charges represent Supplier shall urgently notify the rate paid Purchaser in writing of its decision to suspend the Freelancer as accrued from time to time in accordance with this performance of the Agreement, plus commission charged by the Agent. 5.3 4.4. The Client acknowledges that Supplier may cancel the Agent retains Agreement if the Purchaser has not made payment within thirty (30) days after the payment date. In addition to the right to review and vary interest on overdue payments, the Charges at any time by giving written notice to the Client. 5.4 The Charges are exclusive of value added tax and all other applicable taxes, duties and levies which will be charged and invoiced to the Client Supplier shall in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges shall be paid upon receipt of the Agent’s invoice. Invoices shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set off. 5.7 Any Contract Services which the Freelancer may be required to perform which are not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) on the overdue amount at an annual rate of 8% above the prevailing base lending rate of the Bank of England, which interest will accrue on a daily basis from the date payment becomes due until the Agent has received full payment of the amount due together with all accrued interest; and 5.8.2 The Agent shall on giving notice to the Client be entitled to suspend recover damages for losses which it incurs arising out of Purchaser’s non-payment. The damages payable, except for accrued interest, shall be limited to the supply of agreed price for the Agency Services and also the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in fullProduct/Products. 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 In consideration 6.1 Prices and the currency shall be as specified in the Purchase Order. For the avoidance of doubt, prices quoted in the Purchase Order are exclusive of the Agent providing Value- Added Tax (VAT), which shall be applied in addition to the Agency Servicesprices when applicable. In view of the registration of Accenture with the Philippine Economic Zone Authority (PEZA), sales of goods and services to the PEZA sites of Accenture shall be subject to 0% VAT. In the case of Deliverables which are for the account of Accenture's non- PEZA sites, any VAT due on the purchase shall be billed as a separate item. For the avoidance of doubt, the Client term "non-PEZA site" of Accenture shall include sites for which the application for PEZA registration has be filed and still pending with the PEZA. Refer to the comment section of the PO for explicit instruction if transaction is vatable. Payments to be made by Accenture under this PO shall be subject to withholding taxes, when applicable. The Certificate of Withholding Tax shall be provided by Accenture to the Supplier not later than twenty (20) days from the close of the quarter when the payment was made in compliance with existing tax laws and regulations. 6.2 The prices and quantity quoted in the Purchase Order shall not be increased by Supplier, unless agreed upon in writing by Accenture. Changes on price and quantity must be communicated to the requestor to initiate PO Change Order. Invoicing is discouraged without the amended PO. 6.3 Service Provider shall ensure that all invoices submitted to Accenture are current (i.e. invoices should be received by Accenture within Five (5) days from the time services were rendered or goods were delivered) and are valid and correct. To be considered valid and correct invoice must comply with invoicing requirements for Accenture Philippines as captured on this link: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/us-en/about/company- suppliers-guide. In the event that Accenture is not able to receive invoices within five (5) days from time services were rendered or goods were delivered, any and all invoices must still be billed by Service Provider and received by Accenture within Ninety (90) days from delivery date, service period end date or applicable billing cycle. In case of any dispute/issue resulting in the non- processing of invoice, Service Provider shall complete necessary actions needed to process said invoices such as, but not limited to, the resubmission of corrected invoice for rejected invoice within Ninety (90) days from delivery date, service period end date or applicable billing cycle. Service Provider hereby waives its right to receive payment on any invoice received by Accenture more than Ninety (90) days from delivery date or service period end date or applicable billing cycle. Accenture shall neither honor nor process any invoice received after Ninety (90) days from delivery date, service period end date or applicable billing cycle. 6.4 After receipt of the invoice, or the corrected invoice as the case may be, within the Ninety (90) day period mentioned above Accenture shall pay the Supplier in accordance with the payment terms specified in the Purchase Order. 6.5 Supplier shall ensure that all the information stated in the invoices are complete and accurate, matches with the PO, and that the specific requestor and financial charge codes or job numbers provided by Accenture are indicated therein. Invoices not supported a Purchase Order with sufficient balance shall be rejected. Accenture shall strictly enforce “No PO No Payment” policy. 6.6 Accenture agrees to pay the Charges, subject always Price to the provisions of clause 14. 5.2 The Charges shall be calculated in accordance with the Specification. The Charges represent the rate paid to the Freelancer as accrued from time to time in accordance with this Agreement, plus commission charged by the Agent. 5.3 The Client acknowledges that the Agent retains the right to review Supplier on satisfactory and vary the Charges at any time by giving written notice to the Client. 5.4 The Charges are exclusive of value added tax and all other applicable taxes, duties and levies which will be charged and invoiced to the Client in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges shall be paid upon receipt of the Agent’s invoice. Invoices shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set off. 5.7 Any Contract Services which the Freelancer may be required to perform which are not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) compliant invoices based on the overdue amount at an annual rate of 8% above the prevailing base lending rate of the Bank of England, which interest will accrue on a daily basis agreed payment term commencing from the date payment becomes due until the Agent has received full payment of the amount due together with all accrued interest; and 5.8.2 The Agent shall on giving notice to the Client be entitled to suspend the supply acceptance of the Agency Services and also the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in fullinvoice. 5.9 There are no refunds payable in respect of the Charges.6.7 The Supplier shall submit invoice to Accenture within

Prices and Payment. 5.1 In consideration of the Agent providing the Agency Services(a) All prices are firm and shall not be subject to change. Licensor's price includes all payroll, the Client agrees to pay the Chargesoccupational, subject always and value added taxes not recoverable by GE, as well as any other taxes, fees and/or duties applicable to the provisions of clause 14. 