Common use of Delivery and Risk Clause in Contracts

Delivery and Risk. 5.1. Time for delivery will start to run from the time that SPP is in receipt of full and sufficient information from the Purchaser to enable SPP to proceed with uninterrupted manufacture of the Goods. Delivery dates are estimates only and time for delivery shall not be of the essence of the Contract nor shall it be made of the essence by notice. SPP shall advise the Purchaser promptly of any change in the delivery time from that which was included in SPP’s quotation or order acknowledgement 5.2. SPP shall not be liable for any direct or consequential loss to the Purchaser which results from delayed delivery of the Goods nor shall the Purchaser be entitled to terminate or rescind the Contract on the grounds of delayed delivery. In the absence of any other agreed contract conditions relating to delivery liquidated damages shall apply at the rate of 0.25% of the undelivered portion of the Contract value for each week of delay beyond 30 days up to a maximum of 5%. 5.3. Delivery terms and the passing of risk shall be as stated in the Contract. If delivery terms are not stated in the Contract the delivery terms and the passing of risk shall be in accordance with Incoterms 2020 EXW (domestic contracts) or FCA (export contracts) based on the SPP premises manufacturing the Goods. 5.4. At SPP’s option the Goods may be provided in part shipments. 5.5. Where SPP is responsible for delivery of the Goods SPP shall promptly give the Purchaser notice that the Goods have been dispatched along with an expected delivery date. If the Goods are not received then the Purchaser shall advise SPP within 5 days of the expected delivery date. If Goods are received in a damaged condition the Purchaser shall so advise SPP in writing within 72 hours of receipt. In the absence of such advice the Goods shall be deemed to have been received in good condition. 5.6. If the Goods are ready for despatch or collection and the Purchaser requires despatch or collection to be delayed SPP shall be entitled to payment for the Goods pursuant to clause 9 plus reimbursement of storage costs. Risk transfers at this point. 5.7. If the Contract includes a requirement for SPP to submit documents for approval by the Purchaser then the Purchaser undertakes to respond to such submissions within three days. SPP reserve the right to extend delivery and or apply prolongation charges in the event that the Purchaser takes more than 2 weeks to respond to each submission or re-submission of documents or drawings for approval where such approval forms part of the Contract. Where documents are rejected then SPP will amend these documents and resubmit. Subsequent rejections relating to items unchanged from earlier submissions but not previously commented upon shall also be considered as an extension to time and shall incur prolongation charges.

Delivery and Risk. 5.1. Time for delivery 5.1 Delivery lead time will start to run commence from the time that SPP KBTL is in receipt of full and sufficient information from the Purchaser to enable SPP KBTL to proceed with the uninterrupted manufacture of the Goods. Delivery Unless explicitly stated otherwise, delivery dates are estimates only and time for delivery shall not be of the essence of the Contract nor shall it be made of the essence by notice. SPP shall KBTL will advise the Purchaser promptly of any change in the delivery time from that which was included in SPPKBTL’s quotation or order acknowledgement 5.2. SPP KBTL shall not be liable for any direct or consequential loss to the Purchaser which results from delayed delivery of the Goods not attributable to KBTL nor shall the Purchaser be entitled to terminate or rescind the Contract on the grounds of delayed deliverydelivery not attributable to KBTL. 5.2 KBTL shall make every effort to meet delivery dates and shall take reasonable steps to avoid any delays. In If, as an exception, KBTL has expressly agreed in writing to any binding delivery dates and delivery is delayed more than 40 working days after such dates, then the absence of any other agreed contract conditions relating to delivery purchaser´s sole remedy shall be liquidated damages shall apply applied at the rate of 0.25% of the undelivered portion of the Contract value for each week of delay beyond 30 0.45 per every seven (7) days up thereafter to a maximum of 5%4.5% of the value (excluding VAT and carriage) of the delayed portion only. If the delay continues beyond 10 weeks, the Purchaser shall be entitled by notice in writing to make a demand for delivery within four weeks from the date of the notice (“Grace Period”). If KBTL does not deliver the Goods by the end of the Grace Period, then the Purchaser shall be entitled to terminate the Contract in respect to the undelivered Goods. The Purchaser shall forfeit his right to liquidated damages if he has not lodged a claim for such damages within six months after the time when delivery was due. 5.3. 