Common use of DELAYS IN DELIVERY Clause in Contracts

DELAYS IN DELIVERY. (a) Time is of the essence for all deliveries pursuant to this Agreement. If a tender of conforming Products is not made within five (5) business days of the shipping date specified, Seller shall be in breach of this Agreement and Seller shall have no right to make a later conforming tender. Buyer will not be obligated to accept any tender which does not fully comply with these provisions. (b) If Seller does not comply with Buyer's requirements herein, Buyer may, in addition to any other remedies which Buyer may have under the Uniform Commercial Code or this Agreement, require reimbursement from Seller for any reasonable concessions made to Buyer's customers as a result of the unavailability of the Products so ordered as so scheduled, including, but not limited to, the purchase price of replacement products ordered or, if a replacement product is unavailable, the reasonable cost of compensation, labor, overhead, travel time and materials required to supply such replacements. Seller shall promptly notify Buyer in writing of any anticipated delay, the nature and cause of the delay, and the expected duration. (c) Goods shipped more than five (5) days in advance of Buyer's requirements schedule may be returned to Seller at Seller's expense. (d) Neither party shall be liable for any failure, inability or delay in performing its obligations hereunder if such failure, inability or delay is due to an act of God, war, explosion or sabotage, accident, casualty, Government law, Order or Regulation. Due diligence and every reasonable effort shall be used by each party in curing such cause and in resuming performance, such as substitution of material sources or utilization of overtime or additional workers. With respect to any Production Order, in the event the delay persists, or if it reasonably appears to Buyer that the delay will persist, for more than sixty (60) days, Buyer may cancel such Production Order without penalty. In the event that delay or inability to perform arises from interruption of supply or scarcity of raw materials or parts used by Seller in manufacturing Products, Seller shall use all commercially reasonable efforts to give Buyer's orders priority over all other orders in any allocation of such raw materials or parts, or production scheduling; provided, however, that delay as a result of interruption of supplies or scarcity of materials or parts shall not excuse Seller's performance unless due to one of the causes noted above. (a) Products manufactured by Seller for Buyer under this Agreement shall be of Seller's design and manufacture, except for those changes specified elsewhere herein, shall conform in quality and safety to comparable Seller models, and shall be inspected at Seller's factory in accordance with Seller's standard factory test procedures. (b) At least nine (9) months (or such lesser period as the parties may otherwise agree) prior to the proposed introduction of any new model of washing machines, any proposed change in the design of any existing Product, or the proposed discontinuance of any existing Product (each, a "Product Change"), Seller shall provide Buyer with notice of such proposed Product Change. Within sixty (60) days thereafter, Buyer shall advise Seller of its approval or disapproval of such proposed Product Change. Thereafter, the parties shall mutually agree on the type, number and design of models of Products which shall be acceptable to the parties. No discontinuance or changes in the type, number or design of models of Products, as agreed upon, shall be made Seller unless authorized and confirmed in writing by Buyer. (c) Samples for test purposes will be supplied to Buyer by Seller for each new model planned for purchase by Buyer in an amount to be mutually agreed upon by the parties. Such samples will generally lack U.L. and other code board approvals and are not merchantable by Buyer. Cost of production and all transfer costs, including air freight and insurance, for these samples shall be for the account of Buyer. Samples shall otherwise be delivered in accordance with the same terms as govern the delivery of Products. (d) Buyer's prior acceptance of any prototype shall not prejudice Buyer's right to reject said samples produced as a result of such prototype, and Buyer shall be under no obligation to purchase Products resulting from the acceptance of such prototypes if Buyer subsequently rejects said samples. (e) For new models, Seller shall prepare and supply to Buyer product information for each model. This will include operating instructions, care and maintenance, special safety warnings and installation instructions. Buyer will then develop the artwork and send it to Seller for technical review. After approval, Buyer will send negatives or disks to Seller for the owner's manual installation instruction book (one book). The artwork will be delivered within twenty-eight (28) days from receipt of final changes to Seller, and Seller will print the manuals for use in production. Within fourteen (14) days of Initial production, Seller will deliver to Buyer ten (10) copies of the printed manual for Buyer-required archiving.

