Common use of Pricing and Payments Clause in Contracts

Pricing and Payments. Unless Company has been approved for credit terms by UOP, payment for all orders will be made at the time of order placement. In the event Company has been approved for credit terms, payment for that order will be due no later than thirty (30) calendar days from the date of the invoice, unless a shorter time period is specified on the invoice or otherwise communicated to Company in writing. UOP will determine in its sole discretion if Company qualifies for credit terms. If credit terms are granted, UOP may change Company’s credit terms at any time in its sole discretion and may, without notice to Company, modify or withdraw credit terms for any order, including open orders. UOP may, at its sole discretion require additional security (e.g., bank guarantee, standby letter of credit, corporate guarantee, etc.) for a Company with no established credit terms and will be determined by UOP on a case-by-case basis. Partial shipments will be invoiced as they are shipped. UOP is not required to provide a hard copy of the invoice and may submit invoices electronically. Payments must be made in US Dollars accompanied by remittance detail containing at a minimum the Company’s order number, UOP’s invoice number and amount paid per invoice. Company agrees to pay a service fee in the amount of $500 for each occurrence for its failure to include the remittance detail and minimum information described above. Payments must be in accordance with the “Remit To” field on each invoice. If Company makes any unapplied payment and fails to reply to ▇▇▇’s request for instruction on allocation within seven (7) calendar days, UOP may set off such unapplied cash amount against any Company past-due invoice(s) at its sole discretion. An unapplied payment shall mean payment(s) received from Company without adequate remittance detail to determine what invoice the payment(s) shall be applied to. Disputes as to invoices must be accompanied by detailed supporting information and are deemed waived fifteen (15) calendar days following the invoice date. UOP reserves the right to correct any inaccurate invoices. Any corrected invoice or invalid dispute must be paid by the original invoice payment due date or the issuance date of the corrected invoice, whichever is later. Company must pay the undisputed amount of the invoice within the original invoice payment due date. If Company is delinquent in its payment obligations to UOP for any undisputed amount, UOP may, at UOP’s sole option and until all delinquent amounts and late charges, if any, are paid: a. be relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and lead-times; b. refuse to process any credit to which Company may be entitled; c. set off any credit or sum owed by UOP to Company against any undisputed amount owed by Company to UOP including but not limited to amounts owed under any contract or order between the parties; d. withhold performance, including, without limitation, suspending all work, the prior grant of any license rights and future shipments to Company; e. declare Company’s performance in breach and terminate any order; f. repossess products, reports, technical information or any other items delivered pursuant to this Agreement for which payment has not been made; g. deliver future shipments on a cash-with-order or cash-in-advance basis; h. assess late charges on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof; i. charge storage or inventory carrying fees on products, parts, or raw material; j. recover all costs of collection including, without limitation, reasonable attorneys’ fees; k. if Company is delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; l. require Company provide UOP, a payment improvement plan on terms and conditions satisfactory to UOP, as signed and assured by Company’s senior finance officer that may include, but not limit to additional security (e.g., bank guarantee, standby letter of credit, corporate guarantee, etc.); or m. combine any of the above rights and remedies as may be permitted by applicable law. UOP may, from time to time and in its sole discretion, issue surcharges under this Agreement in order to mitigate and/or recover increased operating costs arising from or related to, without limitation: (a) foreign currency exchange variation; (b) increased cost of third-party content, labor and materials; (c) impact of duties, tariffs, and other government actions; and (d) any other circumstances that increase UOP’s costs, including, without limitation, increases in freight, labor, material or component costs, and increased costs due to inflation (collectively, “Economic Surcharges”). UOP will invoice Company, through a revised or separate invoice, and Company agrees to pay for the Economic Surcharges pursuant to the standard payment terms in this Agreement. If a dispute arises with respect to Economic Surcharges, and that dispute remains open for more than fifteen (15) calendar days, UOP may, in its sole discretion, withhold performance and future shipments or combine any other rights and remedies as may be provided under this Agreement or permitted by law until the dispute is resolved. The terms of this section shall prevail in the event of inconsistency with any other terms in this Agreement. Any Economic Surcharges, as well as the timing, effectiveness, and method of determination thereof, will be separate from and in addition to any changes to pricing that are affected by any other provisions in this Agreement.

