/Docs/G/Agt-MasterService-CmA/Sec/Comp/0.md
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Ti = Compensation and Payment Terms
xlist =
  1. {PerSchedule.sec}
  2. {Currency.sec}
  3. {Taxes.sec}
  4. {Due.sec}
  5. {EarlyDiscount.sec}
  6. {Invoices.sec}
  7. {NoExtraCharges.sec}
  8. {MFN.sec}
  9. {EndOfTerm.sec}
  10. {Unlawful.sec}
  11. {SetOff.sec}
  12. {Audit.sec}
Note = If: {_Supplier} is based in France, {_Services} are to be performed in France or {_this_Agreement} is governed by French law, please contact the {P1.Handle} Energy Sourcing Finance Manager prior to utilizing the payment terms language set forth below in Section {4.4}.
PerSchedule.sec = {_Supplier} shall be paid on a time and materials basis according to the Fee Schedule attached hereto as {Agt.Exh.A} or as provided in any applicable PO or SOW with expenses reimbursed in accordance with the {P1.Handle} Travel Policy attached hereto as {Agt.Exh.E}. The foregoing will be the entire compensation to be paid to {_Supplier} and will be in full discharge of any and all liability in contract or otherwise with respect to all {_Services} rendered by the {_Supplier} and {_Supplier_Personnel}.
Currency.sec = All fees will be paid in U.S. Dollars and delivered to {_Supplier}'s principal place of business specified in the first paragraph of {_this_Agreement}. {_Supplier} warrants that it is authorized to receive payment in the currency stated in {_this_Agreement} or any applicable {_PO} or {_SOW}.
Taxes.sec = {_Supplier}'s price for the {_Services} includes all sovereign, state and local sales, use, excise, privilege, payroll and/or occupational taxes, any value added tax that is not recoverable by {_Company} and any other taxes, fees, and/or duties applicable to the goods and/or {_Services} purchased under this Order. If {_Supplier} is obligated by law to charge any value added and/or similar tax to {_Company}, {_Supplier} shall ensure that if such value-added and/or similar tax is applicable, that it is invoiced to {_Company} in accordance with applicable rules so as to allow {_Company} to reclaim such value-added and/or similar tax from the appropriate government authority. Neither party is responsible for taxes on the other party's income or the income of the other party's personnel or subcontractors. If {_Company} is required by government regulation to withhold taxes for which {_Supplier} is responsible, {_Company} will deduct such withholding tax from payment to {_Supplier} and provide to {_Supplier} a valid tax receipt in {_Supplier}'s name. If {_Supplier} is exempt from such withholding taxes as a result of a tax treaty or other regime, {_Supplier} shall provide to {_Company} a valid tax treaty residency certificate or other tax exemption certificate at a minimum of thirty (30) days prior to payment being due.
Due.sec = All payment terms under {_this_Agreement} are net due {Payment.DueAfter.Days} from the Payment Start Date. The Payment Start Date is the later of the required date identified on the applicable PO, the received date of the {_Services} in {_Company}'s receiving system or the date of receipt of valid invoice by {_Company}. The received date of the {_Services} in {_Company}'s receiving system will occur within forty eight (48) hours of {_Company} receiving confirmation that the {_Services} have been provided in accordance with the applicable {_PO} or {_SOW}.
