Common use of Delivery and Acceptance Clause in Contracts

Delivery and Acceptance. 8.1 The Goods shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is agreed by the Company in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 5.1 The Services shall be performed at and the Goods shall be delivered to and the Services shall be performed at the Company's place of business business, or if some other place of delivery is agreed as notified by the Company in writing by delivery of the Goods or provision of the Services at that place writing, during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 5.2 The Services shall be performed or the Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Contractor or Supplier of a change in the required delivery date (giving the Contractor or Supplier as much notice of the revised delivery date as practicable) in which case the Contractor shall perform the Services or the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for the performance of the Services or the delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, 5.3 If the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing Services are not performed or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 5.3.1 terminate the Agreement in whole or in part without being liable to compensate the Contractor or Supplier for any losses arising as a result of such cancellation or to make any payment to the Contractor other than in respect of Services actually rendered or to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 5.3.2 refuse to accept any subsequent provision of the Services which the Contractor attempts to make or delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 5.3.3 recover from the Contractor or Supplier repayment of any Charges paid in advance in respect of the Services or Goods or any expenditure reasonably incurred by the Company in obtaining the Services or Goods or Services in substitution from another contractor or supplier; and 8.4.4 5.3.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Contractors failure to provide the Services or the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The Goods 4.1 Immediately prior to Delivery, Purchaser shall be delivered entitled to a final inspection of the Aircraft (the "Final Inspection") for the purposes of verifying that no Material Damage or Total Loss of the Aircraft has occurred since the issuance of the Inspection Notice. The Seller and the Services Purchaser shall be performed use all reasonable endeavours to procure that Delivery occurs on the Expected Delivery Date while the Aircraft is at the Company's place Delivery Location and at such time as the parties may reasonably agree, or as soon after the Expected Delivery Date as is reasonably possible and always subject to the terms and conditions of business or if some other place of delivery is agreed by this Agreement and in no event shall the Company in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be deliveredExpected Delivery Date extend beyond 04 July 2007. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing if Delivery does not occur on or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the Expected Delivery Date (and the parties have not agreed to amend such date to a later date) each party shall have the right and option to terminate this Agreement upon notice to the other, whereupon the Seller shall refund the Deposit (without any interest) to Purchaser and thereafter, this Agreement shall terminate and neither party shall have any further rights or obligations hereunder other than survival of the parties' respective obligations under Clause 14 hereof. Further, the provisions of Clause 4.4 shall not entitle the Seller to delay Delivery until the date after the Expected Delivery Date. 4.2 If the Aircraft, prior to the sale and Delivery thereof to Purchaser, suffers a Total Loss, Seller shall notify the Purchaser thereof as soon as practicable and refund the Deposit (without interest) to Purchaser. After receipt of such termination; 8.4.2 refuse to accept any subsequent delivery notice and refund of the Goods Deposit to Purchaser, this Agreement shall terminate and thereafter, neither party shall have any further rights or provision obligations (other than the parties’ respective obligations under Clause14) hereunder. 4.3 If, prior to Delivery, the Aircraft suffers any damage for which the costs of the repair exceeds $50,000.-, Seller will notify Purchaser thereof as soon as practicable (after having been notified by Lessee in respect thereof) and Purchaser may request the immediate evaluation of such damage by Fokker Services which the Supplier attempts B.V. in order to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods determine whether or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable not Material Damage to the Supplier's failure to deliver Aircraft has occurred. If it is determined by Fokker Services B.V. that Material Damage has occurred, then the Goods or provide the Services on the due date. 8.5 Any signature on behalf cost of the Company on evaluation shall be for the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements account of the Agreement or the relevant Order. The Company Seller, and Purchaser shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject either, proceed with sale and delivery hereunder (relying on the Goods and/or Services as though they had not been accepted for a reasonable time after Lessee to effect repair in accordance with the Lease) or, notify Seller of Purchaser’s termination of this Agreement, and upon receipt of Purchaser’s termination notice, Seller shall refund the Deposit (without interest) to Purchaser and upon such refund and notice by Purchaser of such termination, this Agreement shall terminate and thereafter, neither party shall have any latent defect in further rights or obligations (other than the Goods or Services has become apparentparties’ respective obligations under Clause 14) hereunder. If the Company does damage is determined not to be Material Damage, Purchaser, notwithstanding such damage, will accept and purchase the Goods and/or Services as conforming to Aircraft in accordance with the Agreement, terms hereunder and the relevant Order or any Specification, it may exercise any cost of the remedies evaluation by Fokker Services B.V. shall be for the account of the Purchaser. 4.4 The Seller shall not be liable for or be deemed to be in breach of this Agreement in respect of any delay or failure in tendering the Aircraft on the Expected Delivery Date if such delay or failure results from any occurrence that is beyond the reasonable control of the Seller. 4.5 On the Delivery Date, subject to satisfaction or explicit waiver of the conditions precedent set out in Condition 17Clauses 5 and 6, the Purchaser shall pay to the Seller the Purchase Price and upon receipt by the Seller of the Purchase Price, the Seller and the Purchaser shall execute and deliver to the other party, the Xxxx of Sale and the parties shall make the Lease Novation effective. Effective as and from the Delivery, the Seller hereby consents to the Purchaser's registering the sale of the Aircraft as and International Interest, as described and defined in the Cape Town Convention, to be validly registered with, and searchable at, the International Registry (including using all airframe model numbers noted herein in connection with such registration) and shall take such actions (including without limitation becoming (or causing its counsel) to become a "transaction user entity" with the International Registry and supplying its consent) as is reasonably required for such International Interest to be noted on the International Registry. 8.6 No Goods supplied or Services performed under 4.6 As between the Agreement earlier than Seller and the date for delivery set out in Purchaser, the Orderrisk of loss of, or in any delivery scheduledamage to, will be accepted or paid for unless the Company notifies Aircraft shall pass from the Supplier in writing of its intention Seller to accept the same. 8.7 The Supplier shall supply the Company on Purchaser upon delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for Xxxx of Sale by the Company Seller to accept delivery of the GoodsPurchaser. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must 4.7 The Aircraft to be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement sold hereunder shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 Purchaser "AS IS WHERE IS WITH ALL FAULTS" at the Delivery Location and SUBJECT TO EACH AND EVERY DISCLAIMER OF WARRANTY AND REPRESENTATION AS SET FORTH IN CLAUSE 10. Subject to the foregoing provisions of Clause 4 and the due fulfilment or explicit waiver of all the conditions precedent referred to in Clauses 5 and 6, the Purchaser shall unconditionally accept the Aircraft for all purposes hereunder at Delivery in the case condition in which it exists at Delivery and shall execute and deliver to Seller the countersigned Xxxx of damage Sale. Acceptance of the Aircraft by the Purchaser at Delivery and execution by the Purchaser of the Xxxx of Sale shall constitute an acknowledgement by the Purchaser that the Aircraft is in the condition required by the provisions of this Agreement. 4.8 As soon as practicable after Delivery, Seller shall procure that Lessor, at Purchaser’s risk, cost and expense, shall ship to a United States location to be specified by Purchaser, all Aircraft Documents not in the possession of the Lessee but in the possession of Lessor at time of Delivery. Seller shall reimburse Purchaser's reasonable costs and expenses of transportation in respect of such Goods in transit, the Company shall shipment within 30 days after Seller's receipt of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been deliveredPurchaser's supported invoice. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The Goods (a) Every endeavour will be made to effect delivery within the date specified but dates and periods for delivery are only estimates and as such do not form an essential part of the Contract. In no circumstances whatsoever shall the Buyer be entitled to recover loss of profits from sub‐sales or any special or consequential loss or damage whatsoever arising from or in connection with delay in delivery or non‐ delivery. (b) Delivery shall be delivered to and the Services shall be performed at the Company's place of business Seller’s premises unless otherwise stipulated or if some other place of delivery is agreed by the Company Seller. (c) Any subsequent request for amendment to design, quantity or specification or any suspension of work resulting from the Buyer's instruction, or lack of instruction is subject to acceptance by the Seller in writing by delivery and may result in a revision of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Companypreviously estimated delivery date. 8.2 The Goods (d) Where the Contract provides for the supply for goods by regular deliveries over a period, or by more than one single delivery, each such delivery shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining considered to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or separate contract and failure to make any payment delivery shall not terminate the contract as to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Orderdeliveries thereunder. