Terms and Conditions - Product Sales

Rev 2021.07.7
- 6 -
6. Taxes. Prices do not include applicable taxes or duties. Buyer is solely responsible for paying all
applicable taxes and duties. PHI
will add sales taxes to the sales price where required by applicable law and
Buyer will pay such taxes unless Buyer
provides PHI with a duly executed sales tax exemption certificate. If
Buyer
is required by law to withhold any amount of tax from its Payment to PHI, Buyer will take all
reasonable steps to minimize such withholding tax, provide PHI with a receipt or certificate as evidence the
tax has been paid, and reimburse PHI for the amount of withholding so that PHI receives Payment for the
full value of the Purchase Order and Invoice.
7. Delivery, Delivery Dates and Partial Deliveries.
A. Estimated Ship Date. PHI may communicate an Estimated Ship Date to Buyer. PHI will not be
liable for any damage, loss, or expense incurred by Buyer if PHI fails to meet the Estimated Ship Date. A
delivery date specified in any Acceptance shall be construed as an Estimated Ship Date and shall be non-
binding unless confirmed as a binding delivery date by PHI in writing.
B. PHI’s Compliance. PHI’s compliance with a binding delivery date will be subject to (a) timely
receipt of required product components by PHI, free of defect, and (b) timely and full performance by Buyer
of its obligations under these Terms of Sale and under the Contract to which the delivery date applies. As
to a Product, PHI shall be deemed to have complied with any binding delivery date if PHI makes the Product
the subject of the binding delivery date available to Buyer at PHI’s Designated Shipping Point on or prior to
the delivery date and communicates that fact to Buyer in writing. As to a Service, PHI shall be deemed to
have complied with any binding delivery date if PHI attempts to perform the Service at the place of
performance on or prior to the delivery date.
C. Partial Deliveries. PHI and Buyer may agree that partial deliveries or Products or Services under
a Contract are acceptable. If so and unless otherwise agreed to in writing by PHI and Buyer, upon partial
delivery of Product(s) or Service(s), Buyer shall be obligated to pay to PHI for that portion of the Products
or Services so delivered a dollar amount equal to a reasonable proration of the total purchase price for such
Product(s) or Services as reflected in the Contract; such reasonable proration to be determined by PHI,
acting in its sole discretion.
D. Stocking Fee. With respect to each Contract covering one or more Products, PHI will ship within
five (5) days of receiving a final payment for the Product(s) if pre-paid or per the confirmed ship date
supplied on the Proforma Invoice. If Buyer postpones the shipment, Buyer will pay to PHI a stocking fee
equal to one percent (1%) of the Final Invoice for such Product(s) for each thirty (30) days (or portion
thereof) the shipment is delayed; payment to be made to PHI by Buyer prior to shipping.
8. Shipping: Transfer of Risk
A. PHI’s Designated Shipping Point. Unless stated otherwise in an Acceptance, each delivery of
Product, if within the United States, will be FCA PHI’s Designated Shipping Point (Incoterms), or if
International, will be EXW – PHI’s Designated Shipping Point (Incoterms 2010). Shipment of the Product
will be made to the destination stated in the Acceptance (“Destination”). If shipments are International,
Buyer shall be the importer of record and shall be responsible for all import duties, taxes and any other
expenses incurred, or licenses or clearances required.