DELIVERY AND TITLE A. The place of delivery for all Products sold pursuant to this Agreement shall be FOB Plant. Buyer and Buyer’s agents shall be given access to Seller’s Plant in a manner and at all times reasonably necessary and convenient for Buyer to take delivery as provided herein. Buyer shall schedule the loading and shipping of all outbound Products purchased hereunder which is shipped by rail. All labor and equipment necessary to load rail cars shall be supplied by Seller without charge to Buyer. Seller agrees to handle all Products in a good and workmanlike manner in accordance with Buyer’s reasonable requirements and in accordance with normal industry practice. Seller shall maintain the rail loading facilities in safe operating condition in accordance with normal industry standards.
B. Seller shall be responsible at all times for the quantity, quality and condition of any Products in storage at the Plant. Seller shall not be responsible for the quantity, quality and condition of any of Products stored by Buyer at locations other than the Plant.
C. Buyer shall give to Seller a schedule of quantities of the Products to be removed by rail with sufficient advance notice reasonably to allow Seller to provide the required services. Seller shall provide the labor, equipment and facilities necessary to meet Buyer’s loading schedule and, except for any consequential or indirect damages, shall be responsible for Buyer’s actual costs or damages resulting from Seller’s failure to do so. Buyer shall order and supply rail cars as scheduled for rail shipments. All freight charges shall be the responsibility of Buyer and shall be billed directly to Buyer.
D. Buyer shall provide loading orders as necessary to permit Seller to maintain Seller’s usual production schedule, provided, however, that Buyer shall not be responsible for failure to schedule removal of the DDGS unless Seller shall have provided to Buyer production schedules as follows: Five (5) days prior to the beginning of each calendar month during the term hereof, Seller shall provide to Buyer a tentative schedule for production in the next calendar month which is to be shipped by railcar. Seller shall inform Buyer daily of inventory and production status. For purposes of this paragraph, notification will be sufficient if made by e-mail or facsimile as follows: If to Buyer, to the attention of Xxxxx Xxxxxxx, Facsimile number 000-000-0000 or email to xxxxxxxx@xxx-xxxxx.xxx, and If to Seller, to the attention of Xxxxx Xxxxxx, Facsimile number 000-000-0000 or email to xxxxx.xxxxxx@xxxxxxxxxxxxxxxxxxxxxxxxx.xxx, Or to such other representatives of Buyer and Seller as they may designate to the other in writing.
E. Title, risk of loss and full shipping responsibility shall pass to Buyer upon loading the DDGS into rail cars and delivering to Buyer of the xxxx of lading for each such shipment.
Delivery and Risk 7.1 Unless otherwise stated in the Order, the price quoted includes delivery to the address specified in the Order.
Delivery and Control (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.
Delivery and Payment Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.
Delivery and Payment of Additional Shares Payment for the Additional Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Additional Shares (or through the facilities of DTC) for the account of the Underwriters. The Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Additional Shares except upon tender of payment by the Underwriters for applicable Additional Shares. The Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Firm Shares and Additional Shares.
Delivery and Risk of Loss Supplier will at its expense deliver the goods ordered to xxxxxx xxxxxxx with its office at Test by xxxxxx Indore,Kansas 75024.
3.1 Supplier shall assume risk of loss and damage to Goods prior to delivery thereof to Buyer. Upon delivery of the Goods to Buyer, Xxxxx shall inspect the Goods and shall, upon prompt inspection of the Goods, sign the receipt of delivery acknowledging the Goods have been delivered in an undamaged condition. Any damaged Goods shall be segregated from undamaged Goods by Buyer. Supplier shall arrange for delivery of the damaged Goods to a destination designated by Supplier. Buyer shall assume full responsibility for any loss, damage or deterioration to the Goods
3.2 When the Buyer sign for the delivered Goods, the Buyer accept those Goods, and by accepting those Goods, represent that they have been delivered in an undamaged and acceptable condition.
3.3 Buyer agrees to keep the Goods, and the proceeds from the sales thereof, separate and capable of identification, as the property of Supplier, to make entries in its books showing that the property is held for the account of Supplier, to report to Supplier the consummation of any sale on a weekly basis as more fully set forth herein; and to furnish the Supplier on demand a true and complete report of the Buyer’s sales for any period of time stated by the Supplier.
3.4 Buyer agrees to keep the goods fully insured at its expense against any and all risks including, but not limited to, breakage, damage or theft. The insurance policies shall be satisfactory to Supplier, and shall be delivered to Supplier promptly upon demand. Any and all insurance proceeds resulting from a claim on Supplier’s property shall be made payable to Supplier as its interest may appear.
3.5 Xxxxx agrees not to remove any of the Goods subject to this security agreement from the Buyer’s address as set forth herein, without the written consent of Supplier, except for purpose of sale and subject to the provisions and conditions herein provided.
Delivery and Documents 13.1 Subject to GCC Sub-Clause 33.1, the delivery of the Goods and completion of the Related Services shall be in accordance with the List of Goods and Delivery Schedule specified in the Supply Requirements. The details of shipping and other documents to be furnished by the Supplier are specified in the SCC.
Delivery Time Vendors shall specify the estimated delivery time in calendar days for each item. The purchaser should consult the vendor regarding vehicle production schedules. Delivery shall be within the normal working hours of the user, Monday through Friday, excluding holidays.
Delivery and Redelivery of Securities for Carrying Purposes The Manager may deliver to you from time to time prior to the termination of the applicable AAU pursuant to Section 9.1 hereof against payment, for carrying purposes only, any Securities or Other Securities purchased by you under the applicable AAU or any Intersyndicate Agreement which the Manager is holding for sale for your account but which are not sold and paid for. You will redeliver to the Manager against payment any Securities or Other Securities delivered to you for carrying purposes at such times as the Manager may demand.
Delivery Times 4.1 The delivery times agreed with regard to (parts of) the Performance to be delivered by the Supplier shall be binding. If these delivery times are exceeded, the Supplier shall automatically be in default under the Agreement without notice of default being required to that effect.
4.2 For each calendar day by which the aforesaid delivery times are exceeded, the Supplier shall pay to Wavin an amount of 0.5% of the total sum agreed with a maximum of 10%, which is a genuine pre-estimate of the losses incurred by Xxxxx.
4.3 The Supplier shall always be obliged to provide Wavin in time, and in all cases within 24 hours after the Supplier became aware of this or should reasonably have foreseen this, with adequate and written notification of its impending failure to meet the delivery time. Execution of the Agreement in partial deliveries shall require Xxxxx’s prior written consent. If Wavin so requests, the Supplier shall be obliged to submit a written production or execution schedule and/or to cooperate in progress monitoring.
