Common use of Delivery and Inspection Clause in Contracts

Delivery and Inspection. 5.1 The Deliverables shall be delivered or supplied to the Delivery Location during the Delivery Timeslot on the Delivery Date. 5.2 If the Deliverables are not delivered on the specified Delivery Date, then, without limiting any other right or remedy Capita may have, Capita may: (a) refuse to take any subsequent attempted delivery of the Deliverables; (b) terminate this Agreement with immediate effect; (c) obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by Capita in obtaining such substitute products; and (d) subject to clause 14 (Liability), claim damages for any other costs, expenses or losses resulting from the Supplier’s failure to deliver the Deliverables on the Delivery Date, provided that the Supplier shall have no liability for any failure or delay in delivering the Deliverables to the extent that such failure or delay is directly caused by Capita’s failure to comply with its obligations under this Agreement. 5.3 The Supplier shall ensure that: (a) the Deliverables are marked in accordance with Capita’s instructions and any applicable regulations and are properly packaged and stored so as to reach their destination in an undamaged condition; (b) each delivery is accompanied by a prominently displayed delivery note and all handling, storage, operating and safety instructions and any other information as may be necessary for their proper use, maintenance and repair 5.4 Capita shall not be deemed to have accepted the Deliverables until it has had 90 days to inspect them following delivery, or, in the case of a latent defect in the Deliverables, for 90 days after any latent defect in the Deliverables has become apparent. 5.5 Capita and/or a Regulatory Authority may enter the Supplier Premises to inspect the manufacturing facilities and equipment used to manufacture the Deliverables and inspect stock levels and take samples of raw materials, packaging and the Deliverables.

Delivery and Inspection. 5.1 4.1. The Deliverables Goods shall be delivered or supplied by the Supplier to the Delivery Location during the Delivery Timeslot on the date(s) specified in the Purchase Order. The applicable Incoterms for this Contract shall be Delivery Date.Duty Paid (DDP) – Incoterms 2010, International Chamber of Commerce (ICC). The Goods shall be deemed delivered by the Supplier either: 5.2 If the Deliverables are not delivered on the specified Delivery Date, then, without limiting any other right or remedy Capita may have, Capita may: (a) refuse to take any subsequent attempted 4.1.1. On delivery of the Deliverables; (b) terminate this Agreement with immediate effect; (c) obtain substitute products from another supplier Goods at the Location and recover from when NPL has notified the Supplier that the Goods have been delivered in full compliance with the terms and conditions of the Contract; or 4.1.2. If acceptance testing is required, delivery shall be deemed upon successful completion of the acceptance tests and an issuance of the signed acceptance certificate to the Supplier; or 4.1.3. As otherwise agreed in writing between the Parties. 4.2. The Services shall be performed by the Supplier at the Location on the date(s) specified in the Purchase Order. The Services shall be deemed delivered by the Supplier only on completion of the performance of the Services at the Location and NPL has notified the Supplier in writing that the Services have been performed in full compliance with the terms and conditions of the Contract. 4.3. The Goods and/or Services shall not be delivered by or performed in instalments unless otherwise agreed in writing by NPL. The Supplier is responsible for all customs duties and formalities, import and export costs of such Goods. Delivery of the Goods takes place when the Goods are placed at the disposal of the Customer at the named place of destination selected by NPL. 4.4. Where delivery of Goods or the performance of Services requires an export license or other authorisation, the Supplier shall be responsible for obtaining such export license or authorisation and shall co-operate with NPL to ensure compliance of any costs and expenses reasonably incurred by Capita requirements under all applicable Export Control Regulations. If the Supplier is not successful in obtaining such substitute products; export clearance, NPL may terminate the Contract without liability to either Party. 4.5. NPL shall be entitled to reject any Goods or Services which are not in full compliance with the Conditions of the Contract. Any inspection, testing or acceptance of defective, late or incomplete Goods or Services or any payment made in respect thereof, shall not constitute a waiver of any of NPL’s rights and (d) subject remedies, including its right to clause 14 (Liability), claim damages for any other costs, expenses or losses resulting from reject and terminate the Contract in its sole discretion. 4.6. Any rejected Goods may be returned to the Supplier by NPL at the Supplier’s failure cost and risk. 4.7. NPL may inspect and test the Goods during manufacture or processing prior to deliver the Deliverables on the Delivery Datedespatch, provided that and the Supplier shall have no liability for any failure provide NPL with all facilities reasonably required without cost to NPL or delay in delivering the Deliverables to the extent that such failure or delay is directly caused by Capita’s failure to comply with its obligations under this Agreementas reasonably agreed between Parties. 5.3 The Supplier shall ensure that: (a) the Deliverables are marked in accordance with Capita’s instructions and any applicable regulations and are properly packaged and stored so as to reach their destination in an undamaged condition; (b) each delivery is accompanied by a prominently displayed delivery note and all handling, storage, operating and safety instructions and any other information as may be necessary for their proper use, maintenance and repair 5.4 Capita shall not be deemed to have accepted the Deliverables until it has had 90 days to inspect them following delivery, or, in the case of a latent defect in the Deliverables, for 90 days after any latent defect in the Deliverables has become apparent. 5.5 Capita and/or a Regulatory Authority may enter the Supplier Premises to inspect the manufacturing facilities and equipment used to manufacture the Deliverables and inspect stock levels and take samples of raw materials, packaging and the Deliverables.

