Common use of DELIVERY AND ACCEPTANCE OF GOODS Clause in Contracts

DELIVERY AND ACCEPTANCE OF GOODS. 2.1. Unless otherwise agreed in writing by Company, delivery of the Goods shall be Ex-Works Company’s factory (High Point, NC) on international orders and FOB (High Point, NC) on shipments within the continental USA. 2.2. Unless otherwise instructed, Company reserves the option to ship by its preferred option at Customer’s cost. Upon request, Company will prepay freight for accounts with established credit and a service charge of the freight xxxx, will be added. Company will use commercially reasonable efforts to ship orders complete and on schedule, however, Company reserves the right to make partial shipments as Goods are ready. 2.3. Any dates specified by Company for delivery of the Goods are intended to be an estimate only and time for delivery shall not be of the essence. If no dates are so specified, delivery will be within a reasonable time. Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event (as defined below) or Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 2.4. If for any reason Customer does not accept delivery of any of the Goods when they are ready for delivery or Company is unable to deliver the Goods on time because Customer has not provided appropriate instructions, documents, licences, payments, or authorizations, then the Goods will be deemed to have been delivered on the date and time specified by Company as the time of delivery, risk shall pass to Customer (including for loss or damage caused by Company’s negligence) at such time and Company shall store the Goods until delivery takes place and may charge Customer for the costs of transfer and storage and/or the following charges: (i) where Customer fails to notify or notifies Company of the delay less than 72 hours prior to the time of delivery: 5% of the value of the order per week of delay; or (ii) in all other cases: 2.5% of the value of the order per week of delay. 2.5. Customer will be deemed to have accepted the Goods as being in accordance with the Contract unless Customer notifies Company in writing of any defect or other failure of the Goods to conform with the Contract within 3 days of the date of delivery of the Goods. Failure to make a claim within said period shall constitute acceptance of the Goods by Customer and Customer shall not be entitled to reject the Goods and Company shall have no liability for such defect or failure, and Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. 2.6. Goods, once delivered, may not be returned unless their return is agreed in advance in writing by Company, and subject to the following conditions: (i) Goods are returned in a new and unused condition; (ii) any packaging remains unbroken and in reasonably good condition; (iii) returns are made within 2 weeks of delivery of those Goods, all transport and other re-delivery costs of whatever nature are paid by Customer; and

DELIVERY AND ACCEPTANCE OF GOODS. 2.1. 4.1 Unless otherwise agreed in writing by Company, the Company delivery of the Goods shall be Ex-Works Company’s factory (High Point, NC) on international orders and FOB (High Point, NC) on shipments within take place at the continental USAcustomers place of business. 2.2. Unless otherwise instructed, Company reserves the option to ship by its preferred option at Customer’s cost. Upon request, Company 4.2 The Customer will prepay freight for accounts with established credit and a service charge take delivery of the freight xxxx, will be added. Goods within 7 days of the Company will use commercially reasonable efforts to ship orders complete and on schedule, however, Company reserves giving it notice that the right to make partial shipments as Goods are readyready for delivery . 2.3. 4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate only and time for delivery shall not be made of the essenceessence by notice. If no dates are so specified, delivery will be within a reasonable time. . 4.4 Subject to the other provisions of these Conditions the Company shall will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods that is (even caused by a Force Majeure Event (as defined below) the Company's negligence). nor will any delay entitle the Customer to terminate or Customer's failure to provide rescind the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the GoodsContract unless such delay exceeds 90 days. 2.4. 4.5 If for any reason the Customer does not accept delivery of any of the Goods when they are ready for delivery delivery, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences, payments, licences or authorizations, authorisations then the Goods will be deemed to have been delivered on the date and time specified by Company as the time of deliverydelivered, risk shall pass passing to the Customer (including for loss or damage caused by the Company’s 's negligence) at such time and the Company shall may: (a) store the Goods until actual delivery takes place whereupon the Customer will be liable for all related costs and may charge expenses (including without limitation storage and insurance); or (b) sell the Goods at the best price readily obtainable and (after deduction all reasonable storage and selling expenses) account to the Customer for any excess over the costs price under the Contract or charge the Customer for any shortfall below the price under the Contract 4.6 The Customer will provide at its expense at the place of transfer delivery adequate and storage and/or appropriate equipment and manual labour for loading the following charges: (i) where Goods. 