Pricing and Payments. Unless Company has been approved 3.1. The rates and charges applicable to the Services are outlined in the applicable Haivision Service Agreement(s) and incorporated by reference herein. 3.2. Base recurring charges shall generally be invoiced on or about the first of the month for credit terms by UOP, payment the subsequent month's services. Usage charges in excess of the base recurring charges shall be invoiced in arrears. Any other charges or fees shall be payable as set forth in the applicable Haivision Service Agreement. Services provided for all orders a partial month will be made at the time of order placementinvoiced on a pro-rata basis. In the event Company has been approved for credit terms, payment for that order will All invoices shall be due no later than and payable in United States Dollars within thirty (30) calendar days from of the date of the invoiceinvoice without set-off or demand ("Due Date"). Customer shall pay all amounts by check, unless a shorter time period credit card or wire transfer. The unpaid and undisputed portion of any invoice not paid by the Due Date will be subject to an interest rate equal to 1.5% per month. Customer shall be deemed to be in material default hereunder if payment is specified on not received within thirty (30) days of the invoice Due Date and all amounts invoiced or otherwise communicated earned but not yet invoiced by Haivision shall be deemed "past due". In addition to Company any other remedy available at law or in writing. UOP will determine equity, if all undisputed past due balances are not paid in its sole discretion if Company qualifies for credit termsfull within thirty (30) days of the Due Date, Haivision reserves the right to immediately suspend Services. If credit terms are grantedHaivision elects to suspend Services, UOP may change Company’s credit terms at any time in its sole discretion no Service interruption shall be deemed to occur and mayHaivision shall have no responsibility to or liability for Services during such period of suspension. 3.3. Reasonable, without notice to Company, modify or withdraw credit terms documented travel costs for any orderHaivision personnel, including open orders. UOP mayactual costs of airfare, at its sole discretion require additional security (e.g.hotel expenses, bank guaranteemeals, standby letter and local transportation expenses incurred by Haivision personnel solely in connection with the performance of creditHaivision' obligations on Your premises, corporate guarantee, etc.) for a Company with no established credit terms and will be determined by UOP or on a case-by-case basislocation designated by You, shall be reimbursed by You. 3.4. Partial shipments will be If You have a bona fide dispute with respect to invoiced as they are shipped. UOP is not required to provide a hard copy amounts, You must notify Haivision of the invoice and may submit invoices electronically. Payments must be made in US Dollars accompanied by remittance detail containing at a minimum the Company’s order number, UOP’s invoice number and amount paid per invoice. Company agrees to pay a service fee in the amount of $500 for each occurrence for its failure to include the remittance detail and minimum information described above. Payments must be in accordance with the “Remit To” field on each invoice. If Company makes any unapplied payment and fails to reply to ▇▇▇’s request for instruction on allocation dispute within seven (7) calendar days, UOP may set off such unapplied cash amount against any Company past-due invoice(s) at its sole discretion. An unapplied payment shall mean payment(s) received from Company without adequate remittance detail to determine what invoice the payment(s) shall be applied to. Disputes as to invoices must be accompanied by detailed supporting information and are deemed waived fifteen (15) calendar days following the invoice date. UOP reserves the right to correct any inaccurate invoices. Any corrected invoice or invalid dispute must be paid by the original invoice payment due date or the issuance date of the corrected invoice, whichever is later. Company must pay the undisputed amount of the invoice within date at the original notice address. You may withhold payment of the disputed charge(s), provided that: (i) You pay all undisputed amounts when due; (ii) You identify the specific charge(s) in dispute and provide a reasonably detailed written explanation of the basis for the dispute; and (iii) You reasonably cooperate with Haivision in investigating and resolving the dispute. You waive any dispute regarding any amounts set forth on a given invoice payment if You do not timely notify Haivision in accordance with this Section. 3.5. Your obligation to pay any fees or amounts due date. If Company is delinquent in its payment obligations under this Agreement shall not be subject to UOP for any undisputed amountrights of set-off, UOP maycounterclaim, at UOP’s sole option and until all delinquent amounts and late chargesdeduction, if any, are paid: a. be relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and lead-times; b. refuse to process any credit to defense or other right which Company You may be entitled; c. set off any credit or sum owed by UOP to Company have against any undisputed amount owed by Company to UOP including but not limited to amounts owed under any contract or order between the parties; d. withhold performance, including, without limitation, suspending all work, the prior grant of any license rights and future shipments to Company; e. declare Company’s performance in breach and terminate any order; f. repossess products, reports, technical information Haivision