DELAYS IN DELIVERY. (a) Time is of the essence for all deliveries pursuant to this Agreement. If a tender of conforming Products is not made within five (5) business days of the shipping date specified, Seller shall be in breach of this Agreement and Seller shall have no right to make a later conforming tender. Buyer will not be obligated to accept any tender which does not fully comply with these there provisions. (b) If Seller does not comply with Buyer's requirements herein, Buyer may, in addition to any other remedies which Buyer may have under the Uniform Commercial Code or this Agreement, require reimbursement from Seller for any reasonable concessions made to Buyer's customers as a result of the unavailability of the Products so ordered as so scheduled, including, but not limited to, the purchase price of replacement products ordered or, if a replacement product is unavailable, the reasonable cost of compensation, labor, overhead, travel time and materials required to supply such replacements. Seller shall promptly notify Buyer in writing of any anticipated delay, the nature and cause of the delay, and the expected duration. (c) Goods shipped more than five (5) days in advance of Buyer's requirements schedule may be returned to Seller seller at Seller's expense. (d) Neither party shall be liable for any failure, inability or delay in performing its obligations hereunder if such failure, inability or delay is due to an act of God, war, explosion or sabotage, accident, casualty, Government law, Order or Regulation. Due diligence and every reasonable effort shall be used by each party in curing such cause and in resuming performance, such as substitution of material sources or utilization of overtime or additional workers. With respect to any Production Order, in the event the delay persists, or if it reasonably appears to Buyer that the delay will persist, for more than sixty (60) days, Buyer may cancel such Production Order without penalty. In the event that delay or inability to perform arises from interruption of supply or scarcity of raw materials or parts used by Seller in manufacturing Products, [Seller shall use all commercially reasonable efforts to give Buyer's orders priority over all other orders in any allocation of such raw materials or parts, or production scheduling; provided, however, that delay as a result of interruption of supplies or scarcity of materials or parts shall not excuse Seller's performance unless due to one of the causes noted above. (a) Products manufactured by Seller for Buyer under this Agreement shall be of Seller's design and manufacture, except for those changes specified elsewhere herein, shall conform in quality and safety to comparable Seller models, and shall be inspected at Seller's factory in accordance with Seller's standard factory test procedures. (b) At least nine (9) months (or such lesser period as the parties may otherwise agree) prior to the proposed introduction of any new model of washing machines, any proposed change in the design of any existing Product, or the proposed discontinuance of any existing Product (each, a "Product Change"), Seller shall provide Buyer with notice of such proposed Product Change. Within sixty (60) days thereafter, Buyer shall advise Seller of its approval or disapproval of such proposed Product Change. Thereafter, the parties shall mutually agree on the type, number and design of models of Products which shall be acceptable to the parties. No discontinuance or changes in the type, number or design of models of Products, as agreed upon, shall be made Seller unless authorized and confirmed in writing by Buyer. (c) Samples for test purposes will be supplied to Buyer by Seller for each new model planned for purchase by Buyer in an amount to be mutually agreed upon by the parties. Such samples will generally lack U.L. and other code board approvals and are not merchantable by Buyer. Cost of production and all transfer costs, including air freight and insurance, for these samples shall be for the account of Buyer. Samples shall otherwise be delivered in accordance with the same terms as govern the delivery of Products. (d) Buyer's prior acceptance of any prototype shall not prejudice Buyer's right to reject said samples produced as a result of such prototype, and Buyer shall be under no obligation to purchase Products resulting from the acceptance of such prototypes if Buyer subsequently rejects said samples. (e) For new models, Seller shall prepare and supply to Buyer product information for each model. This will include operating instructions, care and maintenance, special safety warnings and installation instructions. Buyer will then develop the artwork and send it to Seller for technical review. After approval, Buyer will send negatives or disks to Seller for the owner's manual installation instruction book (one book). The artwork will be delivered within twenty-eight (28) days from receipt of final changes to Seller, and Seller will print the manuals for use in production. Within fourteen (14) days of Initial production, Seller will deliver to Buyer ten (10) copies of the printed manual for Buyer-required archiving.]