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company Seller shall not be bound to pay deliver in any month more than the quantity specified, or if no monthly quantity is specified more than the pro rata amount of the total Contract quantity. (e) If the Buyer fails to take a delivery or collect at the time specified in the contract or notified by the Seller, or the buyer has not provided appropriate instructions, documents, licenses or authorisations the goods shall be deemed delivered and the Seller (without prejudice to its other rights) shall be entitled to invoice the value thereof to the Buyer for settlement in accordance with Condition 4 hereof. (f) The Seller may store the goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses including storage and insurance. (f) Where the Buyer has given no specific delivery instructions, the Seller shall not be bound to deliver until such instructions have been received, and if at the expiry of seven days after advising the Buyer that the goods are ready for delivery such instructions have not been received, the Seller shall be entitled to invoice the goods as at that date, and if the Buyer has not issued delivery instructions within one calendar month of the date of such invoice the Seller shall be entitled to charge the Buyer for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expensestorage of such goods. 8.11 The Supplier shall(g) Goods delivered shall be examined carefully by the Buyer and, free of charge if damaged or short‐delivered, the Seller must be notified in writing within 3 days, and within 30 days from in default no claim may be made by the giving of notice as provided belowBuyer for damage or short‐delivery. (h) When the Seller undertakes delivery to the Buyer's address, either repair or replace (as the Company shall elect) such no claim for non‐delivery of the Goods as may either goods shall be damaged in transit or having been placed in transit, fail to be delivered to made against the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give Seller unless notice in writing of non‐delivery is given to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch Seller within 10 days of the notified date of delivery) give notice invoice or of the advice of despatch, whichever is the earlier, and any claim on consequence of such non‐delivery must be made to the Supplier that Seller within 21 days of the Goods have not been delivereddate of invoice or of the date of advice of despatch (whichever is the earlier). 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The Goods If a delivery deadline has not been determined upon conclusion of a transaction, the goods shall be deemed as having to be delivered to promptly, i.e. fulfilment may be demanded after the expiry of a reasonable period of time necessary for manufacturing the yarn and the Services shall may be performed rendered at the Company's place of business or if some other place of any time. If a delivery is determined to take place in instalments within a specified period, unless agreed by otherwise, the Company delivery and acceptance must take place for approximately the same quantities each month. If delivery was agreed to take place in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Orderinstalments without stating a final date, unless the Company notifies parties have agreed otherwise, delivery and acceptance shall take place with approximately equal quantities each month within six months from the Supplier of a change in date on which the required delivery date (giving agreement was concluded. This shall also apply to purchases on call. With the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of yarns, technically unavoidable differences in quantity (which may at most fall within the Goods or performance of the Services following tolerances) shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed admissible and which shows, inter alia, the order number, date of order, number of packages and contents and, in may not be protested: In the case of part deliverywoolen yarn, semi-worsted and corresponding open- end yarns: up to ± 5% with an order quantity of 1000 kg and above up to ± 10% with an order quantity of below 1000 kg. In the outstanding balance remaining case of tufting yarns the number of reels can deviate by up to + 1.5% from the prescribed number of reels. Excess numbers of reels can be jointly supplied as cones to replace finished cones. Regarding the reel run length for tufting yarns, a tolerance of ± 3% is permitted. In the case of other yarns: up to + 5% with natural yarns, up to + 10% for bleached, dyed and special yarns based on the quantity to be delivered. For The seller's delivery obligation shall be fulfilled when the avoidance seller makes the yarn available to the buyer by the last day of doubtthe delivery period ‘ex spinning works' and/or 'ex-stock'. If two or more contracts exist, the Supplier seller shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject deliver the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect oldest one first in the Goods or Services has become apparentfull. If the Company does seller has not accept fulfilled its obligation to deliver or the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of buyer has not fulfilled its intention obligation to accept the same. 8.7 The Supplier goods, a grace period of 4 weeks shall supply first be granted. After the Company on delivery unsuccessful expiry of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalmentsthis period, the Agreement provisions of civil and commercial law shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiatedapply. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 4.1 The Goods Delivery Date, as stated on the Order, is binding upon the Supplier unless otherwise agreed to in writing by the Purchaser. 4.2 The Services and/or Materials shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is agreed Delivery Address by the Company in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised relevant Delivery Date during the Purchaser's usual business hours and off- loaded by the Supplier unless the Purchaser requests otherwise. 4.3 No consignment of Materials shall be deemed to have been delivered unless a delivery date. note has been signed by a duly authorised representative of the Purchaser. 4.4 Time for of delivery of the Goods or performance of the Services shall be and/or Materials is of the essence of the this Agreement. 8.3 4.5 The Supplier shall ensure that each supply the Purchaser in good time with any instructions or other information required enabling the Purchaser to accept delivery of Goods is accompanied the Services and/or the Materials. 4.6 If a Delivery Date cannot be met by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubtSupplier, the Supplier shall only be permitted promptly notify the Purchaser of the earliest possible date for delivery. Notwithstanding such notice, and unless a substitute delivery date for the Services and/or Materials has been expressly agreed by the Purchaser in writing, the Supplier's failure to deliver in part where effect delivery of the Company has confirmed in writing or Services and/or Materials on the Order Form that it is willing to accept delivery in part. 8.4 If Delivery Date shall entitle the Goods are not delivered or the Services are not performed on the due date thenPurchaser, without prejudice to any other rights which remedy it may have, the Company reserves the right have to: 8.4.1 terminate 4.6.1 deduct from the Price or (if the Purchaser has paid the Price) to claim from the Supplier by way of liquidated damages for delay 2 per cent of the price for every week's or part week's delay, up to a maximum of 15 per cent of the Price; and/or 4.6.2 cancel the Agreement in whole or in part without being liable to compensate part, whereupon if requested by the Purchaser the Supplier for shall refund any losses arising as a result part of such cancellation or to make any payment to the Supplier other than Price which has been paid in respect of Goods actually delivered or such Services actually rendered to and/or Materials and the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery Purchaser shall, on receipt of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Companyrefund, at the Supplier's risk and expense., return any Materials already supplied under the Agreement; and/or 8.9 Where more than one item of Goods 4.6.3 (where delivery is involved in the Order and the Company agrees to accept delivery by instalments) cancel that instalment and (at the Purchaser's option) purchase substitute Services and/or Materials elsewhere; and in each case in paragraphs 4.6.1, 4.6.2 and 4.6.3 inclusive recover from the Supplier any costs and liabilities incurred by the Purchaser (including, without limitation, the Agreement shall be construed as a separate contract in respect costs of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiatedreplacement Services and/or Materials). 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The 11.1 Subject to and without limitation or prejudice to Clause 11.2, Xxxx Xxxxx shall not be deemed to have accepted any Goods shall be until Xxxx Xxxxx has issued a notice in writing confirming its acceptance of such Goods. 11.2 If any Goods delivered to Xxxx Xxxxx do not comply with Clause 10.1, or any other terms of this Agreement, then, without limiting its other rights or remedies, Xxxx Xxxxx shall have one or more of the following rights, whether or not it has accepted the Goods and/or Services: (a) in respect of the Goods, reject the Goods (in whole or in part) whether or not title has passed and to require the Services shall be performed Supplier to remove and replace the rejected Goods at the CompanySupplier's place risk and expense within five days of business being requested to do so or within such shorter time as Xxxx Xxxxx may specify; (b) in respect of the Goods, require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the rejected Goods (if some other place paid); (c) in respect of delivery the Services, at the Supplier’s expense, require the Supplier to carry out any additional work as is agreed necessary to correct the Supplier’s failure to provide the Services; (d) recover from the Supplier any expenditure incurred by Xxxx Xxxxx in obtaining substitute goods and/or services from a third party; and (e) claim damages for any costs, expenses or losses resulting from the Company in writing by Supplier's delivery of the Goods or provision Services that are not in conformity with the terms of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Companythis Agreement. 