4.7 If the Company delivers to the Customer fails a quantity of Goods of up to notify 10% more or notifies less than the quantity accepted by the Company the Customer shall not be entitled to object to or reject the Goods or any of them by reason of the delay less than 72 hours prior surplus or shortfall and shall pay for such goods at the pro rata Contract rate 4.8 The Company shall be entitled at its discretion to make delivery of the Goods by instalments and to invoice the Customer for each Instalment despatched. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of anyone or more Instalments shall not entitle the Customer to treat the Contract as a whole as repudiated or to refuse to accept subsequent instalments 4.9 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary 4.10 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless written notice is given to the time of delivery: 5% Company within 7 days and oral notice by telephone to the Company within 48 hours of the value date when the Goods would in the ordinary course of events have been delivered 4.11 Any liability of the order per week of delay; or (ii) in all other cases: 2.5% Company for non delivery of the value of Goods shall be limited to replacing the order per week of delayGoods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods. 2.5. 4.12 Subject to Condition 4.13 the Customer will be deemed to have accepted the Goods as being in accordance with the Contract unless unless, within 14 days of the date of delivery of the Goods, the Customer notifies the Company in writing of any defect or other failure of the Goods to conform with the Contract within 3 days of the date of delivery of the Goods. Failure to make a claim within said period shall constitute acceptance which would be apparent upon reasonable inspection and testing of the Goods by Customer and Customer within 14 days (or within a reasonable time where the defect or failure would not be so apparent), falling which the customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, failure and the Customer shall be bound to pay the price as if If the Goods had been delivered in accordance with the Contract. 2.6. 4.13 Where the Company agrees to deliver the Goods at premises other than the Customers the Company shall have no liability for damage caused by the carrier or caused in transport or loading or unloading unless the Company is notified of that damage within 2 Working Days of delivery. 4.14 Goods, once delivered, delivered may not be returned returned, unless their return is agreed in advance in writing by the Company, and subject to the following conditions: (i: a) Goods are returned in a new and unused condition; (ii; b) any Any packaging remains unbroken and in reasonably good reasonable condition; (iii; c) returns Returns are made within 2 3 weeks of delivery of those Goods, ; all transport and other re-delivery costs of whatever nature are paid by the Customer; and; d) Payment by the customer to the Company of a restocking charge of 20% of the Nett invoice value of the relevant Goods; e) Returned goods shall be accompanied by a written record of invoice number, date and note of reasons for return.

DELIVERY AND ACCEPTANCE OF GOODS. 2.1. 4.1 Unless otherwise agreed in writing by Company, PANOPTECH delivery of the Goods shall be Ex-Works Companywill take place at PANOPTECH’s factory (High Point, NC) on international orders place of business in normal business hours and FOB (High Point, NC) on shipments the Customer will take delivery of the Goods within 7 days of PANOPTECH giving the continental USACustomer notice that the Goods are ready for collection. 2.2. Unless otherwise instructed, Company reserves the option to ship by its preferred option at Customer’s cost. Upon request, Company will prepay freight for accounts with established credit and a service charge of the freight xxxx, will be added. Company will use commercially reasonable efforts to ship orders complete and on schedule, however, Company reserves the right to make partial shipments as Goods are ready. 2.3. 4.2 Any dates specified by Company PANOPTECH for delivery of the Goods are intended to be an estimate only and time for delivery shall will not be of the essence. If no dates are so specified, delivery will be within a reasonable time. Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event (as defined below) or Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 2.4. 4.3 If for any reason the Customer does not accept delivery of any of the Goods when they are ready for delivery delivery, or Company PANOPTECH is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences, payments, licences or authorizations, authorisations then the Goods will be deemed to have been delivered on the date and time specified by Company as the time of deliverydelivered, risk shall pass passing to the Customer (including for loss or damage caused by CompanyPANOPTECH’s negligence) at such time and Company shall PANOPTECH may: (a) store the Goods until actual delivery takes place whereupon the Customer will be liable for all related costs and may expenses (including without limitation storage and insurance); or (b) sell the Goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Customer for any shortfall below the costs of transfer and storage and/or the following charges: (i) where Customer fails to notify or notifies Company of the delay less than 72 hours prior to the time of delivery: 5% of the value of the order per week of delay; or (ii) in all other cases: 2.5% of the value of the order per week of delayAgreement Charges. 2.5. 