DELAYS IN DELIVERY. (a) Time is a. TIMELINESS REQUIRED Except as provided in paragraph b. of this Article, Embraer warrants that there shall be no delays in Actual Delivery of the essence for all deliveries pursuant Aircraft and: (i) Agrees that in the event Embraer notifies Buyer of such a delay (which notification occurs [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] or more prior to this Agreement. If the Scheduled Delivery Date) then, after [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] Days unexcused delay, Embraer shall pay Buyer as liquidated damages the amounts listed in the following schedule: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] (ii) Agrees that in the event Embraer notifies Buyer of a tender of conforming Products is delay (which notification occurs less than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] prior to the Scheduled Delivery Date) then, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] unexcused delay, it shall pay Buyer, as liquidated damages, the amounts listed in the following schedule: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] In the event that Embraer fails to deliver an Aircraft which fully conforms to the delivery specifications set forth herein, Buyer shall not made within be required to accept such Aircraft until it complies with such delivery specifications and (provided that Buyer has performed, after Embraer having timely afforded Buyer an opportunity to do so, a general inspection at least five (5) business days of Business Days prior to the shipping date specified, Seller shall be Scheduled Delivery Date and performed an acceptance test flight at least three (3) Business Days prior to the Scheduled Delivery Date in breach accordance with Article 7 of this Agreement and Seller shall have no right to make a later conforming tender. Buyer will not be obligated to accept any tender which does not fully comply with these provisions. (b) If Seller does not comply with Buyer's requirements hereinAgreement), Buyer mayEmbraer shall, in addition to any other remedies which Buyer may have under after the Uniform Commercial Code or this Agreement, require reimbursement from Seller for any reasonable concessions made to Buyer's customers as a result of the unavailability of the Products so ordered as so scheduled, including, but not limited to, the purchase price of replacement products ordered or, if a replacement product is unavailable, the reasonable cost of compensation, labor, overhead, travel time and materials required to supply such replacements. Seller shall promptly notify Buyer in writing of any anticipated delay, the nature and cause of the delay, and the expected duration. (c) Goods shipped more than five (5) days in advance of Buyer's requirements schedule may be returned to Seller at Seller's expense. (d) Neither party shall Business Days period described above, be liable for any failure, inability or delay damages as provided in performing its obligations hereunder if such failure, inability or delay is due to an act this Article. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] b. EXCUSED DELAY (i) acts of God, warriots, explosion or sabotagewars, accidentnatural disasters, casualtyfires, Government lawfloods, Order or Regulationexplosions, third-party criminal acts, earthquakes, serious accidents, epidemics, quarantine restrictions, acts of government (except as otherwise provided for in Article 13.f. Due diligence and every reasonable effort shall be used by each party in curing such cause and in resuming performance, such as substitution Section 10 of material sources or utilization of overtime or additional workers. With respect to any Production Order, in the event the delay persistsLetter Agreement I hereof), or if it reasonably appears to Buyer that the delay will persist, for more than sixty (60) days, Buyer may cancel such Production Order without penalty[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] or provide any information as provided by this Agreement. In the event that delay or inability to perform arises from interruption of supply or scarcity of raw materials or parts used by Seller in manufacturing Products, Seller shall use all commercially reasonable efforts to give Buyer's orders priority over all other orders in any allocation of such raw materials or parts, or production scheduling; provided, however, that delay as a result of interruption of supplies or scarcity of materials or parts shall not excuse Seller's performance unless due to one of the causes noted above. (a) Products manufactured by Seller for Buyer under this Agreement shall be of Seller's design and manufacture, except for those changes specified elsewhere herein, shall conform in quality and safety to comparable Seller models, and shall be inspected at Seller's factory in accordance with Seller's standard factory test procedures. (b) At least nine (9) months (or such lesser period as the parties may otherwise agree) prior to the proposed introduction of any new model of washing machines, any proposed change in the design of any existing Product, or the proposed discontinuance of any existing Product (each, a "Product Change"), Seller shall provide Buyer with notice of such proposed Product Change. Within sixty (60) days thereafter, Buyer shall advise Seller of its approval or disapproval of such proposed Product Change. Thereafter, the parties shall mutually agree on the type, number and design of models of Products which shall be acceptable to the parties. No discontinuance or changes in the type, number or design of models of Products, as agreed upon, shall be made Seller unless authorized and confirmed in writing by Buyer. (c) Samples for test purposes will be supplied to Buyer by Seller for each new model planned for purchase by Buyer in an amount to be mutually agreed upon by the parties. Such samples will generally lack U.L. and other code board approvals and are not merchantable by Buyer. Cost of production and all transfer costs, including air freight and insurance, for these samples shall be for the account of Buyer. Samples shall otherwise be delivered in accordance with the same terms as govern the delivery of Products. (d) Buyer's prior acceptance of any prototype shall not prejudice Buyer's right to reject said samples produced as a result of such prototype, and Buyer shall be under no obligation to purchase Products resulting from the acceptance of such prototypes if Buyer subsequently rejects said samples. (e) For new models, Seller shall prepare and supply to Buyer product information for each model. This will include operating instructions, care and maintenance, special safety warnings and installation instructions. Buyer will then develop the artwork and send it to Seller for technical review. After approval, Buyer will send negatives or disks to Seller for the owner's manual installation instruction book (one book). The artwork will be delivered within twenty-eight (28) days from receipt of final changes to Seller, and Seller will print the manuals for use in production. Within fourteen (14) days of Initial production, Seller will deliver to Buyer ten (10) copies of the printed manual for Buyer-required archiving.[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]