8.2 11.3 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform Services in accordance with the Services on or terms of this Agreement and to the address set out in the Commercial Terms, unless otherwise advised in writing by the revised delivery date. Time for delivery an authorised representative of the Goods or performance of the Services shall be of the essence of the AgreementXxxx Xxxxx. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 11.4 If the Goods and/or Services are not delivered or performed by the Services are not performed on the due date applicable date, then, without prejudice to any limiting its other rights which it may haveor remedies, Xxxx Xxxxx shall have one or more of the Company reserves the right tofollowing rights: 8.4.1 terminate the Agreement (a) where Xxxx Xxxxx has paid in whole or in part without being liable to compensate the Supplier advance for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of Services that have not been provided or delivered by the Services which Supplier, have such sums refunded by the Supplier attempts to makeSupplier; 8.4.3 (b) in relation to Goods, refuse to take any subsequent attempted delivery of such Goods; (c) obtain substitute goods and/or services as applicable from another supplier and recover from the Supplier any expenditure costs and expenses reasonably incurred by the Company Xxxx Xxxxx in obtaining the Goods or Services in substitution from another suppliersuch substitute goods and/or services; and 8.4.4 (d) claim damages for any reasonable additional costs, loss or expenses incurred by the Company Xxxx Xxxxx which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due datemeet such obligations. 8.5 Any signature on behalf 11.5 The rights and remedies of the Company on parties in connection with this Agreement are cumulative and, except as expressly stated in this Agreement, are not exclusive of any other rights or remedies provided by this Agreement, law, equity or otherwise. For the delivery note is not evidence that avoidance of doubt, Xxxx Xxxxx' rights and remedies under this Clause 11 are in addition to the correct number or type rights and remedies implied into this Agreement by the Sale of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17Act 1979. 8.6 No Goods supplied or Services performed under the 11.6 Except as expressly stated in this Agreement earlier than the date for delivery set out in the Order, (or in any delivery schedule, will be accepted law or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 equity in the case of damage rights and remedies provided by law or equity) any right or remedy may be exercised wholly or partially from time to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been deliveredtime. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The Goods shall 7.1 Save as otherwise set out in this Agreement, no order for any Products, Software or Services arising under this Agreement which has been accepted by Xalient may be delivered to and cancelled by the Services shall be performed at the Company's place of business or if some other place of delivery is Customer unless otherwise agreed by Xalient. Such agreement to cancel an order will always be subject to the Company in writing Customer agreeing to reimburse Xalient for all Losses incurred by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising Xalient as a result of such cancellation cancellation. 7.2 Xalient shall use reasonable endeavours to deliver the Products, Software or to make Services under this Agreement within the estimated time provided, but time shall not be of the essence. If, for any payment reason, Xalient is unable meet any time specified for delivery it shall notify the Customer as soon as reasonably practicable, together with the anticipated revised delivery date. 7.3 Risk in the Products and Software (if applicable) shall pass to the Supplier other than in respect of Goods actually delivered or Services actually rendered Customer on delivery. Subject to any relevant Third Party Agreement, title to the Company prior Products shall not pass to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of Customer until Xalient receives payment in full for the Goods Products. As a consequence, the Customer shall not pledge or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable charge by way of security for any indebtedness any of the Products. Xalient may also require the Customer to sign a deferred payment agreement. 7.4 Until title to the Supplier's failure Products has passed to deliver the Goods Customer or provide as otherwise required under any Third Party Agreements, the Services Customer shall not remove, deface or obscure any identifying mark or packaging on or relating to those Products, as well as maintain those Products in satisfactory condition and insure and keep insured the Products on the due dateXalient's behalf against all the risks for which a prudent trader would insure his own property of the same type with a reputable insurer that is reasonably acceptable to Xalient. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. 7.5 The Company Customer shall not be responsible for promptly inspecting all Products and Deliverables (including Software) and shall be deemed to have accepted the Goods relevant Product and Deliverable (including Software) (including any shipment errors) unless Xalient receives the Customer's written rejection with a sufficiently detailed explanation for such rejection within 7 days of delivery. If the Customer rejects the relevant Product or Services Deliverable (including Software), it shall promptly return the Products to the Customer and shall retain all risk for any loss or damage to such Products until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of Products have been received by Xalient. For clarity, the Goods or Services within that time. The Company Customer shall also only have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods Product or Services has become apparent. If the Company Deliverable (including Software) where it does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 materially comply with the Company's requirements relating to access to relevant specification and use and security ofdocumentation (as provided by Xalient or the third party manufacturer, as the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installationcase may be).

Delivery and Acceptance. 8.1 5.1 The Goods shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is agreed by the Company in writing by delivery of the Goods or provision performance of the Services shall take place at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed address by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified stated in the Order PO or if no such period is specified then within 28 days subsequent written notice, in either case during the Company’s usual business hours. 5.2 The time of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or and of performance of the Services shall be is of the essence of this Agreement. The stipulated time for delivery/performance shall be strictly adhered to. Without prejudice to the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining Supplier’s obligation to be delivered. For the avoidance of doubtdeliver/perform on time, the Supplier shall only be permitted to deliver in part where give the Company has confirmed notice in writing or on the Order Form that it immediately if any delay is willing to accept delivery in partforeseen. 8.4 5.3 If the Goods are not delivered to be delivered, or the Services are to be performed by installments, this Agreement will be treated as a single contract and not performed on severable. 5.4 The Supplier shall bear all taxes, duties, and charges including packaging, transportation and insurance, and all costs and expenses involved in the due date thenimportation of the Goods. The Supplier shall arrange and bear the responsibility for and the cost of prompt unloading, without prejudice stacking, packing, crating and storing of the Goods. 5.5 The Goods shall be marked in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to any other rights which it may have, the reach their destination in an undamaged condition. 5.6 The Company reserves shall have the right to: 8.4.1 terminate to reject any Goods and/or Services which are not in accordance with this Agreement, in which event the Agreement in whole or in part without being liable to compensate liabilities under Clause 8 shall apply. Any return of the Supplier for any losses arising as a result of such cancellation or to make any payment Goods and/or Services to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which shall be arranged by the Supplier attempts to make; 8.4.3 recover from and at the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the S Supplier's failure to deliver the Goods or provide the Services on the due date’s expense. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. 5.7 The Company shall not be deemed to have accepted the Goods or and/or Services until it the Company has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services or, if later, within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 5.8 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound obliged to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing return to the Supplier that any packaging or packing material for the Goods, whether or not any Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with are accepted by the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The Goods shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is 2.1 Unless otherwise agreed by the Company in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The PO, Supplier shall off-load the Goods shall, at its own risk expense, deliver the Goods during a Working Day, properly packed and secured to the place specified in the PO or such other location as directed may subsequently be advised in writing by the Company. 8.2 The Company to Supplier. All Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or performance of the Services relevant Completion Dates, and time shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining relation to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless 2.2 Supplier shall supply Company in good time with any instruction or other information required to enable Company to take delivery of the Goods. 2.3 Company shall accept Goods immediately after Supplier has demonstrated to Company’s satisfaction that the Goods (i) comply with the PO pursuant to which they are supplied; (ii) comply with the relevant Agreement; and (iii) are in accordance with the Specification, and “Acceptance” shall be construed accordingly for the purposes of this Schedule 1. 