5.2 The Charges goods and/or services purchased under this Agreement; provided, however, that Licensor must separately identify on Licensor’s invoice any state and local sales, use, excise and/or privilege taxes, if applicable, and will not include such taxes in Licensor’s price. If Licensor charges GE with any value added or similar tax, Licensor shall be calculated ensure such taxes are invoiced to GE in accordance with applicable rules so as to allow GE to reclaim such value-added or similar tax from appropriate government authorities. Neither party is responsible for taxes on the Specificationother party’s income or the income of the other party’s personnel or subcontractors. If no firm or other price appears, no payment in excess of any monetary limitation appearing on the face of the Order Document shall be permitted without the prior written approval of GE. Pricing shall not be adjusted without prior written approval of GE. (b) GE shall pay the License Fees according to the schedule on the Order Document. - Unless otherwise stated on the face of this Order, payment terms are due net one hundred and twenty (120) days from the Payment Start Date. The Charges represent Payment Start Date is the rate paid later of 1) The delivery date identified on the Order, (2) The received date of the goods and/or services in GE’s receiving system or (3) The date of receipt of valid invoice by GE. Seller’s invoice shall in all cases bear GE’s Order number. GE shall be entitled to reject any invoices failing to note GE’s Order number or that are otherwise inaccurate. Any resulting delay in payment shall be Seller’s responsibility. Licensor’s invoice shall in all cases bear GE’s PO number. GE shall be entitled to reject any invoices failing to note GE’s PO number or that are otherwise inaccurate. Any resulting delay in payment shall be Licensor’s responsibility. Failure or delay by GE to make payments, by reason of Licensor’s failure to follow the Freelancer as accrued from instructions herein, shall not be deemed a breach of this Order. Licensor warrants it is authorized to receive payment in the currency stated in this Order. (c) Licensor agrees it shall ensure that GE receives the status of a most-favored customer with respect to matters of pricing for services or licenses provided hereunder. If Licensor agrees to more favorable terms to any of its other customers at the time to time in accordance with of negotiations, or during the term of this Agreement, plus commission charged by the Agent. 5.3 The Client acknowledges that the Agent retains the right to review Licensor shall, within thirty (30) calendar days, notify GE in writing and vary the Charges at any time by giving written notice ensure GE receives these more favorable pricing terms for all products and Services provided hereunder retroactive to the Client. 5.4 The Charges date of such offer - and for so long as those terms are exclusive of value added tax and all offered to other applicable taxescustomers. Upon such notice, duties and levies which this Agreement will be charged and invoiced deemed by all parties to the Client in addition. 5.5 The Charges shall only be payable under have been amended to incorporate all such favorable changes - excepting any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client changes as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges shall be paid upon receipt of the Agent’s invoice. Invoices shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set off. 5.7 Any Contract Services which the Freelancer may be required rejected in writing by GE. Licensor agrees to perform which are not expressly identified under the Specification shall be the subject provide GE with certification of compliance with this clause, completed by an additional or revised charge which shall be notified authorized Licensor official, upon request by the Agent to the Client in advanceGE. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) on the overdue amount at an annual rate of 8% above the prevailing base lending rate of the Bank of England, which interest will accrue on a daily basis from the date payment becomes due until the Agent has received full payment of the amount due together with all accrued interest; and 5.8.2 The Agent shall on giving notice to the Client be entitled to suspend the supply of the Agency Services and also the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in full. 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 In consideration of the Agent providing the Agency Services, the Client agrees to 7.1 The Customer shall pay the Charges, subject always to Supplier for the provisions of clause 14. 5.2 The Charges shall be calculated Products in accordance with the Specificationprovisions of this Clause 7. 7.2 The Supplier shall invoice the Customer for the Net Selling Price following delivery of one or more Orders and all related Expenses (but less any Credits due to the Customer). 7.3 Unless otherwise agreed in writing between the parties, the Customer shall pay to the Supplier the total amount of each Invoice in GBP Sterling (£) by electronic transfer to the Supplier’s nominated bank account within 30 days after the date of the relevant Invoice, notwithstanding that delivery may not have taken place and that property in the Products has not passed to the Customer. The Charges represent time for payment shall be of the rate paid essence and no payment shall be deemed to have been made until the Freelancer as accrued from time to time Supplier has received payment in accordance with this Agreement, plus commission charged by the Agentcleared funds. 5.3 The Client acknowledges that the Agent retains the right 7.4 All amounts of money referred to review and vary the Charges at any time by giving written notice to the Client. 5.4 The Charges are in this Agreement shall be interpreted as being amounts exclusive of value added tax, any similar sales tax and all other applicable or any tax that replaces such sales taxes, duties and levies which will be charged and invoiced . Any such tax payable in relation to the Client in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges amounts shall be paid upon receipt of in addition to those amounts. If the Agent’s invoice. Invoices Customer is required under any applicable law to withhold or deduct any amount from the payments due to the Supplier, the Customer shall increase the sum it pays to the Supplier by the amount necessary to leave the Supplier with an amount equal to the sum it would have received if no such withholdings or deductions had been made. 7.5 If the Customer does not make payment on or before the date on which it is due, interest shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set off. 5.7 Any Contract Services which the Freelancer may be required to perform which are not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) payable on the overdue amount at an annual the rate of 8which is 4% above the prevailing base lending rate of the Bank of England, which interest will accrue on a daily basis England base rate from time to time. Interest shall be payable at this rate both before and after any judgment is made against the Customer until the date on which payment becomes due until the Agent has in cleared funds is received full payment of the amount due together with in full, including all accrued interest; and. 5.8.2 7.6 The Agent Customer shall on giving notice make all payments due under this Agreement without any deduction by way of set-off, counterclaim, discount or otherwise unless the Customer has a valid court order from a court in England and Wales requiring an amount equal to or more than such deduction to be paid to the Client Supplier by the Customer, or unless such rights relied on cannot be entitled to suspend excluded by the supply law of England and Wales or the insolvency laws of the Agency Services and also jurisdiction in which the provision by Customer is resident. All amounts due to the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to Supplier under this Agreement until all amounts outstanding have been paid in fullshall become due immediately if this Agreement is terminated or novated despite any other provision. 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 In consideration (a) Subject to the provision of the Agent providing the Agency Services, the Client agrees to pay the Charges, subject always Goods and or Services to the provisions satisfaction of clause 14. 5.2 The Charges shall be calculated in accordance with the Specification. The Charges represent the rate paid to the Freelancer as accrued from time to time Company and otherwise in accordance with this Agreement, plus commission charged by the AgentCompany will pay the Supplier the sum price as specified in the Purchase Order (Fee). 5.3 The Client acknowledges that the Agent retains the right to review (b) All prices are fixed and vary the Charges at any time by giving written notice to the Client. 5.4 The Charges are exclusive of value added tax and all other applicable taxes, duties and levies which will be charged and invoiced to the Client in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges shall be paid upon receipt of the Agent’s invoice. Invoices shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kindvariation, including but not limited to any counterclaim to, variations in the cost of labour, materials or set offexchange rates, unless otherwise provided for in the Special Conditions or in this Agreement. 