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Contract Clause – Pricing Terms (Sale of Goods; Pro-Seller)1.??Pricing Terms.?????1.1??Price. [The price of the Goods sold under this Agreement (the “Price”) shall be [$[AMOUNT]/as listed in Exhibit A.?????OR?????Buyer shall purchase the Goods from Seller at the price[s] (the “Price[s]”) set forth in Seller’s price list in effect [on [DATE]/on the date of the Purchase Order/at the time that Seller accepts the related Purchase Order]. [If the Price[s] should be increased by Seller before delivery of the Goods to a carrier for shipment to Buyer, then this Agreement shall be construed as if the increased price[s] were originally inserted herein, and Buyer shall be billed by Seller on the basis of such increased price[s].?????OR?????For Goods purchased from Seller under this Agreement, Buyer shall pay a price (”Base Price”) determined by reference to the table below. The Base Price so determined shall be adjusted pursuant to Section 1.4.?QUANTITY (TONS)BASE PRICE ($/TON)0-1,000$1001,001 and above$85]????1.2??Shipping, Insurance and Other Costs. [[Prices are/The Base Price is] exclusive of transportation costs to the Delivery Location, insurance, customs duties and other fees. All such costs shall be for the Buyer’s account and the Buyer hereby agrees to pay such costs.?????OR?????Buyer or Seller shall pay for shipping charges and insurance costs in accordance with the commercial terms selected by the Parties under Section [X].]????1.3??Taxes. Prices are exclusive of all sales, use, or excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Buyer under this Agreement. Any such taxes, duties and charges currently assessed or which may be assessed in the future, that are applicable to the sales made under this Agreement are for Buyer’s account, and Buyer hereby agrees to pay such taxes [provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property or assets].????1.4??[Price Adjustment.?(a)??Beginning on [MONTH] 1, [YEAR], and each [MONTH] 1 thereafter, the Base Price shall be multiplied by an adjustment factor (the “Adjustment Factor”), computed as described below, to determine the price to be paid by Buyer for Goods purchased until the next such adjustment (the “Adjusted Price”), that is:?Base Price(s) X Adjustment Factor = Adjusted Price?(b)??[The Adjustment Factor to be used in determining the Adjusted Price shall be the weighted average of the percentage changes in the cost factors from the base values (”Base Values”) to their values for the month of [THREE MONTHS BEFORE MONTH] preceding each [MONTH] 1 adjustment date, as set forth in the following table:?COST FACTORSOURCEWEIGHTBASE VALUES([MONTH][YEAR])ConstantN/A0.201.0[RAW MATERIAL] (index) PCU[NUMBER]U.S. Bureau of Labor and Statistics0.30148.60Rail Freight (index) PCU482111482111A04U.S. Bureau of Labor and Statistics0.40133.90Labor (index)Ecu10002iU.S. Bureau of Labor and Statistics0.10177.20????OR?????Seller may, in its sole discretion, adjust the Prices, [but only by [PERCENTAGE]% if the adjustment is an increase,] on [NUMBER] days prior written notice to Buyer[, but in no event shall Seller revise the Prices more than [NUMBER] times per year]. Such adjusted Prices shall apply to all Purchase Orders submitted by Buyer after the effective date of the Price adjustment. [Buyer reserves the right to terminate this Agreement if it does not agree with any Price increase by Seller.]] ................
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