Delivery and Inspection. 5.1 6.1 The Deliverables Seller shall, at its own cost, xxxx, xxxx and protect the Products in accordance with its standard for export shipping unless otherwise agreed upon by the parties hereto. 6.2 The Seller shall deliver the Products to the Purchaser by the date and at the place specified in the Purchase Order. Delivery of the Products shall be delivered or supplied to EXW the Delivery Location during Seller’s factory in USA, unless otherwise agreed upon by the Delivery Timeslot on the Delivery Dateparties hereto. 5.2 6.3 If the Deliverables are not delivered on Seller discovers that a delay in the specified Delivery Date, then, without limiting any other right or remedy Capita may have, Capita may: (a) refuse to take any subsequent attempted delivery of the Deliverables; (b) terminate this Agreement with immediate effect; (c) obtain substitute products from another supplier and recover Products will occur, then the Seller shall immediately notify the Purchaser of the expected delay. In such case, the parties shall discuss necessary measures to catch up on the delivery in good faith. 6.4 Title to the Products shall pass from the Supplier any costs and expenses reasonably incurred by Capita in obtaining such substitute products; and (d) subject to clause 14 (Liability), claim damages for any other costs, expenses or losses resulting from the Supplier’s failure to deliver the Deliverables on the Delivery Date, provided that the Supplier shall have no liability for any failure or delay in delivering the Deliverables Seller to the extent that Purchaser when such failure or delay is directly caused by Capita’s failure Products are delivered to comply with its obligations under this Agreementthe common carrier. 5.3 The Supplier 6.5 Upon arrival of the Products at the place where the Products are installed or stored, the Purchaser shall ensure that: (a) inspect the Deliverables are marked Products in accordance with Capita’s instructions the inspection criteria and any applicable regulations and are properly packaged and stored so as method to reach their destination in an undamaged condition; be agreed upon by the parties hereto. Within ten (b10) each delivery is accompanied by a prominently displayed delivery note and all handling, storage, operating and safety instructions and any other information as may be necessary for their proper use, maintenance and repair 5.4 Capita shall not be deemed to have accepted the Deliverables until it has had 90 days to inspect them following delivery, or, in the case of a latent defect in the Deliverables, for 90 days after any latent defect in arrival of the Deliverables Products at the said place the Purchaser shall submit to the Seller the results of such inspection, unless otherwise agreed upon by the parties hereto. **Confidential treatment has become apparentbeen requested for the portions of this agreement marked by asterisks. Omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.** 6.6 In the event that the Products are found to be nonconforming to the inspection criteria, the Seller’s sole liability shall be to provide the Products necessary to correct such nonconformity as soon as reasonably practical. 5.5 Capita and/or a Regulatory Authority 6.7 The Seller may enter take back nonconforming Products including excessive Products within thirty (30) days after the Supplier Premises to inspect date of receipt of the manufacturing facilities and equipment used to manufacture inspection results, unless otherwise agreed upon by the Deliverables and inspect stock levels and take samples of raw materials, packaging and parties hereto. During such period the DeliverablesPurchaser shall store such Products with reasonable care at the Seller’s cost.