2.4 Company may reject any Goods delivered earlier or later than the relevant Completion Date, unless previously agreed in writing by the Parties provided that Company shall use its reasonable endeavours to accommodate deliveries effected prior to the relevant Completion Date. 2.5 If the Goods (or any parts of them) are not delivered by the relevant Completion Date, Company may terminate in whole or in part the relevant Agreement without cost or liability. Prior to exercising such right of termination, the Company expressly agrees otherwise in writing, containers shall provide the Supplier with 5 Working Days notice of its intention to exercise such right of termination and packing must be supplied free but will be returned to the Supplier, if required by written notice from allow the Supplier to the Company, at the Supplier's risk and expense. 8.9 expedite delivery. Where more than one item of Goods is involved Company exercises this option for termination: (a) Supplier shall refund to Company in the Order and the full any payments made by Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract Supplier in respect of each instalment. Nevertheless failure such Goods; (b) no further payment will be due from Company in respect of such Goods; (c) following receipt of payment in full of all monies due to deliver any instalment it in relation to the Goods in respect of which an Agreement has been terminated (whether in whole or in part) Company shall entitle the Company make such Goods available for collection by Supplier and Supplier shall collect such Goods at its option own expense within 5 Working Days of the payment, and if Supplier fails to treat collect within this period, Company may dispose of such Goods in its absolute discretion without notice or liability to Supplier; (d) title in the Agreement as repudiatedGoods will revert to Supplier following receipt by Company from Supplier of payment in full of the refund due to Company; and (e) risk in the Goods shall revert immediately to Supplier. 8.10 If the Goods are delivered 2.6 Supplier undertakes at its own expense to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as at the Company shall electoption of Company) such of the Goods as may either be lost or damaged in transit or having been placed in transit, fail and Acceptance will not be deemed to be have taken place until replacement or repaired items have been delivered to the Company provided that: 8.11.1 in the case satisfaction of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been deliveredCompany. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 5.1 The Services shall be performed at and the Goods shall be delivered to and the Services shall be performed at the CompanyCharity's place of business business, or if some other place of delivery is agreed as notified by the Company Charity in writing by delivery of the Goods or provision of the Services at that place writing, during the CompanyCharity's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 5.2 The Services shall be performed or the Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company Charity notifies the Contractor or Supplier of a change in the required delivery date (giving the Contractor or Supplier as much notice of the revised delivery date as practicable) in which case the Contractor shall perform the Services or the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for the performance of the Services or the delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, 5.3 If the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing Services are not performed or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company Charity reserves the right to: 8.4.1 5.3.1 terminate the Agreement in whole or in part without being liable to compensate the Contractor or Supplier for any losses arising as a result of such cancellation or to make any payment to the Contractor other than in respect of Services actually rendered or to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company Charity prior to the date of such termination; 8.4.2 5.3.2 refuse to accept any subsequent provision of the Services which the Contractor attempts to make or delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 5.3.3 recover from the Contractor or Supplier repayment of any Charges paid in advance in respect of the Services or Goods or any expenditure reasonably incurred by the Company Charity in obtaining the Services or Goods or Services in substitution from another contractor or supplier; and 8.4.4 5.3.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company Charity which are in any way attributable to the Contractors failure to provide the Services or the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The Goods shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is 3.1 Unless otherwise agreed by the Company in writing by BontexGeo, the dates and times of delivery or performance in the Contract are binding on the seller and must be strictly observed. The time or time of delivery or execution is an essential condition of the Contract. The seller is liable for any delay in the delivery or execution, except for a delay caused by force majeure (as defined in point 11), and the seller shall give BontexGeo appropriate instructions in connection with the delivery and execution of the goods or services. 3.2 Unless otherwise agreed in writing by BontexGeo, the goods are delivered DDP (Delivered Duty Paid, Incoterms 2010) at the destination stated in the Contract. 3.3 Partial delivery of goods or partial performance of services is only permitted if this is accepted in writing by BontexGeo. 3.4 If the Goods seller cannot comply with a delivery or provision execution date, the seller must immediately notify BontexGeo of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date earliest possible delivery or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery execution date. Time Unless BontexGeo accepts a modified delivery and execution date for delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed goods and which shows, inter aliaservices in writing, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplierseller's failure to deliver the Goods goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company services on the delivery note is not evidence and execution date timely gives BontexGeo the right to (1) deduct from the prize (if BontexGeo has paid the price) or to claim from the seller compensation for delay, one (1) percent of the total Contract Price for each commenced calendar week, up to a maximum of fifteen (15) percent of the total Contract Price, and/or (2) to unilaterally terminate the Contract, after which the seller will repay any part of the Contract Price that the correct number or type of Goods has been paid in respect of these goods or services, and where BontexGeo has the right to return, at the expense of the seller, all goods have already been delivered under the Contract; and/or (3) to unilaterally terminate the Contract and (at the choice of BontexGeo) to purchase replacement goods or that services elsewhere; and (4) claim compensation from each of items (1), (2) and (i3) from the Goods supplied are seller for all direct, foreseeable indirect and/or consequential damages, costs and claims of any kind whatsoever, including in good condition the case of points (2) and (3) without limitation, the cost of replacing or otherwise meet returning the goods or services. 3.5 Upon delivery of the goods and/or the completion of the services, the seller will invite BontexGeo to inspect and check whether the goods and/or services have been performed in accordance with the requirements of the Agreement Contract and/or have visible defects. Provided that such invitation to inspect and control has been received, BontexGeo will inform the seller of any non-conformities and/or visible defects that have come to light within a period of thirty (30) days of receipt thereof. through the usual and reasonable control and inspection methods of BontexGeo. If BontexGeo establishes a non-conformity and / or visible defect, no acceptance of the relevant Ordergoods and / or services will take place. The Company signing of a proof of delivery, proof of completion, signing a performance sheet, the payment of a final invoice, the transfer of ownership or user right over the goods and/or the use of the services shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection considered as acceptance of the Goods or Services within that time. The Company shall also have the right to reject the Goods delivered goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17services. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The Goods shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is agreed by the Company in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 8.5.1 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 8.5.2 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The Goods shall be delivered 7.1 Subject to and the Services shall be performed at the Company's place of business without limitation or if some other place of delivery is agreed by the Company in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may haveParagraph 8.2, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company Astley shall not be deemed to have accepted the Goods or any Services until it Xxxxxx has had confirmed both the receipt and acceptance of such Services from the Subcontractor. Such confirmation being either a reasonable time to inspect them following delivery signed Acceptance Note completed by the relevant authorised representative of Astley or any other specific ‘Sign–off’ Procedure applicable and has not notified the Supplier of its rejection required by Xxxxxx at that time, including providing Astley with a written or electronic record of the Goods same. 7.2 If any Services delivered to Astley do not comply with Paragraph 6.1, or any other terms of this Agreement, then, without limiting any other right or remedy that Astley may have, Xxxxxx may reject those Services and: (a) require the Subcontractor to rectify or carry out again the rejected Services at the Subcontractor's risk and expense within that time. The Company shall also have five (5) business days of being requested to do so or within such shorter time as Astley may specify; or (b) require the right Subcontractor to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect compensate Astley in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming an amount equal to the price paid or payable regarding the rejected Services; and (c) claim consequential and any other damages for any other costs, expenses or losses resulting from the Subcontractor's delivery of Services which are not in conformity with the terms of this Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or 7.3 The Subcontractor shall deliver the Services performed under in accordance with the terms of this Agreement earlier than and to the date for delivery address set out in the OrderPurchase Order or specific Works instruction, unless otherwise advised in writing by an authorised representative of Astley. Time shall be of the essence for delivery of all Services and for the performance by the Subcontractor of its other obligations under this Agreement. If the Services are not delivered in accordance with the details set out in the Purchase Order or specific Works Instruction then, without limiting any other right or remedy Astley may have under this Agreement in law or in equity, Astley may at their option: (a) in relation to the required Services, refuse to take any subsequent attempted delivery schedule, will be accepted or paid for unless of such Services; and (b) obtain substitute Services as applicable from another subcontractor and recover from the Company notifies the Supplier Subcontractor any costs and expenses reasonably incurred by Xxxxxx in writing of its intention to accept the sameobtaining such substitute Services. 