【導(dǎo)讀】SUPPLYAGREEMENT. TABLEOFCONTENTS

　　

【正文】 yer or an Affiliate directly or indirectly through an authorised agent, licensee, distributor, integrator or broker of Supplier39。s shall be considered an order by Buyer from Supplier. 8. TECHNICAL SUPPORT Within one hundred and twenty (120) days of the Effective Date, the parties shall negotiate and enter into a Separate Technical Support Agreement, pursuant to which Supplier would provide technical support to Buyer regarding use of the Product. 9. PRICE8 The prices payable by Buyer for the Products are set out in Exhibit “D” to this Agreement and shall be exclusive of any taxes, packaging, insurance and delivery charges. At any time during the continuance in force of this Agreement, Supplier shall have the right to increase any of such prices by giving to Buyer not less than ?[ ] months? written notice. Any such increase shall apply to purchase orders for Products placed by Buyer subsequent to the date of expiry of such notice. Optional Clause: Price Caps Price Caps. Buyer will pay to Supplier (whether sold by Supplier or sold by a licensee, distributor, integrator, broker or any other third party authorized by Supplier) for Products based on the price list and pricing methodology set forth in Exhibit D. During the Term (but not extending through any renewal term), Supplier shall not increase the prices charged to Buyer for the Products by more than ? [three quarters (3/4s) of the increase in the ? [Consumer Price Index (CPI)] over the twelve month period prior to any such increase. As used herein, ?[CPI] means the ? for the applicable twelve (12) month period. The price for the Products sold during any renewal term is set forth in section . 8 If the parties fail to stipulate or do not explicitly stipulate the price in the contract, Article 61 of the Contract Law applies, namely, they may agree to supplement the contract. If they fail to reach a supplementary agreement, the price will be determined in accordance with the relevant terms of the contract or trading practice. If the price still cannot be determined on the basis of the said article, item (2) of Article 62 will apply, namely, “if the price or remuneration is not explicit, performance shall be in accordance with the market price prevailing in the place of performance at the time the contract was concluded. If the law requires that government set prices or government guideline prices be used, performance shall be in accordance with such requirements.” Volume Discounts9. During the term of this Agreement and any extensions thereof, Supplier shall provide Buyer with a volume discount on the Products ordered, and such discount shall be set equal as follows: (a) If during any one (1) calendar year period, Buyer places orders for the Products in an aggregate sum of between ?[Amount], Supplier shall reduce the price, retroactively or prospectively, as the case may be, of the Products ordered during the entire calendar year by ? [six percent (6%)]. (b) If during any one (1) calendar year period, Buyer places orders for the Products in an aggregate sum of more than ?[Amount], Supplier shall reduce the price, retroactively or prospectively, as the case may be, of the Products ordered during the entire calendar year by ? [eight and onehalf percent (%)]. (c) If during any one (1) calendar year period, Buyer places orders for the Products in an aggregate sum of more than ? [Amount], Supplier shall reduce the price, retroactively or prospectively, as the case may be, of the Products ordered during the entire calendar year by ? [ten percent (10%)]. (d) For the purpose of determining whether Buyer has placed sufficient orders to qualify for the discounts set forth in this section and determining whether a particular order is made during a calendar year when a discount has been earned, the definition of order set forth in Section shall apply. (e) During each Extension Period (as defined in section below) elected by Buyer, Supplier may increase the price charged Buyer for the Products by one hundred percent (100%) of the increase in the ?[CPI] during the twelve month period prior to any such increase. 10. PAYMENT Payment by Buyer for the Products, including any insurance and delivery charges, shall be made in full not later than ?[ ] days after issue of Supplier?s written payment notices. Supplier shall issue a formal invoice to Buyer within ?[ ] days of the date of receipt of Buyer?s payment. Payment by Buyer shall not constitute acceptance of particular Products if, not later than ?[ ] days after delivery, Buyer notifies Supplier in writing of any defects in 9 This clause may be used in conjunction with or in lieu of Clause 7 regarding Buyer Minimum Order Criteria regarding exclusivity of supply. materials or workmanship or failure of such Products to meet the specifications referred to in clause 4 of this In the event that Buyer fails to make any payment to Supplier on or before the due date therefor, Supplier reserves the right to withhold further deliveries of the Products and charge interest on the overdue amount at the rate of ?[Specify Rate] per annum accruing on a daily basis from the due date until the date of actual payment. Alternative Payment Clause with Upfront Partial Payment: Buyer shall pay Supplier for all of the Products ordered by Buyer as follows. Within ten (10) days of Supplier39。s acceptance of a Buyer Purchase Order, Buyer shall pay to Supplier an amount equal to ? [ten percent (10%)] of the Purchase Price as (a) an advance payment or (b) a Supplier shall issue a written payment notice to Buyer on the ? [first] and ? [fifteenth] days of each month thereafter for progress payments for the cost of materials, manufacture, installation and other