DELAYS IN DELIVERY. (a) Time is of the essence for all deliveries pursuant to this Agreement. If a tender of conforming Products is not made within five (5) business days of the shipping date specified, Seller shall be in breach of this Agreement and Seller shall have no right to make a later conforming tender. Buyer will not be obligated to accept any tender which does not fully comply with these provisions.** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** (b) If Seller does not comply with Buyer's requirements herein, Buyer may, in addition to any other remedies which Buyer may have under the Uniform Commercial Code or this Agreement, require reimbursement from Seller for any reasonable concessions made to Buyer's customers as a result of the unavailability of the Products so ordered as so scheduled, including, but not limited to, the purchase price of replacement products ordered or, if a replacement product is unavailable, the reasonable cost of compensation, labor, overhead, travel time and materials required to supply such replacements. Seller shall promptly notify Buyer in writing of any anticipated delay, the nature and cause of the delay, and the expected duration.** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** (c) Goods shipped more than five (5) days in advance of Buyer's requirements schedule may be returned to Seller at Seller's expenseOMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **. (d) Neither party shall be liable for any failure, inability or delay in performing its obligations hereunder if such failure, inability or delay is due to an act of God, war, explosion or sabotage, accident, casualty, Government law, Order or Regulation. Due diligence and every reasonable effort shall be used by each party in curing such cause and in resuming performance, such as substitution of material sources or utilization of overtime or additional workers. With respect to any Production Order, in the event the delay persists, or if it reasonably appears to Buyer that the delay will persist, for more than sixty (60) days, Buyer may cancel such Production Order without penalty. In the event that delay or inability to perform arises from interruption of supply or scarcity of raw materials or parts used by Seller in manufacturing Products, Seller shall use all commercially reasonable efforts to give Buyer's orders priority over all other orders in any allocation of such raw materials or parts, or production scheduling; provided, however, that delay as a result of interruption of supplies or scarcity of materials or parts shall not excuse Seller's performance unless due to one of the causes noted above.** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** (a) Products manufactured by Seller for Buyer under this Agreement shall be of Seller's design and manufacture, except for those changes specified elsewhere herein, shall conform in quality and safety to comparable Seller models, and shall be inspected at Seller's factory in accordance with Seller's standard factory test procedures. (b) At least nine (9) months (or such lesser period as the parties may otherwise agree) prior to the proposed introduction of any new model of washing machines, any proposed change in the design of any existing Product, or the proposed discontinuance of any existing Product (each, a "Product Change"), Seller shall provide Buyer with notice of such proposed Product Change. Within sixty (60) days thereafter, Buyer shall advise Seller of its approval or disapproval of such proposed Product Change. Thereafter, the parties shall mutually agree on the type, number and design of models of Products which shall be acceptable to the parties. No discontinuance or changes in the type, number or design of models of Products, as agreed upon, shall be made Seller unless authorized and confirmed in writing by Buyer.OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** (c) Samples for test purposes will be supplied to Buyer by Seller for each new model planned for purchase by Buyer in an amount to be mutually agreed upon by the parties. Such samples will generally lack U.L. and other code board approvals and are not merchantable by Buyer. Cost of production and all transfer costs, including air freight and insurance, for these samples shall be for the account of Buyer. ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** Samples shall otherwise be delivered in accordance with the same terms as govern the delivery of Products. (d) Buyer's prior acceptance of any prototype shall not prejudice Buyer's right to reject said samples produced as a result of such prototype, and Buyer shall be under no obligation to purchase Products resulting from the acceptance of such prototypes if Buyer subsequently rejects said samples. (e) For new models, Seller shall prepare and supply to Buyer product information for each model. This will include operating instructions, care and maintenance, special safety warnings and installation instructions. Buyer will then develop the artwork and send it to Seller for technical review. After approval, Buyer will send negatives or disks to Seller for the owner's manual installation instruction book (one book). The artwork will be delivered within twenty-eight (28) days from receipt of final changes to Seller, and Seller will print the manuals for use in production. Within fourteen (14) days of Initial production, Seller will deliver to Buyer ten (10) copies of the printed manual for Buyer-required archiving.