8.7 7.4 The Supplier shall supply the Company on delivery rights and remedies of the Goods parties in connection with full and clear operatingthis Agreement are cumulative and, storageexcept as expressly stated in this Agreement, handling and safety instructionsare not exclusive of any other rights or remedies provided by this Agreement, warning notices clearly displayed and other information law, equity or otherwise. Except as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise stated in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved this Agreement (or in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract law or in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 equity in the case of damage rights and remedies provided by law or equity) any right or remedy may be exercised wholly or partially from time to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been deliveredtime. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 a. The Goods Vessel shall be delivered by Builder to Owner, afloat and in the Services water, at Gary, Indiana. Upon arrival at Gary, the Vessel shall be performed at the Company's place of business or inspected by Builder and Owner to determine if some other place of delivery is agreed by the Company in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified there are any defects in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising Vessel as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to delivery voyage from the Company prior to the date Builder's shipyard. Within five (5) days of such termination;inspection Owner shall notify Builder in writing of any defects caused by the delivery voyage, setting forth the nature and character of the defect in sufficient detail to fully apprise Builder of same. Builder shall proceed to resolve the defect as soon as practicable and, in any event, within five (5) business days unless prevented therefrom by a "Force Majeure" event. If there is any dispute regarding a complaint that cannot be resolved and settled by the parties, then such complaint or dispute shall be settled by arbitration in the manner provided for in Article 30 below. 8.4.2 refuse b. When the defects, if any, are resolved, Builder will give Owner written notification that the Vessel is delivered and ready for acceptance by Owner. Owner shall have five (5) days after receipt of the written notice of delivery within which to accept any subsequent delivery of or reject said Vessel in accordance with the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services provisions hereof. Failure on the due date. 8.5 Any signature on behalf part of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed Owner to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier provide Builder with written notice of its rejection of the Goods or Services Vessel within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time five (5) days after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any receipt of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for written notice of delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on constitute conclusive constructive acceptance and delivery of said Vessel in accordance with the Goods with full provisions hereof. At the time of acceptance of the Vessel, Builder shall execute and deliver to Owner a Builder's Certificate (CG-1261) and Xxxx of Sale (CG 1340) warranting that the Vessel is free and clear operatingof all liens and encumbrances, storageexcept as to Owner Furnished Equipment and Owner shall pay all monies due by reason of this Contract, handling and safety instructionsexcept the $50,000 hold back contemplated by Article 7a(12) above; provided, warning notices clearly displayed and other information as may be necessary for their proper usehowever, maintenance and repair for the Company that delivery or constructive delivery to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company Owner shall not be bound evidenced or taken to pay mean that all monies due under this Contract have been so paid in full. Upon the receipt of a COI from the USCG for the excess Vessel and any excess will the final acceptance of the Vessel by Owner, Builder shall be relieved of all liability and will remain at responsibility hereunder except for the Supplier's risk obligations of Builder under Articles 6, 12, 13, 17, 20, 23 and will be returnable at the Supplier's expense30 of this Contract. 8.11 The Supplier shallc. When Builder gives Owner notice of delivery, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following event any such assembly complaint or installation, restore the Company’s premises on which it has been installing the Goods dispute as to the condition they were of the Vessel cannot be resolved and settled by the parties, then such complaint or dispute shall be settled by arbitration in before it commenced such installationthe manner provided for in Article 30 of this Contract.

Delivery and Acceptance. 8.1 The Goods shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is 3.1 Unless otherwise agreed by the Company in writing by XxxxxxXxx, the dates and times of delivery or performance in the Contract are binding on the seller and must be strictly observed. The time or time of delivery or execution is an essential condition of the Contract. The seller is liable for any delay in the delivery or execution, except for a delay caused by force majeure (as defined in point 11), and the seller shall give BontexGeo appropriate instructions in connection with the delivery and execution of the goods or services. 3.2 Unless otherwise agreed in writing by BontexGeo, the goods are delivered DDP (Delivered Duty Paid, Incoterms 2010) at the destination stated in the Contract. 3.3 Partial delivery of goods or partial performance of services is only permitted if this is accepted in writing by BontexGeo. 3.4 If the Goods seller cannot comply with a delivery or provision execution date, the seller must immediately notify BontexGeo of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date earliest possible delivery or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery execution date. Time Unless BontexGeo accepts a modified delivery and execution date for delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed goods and which shows, inter aliaservices in writing, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplierseller's failure to deliver the Goods goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company services on the delivery note is not evidence and execution date timely gives BontexGeo the right to (1) deduct from the prize (if BontexGeo has paid the price) or to claim from the seller compensation for delay, one (1) percent of the total Contract Price for each commenced calendar week, up to a maximum of fifteen (15) percent of the total Contract Price, and/or (2) to unilaterally terminate the Contract, after which the seller will repay any part of the Contract Price that the correct number or type of Goods has been paid in respect of these goods or services, and where BontexGeo has the right to return, at the expense of the seller, all goods have already been delivered under the Contract; and/or (3) to unilaterally terminate the Contract and (at the choice of BontexGeo) to purchase replacement goods or that services elsewhere; and (4) claim compensation from each of items (1), (2) and (i3) from the Goods supplied are seller for all direct, foreseeable indirect and/or consequential damages, costs and claims of any kind whatsoever, including in good condition the case of points (2) and (3) without limitation, the cost of replacing or otherwise meet returning the goods or services. 3.5 Upon delivery of the goods and/or the completion of the services, the seller will invite XxxxxxXxx to inspect and check whether the goods and/or services have been performed in accordance with the requirements of the Agreement Contract and/or have visible defects. Provided that such invitation to inspect and control has been received, BontexGeo will inform the seller of any non-conformities and/or visible defects that have come to light within a period of thirty (30) days of receipt thereof. through the usual and reasonable control and inspection methods of BontexGeo. If BontexGeo establishes a non-conformity and / or visible defect, no acceptance of the relevant Ordergoods and / or services will take place. The Company signing of a proof of delivery, proof of completion, signing a performance sheet, the payment of a final invoice, the transfer of ownership or user right over the goods and/or the use of the services shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection considered as acceptance of the Goods or Services within that time. The Company shall also have the right to reject the Goods delivered goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17services. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The Goods shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is 4.1 Unless agreed by the Company otherwise in writing by XXX, the Supplier must supply and deliver or perform the Goods, Services and Deliverables to achieve Acceptance by the relevant Delivery Date and must ensure that the delivery of Goods or supply of Services causes as little disruption as possible to XXX’s business activities. 4.2 A Delivery Date may be amended or extended by ASH pursuant to clause 5. 4.3 The Supplier must: (a) liaise with ASH prior to each Delivery Date to confirm the arrangements for each delivery or performance of the Goods, Services and Deliverables; (b) label the Goods and Deliverables as directed by XXX; (c) store the Goods and Deliverables until the date and time arranged with ASH for each delivery of the Goods or provision of and Deliverables; (d) at the Services at that place during the Company's normal office hours. The Supplier shall off-load Supplier’s cost, supply and deliver the Goods at its own risk and Deliverables packaged as directed reasonably required by ASH; and (e) deliver the Company. 8.2 The Goods shall be delivered and/or and Deliverables to the Services shall be performed Delivery Address on the date or within and at the period specified time stated in the Purchase Order or if no such period is specified then within 28 days of arranged with XXX. 4.4 ASH may inspect all work related to the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods manufacture and/or perform the Services on or by the revised delivery date. Time for delivery supply of the Goods or performance and Deliverables, and no such inspection will affect the obligations of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining with respect to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision Deliverables. 