5.3 Delivery terms and the passing of risk shall be in accordance with Incoterms 2010 as stated in the Contract. If delivery terms are not stated in the Contract Contract, the delivery terms and the passing of risk shall will be in accordance with Incoterms 2020 EXW (domestic contracts) or FCA (export contracts) based on the SPP premises manufacturing the Goods. 5.42010 FCA. At SPPKBTL’s option discretion, the Goods may be provided in part partial shipments. 5.5. 5.4 Where SPP KBTL is responsible for the delivery of the Goods SPP shall promptly give Goods, the Purchaser shall advise KBTL in writing within 72 hours of KBTL’s notice that the Goods have been dispatched along with an expected delivery date. If as to whether the Goods are have not been received then the Purchaser shall advise SPP within 5 days of the expected delivery date. If Goods are or were received in a damaged condition the Purchaser shall so advise SPP in writing within 72 hours of receiptcondition. In the absence of such advice advisement the Goods shall will be deemed to have been received in good condition. 5.6. If 5.5 In the event that the Goods are ready for despatch dispatch or collection and the Purchaser requires despatch dispatch or collection to be delayed, the risk of accidental loss or damage passes to the Purchaser as soon as notification of readiness for shipment has been given. The risk of accidental loss or damage also passes to Purchaser if the Goods are delivered to the site and commissioning is delayed SPP due to reasons that are not KBTL´s responsibility. 5.6 Any cancellation after acceptance is subject to a cancellation charge as illustrated in the graph below. 5.7 In the event of cancellation, this pre-determined graph shall prevail and not be subject to audit. 5.8 All goods or services provided in the final condition (buy out items such as drivers, systems, couplings, seals, etc.) shall be entitled billable to payment for the Goods pursuant to clause 9 plus reimbursement of storage costs. Risk transfers at this point. 5.7. If the Contract includes a requirement for SPP to submit documents for approval by the Purchaser then at the Purchaser undertakes to respond to such submissions within three days. SPP reserve the right to extend delivery buyout supplier’s charge of 15% for administration and or apply prolongation charges in the event that the Purchaser takes more than 2 weeks to respond to each submission or re-submission of documents or drawings for approval where such approval forms part of the Contract. Where documents are rejected then SPP will amend these documents and resubmit. Subsequent rejections relating to items unchanged from earlier submissions but not previously commented upon shall also be considered as an extension to time and shall incur prolongation handling charges.

Delivery and Risk. 5.1. Time for delivery will start to run 7.1 On and from the time date of this Agreement, the SPV acknowledges that SPP is in receipt of full and sufficient information from all risk relating to the Purchaser to enable SPP to proceed with uninterrupted manufacture construction of the GoodsRoads shall be borne by it, except those risks relating to the construction of the Roads occasioned by the FGN’s negligence, wilful default or fraud. Delivery dates are estimates only and time for delivery In such cases of negligence, wilful default and/or fraud (as appropriate), the FGN may, at its discretion, pass the risk to the Contractors but any such assignment or transfer of risk shall not be of in any way extinguish its liability to the essence of SPV. 7.2 The FGN, through the Contract nor FMW&H, undertakes to deliver the Trust Assets on or before the Anticipated Delivery Dates unless otherwise extended pursuant to Clause 7.4 below. 7.3 The FGN shall it be made of the essence by notice. SPP shall advise the Purchaser promptly of any change in the delivery time from that which was included in SPP’s quotation or order acknowledgement 5.2. SPP shall not indemnify and be liable for any direct actual loss or consequential loss damage incurred by the SPV due to the Purchaser failure to timeously deliver the Roads. 