Extract to table

Failure to deliver a compliant Surcharge Notice within such period shall constitute waiver of Seller's right to pass through such surcharge for the applicable month

4(c) establishes a ceiling on the aggregate monthly surcharge that may be passed through to Nexford: "The aggregate monthly surcharge applicable to any Product category shall not exceed twelve percent (12%) of the applicable Base Price for such Product category without the prior written consent of Buyer

If Buyer disputes any surcharge, Buyer must notify Seller of the dispute within thirty (30) calendar days of receipt of the Surcharge Notice

3 of the MSA establishes a mandatory mediation requirement that must be satisfied before either party may initiate litigation

However, the existence of multiple, overlapping defenses strengthens Nexford's negotiating position, as Cardinal Peak cannot prevail merely by defeating one defense category — it must overcome all three

The provision further states that "[f]ailure to deliver a compliant Surcharge Notice within such period shall constitute waiver of Seller's right to pass through such surcharge for the applicable month