4.5 Inspection and testing must be conducted to the satisfaction of the Services which the Supplier attempts ASH, otherwise ASH will be entitled to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining reject the Goods or and Deliverables. The Goods and Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable must be performed to the Supplier's failure to deliver the Goods or provide the Services on the due datesatisfaction of ASH. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed 4.6 Subject to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the XXX's right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect and Deliverables, property in and title to the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming and Deliverables passes to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on ASH upon delivery of the Goods with full and clear operatingDeliverables but risk in the Goods and Deliverables does not pass to ASH until Acceptance. Signature by or on behalf of ASH will not constitute Acceptance. Where the Goods or Deliverables are destroyed or damaged prior to delivery or Acceptance, storage, handling ASH may terminate the Agreement and safety instructions, warning notices clearly displayed recover any Fees and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned money paid to the Supplier, if required by written notice from . 4.7 Any Acceptance or payment of some or all of the Fees does not in any way: (a) alter the Supplier’s obligations under the Agreement; or (b) affect XXX’s rights to claim for any loss it may suffer because of the Supplier’s breach of warranty or failure to fulfil any of its other obligations under the Agreement. 4.8 At the time of each delivery the Supplier to must provide ASH with a delivery docket in duplicate setting out the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such details of the Goods as may either be damaged in transit or having been placed in transit, fail to be and Deliverables delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to for signature by XXX and the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been deliveredmust retain one copy so signed. 8.12 If the Goods require assembly and installation, the 4.9 The Supplier shall: 8.12.1 carry out such must not impede or interfere with any work in accordance with Condition 2.4 above;progress at the Delivery Address. 8.12.2 comply with 4.10 The Supplier must not register any encumbrance or security interest against ASH on the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installationPersonal Property Securities Register.

Delivery and Acceptance. 8.1 The Goods shall be delivered Subject to and the Services without limitation or prejudice to Paragraph 8.2, Xxxx Xxxxx shall not be performed at the Company's place of business or if some other place of delivery is agreed by the Company deemed to have accepted any Goods until Xxxx Xxxxx has issued a notice in writing by delivery confirming its acceptance of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Companysuch Goods. 8.2 The If any Goods shall be delivered and/or to Xxxx Xxxxx do not comply with Paragraph 7.1, or any other terms of this Agreement, then, without limiting any other right or remedy that Xxxx Xxxxx may have, Xxxx Xxxxx may reject those Goods and: (a) require the Services shall be performed on Supplier to remove and replace the date rejected Goods at the Supplier's risk and expense within five (5) business days of being requested to do so or within such shorter time as Xxxx Xxxxx may specify; or (b) require the period specified Supplier to compensate Xxxx Xxxxx in an amount equal to the Order price paid or if no such period is specified then within 28 days payable of the Orderrejected Goods; and (c) claim damages for any other costs, unless expenses or losses resulting from the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for Supplier's delivery of Goods that are not in conformity with the Goods or performance terms of the Services shall be of the essence of the this Agreement. 8.3 The Supplier shall ensure that each deliver the Goods in accordance with the terms of this Agreement and to the address set out in Schedule 1, unless otherwise advised in writing by an authorised representative of Xxxx Xxxxx. Time shall be of the essence for delivery of all Goods is accompanied and for the performance by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 of its other obligations under this Agreement. If the Goods and Services are not delivered or performed in accordance with the Services are not performed on the due date details set out in Schedule 1, then, without prejudice to limiting any other rights which it right or remedy Xxxx Xxxxx may havehave under this Agreement in law or in equity, the Company reserves the right toXxxx Xxxxx may at its option: 8.4.1 terminate the Agreement (a) in whole or in part without being liable relation to compensate the Supplier for Goods, refuse to take any losses arising as a result subsequent attempted delivery of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination;Goods; and 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 (b) obtain substitute goods and/or services as applicable from another supplier and recover from the Supplier any expenditure costs and expenses reasonably incurred by the Company Xxxx Xxxxx in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due datesuch substitute goods and/or services. 8.5 Any signature on behalf 8.4 The rights and remedies of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied parties in connection with this Agreement are cumulative and, except as expressly stated in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the this Agreement, the relevant Order are not exclusive of any other rights or any Specificationremedies provided by this Agreement, it may exercise any of the remedies set out law, equity or otherwise. Except as expressly stated in Condition 17. 8.6 No Goods supplied or Services performed under the this Agreement earlier than the date for delivery set out in the Order, (or in any delivery schedule, will be accepted law or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 equity in the case of damage rights and remedies provided by law or equity) any right or remedy may be exercised wholly or partially from time to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been deliveredtime. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The Goods shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is agreed by the Company in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 [14] days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 1716. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier Seller in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice for each shipment from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver delivery any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. Container deliveries may vary individual product quantities by 15% subject to providing 10 day prior notice. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 21 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 2.3 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and; 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 (a) The Goods Products shall be delivered F.A.F. Seller’s facility or F.O.B., to a common carrier at Seller’s facility for shipment at Buyer’s expense to destinations designated by Buyer. Title to and the Services risk of loss for Products shall be performed pass to Buyer upon delivery thereof to Buyer at the Company's place of business Seller’s facility or if some other place of upon delivery is agreed by the Company in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed thereof to a common carrier for shipment to Buyer unless otherwise specified on the date or within the period specified in the Order or if no such period is specified then within 28 days face of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or performance of the Services shall be of the essence of the this Purchase Agreement. 8.3 (b) The Supplier Products shall ensure that each delivery be accepted by Buyer by an authorized and qualified representative of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents Buyer after inspection and, in the case of part deliveryhelicopters, the outstanding balance remaining to be delivered. For the avoidance of doubtflight test at Seller’s facility in Grand Prairie, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing Texas, or on the Order Form that it is willing to accept delivery in partat such other location previously approved by Seller. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company (c) Buyer agrees to accept delivery of the GoodsProducts in accordance with paragraph 2(b) hereof within ten (10) days after the delivery date set forth on the purchase agreement or, in the event delivery of the Products has been delayed by Seller, within ten (10) days after Seller shall have notified Buyer that the Products are ready for delivery. 8.8 Unless (d) In the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees event Buyer fails to accept delivery of the Products as provided herein, or fails to make any payments that may be due to Seller prior to or at delivery of any Products, or breaches any of the terms of provisions hereof, Seller may cancel this Purchase Agreement and retain all payments, including all deposits and/or down payments, theretofore made by instalmentsBuyer to Seller, whether pursuant to this Purchase Agreement or otherwise, in satisfaction of any indebtedness of Buyer hereunder, and the Agreement retention by Seller of any such payments shall be construed not preclude Seller from seeking additional or further damages from and against Buyer as a separate contract in respect Seller may elect. (e) Upon delivery of each instalment. Nevertheless failure the Products to deliver any instalment Buyer, Buyer shall entitle immediately inspect the Company Products at its option own cost and, if the Products are found not to treat conform to the Agreement published specifications for such Products, shall give written notice to Seller of any claim to that effect within ten (10) days after arrival, setting forth in reasonable detail the manner in which the Products do not conform. If Buyer retains the Products after delivery without giving Seller such notice as repudiatedrequired, such failure shall constitute an irrevocable acceptance of the Products by Buyer except with respect to defects not reasonably discoverable by such inspection. 