AN ADJUSTMENT AMOUNT MUST BE PAID BY THE SELLER OR THE BUYER (WHICH AMOUNT WILL
BE THE DIFFERENCE BETWEEN THE INITIAL PURCHASE PRICE AND THE PURCHASE PRICE)
AND:
(I)
THE BUYER MUST ISSUE A STATEMENT TO THE
SELLER SETTING OUT THE ADJUSTMENT AMOUNT AND THE METHOD AND DETAILS OF ITS
CALCULATION IN REASONABLE DETAIL, WHICH ADJUSTMENT AMOUNT WILL BE FINAL AND
BINDING ON THE BUYER AND THE SELLER EXCEPT IN THE EVENT OF MANIFEST ERROR IN ITS
CALCULATION OR A REASONABLE OBJECTION BY THE BUYER BASED ON THE TERMS OF THIS
CONTRACT (IN WHICH EVENT SUCH AMOUNT MUST BE CORRECTLY RECALCULATED);
(II)
IF THE PURCHASE PRICE AS SO ADJUSTED IS
LESS THAN THE INITIAL PURCHASE PRICE AND PROVIDED THAT THE INITIAL PURCHASE
PRICE HAS BEEN RECEIVED IN FULL BY THE SELLER, THE SELLER MUST PAY TO THE BUYER
AN AMOUNT EQUAL TO THAT ADJUSTMENT AMOUNT;
(III)
IF THE PURCHASE PRICE AS SO ADJUSTED IS
GREATER THAN THE INITIAL PURCHASE PRICE THE BUYER MUST PAY TO THE SELLER AN
AMOUNT EQUAL TO THAT ADJUSTMENT AMOUNT, AND
(IV)
ANY PAYMENT DUE UNDER THIS CLAUSE MUST:
(A)
IF THE PARTY FROM WHICH PAYMENT FALLS DUE SO
REQUIRES BE INVOICED BY THE PARTY REQUIRING SUCH PAYMENT TO BE MADE; AND
(B)
IN ANY EVENT BE MADE WITHIN 5 BANKING DAYS OF
THE ADJUSTMENT CALCULATION BEING MADE AND COMMUNICATED TO THE PAYOR.
(H)
ANY RELEASE, SETTLEMENT, SATISFACTION OR
DISCHARGE BETWEEN THE PARTIES WILL BE CONDITIONAL ON NO PAYMENT MADE OR GIVEN TO
THE OTHER OR ANY RIGHT OF SET-OFF EXERCISED BEING AVOIDED, REDUCED, SET ASIDE,
RENDERED UNENFORCEABLE OR REQUIRED TO BE PAID AWAY BY VIRTUE OF ANY PROVISION,
REQUIREMENT OR ENACTMENT, WHETHER RELATING TO BANKRUPTCY, INSOLVENCY OR
LIQUIDATION OR OTHERWISE AT ANY TIME IN FORCE, OR BY VIRTUE OF ANY OBLIGATION TO
GIVE EFFECT TO ANY PREFERENCE OR PRIORITY AND IF ANY PAYMENT OR SET-OFF RIGHT IS
AVOIDED OR REDUCED, THE AFFECTED PARTY WILL BE ENTITLED TO RECOVER THE VALUE OR
AMOUNT OF THAT PAYMENT OR SET-OFF
14
FROM THE OTHER AS IF THAT RELEASE, SETTLEMENT, SATISFACTION OR DISCHARGE HAD NOT
OCCURRED.
(I)
IF THE SELLER DEFAULTS IN ITS DELIVERY
OBLIGATIONS IN RELATION TO A CARGO UNDER THIS AGREEMENT AND THE DELIVERY OF THAT
CARGO IS CONSEQUENTLY NOT MADE BY THE SELLER THEN ON THE BUYER'S WRITTEN DEMAND,
AND WITHOUT LIMITING ANY OTHER RIGHTS OR REMEDIES AVAILABLE TO THE BUYER UNDER
CLAUSE 12, THE SELLER MUST IMMEDIATELY RETURN THE INITIAL PURCHASE PRICE
RELATING TO THAT CARGO TO THE BUYER (IT BEING ACKNOWLEDGED THAT WHEN THERE IS
ONLY A SHORTFALL IN THE CARGO CLAUSE 10(G) WILL APPLY).
(J)
TIME IS OF THE ESSENCE IN RELATION TO
ALL PAYMENTS DUE UNDER THIS CONTRACT.
(K)
ALL MONETARY AMOUNTS STATED IN THIS
CONTRACT AND ALL PAYMENTS FALLING DUE UNDER THIS CONTRACT ARE, AND MUST BE
DENOMINATED AND PAID, IN UNITED STATES DOLLARS.
(L)
THE BUYER MUST PROCURE AND MAINTAIN AT
ALL TIMES UNTIL ALL CARGOES HAVE BEEN DELIVERED AND PAID FOR IN FULL IN
ACCORDANCE WITH THE TERMS