1. Pricing. Subject to the following, you shall pay the price(s) set forth in our Quote:

  1. Expiration. All prices provided in our Quote are subject to expiration (i) within thirty (30) calendar days from the date of issuance of our Quote, or (ii) automatically for Goods marked “In Stock” if we sell such goods prior to receiving your purchase order. We will take best efforts to inform you in writing of any expiration of pricing, but our failure to do so shall not extend pricing that has expired under this Article III, Section 1(a).
  2. Supply Arrangements. For items that are purchased by you under a supply arrangement (“Supply Arrangement”), whereby AECI agrees to sell and deliver Goods to you periodically, AECI reserves the right, upon prior written notice to you, to increase the prices of such Goods in amounts needed to offset any price increases for such Goods that AECI receives from its suppliers during the term of the Supply Arrangement. If you do not wish to accept such price increases, you may terminate the Supply Arrangement regarding the affected Goods by providing written notice to AECI within 30 days of your receipt of a price increase notice from AECI. All price increases will apply to Goods delivered after AECI gives notice of such price increases, and will continue to apply until AECI receives notice of termination from Purchaser.
  3. Pricing Confidentiality. The prices of all Goods are confidential, and you shall not disclose such prices to any other party. AECI and Purchaser acknowledge and agree that money damages for any breach of Purchaser’s obligation not to disclose the price of Goods or Services is both incalculable and insufficient and that any such breach would irreparably harm AECI. Therefore, in the event of an actual or prospective breach of the obligation in this Section, AECI shall be entitled to preliminary and permanent injunctions to prevent or remedy such breach, and specific enforcement of this Agreement, in addition to any other remedies to which AECI may be entitled at law or in equity.

2. Payment. Payment is due net 30 days after delivery or the date of our invoice, whichever first occurs, in the currency invoiced. If Purchaser fails to fulfill the terms of payment, AECI may defer further shipments to Purchaser or, at its option, cancel the unshipped portions of Purchaser’s orders. Any invoiced amounts not paid within 30 days of the date of such invoice will be considered past due. Purchaser agrees to pay interest on all past due invoices at the lesser of 18% per annum, compounded monthly, or the highest contractual rate allowable under the law. Purchaser shall reimburse AECI for all costs, including reasonable attorneys’ fees, associated with such collection of any past due amounts.

3. Taxes. Our Quotes do not include applicable sales, use, or other taxes. We will invoice and collect such applicable taxes from you unless satisfactory proof is provided to us that you have either paid such taxes or are entitled to an exemption from such taxes. In all cases, you agree to indemnify and hold us harmless for any liability resulting from all taxes and/or any exemptions that you claim.

4. Adequate Assurance of Payment. Prior to fulfilling your order, we may demand in writing adequate assurances of payment of Goods, including but not limited to information necessary for us to perform a credit check, or a requirement that you provide a parent guaranty, letter of credit or other assurance of payment. Failure to provide such adequate assurances of payment may result in all sales to your being on a cash-on-delivery basis only.

5. Setoff. Purchaser shall not set off invoiced amounts or any portion thereof against sums that are due or may become due from AECI, its parents, affiliates, members or subsidiaries.