Common use of DELIVERY AND PASSING OF TITLE Clause in Contracts

DELIVERY AND PASSING OF TITLE. (a) The Supplier shall deliver the Products Ex Works Incoterms 2010 if not otherwise agreed in the Order (the “Delivery Terms”). Timely delivery shall be of the essence for each Order. (b) Title in, and risk of loss or damage to a Product, shall pass to the Purchaser in accordance with the Delivery Terms. The Products shall be appropriately packed in accordance with the Purchaser’s instructions. (c) If the Supplier fails to meet a confirmed delivery date, the Purchaser may, at its sole discretion and without prejudice to any other remedies; (i) request that the Supplier expedite the delivery per the Purchaser’s instruction at no charge; and/or (ii) cancel the undelivered portion of such Order at no charge; and/or (iii) terminate this Purchase Agreement in accordance with Section 14(b)(iii). Furthermore, the Supplier shall be liable to pay liquidated damages to the Purchaser at the rate of five (5) % of the Order value for each commenced week of delay subject to a maximum aggregate equal to fifty (50) % of the Order value. Payment of the liquidated damages shall be made upon demand of the Purchaser or, at the Purchaser’s option, through set-off against amounts subsequently invoiced by the Supplier. The parties intend that liquidated damages constitute compensation, and not a penalty. The parties acknowledge and agree that the Purchaser’s harm caused by Supplier’s failure to meet a confirmed delivery date would be impossible or very difficult to accurately estimate at the time of contract, and that the liquidated damages are a reasonable estimate of the anticipated or actual harm that might arise from such a failure. The Supplier's payment of the liquidated damages is the Supplier’s sole liability and entire obligation and the Purchaser’s exclusive remedy for such delay.

DELIVERY AND PASSING OF TITLE. (a) The Supplier shall deliver the Products Ex Works Incoterms 2010 if not otherwise agreed in the Order (the “Delivery Terms”). Timely delivery shall be of the essence for each Order. (b) Title in, and risk of loss or damage to a Product, shall pass to the Purchaser in accordance with the Delivery Terms. The Products shall be appropriately packed in accordance with the Purchaser’s instructions. (c) If the Supplier fails to meet a confirmed delivery date, the Purchaser may, at its sole discretion and without prejudice to any other remedies; (i) request that the Supplier expedite the delivery per the Purchaser’s instruction at no charge; and/or (ii) cancel the undelivered portion of such Order at no charge; and/or (iii) terminate this Purchase Agreement in accordance with Section clause 14(b)(iii). Furthermore, the Supplier shall be liable to pay liquidated damages to the Purchaser at the rate of five (5) % of the Order value for each commenced week of delay subject to a maximum aggregate equal to fifty (50) % of the Order value. Payment of the liquidated damages shall be made upon demand of the Purchaser or, at the Purchaser’s option, through set-off against amounts subsequently invoiced by the Supplier. The parties intend that liquidated damages constitute compensation, Supplier and shall not a penalty. The parties acknowledge and agree that restrict the Purchaser’s harm caused by Supplier’s failure to meet a confirmed delivery date would be impossible or very difficult to accurately estimate at the time of contract, and that the liquidated damages are a reasonable estimate of the anticipated or actual harm that might arise Purchaser from such a failure. The Supplier's payment of the liquidated damages is the Supplier’s sole liability and entire obligation and the Purchaser’s exclusive remedy for such delaymaking other claims.

DELIVERY AND PASSING OF TITLE. (a) The Supplier shall deliver the Products Ex Works FCA Incoterms 2010 2020 if not otherwise agreed in the Order (the “Delivery Terms”). Timely delivery shall be of the essence for each Order. (b) Title in, and risk of loss or damage to a Product, shall pass to the Purchaser in accordance with the Delivery Terms. The Products shall be appropriately packed in accordance with the Purchaser’s instructions. (c) If the Supplier fails to meet a confirmed delivery date, the Purchaser may, at its sole discretion and without prejudice to any other remedies; (i) request that the Supplier expedite the delivery per the Purchaser’s instruction at no charge; and/or (ii) cancel the undelivered portion of such Order at no charge; and/or (iii) terminate this Purchase Agreement in accordance with Section 14(b)(iii). Furthermore, the Supplier shall be liable to pay liquidated damages to the Purchaser at the rate of five (5) % of the Order value for each commenced week of delay subject to a maximum aggregate equal to fifty (50) % of the Order value. Payment of the liquidated damages shall be made upon demand of the Purchaser or, at the Purchaser’s option, through set-off against amounts subsequently invoiced by the Supplier. The parties intend that liquidated damages constitute compensation, and not a penalty. The parties acknowledge and agree that the Purchaser’s harm caused by Supplier’s failure to meet a confirmed delivery date would be impossible or very difficult to accurately estimate at the time of contract, and that the liquidated damages are a reasonable estimate of the anticipated or actual harm that might arise from such a failure. The Supplier's payment of the liquidated damages is the Supplier’s sole liability and entire obligation and the Purchaser’s exclusive remedy for such delay.

DELIVERY AND PASSING OF TITLE. (a) The Supplier shall deliver the Products Ex Works FCA Incoterms 2010 2020 if not otherwise agreed in the Order (the “Delivery Terms”). Timely delivery shall be of the essence for each Order. (b) Title in, and risk of loss or damage to a Product, shall pass to the Purchaser in accordance with the Delivery Terms. The Products shall be appropriately packed in accordance with the Purchaser’s instructions. (c) If Unless otherwise agreed between the parties in writing, if the Supplier fails to meet a confirmed delivery date, the Purchaser may, at its sole discretion and without prejudice to any other remedies; (i) request that the Supplier expedite the delivery per the Purchaser’s instruction at no charge; and/or (ii) cancel the undelivered portion of such Order at no charge; and/or (iii) terminate this Purchase Agreement in accordance with Section 14(b)(iii15(b)(iii). Furthermore, the Supplier shall be liable to pay liquidated damages to the Purchaser at the rate of five (5) % of the Order value for each commenced week of delay subject to a maximum aggregate equal to fifty (50) % of the Order value. Payment of the liquidated damages shall be made upon demand of the Purchaser or, at the Purchaser’s option, through set-off against amounts subsequently invoiced by the Supplier. The parties intend that liquidated damages constitute compensation, and not a penalty. The parties acknowledge and agree that the Purchaser’s harm caused by Supplier’s failure to meet a confirmed delivery date would be impossible or very difficult to accurately estimate at the time of contract, and that the liquidated damages are a reasonable estimate of the anticipated or actual harm that might arise from such a failure. The Supplier's payment of the liquidated damages is the Supplier’s sole liability and entire obligation and the Purchaser’s exclusive remedy for such delay.