or any other items delivered pursuant to this Agreement for which payment has not been made;party. g. deliver future shipments on a cash3.6. All fees paid are non-with-order or cash-in-advance basis; h. assess late charges on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof; i. charge storage or inventory carrying fees on products, parts, or raw material; j. recover all costs of collection including, without limitation, reasonable attorneys’ fees; k. if Company is delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; l. require Company provide UOP, a payment improvement plan on terms and conditions satisfactory to UOP, as signed and assured by Company’s senior finance officer that may include, but not limit to additional security (e.g., bank guarantee, standby letter of credit, corporate guarantee, etcrefundable.); or m. combine any of the above rights and remedies as may be permitted by applicable law. UOP may, from time to time and in its sole discretion, issue surcharges under this Agreement in order to mitigate and/or recover increased operating costs arising from or related to, without limitation: (a) foreign currency exchange variation; (b) increased cost of third-party content, labor and materials; (c) impact of duties, tariffs, and other government actions; and (d) any other circumstances that increase UOP’s costs, including, without limitation, increases in freight, labor, material or component costs, and increased costs due to inflation (collectively, “Economic Surcharges”). UOP will invoice Company, through a revised or separate invoice, and Company agrees to pay for the Economic Surcharges pursuant to the standard payment terms in this Agreement. If a dispute arises with respect to Economic Surcharges, and that dispute remains open for more than fifteen (15) calendar days, UOP may, in its sole discretion, withhold performance and future shipments or combine any other rights and remedies as may be provided under this Agreement or permitted by law until the dispute is resolved. The terms of this section shall prevail in the event of inconsistency with any other terms in this Agreement. Any Economic Surcharges, as well as the timing, effectiveness, and method of determination thereof, will be separate from and in addition to any changes to pricing that are affected by any other provisions in this Agreement.

Pricing and Payments. Unless Company has been approved for credit terms by UOP, payment for all orders will be made at the time of order placement. In the event Company has been approved for credit terms, payment for that order will be due no later than thirty (30) calendar days from the date of the invoice, unless a shorter time period is specified on the invoice or otherwise communicated to Company in writing. UOP will determine in its sole discretion if Company qualifies for credit terms. If credit terms are granted, UOP may change Company’s credit terms at any time in its sole discretion and may, without notice to Company, modify or withdraw credit terms for any order, including open orders. UOP may, at its sole discretion require additional security (e.g., bank guarantee, standby letter of credit, corporate guarantee, etc.) for a Company with no established credit terms and will be determined by UOP ▇▇▇ on a case-by-case basis. Partial shipments will be invoiced as they are shipped. UOP is not required to provide a hard copy of the invoice and may submit invoices electronically. Payments must be made in US Dollars accompanied by remittance detail containing at a minimum the Company’s order number, UOP’s invoice number and amount paid per invoice. Company agrees to pay a service fee in the amount of $500 for each occurrence for its failure to include the remittance detail and minimum information described above. Payments must be in accordance with the “Remit To” field on each invoice. If Company makes any unapplied payment and fails to reply to ▇▇▇’s request for instruction on allocation within seven (7) calendar days, UOP may set off such unapplied cash amount against any Company past-due invoice(s) at its sole discretion. An unapplied payment shall mean payment(s) received from Company without adequate remittance detail to determine what invoice the payment(s) shall be applied to. Disputes as to invoices must be accompanied by detailed supporting information and are deemed waived fifteen (15) calendar days following the invoice date. UOP reserves the right to correct any inaccurate invoices. Any corrected invoice or invalid dispute must be paid by the original invoice payment due date or the issuance date of the corrected invoice, whichever is later. Company must pay the undisputed amount of the invoice within the original invoice payment due date. If Company is delinquent in its payment obligations to UOP for any undisputed amount, UOP may, at UOP’s sole option and until all delinquent amounts and late charges, if any, are paid: a. be relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and lead-times; b. refuse to process any credit to which Company may be entitled; c. set off any credit or sum owed by UOP to Company against any undisputed amount owed by Company to UOP including but not limited to amounts owed under any contract or order between the partiesParties; d. withhold performance, including, without limitation, suspending all work, the prior grant of any license rights and future shipments to Company; e. declare Company’s performance in breach and terminate any order; f. repossess products, reports, technical information or any other items delivered pursuant to this Agreement for which payment has not been made; g. deliver future shipments on a cash-with-order or