Terms and Conditions - Product Sales

Rev 2021.07.7

- 5 -

(b) PHI shall have the right to terminate its Acceptance and the Contract related to such

Acceptance or to suspend further performance under the Contract; and

to reasonable attorneys’ fees, restocking fees and other related costs.

H. Past Due Amounts. Past due amounts are subject to service charges of the lesser of 1.5% per

month or the maximum rate allowed by applicable law. PHI shall have the right to reduce or change Credit

Terms based on past due amounts.

I. No Withholding of Payment. Buyer shall have no right to withhold, offset against or suspend any

Payment due PHI on account of any counterclaim that Buyer may have against PHI unless either (i) the

amount of such counterclaim has been established pursuant to a final, non-appealable judgment issued by

a court of competent jurisdiction or (ii) the withholding, offsetting or suspension directly relates to a

Product or Service for which Buyer is obligated to make Payment and PHI has agreed to the withholding,

offsetting and/or suspending of the Payment in writing.

J. PHI’s Application of Payments. Notwithstanding any other directions by Buyer to the contrary,

and except as otherwise agreed by PHI in writing, PHI will have the right to apply any Payment received

from Buyer first to any outstanding interests and costs, if any, owed by Buyer to PHI and then to any other

amounts owed by Buyer to PHI, in any order PHI determines, acting in its sole discretion.

K. International Buyers. In the event a Buyer’s Order relates to Products or Services to be

delivered by PHI outside the United States, payment shall be made in immediately available funds,

denominated in United States Dollars, and shall, upon the written request of PHI, be made to a paying agent

designated by PHI. Buyer shall pay any costs charged by the paying agent.

L. Cancellations. In the event Buyer cancels a Buyer’s Order for which PHI has delivered an

Acceptance, Buyer shall pay one of the following fees (whichever is applicable) for purposes of reimbursing

PHI for its reasonable administrative expenses associated with such cancellation:

(a) A fee of 1.5% of the gross sales price for the Product(s) or Service(s) the subject of the

cancelled Buyer’s Order; but only if (i) PHI has not ordered any components, has not commenced

production and has not mobilized any personnel to fulfill such Buyer’s Order and (ii) Buyer orders a

different version of the Product(s) or Service(s);

(b) A fee of 2.5% of the gross sales price for the Product(s) or Service(s) the subject of the

cancelled Buyer’s Order but only if (i) PHI has not ordered any components, has not commenced production

and has not mobilized any personnel to fulfill such Order and (ii) Buyer does not order a different version

of the Product(s) or Service(s); or

cancelled Buyer’s Order if the fees in clause (a) and clause (b) immediately preceding are not applicable.

Additionally, in the event of the cancellation of any Buyer’s Order, PHI expressly reserves the right to claim

any damages in additional to the reimbursement of administrative expenses.