8.10 If the Goods are delivered to the Company in excess (f) After delivery of the quantities ordered helicopter, should Buyer delay flyaway from Seller’s facility, Seller shall provide hangar keepers care and charge Buyer accordingly to prevailing rates. In the Company shall not be bound event Seller provides Buyer a Ferry Pak at delivery, Buyer agrees to pay for return the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and Ferry Pak within 30 days from delivery date or Seller will have the giving right to charge Buyer accordingly for the Ferry Pak. (g) Seller will comply with all mandatory service bulletins and airworthiness directive prior to delivery. In the event an aircraft is delivered without final paint, it shall be delivered with a special flight permit and shall be fully capable of notice as provided belowreceiving an FAA Certificate of Airworthiness in the Standard category, either repair or replace (as with the Company shall elect) such exception of the Goods as may either be damaged in transit or having been placed in transit, fail outstanding items to be delivered completed by Buyer. In such case it will be Buyer’s, or its designated completion centers, responsibility to satisfy outstanding exceptions and obtain the Company provided that: 8.11.1 in the case Certificate of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been deliveredAirworthiness. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 4.1 Supplier shall carefully test and inspect the Goods prior to dispatch to ensure that they comply with the requirements of the Agreement and, if so requested by Company, give Company reasonable notice of such tests which Company shall be entitled to attend. Supplier shall provide Company with full details of all inspection and testing criteria, data and results traceable to international standards. At any time prior to delivery of the Goods to the Company the Company shall have the right to inspect and test the Goods (or engage a third party for carrying out the same) at all times at its cost, unless the Goods prove to be defective in which case the cost will be for Supplier’s account. 4.2 The Goods shall be delivered to and the Services shall be performed at Delivery Point on the Company's place of business or if some other place agreed date(s) of delivery is agreed by the Company set out in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall this Agreement, and where appropriate be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery dateaccompanied with all original certifications and test reports. Time for delivery of the Goods or performance of the Services shall be of the essence essence. 4.3 Supplier shall promptly notify Company of the Agreementdispatch of the Goods along with the full shipping details applicable to the Goods and their transportation and the anticipated date of arrival of the Goods at their destination. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed 4.4 Property, risk and which shows, inter alia, the order number, date of order, number of packages and contents and, title in the case of part delivery, Goods shall pass to Company on delivery at the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date thenDelivery Point, without prejudice to any other rights right of rejection Company may be entitled to under this Agreement or otherwise. 4.5 Goods supplied which it may haveare contaminated beyond use at the time of delivery shall be regenerated or disposed of by the Supplier. Title and risk to such Goods will transfer to the Supplier at the time that contamination is identified and notified to the Supplier who will bear all expenses for the said processes. In the event that the Company contaminates the Goods, the Company reserves will be liable for the right to:processes of regeneration and disposal. 8.4.1 terminate 4.6 If the delivery date(s) cannot be met by the Supplier, the Supplier shall notify Company as soon as reasonably possible and Company shall be entitled to (a) charge the liquidated damages at Clause 5 below, and (b) if the maximum amount of liquidated damages is reached, cancel the Agreement in whole or in part without Company being liable to compensate the Supplier, and/or (c) acquire replacement Goods from another source, with the Supplier paying Company for any losses arising as a result of such cancellation additional, direct costs reasonably incurred by Company in doing so. 4.7 The costs for wrapping, packing, cartons, boxes, crating, containers or carriage is deemed to make any payment to be included in the Supplier other than in respect Agreement Price. 4.8 Partial delivery of Goods actually delivered or Services actually rendered to will not be accepted unless it is agreed between the Company prior to the date of such termination;Parties in writing. 8.4.2 refuse to accept any subsequent delivery of 4.9 Where the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is part thereof do not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet comply with the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable at any time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under during the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company including on delivery of or during the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transitDefects Liability Period, the Company shall within 30 days of delivery give notice in writing to have the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shallright to: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 5.1 The Goods shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is agreed by the Company in writing by delivery of and the Goods supplied to or provision of installed at the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed Delivery Address on the date or within and at the period time specified in the Order or if no such period is specified then within 28 days of the Purchase Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time The time for delivery of the Goods or performance and Services is of the Services shall be of the essence of the Agreementessence. 8.3 The Supplier shall ensure that each delivery of 5.2 All invoices relating to the Goods is accompanied by a delivery note which is and Services must be prominently displayed and which shows, inter alia, marked with the order Purchase Order number, date of order, number of packages quantity and contents and, in the case of part delivery, the outstanding balance remaining description. Failure to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or provide such accompanying information specified on the Purchase Order Form that it will result in non- acceptance of delivery or non-payment of invoice until such information is willing to accept delivery in partprovided. 8.4 If the 5.3 Wincanton shall be entitled to reject any Goods and/or Services delivered which are not delivered in accordance with this Agreement, or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Purchase Order issued under this Agreement or the relevant Order. The Company any Specification supplied in relation to this Agreement, and shall not be deemed to have accepted the relevant Goods or and/or Services (notwithstanding any prior payment thereto) until it has Wincanton has, as the context requires, either had a reasonable time to inspect them the Goods following delivery and has not notified the Supplier of its rejection of the Goods or Services or, if later, within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If apparent or had a reasonable time to review the Company does results of the Services. 5.4 Without prejudice to any other remedy, if any Goods and/or Services are not accept supplied in accordance with the Agreement, or as specified in any Purchase Order and/or Specification issued under the Agreement, Wincanton shall be entitled: - (a) to reject the Goods and/or Services in whole or in part; (b) to require the Supplier to, as conforming to the Agreementcontext requires, replace, repair, or otherwise remedy the relevant Order Goods; and/or re-perform the relevant Services; and/or (c) at Wincanton’s option and without prejudice to any other right or any Specificationremedy to which Wincanton is entitled, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If discharged by the Goods are delivered to Supplier’s breach and require the Company in excess repayment of any part of the quantities ordered the Company shall not be bound Price which has been paid by Wincanton in relation to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the conforming Goods have not been deliveredand/or Services. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The Goods shall be delivered All transportation, delivery and installation arrangements and costs (except to the extent any such costs are included in the Price of the System upon which the Rent is computed) are the sole responsibility of Lessee. Lessee assumes all risk of loss and the Services risk of any damages if the Supplier fails to deliver or delays in the delivery of any System, or if any System is unsatisfactory for any reason. Lessee agrees to accept the System, for purposes of any Lease, by signing the Delivery and Acceptance Certificate within thirty days after the date such System is connected to a public telephone network in a manner permitting calls to be made through such System to or from the Installation Site ("Cut-Over Date"). If Lessee fails or refuses to sign the Delivery and Acceptance Certificate within thirty days after the Cut-Over Date, (a) Lessor may declare Lessee's assignments and the delegation set forth in Section 1 hereof to be null and void ab initio and thereupon the Lease shall be performed terminate; Lessor shall have no obligations under the Lease; and Lessee shall, on demand, immediately pay to Lessor all amounts previously paid by Lessor to Supplier, as Interim Funding Advances, plus Lessor's out-of-pocket expenses and all accrued interest on such Interim Funding Advances at the Company's place of business or if some other place of delivery is agreed by the Company in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on Interim Rate from the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any Lessor's payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse all sums due from Lessee to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed Lessor under the Agreement earlier than the date for delivery set out Lease are paid in the Order, full; or in any delivery schedule, will be accepted or paid for (b) unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by Lessee gives Lessor written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier contrary within thirty days after the Cut-Over Date, Lessor may conclusively assume that the Goods have not been delivered. 8.12 If System is in good operation order and accepted by Lessee and Lessor may purchase the Goods require assembly Equipment and installationobtain a sublicense to use the Software, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating Initial Term to access to and use and security ofcommence as of the thirtieth day after the Cut-Over Date, as determined by the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installationSupplier.

