![]() All deliveries shall be FOB the Company's facilities or charged to customers separately from the amount charged for the products, unless otherwise agreed by the parties. It is understood that the Company will not pay for shipping expenses. The Manager shall not be reimbursed for expenses related to the provision of the Management Services (such as, but not limited to, office rental, overhead and sales and administration expenses) but is entitled to incur necessary expenses on behalf of the Company (such as, but not limited to, the hiring of consultants and other independent contractors). The Manager shall not require the approval of the Board of the Company to incur obligations or expenses on behalf of the Company unless such obligations or expenses exceed by more than 10% the projected obligations and expenses for any given line item in the Annual Strategic Business Plan and Budget. All obligations or expenses incurred by the Manager for the account of, on behalf of, and at the expense of the Company shall be paid out of the revenues and other funds of the Company. Reimbursement of Expenses Independent Contractor. Each Advisor shall be an independent contractor, and nothing in this Agreement shall be deemed or construed to (i) create a partnership or joint venture between the Company or any other member of the VWR Group and either Advisor, (ii) cause either Advisor to be responsible in any way for the debts, liabilities or obligations of the Company or any other party, or ( iii) cause either Advisor or any of its respective employees to be officers, employees or agents of the Company or any other member of the VWR Group. The Company shall reimburse each Advisor by wire transfer of immediately available funds for any amount paid by such Advisor, which shall be in addition to any other amount payable to such Advisor under this Agreement. Neither Advisor shall be obligated to make any advance to or for the account of the Company or any other member of the VWR Group or to pay any sums, except out of funds held in accounts maintained by the Company or any other member of the VWR Group, nor shall either Advisor be obligated to incur any liability or obligation for the account of the Company or any other member of the VWR Group. All obligations or expenses incurred by each Advisor in the performance of its duties under this Agreement shall be for the account of, on behalf of, and at the expense of the Company, and all such expenses shall be promptly reimbursed by the Company. The Consultant shall not hold itself out or permit itself to be regarded ( to the extent practical) as an employee, officer or agent of the Corporation and shall strictly avoid any act or omission that may reasonably lead to a contractual or tortuous claim against or liability to the Corporation. The Consultant shall be an independent contractor, and nothing contained in this Agreement shall be deemed or construed (i) to create a partnership or joint venture between the Corporation and the Consultant or (ii) to cause the Consultant to be responsible in any way for the debts, liabilities or obligations of the Corporation or any other party or ( iii) to constitute the Consultant or any of its employees as employees, officers or agents of the Corporation. The Corporation shall reimburse each such expense within 15 days of submission by the Consultant to the Corporation of a properly documented expense report. The Consultant shall not be obligated to make any advance to or for the account of the Corporation without assurance that the necessary funds are held in accounts maintained by the Corporation nor shall the Consultant be obligated to incur any liability or obligation for the account of the Corporation without assurance that the necessary funds for the discharge of such liability or obligation will be provided. Provided that no such written or oral approval shall be required for reimbursement of any individual expense that is less than $100. All obligations or expenses reasonably incurred by the Consultant in the performance of its duties under this Agreement, which are performed with the prior written or oral approval of the Corporation shall be for the account of, on behalf of, and at the expense of the Corporation.
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