5.7 Any Contract Services which the Freelancer may be required to perform which are (c) The Company will not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation the Supplier any compensation, reimbursement of expenses, Fees or any other payment whatsoever, other than the Fee. (d) Unless specified otherwise in this Agreement, an invoice will be submitted to the Company for debt recovery costs payment upon Completion occurring. (e) The invoice will include the Agreement and interest or PO number. All invoices will be in such detail as may be requested by the Company. (before f) All undisputed and after judgmentapproved invoices will be paid by the Company in accordance with the payment term outlined in the PO. (g) on Payment of any invoice does not prejudice the overdue amount at an annual rate of 8% above the prevailing base lending rate right of the Bank Company to claim reimbursement of Englandany charge found to be invalid in whole or in part at a later date. (h) If the Company in good faith disputes whether the whole or part of an invoice submitted by the Supplier is payable, which interest the Company: (i) may withhold the disputed amount of that invoice; and (ii) will accrue on give written notice to the Supplier, within 10 Business Days after receiving the invoice, of the amount disputed and reasons for the dispute. (i) Upon resolution of the disputed items in an invoice, the Supplier will issue a daily basis revised invoice to the Company specifying the agreed amount to be paid. The Company will pay the agreed amount for that invoice within 30 Days from the date payment becomes due until the Agent has received full payment Parties resolved the dispute. (j) If the Company and Supplier are unable to resolve any disagreement between them regarding the amount disputed within 5 Business Days of the amount Supplier receiving the Company’s notice under clause 9(h)(ii), either Party may invoke the dispute resolution process in clause 13. (k) Without limiting the Company’s rights under any other provisions of this Agreement, all monies due together from the Supplier to the Company hereunder, may be deducted by the Company from any monies due or to become due by the Company to the Supplier. (l) The following documents will be submitted to the Company with all accrued interestthe Supplier’s invoice: (i) original and one copy of bill of lading/bill of consignment (as applicable); (ii) original of Supplier’s commercial invoice; (iii) original of Supplier’s packing list; and 5.8.2 The Agent shall on giving notice to the Client be entitled to suspend the supply of the Agency Services (iv) original materials certificates and also the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in fullinspection release certificates. 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 In consideration of the Agent providing the Agency Services(a) All prices are firm and shall not be subject to change. Licensor's price includes all payroll, the Client agrees to pay the Chargesoccupational, subject always and value added taxes not recoverable by GE, as well as any other taxes, fees and/or duties applicable to the provisions of clause 14. 5.2 The Charges goods and/or services purchased under this Agreement; provided, however, that Licensor must separately identify on Licensor’s invoice any state and local sales, use, excise and/or privilege taxes, if applicable, and will not include such taxes in Licensor’s price. If Licensor charges GE with any value added or similar tax, Licensor shall be calculated ensure such taxes are invoiced to GE in accordance with applicable rules so as to allow GE to reclaim such value-added or similar tax from appropriate government authorities. Neither party is responsible for taxes on the Specificationother party’s income or the income of the other party’s personnel or subcontractors. If no firm or other price appears, no payment in excess of any monetary limitation appearing on the face of the Order Document shall be permitted without the prior written approval of GE. Pricing shall not be adjusted without prior written approval of GE. (b) shall pay the License Fees according to the schedule on the Order Document. - Unless otherwise stated on the face of this Order, payment terms are due net one hundred and twenty (120) days from the Payment Start Date. The Charges represent Payment Start Date is the rate paid later of 1) The delivery date identified on the Order, (2) The received date of the goods and/or services in GE’s receiving system or (3) The date of receipt of valid invoice by GE. Seller’s invoice shall in all cases bear GE’s Order number. GE shall be entitled to reject any invoices failing to note GE’s Order number or that are otherwise inaccurate. Any resulting delay in payment shall be Seller’s responsibility. Licensor’s invoice shall in all cases bear GE’s PO number. GE shall be entitled to reject any invoices failing to note GE’s PO number or that are otherwise inaccurate. Any resulting delay in payment shall be Licensor’s responsibility. Failure or delay by GE to make payments, by reason of Licensor’s failure to follow the Freelancer as accrued from instructions herein, shall not be deemed a breach of this Order. Licensor warrants it is authorized to receive payment in the currency stated in this Order. (c) Licensor agrees it shall ensure that GE receives the status of a most-favored customer with respect to matters of pricing for services or licenses provided hereunder. If Licensor agrees to more favorable terms to any of its other customers at the time to time in accordance with of negotiations, or during the term of this Agreement, plus commission charged by the Agent. 5.3 The Client acknowledges that the Agent retains the right to review Licensor shall, within thirty (30) calendar days, notify GE in writing and vary the Charges at any time by giving written notice ensure GE receives these more favorable pricing terms for all products and Services provided hereunder retroactive to the Client. 5.4 The Charges date of such offer - and for so long as those terms are exclusive of value added tax and all offered to other applicable taxescustomers. Upon such notice, duties and levies which this Agreement will be charged and invoiced deemed by all parties to the Client in addition. 5.5 The Charges shall only be payable under have been amended to incorporate all such favorable changes - excepting any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client changes as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges shall be paid upon receipt of the Agent’s invoice. Invoices shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set off. 5.7 Any Contract Services which the Freelancer may be required rejected in writing by GE. Licensor agrees to perform which are not expressly identified under the Specification shall be the subject provide GE with certification of compliance with this clause, completed by an additional or revised charge which shall be notified authorized Licensor official, upon request by the Agent to the Client in advanceGE. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) on the overdue amount at an annual rate of 8% above the prevailing base lending rate of the Bank of England, which interest will accrue on a daily basis from the date payment becomes due until the Agent has received full payment of the amount due together with all accrued interest; and 5.8.2 The Agent shall on giving notice to the Client be entitled to suspend the supply of the Agency Services and also the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in full. 