Delivery and Acceptance. 8.1 5.1 The Goods shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is agreed by the Company in writing by delivery of the Goods or provision performance of the Services shall take place at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed address by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified stated in the Order PO or if no such period is specified then within 28 days subsequent written notice, in either case during the Company’s usual business hours. 5.2 The time of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or and of performance of the Services shall be is of the essence of this Agreement. The stipulated time for delivery/performance shall be strictly adhered to. Without prejudice to the AgreementSeller’s obligation to deliver/perform on time, the Seller shall give the Company notice in writing immediately if any delay is foreseen. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 5.3 If the Goods are not delivered to be delivered, or the Services are to be performed by installments, this Agreement will be treated as a single contract and not performed on severable. 5.4 The Seller shall bear all taxes, duties, and charges including packaging, transportation and insurance, and all costs and expenses involved in the due date thenimportation of the Goods. The Seller shall arrange and bear the responsibility for and the cost of prompt unloading, without prejudice stacking, packing, crating and storing of the Goods. 5.5 The Goods shall be marked in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to any other rights which it may have, the reach their destination in an undamaged condition. 5.6 The Company reserves shall have the right to: 8.4.1 terminate to reject any Goods and/or Services which are not in accordance with this Agreement, in which event the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery liabilities under Clause 8 shall apply. Any return of the Goods or provision of and/or Services to the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred Seller shall be arranged by the Company in obtaining Seller and at the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due dateSeller’s expense. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. 5.7 The Company shall not be deemed to have accepted the Goods or and/or Services until it the Company has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services or, if later, within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 5.8 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound obliged to pay return to the Seller any packaging or packing material for the excess and Goods, whether or not any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with are accepted by the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The Goods shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is a) Unless agreed otherwise by the Company us in writing or expressly stated in the quotation provided to you we will arrange for the Carrier to transport the Product. b) Delivery dates for the supply of the Product are estimates only and time is not of the essence. We 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 Product, nor will any delay entitle you to terminate or provision of rescind the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the CompanyContract. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicablec) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time If for any reason you do not take delivery of the Goods Product, or performance of we are unable to deliver the Services Product, your Property on the estimated delivery dates because you have not provided appropriate instructions, documents, licences, authorisations, etc., then such Product will be deemed to have been delivered and risk shall pass to you. We may at our option store such Product until actual delivery whereupon you will be of the essence of the Agreementliable for all related costs and expenses (including without limitation storage and insurance) and invoice you for all related costs and expenses incurred by us. 8.3 The Supplier d) You shall ensure that each delivery promptly notify the Carrier of Goods is accompanied any damage to, loss from or non-receipt of any Product and/or your Property if transportation has been arranged by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are your behalf. We shall not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being be liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costsdamage, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due datenon-receipt. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not e) You will be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery Product as being in accordance with the Contract, we shall have no liability for any defect and/or failure and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company you shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and price unless: (a) within 30 days from the giving of notice as provided below, either repair or replace fifteen (as the Company shall elect15) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery of the Product, you notify us in writing of any defect apparent upon inspection of the Product to conform with the Contract; or (b) you notify us in writing of any failure of the Product to conform to the Contract within a reasonable time where the defect and/or failure would not be so apparent within fifteen (15) days of the date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If f) You shall be responsible for checking that all documentation supplied by us to you is accurate and free from error. We agree to remedy any inaccuracies/errors in such documentation provided that you have notified us of the Goods require assembly and installationinaccuracies/errors within thirty (30) days of receipt of the relevant document(s). Beyond such period, we reserve the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating right to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following charge an administration fee for any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installationamendments made.

Delivery and Acceptance. 8.1 The Goods shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is agreed by the Company in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company. 8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or performance of the Services shall be of the essence of the Agreement. 8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination; 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned return ed to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.

Delivery and Acceptance. 8.1 The 7.1 Delivery of the Goods shall be delivered made to and the Services Custom- er’s address within the UK or such other address within the UK as the Customer shall be performed at the Company's place of business or if some other place of delivery is agreed by notify to the Company in writing by (Delivery Location) and the Customer shall make all arrangements necessary to take delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Companywhenever they are tendered for delivery. 8.2 The Goods shall be delivered and/or 7.2 If the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within 28 days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for Customer does not take delivery of the Goods it shall meet all Frama’s expenses incurred as a result of Frama’s inability to affect delivery including any cost of redelivery or performance storage of the Services shall be Goods. 7.3 Delivery is completed on the completion of unloading the Goods at the Delivery Location. 7.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence essence. Frama shall not be liable for any delay in delivery of the AgreementGoods that is caused by any event under clause 16 below or the Customer’s failure to provide Frama with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 8.3 7.5 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is willing to accept delivery in part. 8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: 8.4.1 terminate the Agreement to deliver Goods in whole or in part without being liable instal- ments and to compensate the Supplier for any losses arising as deliver a result of such cancellation or to make any payment to the Supplier other than separate invoice in respect of each instalment. Where Goods actually are delivered in instalments, the contract shall be severable and each instalment shall be deemed to constitute a separate contract. No default by Frama in respect of one or Services actually rendered more instalments shall entitle the Customer to treat the Company prior to the date of such termination;contract as repudiated or discharged. 8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make; 8.4.3 recover from the Supplier any expenditure reasonably incurred 7.6 Insofar as is permitted by the Company in obtaining the Goods or Services in substitution from another supplier; and 8.4.4 claim damages for any reasonable additional costslaw, loss or expenses incurred by the Company which are Frama shall not be liable in any way attributable for any loss or damage whatsoever due to the Supplier's failure by Frama to deliver the Goods (or provide the Services on the due dateany of them) promptly or at all. 8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. 7.7 The Company Customer shall not be deemed to have accepted the Machine and any Goods or Services until it has had a reasonable time two days after delivery to inspect them following delivery and has the Delivery Location (“Acceptance”). After Acceptance, the Customer shall not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right be entitled to reject the Goods and/or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods and/or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 17. 8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 8.8 Unless 7.8 In the Company expressly event the Customer rejects any of the Goods which are not in accordance with Condition 7.7 above, the Customer shall give notice of rejection to Frama at the Customer’s cost and return any such Machine or Goods to Frama. 7.9 No Goods delivered to the Customer which are in accord- ance with clause 7.1 above will be accepted for return without the prior written consent of Frama and at Frama’s sole discretion. 7.10 If Xxxxx agrees otherwise in writing, containers and packing to accept any such Goods for return The Customer shall be liable to pay a handling charge of 20% of the Price. Such Goods must be supplied free but will returned by the Customer in its original packaging and at the cost and risk of the Customer. 7.11 Goods returned without the prior written approval from Frama may at Frama’s absolute discretion be returned to the Supplier, if required by written notice from the Supplier to the Company, Customer at the Supplier's risk and expenseCustomer’s cost or further stored at the Customer’s cost without prejudice to any rights or remedies the Company may have. 8.9 Where more than one item of 7.12 In the event the Customer does not reclaim or recover such Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of Frama may appropriate the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been deliveredfor resale. 8.12 If the Goods require assembly and installation, the Supplier shall: 8.12.1 carry out such work in accordance with Condition 2.4 above; 8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time; and 8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.