Common use of Delivery and Performance Clause in Contracts

Delivery and Performance. 3.1 The Goods shall be delivered to, and/or the Services shall be performed at, the Address during the Principal’s usual business hours in compliance with the Contract on the date or during the period stated in the Order or as otherwise agreed in writing. Delivery of the Goods shall, unless agreed otherwise in writing, be in accordance with Incoterm DAP (Incoterms 2020) to the Address and delivery shall be completed on the completion of unloading of the Goods by the Contractor at the Address. Performance of the Services will be complete when the Principal has confirmed that the Services have been performed in accordance with the Contract to the Principal’s reasonable satisfaction. Deliveries of Goods and/or the performance of Services at the wrong address will be corrected at the Contractor’s expense. 3.2 The time for delivery of the Goods and/or for performance of the Services is of the essence. 3.3 Without prejudice to clause 3.2, the Contractor shall notify the Principal immediately in writing if delivery of the Goods and/or performance of the Services is, or is likely to be, delayed giving the reasons for delay and the likely delay period. Acceptance of delivery of any delayed Goods or performance of any delayed Services shall in no way constitute a waiver of any rights or claims by the Principal. 3.4 If the Contractor fails to deliver the Goods and/or perform the Services on the agreed date or during the agreed period, the Principal shall, without limitation to any other rights or remedies, be entitled, at its discretion, to: 3.4.1 immediately terminate the Contract on written notice; and/or 3.4.2 refuse to accept any subsequent delivery of the Goods and/or performance of the Services or any Goods and/or Services under any other contract with the Contractor; and/or 3.4.3 deduct any amounts stated in the Order (if any) from the Price by way of liquidated damages for the period of delayed delivery and/or performance. The parties confirm that such amounts shall represent a genuine pre-estimate of the Principal’s loss. 3.5 Performance of the Services may only take place in advance of the agreed date or agreed period with the prior consent of the Principal in writing. 3.6 If the Principal agrees that the Goods are to be delivered, and/or the Services are to be performed, by instalments, the Contract will still be treated as a single contract and shall not be severable. 3.7 The Contractor shall supply the Principal in good time with any instructions or other information required to enable the Principal to accept delivery of the Goods and/or performance of the Services. 3.8 The Principal shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Principal has had reasonable time to inspect them following delivery or, if later, within reasonable time after any latent defect has become apparent. 3.9 Whilst delivering the Goods and/or performing the Services at the Delivery Address, the Seller shall, and the Seller shall ensure that its representatives shall, comply in all respects with all applicable laws, and the Principal’s health and safety, security, environmental, cyber security, IT and other policies and regulations which are in force or apply at the Address from time to time.

Delivery and Performance. 3.1 The Goods shall be delivered to, and/or the Services shall be performed at, the Address during the Principal’s usual business hours in compliance with the Contract on the date or during the period stated in the Order or as otherwise agreed in writing. Delivery of the Goods shall, unless agreed otherwise in writing, be in accordance with Incoterm DAP (Incoterms 2020) to the Address and delivery shall be completed on the completion of unloading of the Goods by the Contractor at the Address. Performance of the Services will be complete when the Principal has confirmed that the Services have been performed in accordance with the Contract to the Principal’s reasonable satisfaction. Deliveries of Goods and/or the performance of Services at the wrong address will be corrected at the Contractor’s expense. 3.2 The time for delivery of the Goods and/or for performance of the Services is of the essence. 3.3 Without prejudice to clause 3.2, the Contractor shall notify the Principal immediately in writing if delivery of the Goods and/or performance of the Services is, or is likely to be, delayed giving the reasons for delay and the likely delay period. Acceptance of delivery of any delayed Goods or performance of any delayed Services shall in no way constitute a waiver of any rights or claims by the Principal. 3.4 If the Contractor fails to deliver the Goods and/or perform the Services on the agreed date or during the agreed period, the Principal shall, without limitation to any other rights or remedies, be entitled, at its discretion, to: 3.4.1 immediately terminate the Contract on written notice; and/or 3.4.2 refuse to accept any subsequent delivery of the Goods and/or performance of the Services or any Goods goods and/or Services services under any other contract with the Contractor; and/or 3.4.3 deduct any amounts stated in the Order (if any) from the Price by way of liquidated damages for the period of delayed delivery and/or performance. The parties confirm that such amounts shall represent a genuine pre-estimate of the Principal’s loss. 3.5 Performance of the Services may only take place in advance of the agreed date or agreed period with the prior consent of the Principal in writing. 3.6 If the Principal agrees that the Goods are to be delivered, and/or the Services are to be performed, by instalments, the Contract will still be treated as a single contract and shall not be severable. 3.7 The Contractor shall supply the Principal in good time with any instructions or other information required to enable the Principal to accept delivery of the Goods and/or performance of the Services. 3.8 The Principal shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Principal has had reasonable time to inspect them following delivery or, if later, within reasonable time after any latent defect has become apparent. 3.9 Whilst delivering the Goods and/or performing the Services at the Delivery Address, the Seller shall, and the Seller shall ensure that its representatives shall, comply in all respects with all applicable laws, and the Principal’s health and safety, security, environmental, cyber security, IT and other policies and regulations which are in force or apply at the Address from time to time.