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 In consideration 6.1. This Section 6 applies to Direct Resellers only. 6.2. The Reseller shall pay the Subscription Fees to CybSafe for the Subscription Allocation within 30 days of the Agent providing Order Commencement Date. The Subscription Fees are as set out in the Agency ServicesOrder. Except as otherwise agreed on a Customer-specific basis, the Client agrees to pay parties intend that the Charges, subject always Subscription Fees shall be based on the Partner Discount applicable to the provisions Order as set out on the Partner Portal as at the Order Commencement Date. References to ‘Partner Discount’ in these Terms and the Partner Portal are to be construed as follows: The Partner Discount, expressed as a percentage, refers to a discount from the List Price (as such List Price is made available in the Partner Portal on the Order Commencement Date) applicable to the Subscription Allocation specified in the Order. Except as specified in an 6.3. The List Price and Partner Discount may be amended by CybSafe at any time. CybSafe shall give the Reseller 60 days’ notice of clause 14any changes in the List Price or Partner Discount. The Reseller shall ensure that any quotes and price commitments it makes to prospective Customers are only valid for a period of less than 60 days. The prices at which the Reseller resells the Services are entirely at the Reseller's discretion. 5.2 The Charges shall be calculated in accordance with the Specification6.4. The Charges represent the rate paid to the Freelancer as accrued from time to time in accordance with this AgreementAny and all expenses, plus commission charged costs and charges incurred by the Agent. 5.3 The Client acknowledges that Reseller in the Agent retains the right to review and vary the Charges at any time by giving written notice to the Client. 5.4 The Charges are exclusive performance of value added tax and all other applicable taxes, duties and levies which will be charged and invoiced to the Client in addition. 5.5 The Charges shall only be payable its obligations under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges this Agreement shall be paid upon receipt by the Reseller unless CybSafe has expressly agreed beforehand in writing to pay such expenses, costs and charges. 6.5. CybSafe shall invoice the Reseller at least 30 days prior to each anniversary of the Agent’s invoice. Invoices shall be raised when Order Commencement Date for the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time Subscription Fees payable in respect of the same Assignment, in which case next Renewal Period (if applicable) and the Agent Reseller shall raise an pay such invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set offwithin 30 days. 5.7 Any Contract Services which the Freelancer may be required to perform which are 6.6. If CybSafe has not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified received payment by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, due date and without prejudice to any other right or remedy available rights and remedies of CybSafe: (i) CybSafe may, without liability to the Agent:- 5.8.1 Reseller or the Client will be liable Customer, disable the Customer’s password, account and access to pay statutory compensation for debt recovery costs and interest (before and after judgment) on the overdue amount at an annual rate of 8% above the prevailing base lending rate all or part of the Bank Services and CybSafe shall be under no obligation to provide any or all of England, which the Services while the invoice(s) concerned remain unpaid; and (ii) interest will shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of HSBC Bank plc from time to time, commencing on the due date payment becomes due and continuing until the Agent has received full payment of the amount due together with all accrued interest; and 5.8.2 The Agent shall on giving notice to the Client be entitled to suspend the supply of the Agency Services and also the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in fullfully paid, whether before or after judgment. 5.9 There are no refunds 6.7. All amounts and fees stated or referred to in this Agreement: (i) shall be payable in respect of the Charges.currency specified in the Order;

Prices and Payment. 5.1 In consideration of 6.1 The Customer shall pay Treadsetters for the Agent providing the Agency Services, the Client agrees to pay the Charges, subject always to the provisions of clause 14. 5.2 The Charges shall be calculated Goods in accordance with the Specification. The Charges represent the rate paid to the Freelancer as accrued from time to time in accordance with provisions of this Agreement, plus commission charged by the Agentclause 6. 5.3 6.2 The Client acknowledges that price for Goods shall be the Agent retains price set out in the right to review and vary Order Confirmation or, if no price is quoted, the Charges price set out in Treadsetters published List Price as at the date of delivery. 6.3 Treadsetters shall invoice the Customer on or at any time after completion of delivery, or completion of delivery of an instalment pursuant to clause 4.5.. 6.4 The method of payment shall be set out in the Order and in all cases time for payment shall be of the essence of the Contract. 6.5 Where the agreed method of payment is upon Invoice the Customer shall pay 30% of the total Order value upon placement of the Order. 6.6 The Customer shall pay to Treadsetters the total amount of each Invoice in pounds sterling by telegraphic transfer to such bank account as may be nominated by Treadsetters within 30 days after the date of the relevant Invoice, notwithstanding that delivery may not have taken place and that property to the Goods has not passed to the Customer. 6.7 If it has been agreed that payment will be by way of letter of credit then the price of any Goods sold pursuant to this agreement shall be secured by an irrevocable letter of credit satisfactory to Treadsetters, established by the Customer in favour of the Treadsetters immediately upon receipt of Treadsetters’s acceptance of Customer’s Order and confirmed by a United Kingdom bank acceptable to Treadsetters. The letter of credit shall be for the price payable for the Goods (together with any tax or duty payable) to Treadsetters and shall be valid for six months. Treadsetters shall be entitled to immediate cash payment on presentation to such United Kingdom bank of the documents provided by the Customer to Treadsetters. 6.8 Treadsetters reserves the right to: (a) increase the price of the Goods, by giving written notice to the ClientCustomer at any time before delivery, to reflect any increase in the cost of the Goods to Treadsetters that is due to: (i) any factor beyond the control of Treadsetters (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Treadsetters adequate or accurate information or instructions in respect of the Goods. 5.4 The Charges are 6.9 All amounts of money referred to in this agreement shall be interpreted as being amounts exclusive of value added tax, any similar sales tax and all other applicable or any tax that replaces such sales taxes, duties and levies which will be charged and invoiced . Any such tax payable in relation to the Client in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges amounts shall be paid upon receipt in addition to those amounts. If the Customer is required under any applicable law to withhold or deduct any amount from the payments due to Treadsetters, the Customer shall increase the sum it pays to Treadsetters by the amount necessary to leave Treadsetters with an amount equal to the sum it would have received if no such withholdings or deductions had been made. 6.10 All amounts due to Treadsetters under this agreement shall become due immediately if this agreement is terminated or novated despite any other provision. 6.11 The time for payment shall be of the Agent’s invoice. Invoices essence and no payment shall be raised when the Freelancer deemed to have been made until Treadsetters has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time received payment in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set offcleared funds. 