DELAYS IN DELIVERY. (a) Time is of the essence for all deliveries pursuant to this Agreement. If a tender of conforming Products is A. ATS shall not made within five (5) business days of the shipping date specified, Seller shall be in breach of this Agreement and Seller shall have no right to make a later conforming tender. Buyer will not be obligated to accept any tender which does not fully comply with these provisions. (b) If Seller does not comply with Buyer's requirements herein, Buyer may, in addition to any other remedies which Buyer may have under the Uniform Commercial Code or this Agreement, require reimbursement from Seller for any reasonable concessions made to Buyer's customers as a result of the unavailability of the Products so ordered as so scheduled, including, but not limited to, the purchase price of replacement products ordered or, if a replacement product is unavailable, the reasonable cost of compensation, labor, overhead, travel time and materials required to supply such replacements. Seller shall promptly notify Buyer in writing of any anticipated delay, the nature and cause of the delay, and the expected duration. (c) Goods shipped more than five (5) days in advance of Buyer's requirements schedule may be returned to Seller at Seller's expense. (d) Neither party shall be liable for any failuredelays in delivery or performance, inability or delay in performing its obligations hereunder if such failurefor failure to manufacture, inability deliver or delay is perform under this Section, due to to: (i) an act of God, an act of civil or military authority, Governmental priority, strike or other labor disturbance, flood, epidemic, war, explosion or sabotage, accident, casualty, Government law, Order or Regulation. Due diligence and every reasonable effort shall be used by each party in curing such cause and in resuming performance, such as substitution of material sources or utilization of overtime or additional workers. With respect to any Production Order, in the event the delay persistsriot, or if it reasonably appears other cause beyond the reasonable control of ATS ("Force Majeure Delay"); or (ii) an act, or failure to Buyer act, by MiniMed that MiniMed knew or should have known would delay the performance of ATS under this Agreement ("Permissible Delay"). ATS will notify MiniMed promptly of any material delay excused by Section 4A(i) and will persist, for more than sixty (60) days, Buyer may cancel such Production Order without penalty. specify the revised delivery date as soon as practicable. B. In the event that delay of any such Force Majeure Delay or inability Delays of an aggregate of less than 90 days for any one System, there will be no termination and the date of delivery or of performance shall be extended for a period equal to perform arises from interruption of supply or scarcity of raw materials or parts used the time lost by Seller in manufacturing Products, Seller shall use all commercially reasonable efforts to give Buyer's orders priority over all other orders in any allocation reason of such raw materials delay. If ATS' performance is delayed by a Force Majeure Delay or partsDelays by an aggregate of 90 days or more for any one System, or production scheduling; providedMiniMed, howeverat its sole discretion, that delay as a result of interruption of supplies or scarcity of materials or parts shall not excuse Seller's performance unless due have the option, exercisable only on notice to one ATS within 10 days of the causes noted above. (a) Products manufactured by Seller for Buyer under expiration of such 90 day delay, to terminate this Agreement shall be of Seller's design and manufacture, except for those changes specified elsewhere herein, shall conform in quality and safety to comparable Seller models, and shall be inspected at Seller's factory in accordance with Seller's standard factory test proceduresSections 19.D. C. In the event of any Permissible Delay there will be no termination and the date of delivery or of performance shall be extended for a period equal to the time lost by reason of such delay. (b) At least nine (9) months (or such lesser period as the parties may otherwise agree) prior D. If ATS fails to the proposed introduction of deliver any new model of washing machines, any proposed change in the design of any existing Product, or the proposed discontinuance of any existing Product (each, a "Product Change"), Seller shall provide Buyer with notice of such proposed Product Change. Within sixty (60) days thereafter, Buyer shall advise Seller of its approval or disapproval of such proposed Product Change. Thereafter, the parties shall mutually agree on the type, number and design of models of Products which shall be acceptable to the parties. No discontinuance or changes in the type, number or design of models of Products, as agreed upon, shall be made Seller unless authorized and confirmed in writing by Buyer. (c) Samples for test purposes will be supplied to Buyer by Seller for each new model planned for purchase by Buyer in an amount to be mutually agreed upon by the parties. Such samples will generally lack U.L. and other code board approvals and are not merchantable by Buyer. Cost of production and all transfer costs, including air freight and insurance, for these samples shall be for the account of Buyer. Samples shall otherwise be delivered System in accordance with the delivery date for same terms set out in Appendix B (as govern such delivery date may be revised in accordance with Section 4.A(i) (Force Majeure Delays), Section 4.A(ii) (Permissible Delay), Section 8 (changes by MiniMed) or any written agreement of the delivery of Products. (d) Buyer's prior acceptance of any prototype shall not prejudice Buyer's right to reject