cash-in-advance basis; h. assess late charges on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof; i. charge storage or inventory carrying fees on products, parts, or raw material; j. recover all costs of collection including, without limitation, reasonable attorneys’ fees; k. if Company is delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; l. require Company provide UOP, a payment improvement plan on terms and conditions satisfactory to UOP, as signed and assured by Company’s senior finance officer that may include, but not limit to additional security (e.g., bank guarantee, standby letter of credit, corporate guarantee, etc.); or m. combine any of the above rights and remedies as may be permitted by applicable law. UOP may, from time to time and in its sole discretion, issue surcharges under this Agreement in order to mitigate and/or recover increased operating costs arising from or related to, without limitation: (a) foreign currency exchange variation; (b) increased cost of third-party content, labor and materials; (c) impact of duties, tariffs, and other government actions; and (d) any other circumstances that increase UOP’s costs, including, without limitation, increases in freight, labor, material or component costs, and increased costs due to inflation (collectively, “Economic Surcharges”). UOP will invoice Company, through a revised or separate invoice, and Company agrees to pay for the Economic Surcharges pursuant to the standard payment terms in this Agreement. If a dispute arises with respect to Economic Surcharges, and that dispute remains open for more than fifteen (15) calendar days, UOP may, in its sole discretion, withhold performance and future shipments or combine any other rights and remedies as may be provided under this Agreement or permitted by law until the dispute is resolved. The terms of this section shall prevail in the event of inconsistency with any other terms in this Agreement. Any Economic Surcharges, as well as the timing, effectiveness, and method of determination thereof, will be separate from and in addition to any changes to pricing that are affected by any other provisions in this Agreement.

Pricing and Payments. Unless Company has been approved for credit terms by UOP, payment for all orders will The Price and any other charges arising under this Agreement shall be payable as set out herein or in the Schedule. Payment shall be made at the time strictly in accordance therewith. The Price does not cover any Annual License Fee for use of order placement. In the event Company has been approved Software or applicable Third Party Software, which sum which is instead paid for credit terms, payment for that order will be due no later than thirty (30) calendar days from the date as part of the invoiceSupport Services. Any services provided or requested, unless a shorter time period is specified on whether in writing or verbally, that fall outside the invoice or otherwise communicated to Company in writing. UOP will determine in its sole discretion if Company qualifies for credit terms. If credit terms are granted, UOP may change Company’s credit terms at any time in its sole discretion and may, without notice to Company, modify or withdraw credit terms for any order, including open orders. UOP may, at its sole discretion require additional security (e.g., bank guarantee, standby letter of credit, corporate guarantee, etc.) for a Company with no established credit terms and will be determined by UOP on a case-by-case basis. Partial shipments will be invoiced as they are shipped. UOP is not required to provide a hard copy scope of the invoice and may submit invoices electronically. Payments must Sales Order Form and/or any agreed Statement of Work shall be made in US Dollars accompanied by remittance detail containing chargeable at our standard rate of £175 per hour plus VAT, with a minimum the Company’s order number, UOP’s invoice number and amount paid per invoicecharge of one (1) hour. Company agrees to pay a service fee in the amount of $500 for each occurrence for its failure to include the remittance detail and minimum information described above. Payments must be in accordance with the “Remit To” field on each invoice. If Company makes any unapplied payment and fails to reply to ▇▇▇’s request for instruction on allocation within seven (7) calendar days, UOP may set off such unapplied cash amount against any Company past-due invoice(s) at its sole discretion. An unapplied payment shall mean payment(s) received from Company without adequate remittance detail to determine what invoice the payment(s) shall be applied to. Disputes as to invoices must be accompanied by detailed supporting information and are deemed waived fifteen (15) calendar days following the invoice date. UOP EPOS Direct reserves the right to correct any inaccurate invoicesraise invoices for all such additional services rendered. Any corrected invoice or invalid dispute Full payment must be paid by the original invoice payment due date or the issuance date made on acceptance of the corrected invoiceagreement, whichever is laterunless otherwise agreed in writing by EPOS DIRECT . Company must The Customer shall pay to EPOS DIRECT or Licensor the undisputed amount Support Fee and the Charges arising hereunder. Payment of the invoice within first year’s Support Fee shall be made on or before the original invoice Delivery Date or with EPOS DIRECT approval via monthly or quarterly direct debit. Thereafter EPOS DIRECT or Licensor shall be entitled to issue invoices or payment due dateschedules up to thirty days prior to the commencement of the next Anniversary Date. The Customer payments being on time is an