3. PRODUCT DELIVERY; PRICES AND PAYMENT; TAXES
3.1Product Delivery. Delivery of Products shall be EXW (Incoterms 2010) at PSI's production facility, Rochester, Minnesota. When requested by AL-MERRI or in the absence of arrangements by AL-MERRI a reasonable period before the date scheduled for delivery EXW, PSI may, at PSI's discretion, arrange for shipment of Products to AL-MERRI's designated location in the Territory. If PSI agrees to ship Products, AL-MERRI shall pay all expenses associated with such shipment, either reimbursing them promptly or, at PSI’s option, paying them in advance. If PSI also procures insurance for the shipment, AL-MERRI shall reimburse PSI for the insurance costs also. In any and all cases, transportation and insurance shall be paid directly or reimbursed by AL-MERRI.
3.2 Prices and Price Increases. For each order, PSI shall sell the Products to AL-MERRI at PSI's prevailing international distribution price for each Product, as determined by PSI, as of the date PSI receives AL-MERRI's order for the Product. AL-MERRI and PSI hereby agree that PSI may at any time increase prices for the Products, effective sixty (60) days after notice thereof to AL-MERRI;رى provided, however, that PSI shall not implement a price increase more than once for any one Product within any twelve (12) month period. All prices shall be in United States Dollars unless otherwise explicitly stated by PSI in writing.
3.3 Payment Methobeر Unless and until other credit and payment terms may beر mutually agreed to, AL-MERRI shall prepay the total amount for each order placed by AL-MERRI, making payment by electronic funds transfer or using a bank check or certified check made payable to PSI at a bank in the United States at least ten (10) days before the shipment date. All payments shall be in U.S. dollars, unless otherwise explicitly agreed by the Parties in writing. In the event of AL-MERRI's failure to prepay, as provided above, for all Products ordered, or to pay the remainder of any order amount as required above, PSI shall have the right to refuse to ship any unshipped order, repossess any Products previously shipped and not yet paid for in full, and/or terminate this Agreement. If, as a convenience for AL-MERRI, PSI agrees to arrange for transportation and insurance of any shipment under provisions of Section 3.1, the costs for transportation and insurance shall be included in AL-MERRI’s payment for the shipment if known sufficiently in advance. If invoiced separately by PSI after shipment, the costs are to be reimbursed by AL-MERRI immediately upon AL-MERRI’s receipt of invoice and reasonable supporting documentation. Failure to pay any such invoice immediately shall be deemed a material breach of this Agreement.
3.4 Taxes. Duties, Etc. All amounts payable by AL-MERRI under this Agreement are exclusive of any import duty, value added tax, sales, use, or excise tax, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue or on the delivery, importation, possession, sale, or use of the Products. AL-MERRI shall pay all such duties, taxes, levies or similar government charges or in each case provide supplier with a certificate of exemption acceptable to the relevant taxing authority.