5.7 Any Contract Services 6.12 If the Customer does not make payment on or before the date on which the Freelancer may be required to perform which are not expressly identified under the Specification it is due, interest shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) payable on the overdue amount at an annual the rate of 8% above in force pursuant to the prevailing base lending rate provisions of the Bank Late Payment of England, which interest will accrue on a daily basis Commercial Debts (Interest) Act 1998 or from time to time. Interest shall be payable at this rate both before and after any judgment is made against the Customer until the date on which payment becomes due until the Agent has in cleared funds is received full payment of the amount due together with in full, including all accrued interest; and. 5.8.2 6.13 The Agent Customer shall make all payments due under this agreement without any deduction by way of set-off, counterclaim, discount or otherwise unless the Customer has a valid court order from a court in England and Wales requiring an amount equal to or more than such deduction to be paid to Treadsetters by the Customer, or unless such rights relied on giving notice to cannot be excluded by the Client be entitled to suspend law of England and Wales or the supply insolvency laws of the Agency Services and also jurisdiction in which the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in fullCustomer is resident. 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 In Subject to the Provider fulfilling its obligations under the Contract and in consideration of the Agent providing Provider properly performing the Agency Services, the Client agrees to Council shall pay the Charges, subject always to the provisions of clause 14. 5.2 The Charges Provider the Price, which shall be calculated exhaustive of any amounts due to the Provider in respect of its provision of the Services and performance of its obligations under this Contract. The Council is responsible only for payment of the Price to Providers where the Services have been provided to the Council. In relation to Services provided to the other Authorities, those Authorities shall be responsible for payment of the Price to Providers and the Council shall have no liability for any non-payments made by the Authorities. If and to the extent that the Price (or any part thereof): is an annual sum it shall accrue on a daily basis and shall be payable to the Provider monthly in arrears; is payable by reference to a schedule of rates; and/or the quantity of service provided during a given period it shall be paid on receipt of a correct and undisputed invoice which specifies the relevant rate or rates and the quantity of service provided during the period or periods to which the invoice relates; and is payable on completion of milestones specified in this Contract it shall be payable upon receipt of a correct and undisputed invoice which: specifies the milestone or milestones to which it relates; specifies the amount due in respect of such milestone or milestones; and is accompanied by suitable documentary evidence which demonstrates and confirms that relevant milestone or milestones have been completed in accordance with this Contract. For the Specificationpurpose of Clause 12.2.3.3 suitable documentary evidence shall be such evidence as is specified in this Contract or where no such evidence is specified such evidence as the Council acting reasonably shall specify. Invoices under this Clause 12 shall be uniquely numbered and shall contain all appropriate references including the Council’s official order number and a detailed breakdown of the Services and shall be supported by any other documentation reasonably required to substantiate the invoice. Payment of the price shall be made four-weekly by agreed schedule of care, through automated payment mechanism resulting in a BACS payment. Payment is deemed to have been made when the Council transmits payment for processing to its BACS Bureau and the Provider accepts that if a non-working day falls near the transmission of payment, this may extend the period before the payment will arrive in the Provider’s account. The Charges represent the rate paid Council will endeavour to identify to the Freelancer Provider any invoices it disputes and believes to be incorrect (and the reasons why this is the case), in which case the Provider shall submit a replacement correct invoice as accrued soon as practicable. It shall however be the entire responsibility of the Provider to submit a correct and undisputed invoice in a timely fashion in accordance with this Clause, and the Council shall bear no responsibility or liability for any losses the Provider may incur as a result of its failure in respect of this responsibility. The Council shall not have any obligation to pay any incorrect or undisputed invoices, in whole or in part under this Clause 12. In addition, in the event that the Council believes that part of an invoice is correct but that the remainder is incorrect and/or disputed, the Council reserves the right where it is possible to do so (but shall be under no obligation) to separate out those parts of the invoice and pay the correct part only, in which case, the Council shall inform the Provider of this, identifying clearly the part to which payment relates and the reasons why the remainder is incorrect and/or disputed. All sums payable under this Contract are exclusive of VAT or any tax replacing it. If this Contract or anything in it gives rise to a taxable supply for Value Added Tax purposes by the Provider to the Council under Law from time to time in accordance with this Agreementforce, plus commission charged by on the Agent. 5.3 The Client acknowledges production of a valid Value Added Tax invoice, the Council will pay the Provider a sum equal to that the Agent retains the right to review and vary the Charges at any time by giving written notice Value Added Tax in addition to the Client. 5.4 The Charges are exclusive of value added tax and all Price or any other applicable taxes, duties and levies which will be charged and invoiced to the Client in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges shall be paid upon receipt of the Agent’s invoiceconsideration. Invoices shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set off. 5.7 Any Contract Services which the Freelancer may be required to perform which are not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without Without prejudice to any other right rights or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) on the overdue amount at an annual rate of 8% above the prevailing base lending rate remedies of the Bank of EnglandCouncil whether in contract, which interest will accrue on a daily basis from tort, or under statute, or otherwise, the date payment becomes due until the Agent has received full payment of the amount due together with all accrued interest; and 5.8.2 The Agent Council shall on giving notice to the Client be entitled to suspend withhold or reduce, or make deductions from the supply Price: pursuant to Clause 36; where the Provider has been overpaid by the Council by virtue of an error or fraudulent conduct by a Council employee, agent or Fellow Provider; where the Council has suffered financial loss by virtue of the Agency Services Provider overpaying a third party including, without limitation, where the Provider in the course of carrying out its obligations under the Contract makes an overpayment of salary or makes duplicate credit payments. Any disputes in relation to invoices or payment may be referred to the Dispute Resolution Procedure as set out in Clause 40. Where the Provider enters into a Sub-Contract, the Provider shall include in that Sub-Contract: provisions having the same effect as Clause 12.4 of this Contract; and also a provision requiring the provision sub-provider to include in any Sub-Contract which it awards provisions having the same effect as Clause 12.4 of this Contract. Without prejudice to any other of its rights in this Contract, the Council shall be entitled to receive evidence from the Provider of the existence of such provisions and that they are complied with by the Freelancer of any Contract Services pursuant parties to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in fullSub-Contracts. 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 In consideration 9.1 The prices to be paid by the Distributor for the Products are described on Schedule A, and references to Price or Prices refer to the invoice price(s). (the “Prices”).The Prices from Seller to Distributor are inclusive of freight and fees to be paid by Distributor. 