Delivery and Performance. 3.1 The Goods 6.1. You shall be delivered to, and/or the Services shall be performed at, the Address during the Principal’s usual business hours in compliance with the Contract on the date or during the period stated in the Order or as otherwise agreed in writing. Delivery of supply the Goods shall, unless agreed otherwise in writing, be or Services on time to WARNER and the use of or re-sale by WARNER in accordance with Incoterm DAP (Incoterms 2020) a Purchase Order, the Special Conditions or as WARNER may advise you by reasonable written notice from time to the Address and delivery time. You agree that timing shall be completed on the completion of unloading of the Goods essence for all times stated in these Conditions or communicated to you by XXXXXX for the Contractor at the Address. Performance of the Services will be complete when the Principal has confirmed that the Services have been performed in accordance with the Contract to the Principal’s reasonable satisfaction. Deliveries delivery of Goods and/or or the performance of Services at the wrong address will be corrected at the Contractor’s expense. 3.2 The time for delivery of the Goods and/or for performance of the Services is of the essence. 3.3 Without prejudice to clause 3.2, the Contractor shall notify the Principal immediately in writing if delivery of the Goods and/or performance of the Services is, or is likely to be, delayed giving the reasons for delay and the likely delay period. Acceptance of delivery of any delayed Goods or performance of any delayed Services shall in no way constitute a waiver of any rights or claims by the Principal. 3.4 If the Contractor fails to deliver the Goods and/or perform the Services on the agreed date or during the agreed period, the Principal shall, without limitation to any other rights or remedies, be entitled, at its discretion, to: 3.4.1 immediately terminate the Contract on written notice; and/or 3.4.2 refuse to accept any subsequent delivery of the Goods and/or performance of the Services or any Goods and/or Services under any other contract with the Contractor; and/or 3.4.3 deduct any amounts stated in the Order (if any) from the Price by way of liquidated damages for the period of delayed delivery and/or performance. The parties confirm that such amounts shall represent a genuine pre-estimate of the Principal’s loss. 3.5 Performance of the Services may only take place in advance of the agreed date or agreed period with the prior consent of the Principal in writing. 3.6 If the Principal agrees that the Goods are to be delivered, and/or the Services are to be performed, by instalments, the Contract will still be treated as a single contract and shall not be severable. 3.7 The Contractor shall supply the Principal in good time with any instructions or other information required to enable the Principal to accept delivery of the Goods and/or performance of the Services. 3.8 The Principal 6.2. XXXXXX has the right to inspect the ordered Goods upon manufacture, production, transformation or storage. 6.3. If XXXXXX has reasonable grounds to believe that you will not be able to comply with the Conditions, XXXXXX may request additional warranties from you. 6.4. XXXXXX reserves the right to provide you with reasonable notice to adjust the rate of delivery of the Goods or the time at which the Services will be performed. No costs will be charged to WARNER as result of such adjustment, unless upon written approval by XXXXXX. 6.5. You shall not provide delivery of the Goods or Services before the agreed delivery date without XXXXXX’x prior written agreement. Such agreed early delivery shall not modify the agreed payment terms. 6.6. You shall notify WARNER immediately if there is likely to be entitled a delay in the delivery of the Goods or the time at which the Services will be performed, stating the estimated period of delay. 