EarlyDiscount.0.sec = {_Company} shall be entitled to take an early payment discount of {EarlyPaymentDiscount.%} of the gross invoice price ("{_Daily_Discount_Rate}") for each day before {Payment.DueAfter.Days} from the Payment Start Date that payment is made. For example, a discount of {EarlyPaymentDiscount.Example.1.%} would correspond to payment made {EarlyPaymentDiscount.Example.1.Days} early and a discount of {EarlyPaymentDiscount.Example.2.%} would correspond to payment made {EarlyPaymentDiscount.Example.2.Days} early. The {_Daily_Discount_Rate} has been calculated based on a {_Prime_Rate} (defined below) of {Base.Prime.Rate.%} ("{_Base_Prime_Rate}"). If the {_Prime_Rate} in effect on the last business day of any month exceeds the {_Base_Prime_Rate}, the Daily Discount rate will be adjusted on such date by 0.0007% for every twenty five (25) basis points that the {_Prime_Rate} in effect on such date exceeds the {_Base_Prime_Rate}; provided, however, that if the {_Prime_Rate} ever falls below the {_Base_Prime_Rate}, then the Daily Base Discount Rate will remain {EarlyPaymentDiscount.%}. If the Daily Base Discount Rate is adjusted on the last business day of the month as set forth above, then such adjusted Daily Base Discount Rate will be applicable to all invoices posted for payment during the following month. For purposes of this Section, "{_Prime_Rate}" shall be the {_Prime_Rate} as published in the "Money Rates" section of The Wall Street Journal (or, in the event that such rate is not so published, as published in another nationally recognized publication) on the last business day of each month. For example, if the {_Prime_Rate} exceeds the {_Base_Prime_Rate} by 0.25%, on the last day of the month, the Daily Base Discount Rate for the following month will increase by 0.0007%. Thus, a discount of {EarlyPaymentDiscount.Example.3.%} would correspond to payment made ten (10) days early (i.e., one hundred and ten (110) days from the Payment Start Date). If the date Buyer uses to calculate the early payment discount falls on a weekend or a holiday, payment to Seller will be made on the next business day with the full discount taken as if the payment had been made to Seller on such weekend or holiday date. Notwithstanding anything to the contrary in this Order, if Buyer elects to take the early payment discount to settle an invoice, Seller acknowledges and confirms that:
EarlyDiscount.1.sec = title to the goods and services shall pass directly to {P1.FinanceWing.N,E,A} ("{P1.FinanceWing.Handle}") in accordance with the terms of this Order;
EarlyDiscount.2.sec = once title to the goods and services has passed to {P1.FinanceWing.Handle}, {P1.FinanceWing.Handle} shall immediately and directly transfer such title to Buyer; and
EarlyDiscount.3.sec = any and all of the obligations, including representations and warranties Seller has provided with respect to the goods and services, shall be retained by Buyer, and Buyer may rely upon the same.
EarlyDiscount. = [G/Z/ol/s3]
Invoices.sec = {_Supplier}'s invoice shall in all cases bear {_Company}'s PO number and shall be issued no later than {Payment.DueAfter.Days} after completion of the {_Services}. {_Company} shall be entitled to reject {_Supplier}'s invoice if it fails to include the {_Company} PO number, is issued after the date set forth above or is otherwise inaccurate, and any resulting delay in payment shall be {_Supplier}'s responsibility.
NoExtraCharges.sec = No extra charges of any kind will be allowed unless specifically agreed in writing by {_Company}.
MFN.sec = {_Supplier} warrants the pricing for any goods or services shall not exceed the pricing for the same or, comparable goods or services offered by {_Supplier} to third parties. {_Supplier} shall promptly inform {_Company} of any lower pricing levels for same or comparable goods or services, and the parties shall promptly make the appropriate price adjustment.
EndOfTerm.sec = Upon termination as provided below, all fees shall be payable on a pro rated daily basis up to the date of termination and no installments shall be payable thereafter.
Unlawful.sec = When any applicable governmental law, rule or regulation makes any payment prohibited or improper or requires the payment of a reduced fee, the portion of the fee so affected shall not be paid or if paid shall be refunded to {_Company}.
SetOff.sec = {_Company} shall be entitled at all times to set off any amount owing at any time from {_Supplier} to {_Company} or its Affiliates in connection with this or any other agreement between {_Supplier} and {_Company} or its Affiliates.
Audit. = [G/Agt-MasterService-CmA/Sec/Comp/Audit/0.md]
= [G/Z/ol/Base]