Price and Payment Terms 3.1 In consideration of the provision of the Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW.
3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in Provider’s proposal in response to the RFQ (the “Proposal”), which rates include all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable direct costs and expenses incurred for the benefit of the Trust in connection with the Services, without mark-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum.
3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider.
3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the applicable SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum.
3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following:
(a) All invoices must include the Standard Services Agreement number.
(b) All invoices must include Provider’s Federal Tax ID Number.
(c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. Invoices will be paid by the Trust thirty (30) days following receipt of the required invoice and all supporting documentation.
3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.
Purchase Price and Payment Terms The Purchase Price is the tender price presented by the Seller in its tender for the Below-the-threshold Public Contract. The Buyer is obliged to pay the price specified in Annex 2 (hereinafter the “Tender Price”) to the Seller for proper delivery of Goods specified in Annex 1. The Buyer is thus obliged to pay to the Seller for full delivery of the Goods a total of CZK (TO BE SPECIFIED BY THE TENDERER) (Czech crowns) excl. VAT. VAT at the applicable rate, as well as its invoicing, reporting and payment to the relevant tax administrator shall be governed by the applicable legislation on VAT. The Total Price is the maximum final price that may not be exceeded, with the exception of a change of the statutory VAT rate, and includes all the Seller’s costs related to the performance hereof, including, without limitation, the costs of provision of the Warranty Service (as specified in Article 9 hereof), including the costs of acquisition of spare parts, transport and work relating to the service, as well as the costs of transport and delivery of the Goods to the place of destination or any fees, customs duties and packaging and ancillary costs. The Total Price shall be paid by the Buyer on the basis of a tax receipt duly issued by the Seller and delivered to the Buyer (hereinafter the “Invoice”). The Seller may issue the Invoice after takeover of the Goods by the Buyer based on a takeover record. The Seller shall invoice VAT to the Buyer at the rate applicable on the date of the taxable supply and in accordance with the VAT regulations. The invoicing is conditional upon the existence of a Record on Handover, Installation and Takeover of the Goods (hereinafter the “Handover Record”), executed by both Parties to the Contract. The Buyer shall not provide any advance payments towards the price to the Seller. The invoice must contain a reference to this Contract (the number of this Contract) and also the requisites stipulated by the applicable legal regulations, including, in particular, value added tax. The invoice shall be issued to the Buyer’s address specified in the header hereof. A copy of the Handover Record for the Goods signed by the authorised persons of the Parties shall be attached to the Invoice. The Invoice shall be payable within 30 (thirty) calendar days of the date of its handover to the Buyer. The Buyer has the right to return the Invoice to the Seller before expiry of the maturity period without being considered in delay in its payment (i) if the Invoice contains incorrect data; (ii) if any of the requisites stipulated by the legislation or this Contract is missing; (iii) if a copy of the Handover Record confirmed by the authorised persons of the Parties is not attached to the Invoice. In that case, the existing maturity period shall no longer apply and a new period of 30 (thirty) calendar days shall commence on the date of delivery of a new Invoice to the Buyer. The price shall be paid in Czech crowns by wire transfer to the bank account of the other Party specified in the header hereof. The Seller agrees to include the bank account specified in the header hereof in the Invoice. The Parties agree that the date of payment of the Invoice means the date of debiting the invoiced amount from the Buyer’s account. To avoid any doubts, the Parties agree that if the invoiced amount is debited for the benefit of the Seller within 30 (thirty) calendar days of delivery of the Invoice to the Buyer but it is credited to the Seller’s bank account after the due date set out in the Invoice, the Buyer is not in delay. The Seller may not assign any receivables arising out of this Contract.
Price and Payment Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged. Subject to clause 4.4 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Where there is an end client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the end client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable Where the Supplier enters into a Sub-Contract, the Supplier shall: pay any valid invoice received from its subcontractor within 30 days following receipt of the relevant invoice payable under the Sub-Contract; and include in that Sub-Contract a provision requiring the counterparty to that Sub-Contract to include in any Sub-Contract which it awards provisions having the same effect as clause 4.6.1 of this Agreement.