9.3 Except as otherwise set forth in the Schedules, the Distributor will pay in full all undisputed amounts due pursuant to this Agreement ***** after the Seller’s invoice date; provided, that (a) invoices will be issued upon shipment by the Seller to the destination specified by Distributor, and (b) the Seller will give the Distributor a discount on any invoiced amounts that are paid by the Distributor ***** after Seller’s invoice date in an *****. Late payments will bear interest at *****. To the extent the Distributor disputes any charge on such invoice, the Distributor will, ***** of the Agent providing Distributor’s receipt of such invoice, issue to the Agency ServicesSeller a written dispute notice (along with substantiating documentation and a reasonably detailed description of the dispute), and the Distributor will be deemed to have accepted all invoices for which the Seller does not receive a written dispute notice *****. To the extent the Seller does not agree to a reduction in such invoice, such dispute will be resolved in accordance with the dispute resolution provisions set forth in Section 20, below. Notwithstanding anything to the contrary in this Agreement, the Client agrees Parties will continue performing their obligations under this Agreement during any dispute, including its obligation to pay due any undisputed invoice amounts in accordance with the Chargesterms and conditions of this Agreement. Unless otherwise specifically agreed in writing by the Parties, subject always all payments due to the Seller under this Section 9.3 will be made by wire transfer of immediately available funds to the account set forth in the applicable invoice. 9.4 Any credits the Distributor believes are owed to it pursuant to *****, and any amounts owed or potentially owed by the Seller Guarantor pursuant to any of the Transaction Agreements (as defined in the Purchase Agreement), will not be set off or deducted from invoice or other payments owed to Seller until and to the extent that such credits or amounts are awarded to the Distributor pursuant to the terms of such sections or provisions or the Transaction Agreements (as defined in the Purchase Agreement). Regardless of any statement appearing on a check, wire transfer documentation or otherwise, the Seller’s acceptance of a payment in an amount less than that due will in no way be an accord and satisfaction or prejudice the Seller’s rights and remedies to collect the full amount due. 9.5 All Prices are exclusive of all sales, use or excise taxes and any other similar taxes, duties and charges of any kind imposed by any federal, state or local Governmental Entity on any amounts payable by the Distributor under this Agreement, including charges imposed on the sale, use or transportation of the Products (“Taxes”). The Distributor will pay, or reimburse the Seller for, all Taxes properly identified by the Seller in an invoice. 9.6 If the Distributor fails to pay any amount due under this Agreement except for those amounts that are disputed pursuant to the provisions of clause 14Section 9.3 (a “Payment Failure”) or fails to materially comply with any terms of this Agreement (other than with respect to a Payment Failure), after notice of such failure and expiration of the opportunity to cure set forth in Section 17, then the Seller may, at its option, suspend delivery of any undelivered portion of any Accepted Order, without liability to the Seller, and the Distributor will remain liable for all unpaid amounts with respect to shipped or delivered Products. 5.2 The Charges shall 9.7 Notwithstanding anything in this Section 9, if the Seller at any time determines, in its reasonable discretion, that the Distributor’s financial condition or creditworthiness is inadequate or unsatisfactory, or that the Distributor may be calculated unable to pay for any Products upon issuance of an invoice by the Seller in accordance with Section 9.3, the Specification. The Charges represent the rate paid to the Freelancer as accrued from time to time in accordance with this AgreementSeller may, plus commission charged by the Agent. 5.3 The Client acknowledges that the Agent retains the right to review and vary the Charges at any time by giving upon prior written notice to the Client. 5.4 The Charges are exclusive Distributor, require the Distributor to pay, by cash, check or wire transfer of value added tax immediately available funds, for any Products upon delivery of such Products, including any undelivered portion of any Accepted Order. No action (or failure to act) by the Seller pursuant to this Section 9.7 will constitute a waiver by the Seller of any other rights and all other applicable taxes, duties and levies which will be charged and invoiced remedies available to the Client in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges shall be paid upon receipt of the Agent’s invoice. Invoices shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set off. 5.7 Any Contract Services which the Freelancer may be required to perform which are not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing Seller under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) on the overdue amount at an annual rate of 8% above the prevailing base lending rate of the Bank of England, which interest will accrue on a daily basis from the date payment becomes due until the Agent has received full payment of the amount due together with all accrued interest; and 5.8.2 The Agent shall on giving notice to the Client be entitled to suspend the supply of the Agency Services and also the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in fullincluding under Section 17). 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 In consideration The prices and terms of this Contract are not subject to any anticipation or any discount to any rebate or modification, or to any trade custom, except as shown on the Agent providing face hereof. Notwithstanding the Agency Servicesforegoing, in view of Seller's fluctuating costs, currency fluctuations, and other factors affecting Seller, prices set forth in this Contract for the Client agrees Goods are subject to pay the Charges, subject always to the provisions of clause 14. 5.2 The Charges shall be calculated in accordance with the Specification. The Charges represent the rate paid to the Freelancer as accrued change by Seller from time to time without notice. Unless otherwise indicated on the face hereof, each shipment of the Goods (whether or not it is an installment shipment) must be paid for in accordance with full within 30 days of the date of the invoice for such shipment, subject to any right of seller contained in this AgreementContract to demand earlier payment. Invoices must be paid in the currency in which they are issued. All bank fees for EFT payments, plus commission charged for remitting bank and/or receiving bank, are the responsibility of the customer. Invoices are to be paid in full. Beneficiary: Hamamatsu Corporation Beneficiary: III. INVOICING PROCESS. Invoices will be sent to you as products or items are shipped. If a portion of your order is on backorder, placed on hold by you, or subject to other holdups, you will only be invoiced for the Agent. 5.3 The Client acknowledges that products which have shipped. Separate invoices can be expected until your order has been completely fulfilled. If you are paying by Credit Card, an authorization (hold on funds) for the Agent retains full amount of the right to review and vary the Charges at any time by giving written notice order may be initiated just prior to the Client. 5.4 The Charges are exclusive time of value added tax the initial shipment. For orders with multiple delivery dates, an authorization (hold on funds) may be initiated just prior to the time of each individual shipment and all other applicable taxesthe remaining balance of the entire order will be authorized after the finalized charge for each completed shipment. Authorization (hold on funds) from your bank may be in effect for 1-10 days, duties and levies which depending upon your financial institution’s rules. Only the invoiced amount of the goods shipped will be charged against your Credit Card. You are responsible for all bank fees for EFT/ACH payments, for both the remitting bank and invoiced to the Client in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges shall be paid upon receipt of the Agent’s invoice. Invoices shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignmentreceiving bank. