Supplier will deliver the Deliverables and the Services on or before the dates specified in the Scope of Work or, where no Scope of Work exists, in the applicable accepted Order.

4.2 For support Services not delivered on or before such dates, where the late delivery is attributable to Supplier or its contractors, CUSTOMER may request payment from Supplier and upon such request Supplier will pay CUSTOMER an amount equal to late delivery or late performance fees imposed by the applicable CUSTOMER customer upon CUSTOMER up to one percent (1%) of the original amount payable for such Services for each day of late delivery up to ten percent (10%) of the total payment due for such Services. Any payments due from Supplier under this Section may be set off by CUSTOMER from payments due from CUSTOMER to Supplier under this Agreement, providing that the amount of such payment is not subject to a dispute between the parties in accordance with Section 16.2.

4.3 In any event of delay by Supplier, for certain services relating to the customisation and integration of CUSTOMER and/or third party products, such as custom software development, project management, installation, implementation and other consultancy services, CUSTOMER will be entitled to a contractual penalty vis-à-vis Supplier in an amount equal to late delivery or late performance fees imposed by the applicable CUSTOMER customer upon CUSTOMER up to one percent (1%) of the original amount payable for such Deliverables and/or Services for each day of late delivery up to ten percent (10%) of the total payment due for such Deliverables or Services. CUSTOMER may set off its claim to the contractual penalty from any payments to Supplier under this Agreement, providing that the amount off the claim is not subject to a dispute between the parties in accordance with Section 16.2. Any further rights of CUSTOMER will remain unaffected.

Unless otherwise expressly stated in the applicable Scope of Work, all deliveries of Deliverables will be made DDP to the location specified by CUSTOMER (INCOTERMS 2000). Title to Deliverables will pass to CUSTOMER upon delivery.

All Services and Deliverables provided under this Agreement are subject to inspection and acceptance by CUSTOMER. Services and Deliverables that CUSTOMER reasonably determines are of unsatisfactory quality or do not conform in type or quantity will be re-performed or re-delivered, as the case may be, by Supplier at no cost to CUSTOMER or its customers.

Prices AND TAXES

5.1 Supplier’s time and materials rates for Support Services or time and Deliverables rates for customisation and integration of CUSTOMER and/or third party products, such as custom software development, project management, implementation, installation and other consultancy services, during the term of this Agreement are indicated in the Scope of Work. Prices, fees, and charges are set forth in the applicable Schedule / Appendix, which will be based on rates not to exceed those in Scope of Work. In those cases where prices are not expressly stated in the applicable Schedule, the applicable prices will be the rates in Scope of Work.

5.2 If, at any time during the term of this Agreement, Supplier should sell to any customer other than to its Affiliates, similar services under substantially similar terms and conditions as those set out under this Agreement or Schedule, CUSTOMER will pay the lower price on all deliveries that are made during the period when such lower price is in effect. Upon reasonable advance notice, CUSTOMER or its authorised representatives may audit Supplier’s applicable books and records during normal business hours and subject to the non-disclosure obligations of this Agreement for the purpose of verifying Supplier’s compliance with this Article. In the event that the audit shows Supplier’s breach of this Article, Supplier will reimburse CUSTOMER any overpayments made as well as for the reasonable costs of the audit.

5.3 Unless otherwise stated in an Order, Scope of Work or Schedule, CUSTOMER will reimburse Supplier for reasonable travel and living expenses incurred in the performance of the Services; provided that all travel must be pre-approved by the applicable CUSTOMER project manager. Such expenses will be considered reasonable to the extent that they conform to the CUSTOMER travel policy attached to the Scope of Work or otherwise provided to Supplier on its request.

5.4 Unless expressly agreed in writing, Prices are inclusive of sales tax, where applicable also value added taxes and other taxes, duties, levies and fees which are due, or may become due with respect to this Agreement and its execution, or any Order (collectively "Taxes") and Supplier agrees to bear all Taxes.

5.5 CUSTOMER will reimburse Supplier for Value Added Taxes (VAT) with respect to transactions under this Agreement unless CUSTOMER advises Supplier that an exemption applies. Supplier will bill taxes payable by CUSTOMER as separate items on Supplier’s invoices.

Date: 2015-12-24; view: 907