express condition to having a activate license to use the software. If Company payment is delinquent in its payment obligations to UOP for any undisputed amountoverdue EPOS DIRECT reserves the right, UOP may, at UOP’s sole option and until all delinquent amounts and late charges, if any, are paid: a. be relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and lead-times; b. refuse to process any credit to which Company may be entitled; c. set off any credit or sum owed by UOP to Company against any undisputed amount owed by Company to UOP including but not limited to amounts owed under any contract or order between the parties; d. withhold performance, including, without limitation, suspending all work, the prior grant of any license rights and future shipments to Company; e. declare Company’s performance in breach and terminate any order; f. repossess products, reports, technical information or any other items delivered pursuant to this Agreement for which payment has not been made; g. deliver future shipments on a cash-with-order or cash-in-advance basis; h. assess late charges on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof; i. charge storage or inventory carrying fees on products, parts, or raw material; j. recover all costs of collection including, without limitation, reasonable attorneys’ fees; k. if Company is delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; l. require Company provide UOP, a payment improvement plan on terms and conditions satisfactory to UOP, as signed and assured by Company’s senior finance officer that may include, but not limit to additional security (e.g., bank guarantee, standby letter of credit, corporate guarantee, etc.); or m. combine any of the above rights and remedies as may be permitted by applicable law. UOP may, from time to time and in its sole discretion, issue surcharges under this Agreement in order to mitigate and/or recover increased operating costs arising from or related to, without limitation: (a) foreign currency exchange variation; (b) increased cost of third-party content, labor and materials; (c) impact of duties, tariffs, and other government actions; and (d) any other circumstances that increase UOP’s costs, including, without limitation, increases in freight, labor, material or component costs, and increased costs due to inflation (collectively, “Economic Surcharges”). UOP will invoice Company, through a revised or separate invoice, and Company agrees to pay for the Economic Surcharges pursuant to the standard payment terms in this Agreement. If a dispute arises with respect to Economic Surcharges, and that dispute remains open for more than fifteen (15) calendar days, UOP may, in its sole discretion, withhold performance and future shipments or combine any other rights and remedies as may be provided under this Agreement or permitted by law until the dispute is resolved. The terms of this section shall prevail in the event of inconsistency with any other terms in this Agreement. Any Economic Surcharges, as well as the timing, effectiveness, and method of determination thereof, will be separate from and in addition to any changes other rights it may have, to pricing suspend its contractual obligations under this Agreement until such payment is made. The Customer will bear the cost of all travelling time and expenses of EPOS DIRECT personnel attending Site(s) based on EPOS DIRECT rates prevailing at the time. The mileage rate shall be the average AA rate. Flights, rail fares and overnight accommodation will be re-charged net. Such costs will be additional to the Price and Support Fee unless expressly excluded. Training days booked subsequently cancelled by the Customer without a clear fourteen days notice period provided in writing to EPOS DIRECT will be charged for in full. Days are supplied on an “as consumed basis” with EPOS DIRECT making no commitment as to what can be achieved in the day, other than that are affected the EPOS DIRECT personnel supplied will have the requisite skills. EPOS DIRECT reserve the right to increase the Support Fee but only with effect from the first day or the next annual period of support. However, EPOS DIRECT will not increase the rate beyond that reached by applying 10% or using the Retail Price Index which so ever is the greater on the full product price of support from the Delivery Date (as amended for items added later) to the date in question, except that in the event that an item may become uneconomic to support on such basis or a site becomes the subject of an extraordinary level of support, EPOS DIRECT reserves the right at its option either to remove the item or site concerned from the supported list on the Schedule or to agree with the Customer, if possible, a mutually acceptable price. If any sum payable under this Agreement is in arrears then in addition to the without prejudice to any other provisions remedies which may be available, EPOS DIRECT reserves the right to charge interest at the rate of two and a half percent per month until paid. EPOS DIRECT shall use their reasonable endeavours to meet the timescales. The customer may not withhold payment of any amount due to EPOS DIRECT because of any delay or default on their part. Time shall not be of the essence in this Agreementrelation to EPOS DIRECT’s performance. If the Customer enters into lease with a 3rd Party whereby it is intended that title to any part of the items on the Schedule supplied shall pass to such 3rd party. If for any reason arrangements for financing the purchase of the items on the Schedule shall be frustrated the terms & conditions hereof shall remain in full force and effect as between the Customer and EPOS DIRECT.