6.7. WARNER reserves the right to reject cancel any Purchase Order it has placed for Goods delivered which or Services if they are not delivered or performed by the date and time specified in accordance the Purchase Order without incurring any liability to the Supplier, but XXXXXX agrees to pay the price for Goods or Services already supplied or performed that comply with the ContractPurchase Order if such partial supply or performance is of use to WARNER. This right to cancel is in addition to any other rights WARNER may have. 6.8. You shall transport the Goods to the delivery address stated on the Purchase Order or the Special Conditions at your cost, unless XXXXXX provides written notice agreeing to an amendment. You must ensure that all Goods and any packaging containing the Goods are clearly marked with WARNER’s order number, details of contents (including quantity and description), and shall your name, together with any other information WARNER may have requested or is required by applicable law, including but not be deemed limited to have accepted tracking requirements. Goods must also comply with any Goods until labelling instructions and identifications stated in the Principal has had reasonable time Purchase Order or otherwise communicated to inspect them following delivery or, if later, within reasonable time after any latent defect has become apparentyou by XXXXXX. 3.9 Whilst delivering 6.9. You shall attend the Goods and/or performing address stated on the Services Purchase Order or the Special Conditions at your cost for the Delivery Address, provision of the Seller shall, and Services. 6.10. XXXXXX shall have the Seller shall ensure that its representatives shall, comply in all respects with all applicable laws, and the Principal’s health and safety, security, environmental, cyber security, IT and other policies and regulations which are in force or apply at the Address right from time to timetime to conduct delivery audits and inspections on the Goods that you provide.

Delivery and Performance. 3.1 The Goods shall be delivered to, and/or the Services shall be performed at, the Address during the Principal’s usual business hours in compliance with the Contract on the date or during the period stated in the Order or as otherwise agreed in writing. Delivery of the Goods shall, unless agreed otherwise in writing, be in accordance with Incoterm DAP (Incoterms 20202010) to the Address and delivery shall be completed on the completion of unloading of the Goods by the Contractor at the Address. Performance of the Services will be complete when the Principal has confirmed that the Services have been performed in accordance with the Contract to the Principal’s reasonable satisfaction. Deliveries of Goods and/or the performance of Services at the wrong address will be corrected at the Contractor’s expense. 3.2 The time for delivery of the Goods and/or for performance of the Services is of the essence. 3.3 Without prejudice to clause 3.2, the Contractor shall notify the Principal immediately in writing if delivery of the Goods and/or performance of the Services is, or is likely to be, delayed giving the reasons for delay and the likely delay period. Acceptance of delivery of any delayed Goods or performance of any delayed Services shall in no way constitute a waiver of any rights or claims by the Principal. 3.4 If the Contractor fails to deliver the Goods and/or perform the Services on the agreed date or during the agreed period, the Principal shall, without limitation to any other rights or remedies, be entitled, at its discretion, to: 3.4.1 immediately terminate the Contract on written notice; and/or 3.4.2 refuse to accept any subsequent delivery of the Goods and/or performance of the Services or any Goods goods and/or Services services under any other contract with the Contractor; and/or 3.4.3 deduct any amounts stated in the Order (if any) from the Price by way of liquidated damages for the period of delayed delivery and/or performance. The parties confirm that such amounts shall represent a genuine pre-estimate of the Principal’s loss. 3.5 Performance of the Services may only take place in advance of the agreed date or agreed period with the prior consent of the Principal in writing. 3.6 If the Principal agrees that the Goods are to be delivered, and/or the Services are to be performed, by instalments, the Contract will still be treated as a single contract and shall not be severable. 3.7 The Contractor shall supply the Principal in good time with any instructions or other information required to enable the Principal to accept delivery of the Goods and/or performance of the Services. 3.8 The Principal shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Principal has had reasonable time to inspect them following delivery or, if later, within reasonable time after any latent defect has become apparent. 3.9 Whilst delivering the Goods and/or performing the Services at the Delivery Address, the Seller shall, and the Seller shall ensure that its representatives shall, comply in all respects with all applicable laws, and the Principal’s health and safety, security, environmental, cyber security, IT and other policies and regulations which are in force or apply at the Address from time to time.