Delivery and Inspection. 5.1 The Deliverables shall be delivered or supplied to the Delivery Location during the Delivery Timeslot on the Delivery Date. 5.2 If the Deliverables are not delivered on the specified Delivery Date, then, without limiting any other right or remedy Capita Retain may have, Capita Retain may: (a) refuse to take any subsequent attempted delivery of the Deliverables; (b) terminate this Agreement with immediate effect; (c) obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by Capita Retain in obtaining such substitute products; and (d) subject to clause 14 (Liability), claim damages for any other costs, expenses or losses resulting from the Supplier’s failure to deliver the Deliverables on the Delivery Date, provided that the Supplier shall have no liability for any failure or delay in delivering the Deliverables to the extent that such failure or delay is directly caused by CapitaRetain’s failure to comply with its obligations under this Agreement. 5.3 The Supplier shall ensure that: (a) the Deliverables are marked in accordance with CapitaRetain’s instructions and any applicable regulations and are properly packaged and stored so as to reach their destination in an undamaged condition; (b) each delivery is accompanied by a prominently displayed delivery note and all handling, storage, operating and safety instructions and any other information as may be necessary for their proper use, maintenance and repair 5.4 Capita Retain shall not be deemed to have accepted the Deliverables until it has had 90 days to inspect them following delivery, or, in the case of a latent defect in the Deliverables, for 90 days after any latent defect in the Deliverables has become apparent. 5.5 Capita Retain and/or a Regulatory Authority may enter the Supplier Premises to inspect the manufacturing facilities and equipment used to manufacture the Deliverables and inspect stock levels and take samples of raw materials, packaging and the Deliverables.

Delivery and Inspection. 5.1 The Deliverables shall be Time is of the essence in the performance of any Purchase Order. Crosstex may accept or return Products received after their required delivery date without waiving Crosstex’s right to return subsequent shipments delivered after the required delivery date. Each shipment of Products must include a packing list with the following information: purchase order number, manufacturer’s part number, manufacturer’s lot number and respective quantity per lot, Crosstex’s part number, number of cartons in shipment, quantity of Products per carton and total quantity of Products. Crosstex will inspect delivered Products and report claims for damages or supplied shortages which are discoverable on a visual inspection within thirty (30) days of delivery; provided, however, that Crosstex does not waive any rights it has to, at any time, reject or revoke acceptance of Products not conforming to the Delivery Location during the Delivery Timeslot on the Delivery Date. 5.2 If the Deliverables are not delivered on the specified Delivery Date, then, without limiting any other right or remedy Capita may have, Capita may: (a) refuse warranty provisions set forth in this Agreement. Any Products returned to take any subsequent attempted delivery Supplier because of the Deliverables; (b) terminate this Agreement with immediate effect; (c) obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by Capita in obtaining such substitute products; and (d) subject to clause 14 (Liability), claim damages for any other costs, expenses or losses resulting from the a nonconformity will be returned at Supplier’s failure expense. Acknowledgment of receipt will not constitute acceptance, and payment prior to deliver inspection will not constitute waiver of any rights hereunder. Crosstex and its customers reserve the Deliverables on the Delivery Dateright to perform onsite inspections, provided that the Supplier shall have no liability for any failure testing and quality audits of Supplier’s facility and/or manufacturer’s facility in conformance with regulatory requirements or delay as otherwise deemed necessary by Crosstex and/or its customers in delivering the Deliverables order to the extent that such failure or delay is directly caused by Capitaassess work quality, conformance with Crosstex’s failure to comply specifications, and conformance with its obligations Supplier’s representations, warranties, certifications and covenants under this Agreement. 5.3 The . Supplier shall ensure that: will maintain an inspection and testing system for the same that is acceptable to Crosstex and will keep records of all inspection and testing data, with respect to Products and samples of each lot shipped, for two (a2) the Deliverables are marked years after delivery. Upon request, Supplier will deliver to Crosstex a certificate of analysis or a certificate of compliance to specifications approved by Crosstex with respect to each Product lot shipped. Supplier will suitably xxxx, xxxx and ship all Products in adequate protective packaging and in accordance with Capita’s any reasonable instructions from Crosstex and any applicable regulations and are properly packaged and stored so as to reach their destination in an undamaged condition; (b) each delivery is accompanied by a prominently displayed delivery note and all handling, storage, operating and safety instructions and any other information as may be necessary for their proper use, maintenance and repair 5.4 Capita shall not be deemed to have accepted the Deliverables until it has had 90 days to inspect them following delivery, or, requirements of common carriers. Supplier will maintain levels of insurance customary in the case of a latent defect in the Deliverables, for 90 days after any latent defect in the Deliverables has become apparentindustry and adequate to insure against customary risks. 5.5 Capita and/or a Regulatory Authority may enter the Supplier Premises to inspect the manufacturing facilities and equipment used to manufacture the Deliverables and inspect stock levels and take samples of raw materials, packaging and the Deliverables.