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set off. 5.7 Any Contract Services which the Freelancer may be required to perform which are not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) on the overdue amount at an annual rate of 8% above the prevailing base lending rate of the Bank of England, which interest will accrue on a daily basis from the date payment becomes due until the Agent has received full payment of the amount due together with all accrued interest; and 5.8.2 The Agent shall on giving notice to the Client be entitled to suspend the supply of the Agency Services and also the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in full. Hamamatsu is not responsible for any associated fees unless explicitly agreed to in writing prior to invoicing. 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 In consideration of the Agent providing the Agency Services, the Client agrees to 7.1 The Customer shall pay the Charges, subject always to Supplier for the provisions of clause 14. 5.2 The Charges shall be calculated Products in accordance with the Specificationprovisions of this Clause 7. 7.2 The Supplier shall invoice the Customer for the Net Selling Price following delivery of one or more Orders and all related Expenses (but less any Credits due to the Customer). 7.3 Unless otherwise agreed in writing between the parties, the Customer shall pay to the Supplier the total amount of each Invoice in USD ($) by electronic transfer to the Supplier’s nominated bank account within 30 days after the date of the relevant Invoice, notwithstanding that delivery may not havetaken place and that property in the Products has not passed to the Customer. The Charges represent time for payment shall be of the rate paid essence and no payment shall be deemed to have been made until the Freelancer as accrued from time to time Supplier has received payment in accordance with this Agreement, plus commission charged by the Agentcleared funds. 5.3 The Client acknowledges that the Agent retains the right 7.4 All amounts of money referred to review and vary the Charges at any time by giving written notice to the Client. 5.4 The Charges are in this Agreement shall be interpreted as being amounts exclusive of value added tax, any similar sales tax and all other applicable or any tax that replaces such sales taxes, duties and levies which will be charged and invoiced . Any such tax payable in relation to the Client in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges amounts shall be paid upon receipt of in addition to those amounts. If the Agent’s invoice. Invoices Customer is required under any applicable law to withhold or deduct any amount from the payments due to the Supplier, the Customer shall increase the sum it pays to the Supplier by the amount necessary to leave the Supplier with an amount equal to the sum it would have received if no such withholdings or deductions had been made. 7.5 If the Customer does not make payment on or before the date on which it is due, interest shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set off. 5.7 Any Contract Services which the Freelancer may be required to perform which are not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) payable on the overdue amount at an annual the rate of 8which is 4% above the prevailing base lending rate of the Bank of England, which interest will accrue on a daily basis England base rate from time to time. Interest shall be payable at this rate both before and after any judgment is made against the Customer until the date on which payment becomes due until the Agent has in cleared funds is received full payment of the amount due together with in full, including all accrued interest; and. 5.8.2 7.6 The Agent Customer shall on giving notice make all payments due under this Agreement without any deduction by way of set-off, counterclaim, discount or otherwise unless the Customer has a valid court order from a court in England and Wales requiring an amount equal to or more than such deduction to be paid to the Client Supplier by the Customer, or unless such rights relied on cannot be entitled to suspend excluded by the supply law of England and Wales or the insolvency laws of the Agency Services and also jurisdiction in which the provision by Customer is resident. All amounts due to the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to Supplier under this Agreement until all amounts outstanding have been paid in fullshall become due immediately if this Agreement is terminated or novated despite any other provision. 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 In consideration of The price stated in the Agent providing purchase order shall be binding. Unless otherwise agreed in writing, all prices shall be “free works”, duty paid (DDP, as defined by Incoterms® 2010), including packaging. All prices stated are net prices; statutory value-added tax shall be stated separately in the Agency Servicesinvoice, at the Client agrees to pay rate applicable at the Charges, subject always to time the provisions of clause 14invoice is issued. 5.2 The Charges supplier’s invoices must state the purchase order references (number and date of the purchase order, quantity and price), the number of each single item (lot), and the number of the delivery note. Otherwise, the invoices cannot be processed and, therefore, will be deemed not received. Copies of invoices shall be calculated in accordance with the Specification. The Charges represent the rate paid to the Freelancer marked as accrued from time to time in accordance with this Agreement, plus commission charged by the Agentduplicates. 5.3 The Client acknowledges Payment shall be made upon ZWISSTEX GERMANY taking delivery of the Delivery Items and receipt of the invoice within thirty (30) days with a 4% discount, within sixty (60) days with a 3% discount or within ninety (90) days net. Payment will be made subject to review of the invoice. If a shipment is defective, ZWISSTEX GERMANY may withhold payment in whole or in part until the supplier has properly performed its obligations, without ZWISSTEX GERMANY forfeiting its right to rebates, discounts or similar price reductions. To the extent that the Agent retains supplier is obliged to provide materials tests, inspection reports, quality documents or other documents, the right to review and vary receipt of these documents shall be a further prerequisite for the Charges at any acceptance of the Delivery Items. The time by giving written notice to allowed for payment shall not commence until all defects have been fully remedied. If Delivery Items are delivered early, the Clientpayment periods shall not commence before the agreed delivery date. 5.4 The Charges Ownership of the Delivery Items shall be transferred to ZWISSTEX GERMANY free of any encumbrances when the Delivery Items are exclusive of value added tax and all other applicable taxespaid for, duties and levies which will at the latest. All payments shall be charged and invoiced made to the Client in additionsupplier only. Extended or prolonged retention-of-title clauses shall not be permitted. 5.5 The Charges supplier shall have no right to set its own claims off nor to exercise a right of retention against claims of ZWISSTEX GERMANY unless the supplier’s claims have been established in a judgment that cannot be appealed against or are undisputed. Beyond that the supplier may only be payable under any Order assert a right of retention if its own claims and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision claims of the Contract Services to which such Order relates. 5.6 Charges shall be paid upon receipt of the Agent’s invoice. Invoices shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of ZWISSTEX GERMANY are based on the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set offcontract. 5.7 Any Contract Services which the Freelancer may be required to perform which are not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) on the overdue amount at an annual rate of 8% above the prevailing base lending rate of the Bank of England, which interest will accrue on a daily basis from the date payment becomes due until the Agent has received full payment of the amount due together with all accrued interest; and 5.8.2 The Agent shall on giving notice to the Client be entitled to suspend the supply of the Agency Services and also the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in full. 5.9 There are no refunds payable in respect of the Charges.