Delivery and Performance. 3.1 The Goods shall be delivered to, and/or the Services shall be performed at, the Address during the Principal’s usual business hours in compliance with the Contract on the date or during the period stated in the Order or as otherwise agreed in writing2.1. Delivery of the Goods shall, unless agreed otherwise in writing, be in accordance with Incoterm DAP (Incoterms 2020) to the Address and delivery shall be completed on the completion of unloading of the Goods by the Contractor at the Address. Performance of the Services will shall be complete when made within the Principal time period, at the location and in the quantity and quality specified in the Purchase Order. The obligation of the Supplier shall only be considered duly fulfilled, if it has confirmed that the Services have been performed done fully in accordance compliance with the Contract to abovewritten. An Order is exclusively valid for delivery within the Principal’s reasonable satisfaction. Deliveries of Goods and/or timeframe and in the performance of Services at quantity specified in the wrong address will Order, any alterations thereof may only be corrected at the Contractor’s expensedone with prior express written consent by VIDEOTON. 3.2 The 2.2. If no time for delivery of or performance is specified in this Purchase Order, the Goods and/or time for delivery or performance of shall be at the Services is of times and in the essenceamount requested in a release or delivery or performance schedule furnished by VIDEOTON. 3.3 Without prejudice to clause 3.2, the Contractor shall notify the Principal immediately in writing if delivery of the Goods and/or performance of the Services is, 2.3. XXXXXXXX does not accept any premature or is likely to be, delayed giving the reasons for delay and the likely delay period. Acceptance of ahead-of-time delivery of any delayed Goods or Services ordered if it is not agreed previously in writing and if the time of delivery departs from the originally agreed schedule / timing of delivery. 2.4. If Supplier fails to or does not adequately fulfil any of Supplier's obligations pursuant to this Purchase Order, VIDEOTON may at its own discretion decide to extend additional time for Supplier to fulfill such obligations, exercise its rights set forth in points 4.3 or 7 herein, or terminate the Purchase Order, unless the parties provide otherwise in writing. 2.5. VIDEOTON shall only pay for any Goods delivered by Supplier in excess of the amount specified in this Purchase Order if it agreed to the excess amount in writing prior to delivery. 2.6. Any signature by or on behalf of VIDEOTON on any delivery note of Supplier shall not signify acceptance of the quantity and/or quality of the Goods. 2.7. If at any time Supplier has reason to believe that deliveries or performance of any delayed Services shall in no way constitute a waiver of any rights or claims by the Principal. 3.4 If the Contractor fails to deliver the Goods and/or perform the Services on the agreed date or during the agreed period, the Principal shall, without limitation to any other rights or remedies, be entitled, at its discretion, to: 3.4.1 immediately terminate the Contract on written notice; and/or 3.4.2 refuse to accept any subsequent delivery of the Goods and/or performance will not be made as scheduled, it shall immediately give VIDEOTON written notice setting forth the cause or causes of the Services anticipated delay. Such notice shall not relieve Supplier of its obligations with respect to the agreed time of delivery or any Goods and/or Services under any other contract with the Contractor; and/or 3.4.3 deduct any amounts stated in the Order (if any) from the Price by way of liquidated damages for the period of delayed delivery and/or performance. The parties confirm that such amounts shall represent a genuine pre-estimate of the Principal’s loss. 3.5 Performance of the Services may only take place in advance of the agreed date or agreed period with the prior consent of the Principal in writing. 3.6 2.8. If the Principal agrees that the Goods are specifically manufactured for VIDEOTON and are not available in commercial trade elsewhere than Supplier shall be prepared – upon termination of its contractual relationship with VIDEOTON – to be delivered, and/or agree and negotiate with VIDEOTON an arrangement that secures the Services are to be performed, by instalments, the Contract will still be treated as a single contract and shall not be severable. 3.7 The Contractor shall supply the Principal in good time with any instructions or other information required to enable the Principal to accept delivery provision of the Goods and/or performance concerned upon such request from VIDEOTON for a period of 10 years after the cessation / termination of the Servicescontractual relationship. 3.8 The Principal shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Principal has had reasonable time to inspect them following delivery or, if later, within reasonable time after any latent defect has become apparent. 3.9 Whilst delivering the Goods and/or performing the Services at the Delivery Address, the Seller shall, and the Seller shall ensure that its representatives shall, comply in all respects with all applicable laws, and the Principal’s health and safety, security, environmental, cyber security, IT and other policies and regulations which are in force or apply at the Address from time to time.