Delivery and Inspection. 5.1 The Deliverables Council may inspect and test the Goods at any time before delivery. The Contractor shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Contractor's obligations under the Agreement. If following such inspection or testing the Council considers that the Goods do not conform or are unlikely to comply with the Contractor's undertakings at Paragraph 2.1, the Council shall inform the Contractor and the Contractor shall immediately take such remedial action as is necessary to ensure compliance. If the Council fails to take delivery of any one or more instalments of Goods delivered in accordance with a Contract, the Contractor shall store the Goods at its own premises or at another suitable location at its own expense for a reasonable period and arrange with the Council an alternative delivery time. The Contractor shall notify the Council immediately after receipt of an Order if the delivery dates for the Goods cannot be met. The Council may conduct further inspections and tests after the Contractor has carried out its remedial actions. The Contractor shall ensure that: the Goods are properly packed and secured in such manner as to enable them to reach their Delivery Location in good condition; each delivery of the Goods is accompanied by a delivery note which shows the date of the order, the order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; the Goods be free from defects in materials and workmanship, be of satisfactory quality and conform to and in all respects with the specifications set out in the Order and any other specifications, standards, procedures and requirements agreed in writing between the parties from time to time; if the Contractor requires the Council to return any packaging material to the Contractor, that fact is clearly stated on the delivery note. Any such packaging material shall be delivered or supplied returned to the Delivery Location during Contractor at the Delivery Timeslot cost of the Contractor; the Goods not be the subject of any security interest, lien, encumbrance, charge or adverse title. The Contractor shall deliver the Goods: on the Delivery Date. 5.2 If ; at the Deliverables are not delivered Delivery Location; and during the Council's normal business hours or as instructed by the Council. Delivery of the Goods shall be completed on the specified completion of unloading the Goods at the Delivery DateLocation. The Contractor shall not deliver the Goods in instalments without the Council's prior written consent. Where it is agreed that the Goods are to be delivered by instalments, thenthey may be invoiced and paid for separately. However, without limiting any other right or remedy Capita may have, Capita may: (a) refuse to take any subsequent attempted delivery of failure by the Deliverables; (b) terminate this Agreement with immediate effect; (c) obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by Capita in obtaining such substitute products; and (d) subject to clause 14 (Liability), claim damages for any other costs, expenses or losses resulting from the Supplier’s failure Contractor to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Deliverables on the Delivery Date, provided that the Supplier shall have no liability for any failure or delay in delivering the Deliverables Council to the extent that such failure or delay is directly caused by Capita’s failure to comply with its obligations under this Agreementremedies set out in clause 4. 5.3 The Supplier shall ensure that: (a) the Deliverables are marked in accordance with Capita’s instructions and any applicable regulations and are properly packaged and stored so as to reach their destination in an undamaged condition; (b) each delivery is accompanied by a prominently displayed delivery note and all handling, storage, operating and safety instructions and any other information as may be necessary for their proper use, maintenance and repair 5.4 Capita shall not be deemed to have accepted the Deliverables until it has had 90 days to inspect them following delivery, or, in the case of a latent defect in the Deliverables, for 90 days after any latent defect in the Deliverables has become apparent. 5.5 Capita and/or a Regulatory Authority may enter the Supplier Premises to inspect the manufacturing facilities and equipment used to manufacture the Deliverables and inspect stock levels and take samples of raw materials, packaging and the Deliverables.

Delivery and Inspection. 5.1 The Deliverables shall be delivered or supplied to the Delivery Location during the Delivery Timeslot on the Delivery Date. 5.2 If the Deliverables are not delivered on the specified Delivery Date, then, without limiting any other right or remedy Capita CHKS may have, Capita CHKS may: (a) refuse to take any subsequent attempted delivery of the Deliverables; (b) terminate this Agreement with immediate effect; (c) obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by Capita CHKS in obtaining such substitute products; and (d) subject to clause 14 (Liability), claim damages for any other costs, expenses or losses resulting from the Supplier’s failure to deliver the Deliverables on the Delivery Date, provided that the Supplier shall have no liability for any failure or delay in delivering the Deliverables to the extent that such failure or delay is directly caused by CapitaCHKS’s failure to comply with its obligations under this Agreement. 5.3 The Supplier shall ensure that: (a) the Deliverables are marked in accordance with CapitaCHKS’s instructions and any applicable regulations and are properly packaged and stored so as to reach their destination in an undamaged condition; (b) each delivery is accompanied by a prominently displayed delivery note and all handling, storage, operating and safety instructions and any other information as may be necessary for their proper use, maintenance and repair 5.4 Capita CHKS shall not be deemed to have accepted the Deliverables until it has had 90 days to inspect them following delivery, or, in the case of a latent defect in the Deliverables, for 90 days after any latent defect in the Deliverables has become apparent. 5.5 Capita CHKS and/or a Regulatory Authority may enter the Supplier Premises to inspect the manufacturing facilities and equipment used to manufacture the Deliverables and inspect stock levels and take samples of raw materials, packaging and the Deliverables.