Pricing and Payments. Unless Company has been approved The Price and any other charges arising under this Agreement shall be payable as set out herein or in the Schedule. Payment shall be made strictly in accordance therewith. The Price does not cover any Annual License Fee for credit terms use of Software or applicable Third Party Software, which sum which is instead paid for as part of the Support Services. Any services provided and or requested either written or verbally that is not included in the Sales Order form and/or a Statement of Work shall be charged at our Standard Rate of £100 per hour plus vat. EPOS DIRECT shall be entitled to raise invoices for additional services provided. Full payment must be made on acceptance of the agreement, unless otherwise agreed in writing by UOPEPOS DIRECT . The Customer shall pay to EPOS DIRECT or Licensor the Support Fee and the Charges arising hereunder. Payment of the first year’s Support Fee shall be made on or before the Delivery Date or with EPOS DIRECT approval via monthly or quarterly direct debit. Thereafter EPOS DIRECT or Licensor shall be entitled to issue invoices or payment schedules up to thirty days prior to the commencement of the next Anniversary Date. The Customer payments being on time is an express condition to having a activate license to use the software. If payment is overdue EPOS DIRECT reserves the right, in addition to any other rights it may have, to suspend its contractual obligations under this Agreement until such payment for is made. The Customer will bear the cost of all orders travelling time and expenses of EPOS DIRECT personnel attending Site(s) based on EPOS DIRECT rates prevailing at the time. The mileage rate shall be the average AA rate. Flights, rail fares and overnight accommodation will be made re-charged net. Such costs will be additional to the Price and Support Fee unless expressly excluded. Training days booked subsequently cancelled by the Customer without a clear fourteen days notice period provided in writing to EPOS DIRECT will be charged for in full. Days are supplied on an “as consumed basis” with EPOS DIRECT making no commitment as to what can be achieved in the day, other than that the EPOS DIRECT personnel supplied will have the requisite skills. EPOS DIRECT reserve the right to increase the Support Fee but only with effect from the first day or the next annual period of support. However, EPOS DIRECT will not increase the rate beyond that reached by applying 10% or using the Retail Price Index which so ever is the greater on the full product price of support from the Delivery Date (as amended for items added later) to the date in question, except that in the event that an item may become uneconomic to support on such basis or a site becomes the subject of an extraordinary level of support, EPOS DIRECT reserves the right at its option either to remove the item or site concerned from the supported list on the Schedule or to agree with the Customer, if possible, a mutually acceptable price. If any sum payable under this Agreement is in arrears then in addition to the without prejudice to any other remedies which may be available, EPOS DIRECT reserves the right to charge interest at the rate of two and a half percent per month until paid. EPOS DIRECT shall use their reasonable endeavours to meet the timescales. The customer may not withhold payment of any amount due to EPOS DIRECT because of any delay or default on their part. Time shall not be of the essence in relation to EPOS DIRECT’s performance. If the Customer enters into lease with a 3rd Party whereby it is intended that title to any part of the items on the Schedule supplied shall pass to such 3rd party. If for any reason arrangements for financing the purchase of the items on the Schedule shall be frustrated the terms & conditions hereof shall remain in full force and effect as between the Customer and EPOS DIRECT. Payment plans are subject to acceptance. Payment plans are payable by equal monthly instalments inclusive of vat and admin fee. First payment is due on order. Thereafter equal monthly payment are collected automatically through the debit / credit card provided by purchaser at the time of order placement. In the event Company has been approved for credit terms, payment for that order will be due no later than thirty (30) calendar days from the date of the invoice, unless a shorter time period is specified on the invoice or otherwise communicated to Company in writing. UOP will determine in its sole discretion if Company qualifies for credit terms. If credit terms are granted, UOP may change Company’s credit terms at any time in its sole discretion and may, without notice to Company, modify or withdraw credit terms for any order, including open orders. UOP may, at its sole discretion require additional security (e.g., bank