said samples produced as a result of such prototypeparties), and Buyer ATS shall be under no obligation entitled to purchase Products resulting from the acceptance an aggregate grace period of such prototypes if Buyer subsequently rejects said samples. (e) For new models, Seller shall prepare and supply to Buyer product information 90 days for each modelSystem. This During such aggregate 90 day grace period there will include operating instructionsbe no termination of the Agreement and no costs, care expenses, damages or other monies howsoever characterized shall accrue by ATS to MiniMed or by MiniMed to ATS. If such failure to deliver is due to the inability to develop an Overmolded Sensor (as defined below) acceptable to both parties, then the rights and maintenanceremedies of the parties shall be governed by Section 4E hereunder. In this Agreement, special safety warnings "Overmolded Sensor" means a sensor to measure glucose levels in human body tissue via a flexible printed circuit on a polyamide substrate that has been stiffened with a thermoplastic polyurethane elastomer to provide geometric features and installation instructions. Buyer will then develop rigidity to the artwork and send it to Seller for technical review. After approval, Buyer will send negatives or disks to Seller for the owner's manual installation instruction book (one book)flexible printed circuit. The artwork will be delivered within twenty-eight geometric features enable a modified needle (28cannula) days from receipt of final changes to Seller, and Seller will print deliver the manuals for use in productionsensor into the body tissue. Within fourteen (14) days of Initial production, Seller will deliver to Buyer ten (10) copies of the printed manual for Buyer-required archiving.The

DELAYS IN DELIVERY. (a) The shipping date shown on Heater Tek's acknowledgment of order is an estimate and dependent upon prior sales and circumstances beyond Heater Xxx's control. Time is not deemed of the essence and Buyer is not entitled to reject an otherwise conforming tender made within a reasonable time. Heater Tek is not liable for any damage or penalty for failure to ship or delays in shipment whether reasonable or unreasonable, caused by the following matters affecting manufacturing or shipping: fire, flood, other casualties, or acts of God; wars, riots, civil commotion, embargoes, governmental regulations, or Heater Tek's inability to obtain necessary materials from the usual sources of supply; shortage of rail cars or semi-tractors and trailers or delays in transit; existing or future strikes or other labor troubles affecting production or shipment, whether employees of Heater Tek or employees of others, and regardless of responsibility or fault on part of any employer; public health emergencies, or any other contingencies affecting Heater Tek's shipment not reasonably within Heater Tek's control whether or not a class or kind mentioned herein. If Heater Tek is wholly or partially unable to perform because of any cause beyond its reasonable control, Heater Tek may allocate production and deliveries among Heater Tek's customers or may terminate the Agreement without any further liability to Buyer. The delivery schedule of any Products is extended by the period of time equal to the time lost because of any excusable delay enumerated in the proceeding paragraph. In the event Heater Tek shall inexcusably fail to deliver the Products to the carrier for shipment as described above, or, within ten (10) days thereafter, and if after that time Buyer makes demand for delivery thereof, and delivery is not forthcoming within an additional ten (10) days, then Buyer's sole and exclusive remedy shall be to terminate the Agreement and to secure a refund from Heater Tek of all deliveries pursuant sums, if any, paid to this Heater Tek on account of the Agreement. If a tender of conforming Products is not made within five (5) business days of the shipping date specified, Seller shall be in breach of this Agreement and Seller shall have Xxxxx agrees that no right to make a later conforming tender. Buyer will not be obligated to accept any tender which does not fully comply with these provisions. (b) If Seller does not comply with Buyer's requirements herein, Buyer may, in addition to any other remedies which Buyer may have under the Uniform Commercial Code or this Agreement, require reimbursement from Seller for any reasonable concessions made to Buyer's customers as a result of the unavailability of the Products so ordered as so scheduledremedy, including, but not limited to, the purchase price of replacement products ordered orincidental or consequential damages for lost profits, if a replacement product is unavailablelost sales, the reasonable cost of compensationor lost production or any other incidental or consequential loss, labor, overhead, travel time shall be available to it and materials required to supply such replacements. Seller Heater Tek shall promptly notify Buyer in writing of any anticipated delay, the nature and cause of the delay, and the expected duration. (c) Goods shipped more than five (5) days in advance of Buyer's requirements schedule may be returned to Seller at Seller's expense. (d) Neither party shall not be liable for any failuresuch incidental or consequential damages or lost profits, inability or delay in performing its obligations hereunder if such failurelost sales, inability or delay is lost production due to an act of God, war, explosion or sabotage, accident, casualty, Government law, Order or Regulation. Due diligence and every reasonable effort shall be used by each party in curing such cause and in resuming performance, such as substitution of material sources or utilization of overtime or additional