7.4 The Anticipated Delivery Dates represent the dates upon which results from delayed delivery of it is presently expected that the Goods nor various Trust Assets shall the Purchaser be entitled to terminate or rescind the Contract on the grounds of delayed ready for delivery. In the absence of any other agreed contract conditions relating to delivery liquidated damages shall apply at the rate of 0.25% of the undelivered portion of the Contract value for each week of delay beyond 30 days up to a maximum of 5%. 5.3. Delivery terms and the passing of risk shall be as stated in the Contract. If delivery terms are not stated in the Contract the delivery terms and the passing of risk shall be in accordance with Incoterms 2020 EXW (domestic contracts) or FCA (export contracts) based on the SPP premises manufacturing the Goods. 5.4. At SPP’s option the Goods may be provided in part shipments. 5.5. Where SPP is responsible for delivery of the Goods SPP shall promptly give the Purchaser notice that the Goods have been dispatched along with an expected delivery date. If the Goods are not received then the Purchaser shall advise SPP within 5 days of the expected delivery date. If Goods are received in a damaged condition the Purchaser shall so advise SPP in writing within 72 hours of receipt. In the absence of such advice the Goods shall be deemed to have been received in good condition. 5.6. If the Goods are ready for despatch or collection and the Purchaser requires despatch or collection to be delayed SPP shall be entitled to payment for the Goods pursuant to clause 9 plus reimbursement of storage costs. Risk transfers at this point. 5.7. If the Contract includes a requirement for SPP to submit documents for approval by the Purchaser then the Purchaser undertakes to respond to such submissions within three days. SPP reserve The SPV reserves the right to extend any of the Anticipated Delivery Dates by the periods below: 7.4.1 a period of up to three (3) additional months; 7.4.2 such period of extension as may be properly allowed to the Contractors by the FGN and notified to the SPV; and 7.4.3 such period as may be reasonable in respect of other delays caused by Force Majeure Events as detailed in Clause 17. 7.5 Such extensions, as may be granted by the SPV, in the event of continuation or recurrence of force majeure, are to run consecutively for other periods as may be fair and reasonable in prevailing circumstances, provided that the SPV shall advise the FMW&H of such extension at least seven (7) days before the Anticipated Delivery Date. 7.6 The “Delivery Date” shall be any such date as may be determined in accordance with the extension of the Anticipated Delivery Date in Clause 7.4 provided that any extension granted pursuant to Clause 7.4 shall not exceed a period of six (6) months from the Anticipated Delivery Date. 7.7 Notwithstanding Clause 7.1, the SPV agrees that upon delivery of the Trust Assets, on and from the Anticipated Delivery Date or apply prolongation charges the Delivery Date (as applicable), all risks, in respect of the Trust Assets shall pass to the SPV. 7.8 In the event that the Purchaser takes more than 2 weeks to respond to each submission or re-submission of documents or drawings for approval where such approval forms part Roads are not delivered in accordance with the Specifications, the SPV may exercise any of the Contractfollowing options: (a) reject the delivery of the Roads; (b) accept the delivery of the Roads as it is at a reduced price; or (c) accept the delivery of the Roads subject to new terms to be mutually agreed by the Parties including revision in the price or extension of time to meet the Specifications. 7.9 The FMW&H shall ensure that any and all defects and/or faults discovered upon inspection pursuant to Clause 6 are remedied and made good to the SPV’s reasonable satisfaction within thirty (30) days of the date of such inspection. Where documents are rejected then SPP will amend these documents defect is discovered during the Usufruct Period, the FMW&H undertakes to remedy or procure that the defect is remedied, both at its own cost and resubmit. Subsequent rejections relating expenses within twenty-one (21) days of receiving the notification of the defect from the SPV. 7.10 On satisfaction that the final Milestone with respect to items unchanged from earlier submissions but not previously commented upon a relevant Road Construction Work has been achieved, the FMW&H and the Trustees shall also issue the Final Certificates of Completion and the Trust Assets shall be considered as an extension delivered by the FMW&H to time and shall incur prolongation chargesthe SPV on the Delivery Date.