Prices and Payment. 5.1 In consideration 7.1 The prices of the Agent providing Products are the Agency Servicesprices set out in ST’s published price list in force at the date of ST’s order confirmation. The prices for the Products exclude costs for delivery, taxes and custom charges and any such costs shall exclusively be borne by the Client agrees to pay the Charges, subject always to the provisions of clause 14Purchaser. 5.2 The Charges 7.2 Unless otherwise agreed in writing, payment shall be calculated made in accordance advance against invoice from ST with the Specificationpayment terms 15 days. The Charges represent the rate paid to the Freelancer as accrued from time to time in accordance with this Agreement, plus commission charged by the Agent. 5.3 The Client acknowledges that the Agent retains the right to review and vary the Charges at any time by giving written notice to the Client. 5.4 The Charges are exclusive of value added tax and all other applicable taxes, duties and levies which will be charged and invoiced to the Client in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges All amounts due shall be paid upon receipt in the currency found on the invoice. If payment is made by wire or other electronic funds transfer, Purchaser is solely responsible for any bank or other fees charged and will reimburse ST for any such fee. In case of late payment, ST will charge a penalty interest rate of two (2) percent per month and ST is entitled to retain a third-party debt collector. The Purchaser shall be liable to refund ST for any fees incurred by ST for such third-party debt collector. ST shall be entitled to allocate payments from the Purchaser to the oldest outstanding invoice. ST shall have no obligation to deliver any Products to the Purchaser as long as any payments by Purchaser to ST is overdue. 7.3 In case of late payment of an order by more than ten (10) days, ST shall be entitled to cancel such order and to sell the Products to a third party or otherwise dispose of the Agent’s invoiceProducts. Invoices Purchaser shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject to discounts, reductions or rebates of any kind, including but not limited to any counterclaim or set off. 5.7 Any Contract Services which the Freelancer may be required to perform which are not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will nevertheless be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) on the overdue full amount at an annual rate of 8% above the prevailing base lending rate of the Bank net value of England, which interest will accrue on a daily basis from the date payment becomes due until the Agent has received full payment of the amount due together with all accrued interest; andsuch order. 5.8.2 The Agent 7.4 ST shall on giving notice to the Client always be entitled to suspend the supply of the Agency Services and also the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to terminate this Agreement until all amounts outstanding have been paid due to late payments in fullaccordance with section 13. 5.9 There 7.5 All prices and other amounts payable to ST are no refunds exclusive of and are payable in respect without deduction for any taxes, customs duties, tariffs or charges hereafter claimed or imposed by any governmental authority upon the sale of Product, all of which shall be paid by Purchaser. In the Chargesevent ST is required by law or regulation to pay any such tax, duty or charge, such amount will be added to the purchase price or subsequently invoiced to the Purchaser. In the event Purchaser is required by law or regulation to deduct any such tax, duty, tariff or charge the Purchaser shall gross up any payment to ST.

Prices and Payment. 5.1 In consideration COST REDUCTION Prices for Products shall be as set forth on Exhibit B. Buyer shall pay *** for all Products ordered and all parts and materials ordered prior to order entry or provide Supplier with an *** in the amount of the Agent providing purchase price, in the Agency Servicesform attached hereto as Exhibit G with such other terms and conditions as Supplier may require prior to order entry. With respect to payments due from Buyer to Supplier hereunder, if full payment is not made by Buyer by the Client agrees due date then Buyer shall be liable to pay Supplier for the Chargeslesser of interest at the rate of 1 1/2% per month or the maximum interest allowed by law on all unpaid invoices. Such interest shall be computed on the unpaid balance for each day payment is not received after the date on which payment was originally due. Payment terms to Buyer are subject to Supplier's credit policy. Supplier's rights reserved under its credit policy include, subject always but are not limited to the provisions following: the right to modify payments for habitual late payment, including the right to require cash on delivery, cash in advance with order entry or an irrevocable letter of clause 14. 5.2 The Charges shall credit prior to order entry; the right to put any shipment on hold if outstanding receivables are more than *** days past due; and the right to hold both shipments and/or manufacturing if in Supplier's opinion there has been a serious decline in the financial condition of Buyer, or Buyer has failed to make any payment for more than *** days from the date of Supplier's invoice. Production schedules may be calculated in accordance with set back *** weeks or more at Supplier's option, depending upon shop work load at the Specificationtime, from the date of release following a manufacturing hold on Buyer's Products. The Charges represent the rate paid to the Freelancer as accrued At any time and from time to time during the term of this Agreement upon Supplier's request, Buyer shall provide Supplier with Buyer's financial statements. Supplier shall notify Buyer in accordance with this Agreementwriting in the event Supplier, plus commission charged by the Agent. 5.3 The Client acknowledges that the Agent retains the right to review and vary the Charges at any time by giving written notice to the Client. 5.4 The Charges are exclusive of value added tax and all other applicable taxes, duties and levies which will be charged and invoiced to the Client in addition. 5.5 The Charges shall only be payable under any Order if and when a Candidate which has been referred by the Agent to the Client is engaged by the Client as a Freelancer and commences the provision of the Contract Services to which such Order relates. 5.6 Charges shall be paid upon receipt of the Agent’s invoice. Invoices shall be raised when the Freelancer has completed an Assignment with the Client, unless such Assignment lasts for longer than one week, or the Agent supplies a number of Freelancers to the Client at any time in respect of the same Assignment, in which case the Agent shall raise an invoice in accordance with the Specification during the relevant Assignment. Invoices are not subject term hereof, elects to discounts, reductions or rebates exercise any of any kind, including but not limited to any counterclaim or set offits aforesaid rights reserved under its credit policy. 5.7 Any Contract Services which the Freelancer may be required to perform which are not expressly identified under the Specification shall be the subject of an additional or revised charge which shall be notified by the Agent to the Client in advance. 5.8 If the Client is overdue with any payment owing under this Agreement then, without prejudice to any other right or remedy available to the Agent:- 5.8.1 the Client will be liable to pay statutory compensation for debt recovery costs and interest (before and after judgment) on the overdue amount at an annual rate of 8% above the prevailing base lending rate of the Bank of England, which interest will accrue on a daily basis from the date payment becomes due until the Agent has received full payment of the amount due together with all accrued interest; and 5.8.2 The Agent shall on giving notice to the Client be entitled to suspend the supply of the Agency Services and also the provision by the Freelancer of any Contract Services pursuant to any Order placed by the Client pursuant to this Agreement until all amounts outstanding have been paid in full. 5.9 There are no refunds payable in respect of the Charges.