workers. With respect Heater Xxx's failure to any Production Order, in the event the delay persists, or if it reasonably appears deliver Products to Buyer that the delay will persist, carrier for more than sixty (60) days, Buyer may cancel such Production Order without penalty. In the event that delay or inability shipment and/or Heater Tek's failure to perform arises from interruption of supply or scarcity of raw materials or parts used by Seller in manufacturing Products, Seller shall use all commercially reasonable efforts to give Buyer's orders priority over all other orders in any allocation of such raw materials or parts, or production scheduling; provided, however, that delay as a result of interruption of supplies or scarcity of materials or parts shall not excuse Seller's performance unless due to one of the causes noted aboveship. (a) Products manufactured by Seller for Buyer under this Agreement shall be of Seller's design and manufacture, except for those changes specified elsewhere herein, shall conform in quality and safety to comparable Seller models, and shall be inspected at Seller's factory in accordance with Seller's standard factory test procedures. (b) At least nine (9) months (or such lesser period as the parties may otherwise agree) prior to the proposed introduction of any new model of washing machines, any proposed change in the design of any existing Product, or the proposed discontinuance of any existing Product (each, a "Product Change"), Seller shall provide Buyer with notice of such proposed Product Change. Within sixty (60) days thereafter, Buyer shall advise Seller of its approval or disapproval of such proposed Product Change. Thereafter, the parties shall mutually agree on the type, number and design of models of Products which shall be acceptable to the parties. No discontinuance or changes in the type, number or design of models of Products, as agreed upon, shall be made Seller unless authorized and confirmed in writing by Buyer. (c) Samples for test purposes will be supplied to Buyer by Seller for each new model planned for purchase by Buyer in an amount to be mutually agreed upon by the parties. Such samples will generally lack U.L. and other code board approvals and are not merchantable by Buyer. Cost of production and all transfer costs, including air freight and insurance, for these samples shall be for the account of Buyer. Samples shall otherwise be delivered in accordance with the same terms as govern the delivery of Products. (d) Buyer's prior acceptance of any prototype shall not prejudice Buyer's right to reject said samples produced as a result of such prototype, and Buyer shall be under no obligation to purchase Products resulting from the acceptance of such prototypes if Buyer subsequently rejects said samples. (e) For new models, Seller shall prepare and supply to Buyer product information for each model. This will include operating instructions, care and maintenance, special safety warnings and installation instructions. Buyer will then develop the artwork and send it to Seller for technical review. After approval, Buyer will send negatives or disks to Seller for the owner's manual installation instruction book (one book). The artwork will be delivered within twenty-eight (28) days from receipt of final changes to Seller, and Seller will print the manuals for use in production. Within fourteen (14) days of Initial production, Seller will deliver to Buyer ten (10) copies of the printed manual for Buyer-required archiving.

DELAYS IN DELIVERY. Uniseal shall ship the goods within three (a3) weeks after receipt of an order for the goods. If the goods cannot be shipped within three (3) weeks after receipt of an order for the goods, Uniseal will issue an Acknowledgement of Order to Buyer, which Acknowledgement of Order shall serve to notify Buyer of the approximate date upon which Uniseal reasonably expects goods will be delivered to carrier for shipment. Xxxxx agrees that any shipment within three (3) weeks after receipt of an order for the goods or the approximate shipping date on a written Acknowledgement of Order is within a reasonable time. The shipping date shown on Uniseal's Acknowledgment of Order is an estimate and dependent upon prior sales and circumstances beyond Uniseal's control. Time is not deemed of the essence and Buyer is not entitled to reject an otherwise conforming tender made within a reasonable time. Uniseal is not liable for any damage or penalty for failure to ship or delays in shipment whether reasonable or unreasonable, caused by the following matters affecting manufacturing or shipping: fire, flood, other casualties, or acts of God; wars, riots, civil commotion, embargoes, governmental regulations, or Uniseal's inability to obtain necessary materials from the usual sources of supply; shortage of rail cars or semi-tractors and trailers or delays in transit; existing or future strikes or other labor troubles affecting production or shipment, whether employees of Uniseal or employees of others, and regardless of responsibility or fault on part of any employer; any other contingencies affecting Uniseal's shipment not reasonably within the Uniseal's control whether or not a class or kind mentioned herein. If Uniseal is wholly or partially unable to perform because of any cause beyond its reasonable control, Uniseal may allocate production and deliveries among Uniseal's customers or may terminate the Agreement without any further liability to Buyer. The delivery schedule of any goods is extended by the period of time equal to the time lost because of any excusable delay enumerated in the proceeding paragraph. In the event Uniseal shall inexcusably fail to deliver the goods to the carrier for shipment as described above, or, within