guarantee, standby letter of credit, corporate guarantee, etc.) for a Company with no established credit terms and will be determined by UOP on a case-by-case basis. Partial shipments will be invoiced as they are shipped. UOP is not required to provide a hard copy of the invoice and may submit invoices electronically. Payments must be made in US Dollars accompanied by remittance detail containing at a minimum the Company’s order number, UOP’s invoice number and amount paid per invoice. Company agrees to pay a service fee in the amount of $500 for each occurrence for its failure to include the remittance detail and minimum information described above. Payments must be in accordance with the “Remit To” field on each invoice. If Company makes any unapplied payment and fails to reply to ▇▇▇’s request for instruction on allocation within seven (7) calendar days, UOP may set off such unapplied cash amount against any Company past-due invoice(s) at its sole discretion. An unapplied payment shall mean payment(s) received from Company without adequate remittance detail to determine what invoice the payment(s) shall be applied to. Disputes as to invoices must be accompanied by detailed supporting information and are deemed waived fifteen (15) calendar days following the invoice date. UOP reserves the right to correct any inaccurate invoicescheckout. Any corrected invoice or invalid dispute must be paid by the original invoice payment due date or the issuance date of the corrected invoiceunpaid instalments will incur £45.00 plus vat admin fee. After final payment, whichever is later. Company must pay the undisputed amount of the invoice within the original invoice payment due date. If Company is delinquent in its payment obligations to UOP for any undisputed amount, UOP may, at UOP’s sole option and until all delinquent amounts and late charges, if any, are paid: a. be relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and lead-times; b. refuse to process any credit to which Company may be entitled; c. set off any credit or sum owed by UOP to Company against any undisputed amount owed by Company to UOP including but not limited to amounts owed under any contract or order between the parties; d. withhold performance, including, without limitation, suspending all work, the prior grant of any license rights and future shipments to Company; e. declare Company’s performance in breach and terminate any order; f. repossess products, reports, technical information or any other items delivered pursuant to this Agreement for which payment has not been made; g. deliver future shipments on a cash-with-order or cash-in-advance basis; h. assess late charges on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof; i. charge storage or inventory carrying fees on products, parts, or raw material; j. recover all costs of collection including, without limitation, reasonable attorneys’ fees; k. if Company is delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; l. require Company provide UOP, a payment improvement plan on terms and conditions satisfactory to UOP, as signed and assured by Company’s senior finance officer that may include, but not limit to additional security (e.g., bank guarantee, standby letter of credit, corporate guarantee, etc.); or m. combine any of the above rights and remedies as may be permitted by applicable law. UOP may, from time to time and in its sole discretion, issue surcharges under this Agreement in order to mitigate and/or recover increased operating costs arising from or related to, without limitation: (a) foreign currency exchange variation; (b) increased cost of third-party content, labor and materials; (c) impact of duties, tariffs, and other government actions; and (d) any other circumstances that increase UOP’s costs, including, without limitation, increases in freight, labor, material or component costs, and increased costs due to inflation (collectively, “Economic Surcharges”). UOP will invoice Company, through a revised or separate invoice, and Company agrees to pay for the Economic Surcharges pursuant title to the standard payment terms in this Agreement. If goods will pass to the customer with a dispute arises with respect to Economic Surcharges, and that dispute remains open for more than fifteen (15) calendar days, UOP may, in its sole discretion, withhold performance and future shipments or combine any other rights and remedies as may be provided under this Agreement or permitted by law until the dispute is resolved. The terms of this section shall prevail in the event of inconsistency with any other terms in this Agreement. Any Economic Surcharges, as well as the timing, effectiveness, and method of determination thereof, will be separate from and in addition to any changes to pricing that are affected by any other provisions in this Agreementcertificate.