4.4 The Customer will be deemed to have accepted the Goods as being in accordance with the Contract unless Agreement unless: (a) within 14 days of the date of delivery of the Goods, the Customer notifies Company PANOPTECH in writing of any defect or other failure of the Goods to conform with the Contract Agreement (which would be apparent upon reasonable inspection and testing of the Goods within 3 14 days); or (b) the Customer notifies PANOPTECH in writing of any defect or other failure of the Goods to confirm with the Agreement within a reasonable time where the defect or failure would not be so apparent within 14 days of the date of delivery of delivery, failing which the Goods. Failure to make a claim within said period shall constitute acceptance of the Goods by Customer and Customer shall will not be entitled to reject the Goods and Company shall PANOPTECH will have no liability for such defect or failure, and the Customer shall will be bound to pay the price Charges as if the Goods had been delivered in accordance with the ContractAgreement. 2.6. 4.5 Goods, once delivered, may not be returned unless their return is agreed in advance in writing by CompanyPANOPTECH, and subject to the following conditions: : (ia) Goods are returned in a new and unused condition; ; (iib) any Any packaging remains unbroken and in reasonably good reasonable condition; ; (iiic) returns Returns are made within 2 3 weeks of delivery of those Goods, all transport and other re-delivery costs of whatever nature are paid by the Customer; (d) Payment by the Customer to PANOPTECH of a restocking charge of 20% of the net invoice value of the relevant Goods; and (e) Returned goods will be accompanied by a written record of invoice number, date and a note of reasons for their return. 4.6 PANOPTECH will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by PANOPTECH’s negligence), nor will any delay entitle the Customer to terminate or rescind the Agreement unless such delay exceeds 90 days. 4.7 PANOPTECH will only be liable for any non-delivery of Goods (even if caused by PANOPTECH’s negligence) if the Customer gives written notice to PANOPTECH within 7 days of the date when the Goods would, in the ordinary course of events, have been delivered. In this event, PANOPTECH’s liability for non- delivery of the Goods will be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Agreement rate against any invoice raised for such Goods.

DELIVERY AND ACCEPTANCE OF GOODS. 2.1. Unless otherwise agreed in writing by Company, delivery of the Goods shall be Ex-Works Company’s factory (High Point, NC) on international orders and FOB (High Point, NC) on shipments within the continental USA. 2.2. Unless otherwise instructed, Company reserves the option to ship by its preferred option at Customer’s cost. Upon request, Company will prepay freight for accounts with established credit and a service charge of the freight xxxxbill, will be added. Company will use commercially reasonable efforts to ship orders complete and on schedule, however, Company reserves the right to make partial shipments as Goods are ready. 2.3. Any dates specified by Company for delivery of the Goods are intended to be an estimate only and time for delivery shall not be of the essence. If no dates are so specified, delivery will be within a reasonable time. Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event (as defined below) or Customer's ’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 2.4. If for any reason Customer does not accept delivery of any of the Goods when they are ready for delivery or Company is unable to deliver the Goods on time because Customer has not provided appropriate instructions, documents, licences, payments, or authorizations, then the Goods will be deemed to have been delivered on the date and time specified by Company as the time of delivery, risk shall pass to Customer (including for loss or damage caused by Company’s negligence) at such time and Company shall store the Goods until delivery takes place and may charge Customer for the costs of transfer and storage and/or the following charges: : (i) where Customer fails to notify or notifies Company of the delay less than 72 hours prior to the time of delivery: 5% of the value of the order per week of delay; or (ii) in all other cases: 2.5% of the value of the order per week of delay. 2.5. Customer will be deemed to have accepted the Goods as being in accordance with the Contract unless Customer notifies Company in writing of any defect or other failure of the Goods to conform with the Contract within 3 days of the date of delivery of the Goods. Failure to make a claim within said period shall constitute acceptance of the Goods by Customer and Customer shall not be entitled to reject the Goods and Company shall have no liability for such defect or failure, and Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. 2.6. Goods, once delivered, may not be returned unless their return is agreed in advance in writing by Company, and subject to the following conditions: (i) Goods are returned in a new and unused condition; (ii) any packaging remains unbroken and in reasonably good condition; (iii) returns are made within 2 weeks of delivery of those Goods, all transport and other re-delivery costs of whatever nature are paid by Customer; andand (iv) returned goods shall be accompanied by a written record of invoice number, date and a description of reasons for their return. 2.7. In the event Goods are received that were damaged in transit, Customer should file a claim with the common carrier immediately and keep the original shipping box for inspection by the carrier. Claims for damage or shortage should be filed with the carrier within 5 days of delivery. All claims against Company for defects, errors, or shortages shall be otherwise made in accordance with these Terms.