ten (10) days thereafter, and if after that time Buyer makes demand for delivery thereof, and delivery is not forthcoming within an additional ten (10) days, then Buyer's sole and exclusive remedy shall be to terminate the Agreement and to secure a refund from Uniseal of all deliveries pursuant sums, if any, paid to this the Uniseal on account of the Agreement. If a tender of conforming Products is not made within five (5) business days of the shipping date specified, Seller shall be in breach of this Agreement and Seller shall have Xxxxx agrees that no right to make a later conforming tender. Buyer will not be obligated to accept any tender which does not fully comply with these provisions. (b) If Seller does not comply with Buyer's requirements herein, Buyer may, in addition to any other remedies which Buyer may have under the Uniform Commercial Code or this Agreement, require reimbursement from Seller for any reasonable concessions made to Buyer's customers as a result of the unavailability of the Products so ordered as so scheduledremedy, including, but not limited to, the purchase price of replacement products ordered orincidental or consequential damages for lost profits, if a replacement product is unavailablelost sales, the reasonable cost of compensationor lost production or any other incidental or consequential loss, labor, overhead, travel time shall be available to it and materials required to supply such replacements. Seller Uniseal shall promptly notify Buyer in writing of any anticipated delay, the nature and cause of the delay, and the expected duration. (c) Goods shipped more than five (5) days in advance of Buyer's requirements schedule may be returned to Seller at Seller's expense. (d) Neither party shall not be liable for any failuresuch incidental or consequential damages or lost profits, inability or delay in performing its obligations hereunder if such failurelost sales, inability or delay is lost production due to an act of God, war, explosion or sabotage, accident, casualty, Government law, Order or Regulation. Due diligence and every reasonable effort shall be used by each party in curing such cause and in resuming performance, such as substitution of material sources or utilization of overtime or additional workers. With respect Uniseal's failure to any Production Order, in the event the delay persists, or if it reasonably appears deliver goods to Buyer that the delay will persist, carrier for more than sixty (60) days, Buyer may cancel such Production Order without penalty. In the event that delay or inability shipment and/or Uniseal's failure to perform arises from interruption of supply or scarcity of raw materials or parts used by Seller in manufacturing Products, Seller shall use all commercially reasonable efforts to give Buyer's orders priority over all other orders in any allocation of such raw materials or parts, or production scheduling; provided, however, that delay as a result of interruption of supplies or scarcity of materials or parts shall not excuse Seller's performance unless due to one of the causes noted aboveship. (a) Products manufactured by Seller for Buyer under this Agreement shall be of Seller's design and manufacture, except for those changes specified elsewhere herein, shall conform in quality and safety to comparable Seller models, and shall be inspected at Seller's factory in accordance with Seller's standard factory test procedures. (b) At least nine (9) months (or such lesser period as the parties may otherwise agree) prior to the proposed introduction of any new model of washing machines, any proposed change in the design of any existing Product, or the proposed discontinuance of any existing Product (each, a "Product Change"), Seller shall provide Buyer with notice of such proposed Product Change. Within sixty (60) days thereafter, Buyer shall advise Seller of its approval or disapproval of such proposed Product Change. Thereafter, the parties shall mutually agree on the type, number and design of models of Products which shall be acceptable to the parties. No discontinuance or changes in the type, number or design of models of Products, as agreed upon, shall be made Seller unless authorized and confirmed in writing by Buyer. (c) Samples for test purposes will be supplied to Buyer by Seller for each new model planned for purchase by Buyer in an amount to be mutually agreed upon by the parties. Such samples will generally lack U.L. and other code board approvals and are not merchantable by Buyer. Cost of production and all transfer costs, including air freight and insurance, for these samples shall be for the account of Buyer. Samples shall otherwise be delivered in accordance with the same terms as govern the delivery of Products. (d) Buyer's prior acceptance of any prototype shall not prejudice Buyer's right to reject said samples produced as a result of such prototype, and Buyer shall be under no obligation to purchase Products resulting from the acceptance of such prototypes if Buyer subsequently rejects said samples. (e) For new models, Seller shall prepare and supply to Buyer product information for each model. This will include operating instructions, care and maintenance, special safety warnings and installation instructions. Buyer will then develop the artwork and send it to Seller for technical review. After approval, Buyer will send negatives or disks to Seller for the owner's manual installation instruction book (one book). The artwork will be delivered within twenty-eight (28) days from receipt of final changes to Seller, and Seller will print the manuals for use in production. Within fourteen (14) days of Initial production, Seller will deliver to Buyer ten (10) copies of the printed manual for Buyer-required archiving.