Delivery and Risk. 5.1. Time for 6.1 The delivery time will start to run from only when the time that SPP is in receipt Agreement has come into effect, if all conditions for the implementation of full the Agreement have been met and sufficient information from the Purchaser to enable SPP to proceed has complied with uninterrupted manufacture of the Goods. Delivery dates are estimates only and time for delivery shall not be of the essence of the Contract nor shall it be made of the essence by notice. SPP shall advise the Purchaser promptly of any change in the delivery time from that which was included in SPP’s quotation or order acknowledgement 5.2. SPP shall not be liable for any direct or consequential loss to the Purchaser which results from delayed delivery of the Goods nor shall the Purchaser be entitled to terminate or rescind the Contract on the grounds of delayed delivery. In the absence of any other agreed contract conditions relating to delivery liquidated damages shall apply at the rate of 0.25% of the undelivered portion of the Contract value for each week of delay beyond 30 days up to a maximum of 5%its payment obligations. 5.3. Delivery terms and the passing of risk shall be 6.2 The delivery date as stated in the ContractAgreement is approximate only and is not a final deadline. If BoTemp is not liable for damage as a result of a delivery terms are not stated in or execution of services on a later date. 6.3 In the Contract event of extra work, the delivery terms time is extended by the time needed to have the required materials and parts delivered and to execute the passing of risk shall be in accordance with Incoterms 2020 EXW (domestic contracts) or FCA (export contracts) based on the SPP premises manufacturing the Goodsextra work. 5.4. At SPP’s option the Goods may be provided in part shipments. 5.5. Where SPP is responsible for delivery of the Goods SPP 6.4 BoTemp shall promptly give inform the Purchaser notice that in writing if the Goods have been dispatched along with an expected delivery date is exceeded by more than four weeks and shall indicate a new expected delivery date. The Purchaser is entitled to terminate the Agreement only if the new delivery date is more than six months later than the original delivery date and BoTemp has not made available a replacement climate product, and the Purchaser has given written notice of default to BoTemp. 6.5 If the Goods are delay in delivery or work is the result of circumstances not received then attributable to BoTemp, the right of the Purchaser to terminate the Agreement lapses and no claim can be made against BoTemp to comply with the Agreement. 6.6 If the delivery date is exceeded, the Purchaser will not be entitled in any way whatsoever to damages, unless explicitly agreed otherwise. The Purchaser indemnifies BoTemp against any claim of third parties. 6.7 The delivery of the climate product, the materials, the options and/or the accessories to the Purchaser shall advise SPP within 5 days take place from the workplace of BoTemp at the risk and expense of the expected Purchaser. Unless agreed to the contrary, BoTemp is entitled to make deliveries cash on delivery. 6.8 If the Purchaser does not accept the climate product, the materials, the options and/or the accessories for whichever reason, he is nevertheless obliged to pay the price agreed upon and the risk of loss or damage will pass to the Purchaser. In that case, BoTemp shall put the climate product, the materials, the options and/or the accessories into storage at the expense of the Purchaser. The Purchaser is also liable for damage and/or costs arising from such non-acceptance. 6.9 The Purchaser is obliged to insure the climate product, the materials, the options and/or the accessories at its own expense with an insurance company with a good reputation as of the time the risk passes from BoTemp to the Purchaser. 6.10 After the actual delivery datehas taken place, the parties can no longer terminate or nullify the Agreement, except insofar as BoTemp, if so desired, wishes to invoke the right of recovery pursuant to Article 39, Book 7 of the Dutch Civil Code (Burgerlijk Wetboek) and claims back the climate product, the materials, the options and/or the accessories from the Purchaser. 6.11 The Purchaser shall ensure the timely supply of vehicles or objects destined for repair or assembly at the workplace of BoTemp as agreed upon. If Goods are received in a damaged condition repairs or assembly take place at the Purchaser shall so advise SPP in writing within 72 hours or third parties, the Purchaser shall, at no charge, arrange for an adequate space and unimpeded access for the mechanics of receipt. In the absence of such advice the Goods shall be deemed to have been received in good conditionBoTemp. 5.6. 6.12 If the Goods are ready for despatch repairs or collection and assembly take place at the Purchaser requires despatch or collection at a third party, the Purchaser is liable for damage to, theft of or loss of items of BoTemp, which not only includes the climate product, the materials, the options and/or the accessories to be delayed SPP installed, but also the equipment used for this purpose. The Purchaser shall be entitled to payment for the Goods pursuant to clause 9 plus reimbursement indemnify BoTemp against any claims of storage costs. Risk transfers at this pointthird parties. 5.7. If the Contract includes a requirement for SPP to submit documents for approval by the Purchaser then the Purchaser undertakes to respond to such submissions within three days. SPP reserve the right to extend delivery and or apply prolongation charges in the event that the Purchaser takes more than 2 weeks to respond to each submission or re-submission of documents or drawings for approval where such approval forms part of the Contract. Where documents are rejected then SPP will amend these documents and resubmit. Subsequent rejections relating to items unchanged from earlier submissions but not previously commented upon shall also be considered as an extension to time and shall incur prolongation charges.