Common use of Delivery and Risk Clause in Contracts

Delivery and Risk. (a) Supplier will deliver the Products and/or Services in accordance with the delivery dates specified in the Contract. The delivery terms for the Products shall be EXW (Incoterms 2010) Supplier's warehouse or as otherwise specified in the Contract. Risk in the Products shall pass to Customer upon delivery. (b) All dates and times specified to Customer for delivery and installation of the Products or the provision of Services are estimates only and the time of delivery is not of the essence. Supplier shall not have any liability for delay or for any damages or losses sustained by Customer as a result of such dates or times not being met. Customer shall not be entitled to refuse acceptance of the Products or Services as a consequence of such delay. (c) Supplier reserves the right to make deliveries in instalments. Delay or other default in relation to a particular instalment shall not entitle Customer to cancel any other instalment nor to relieve Customer of its obligations to accept delivery and pay for other instalments. (d) Supplier may in its absolute discretion withhold delivery of the Products and/or supply of the Services pending payment of any sum due from Customer to Supplier. (e) Customer shall inspect the Products immediately upon delivery or collection, and Customer shall notify Supplier in writing of any matter or thing by reason of which Customer states that the Products are not in accordance with the contract. If Customer fails to give such notice within ten (10) days, it shall be conclusively presumed that Customer has accepted the Products and that the Products are in accordance with the contract, and Customer shall have no right to reject the Products. (f) Customer must make all claims for shipment shortages to Supplier in writing within ten (10) days of the date of delivery. (g) If Customer does not accept delivery of a consignment of Products in accordance with the Contract: (i) Supplier shall be entitled to claim payment in accordance with clause 11 for the Products refused; and (ii) the Products refused shall be in all respects at Customer's risk; and (iii) the cost of storing the Products shall be borne by Customer.

Delivery and Risk. (a) Supplier Transas will deliver the Products and/or Services in accordance with the delivery dates specified in the Contract. The delivery terms for the Products shall be EXW (Incoterms 2010) SupplierTransas's warehouse or as otherwise specified in the Contract. Risk in the Products shall pass to Customer upon delivery. (b) All dates and times specified to Customer for delivery and installation of the Products or the provision of Services are estimates only and the time of delivery is not of the essence. Supplier Transas shall not have any liability for delay or for any damages or losses sustained by Customer as a result of such dates or times not being met. Customer shall not be entitled to refuse acceptance of the Products or Services as a consequence of such delay.entitled (c) Supplier Transas reserves the right to make deliveries in instalments. Delay or other default in relation to a particular instalment shall not entitle Customer to cancel any other instalment nor to relieve Customer of its obligations to accept delivery and pay for other instalments. (d) Supplier Transas may in its absolute discretion withhold delivery of the Products and/or supply of the Services pending payment of any sum due from Customer to SupplierTransas. (e) Customer shall inspect the Products immediately upon delivery or collection, and Customer shall notify Supplier Transas in writing of any matter or thing by reason of which Customer states that the Products are not in accordance with the contract. If Customer fails to give such notice within ten (10) days, it shall be conclusively presumed that Customer has accepted the Products and that the Products are in accordance with the contract, and Customer shall have no right to reject the Products. (f) Customer must make all claims for shipment shortages to Supplier Transas in writing within ten (10) days of the date of delivery. (g) If Customer does not accept delivery of a consignment of Products in accordance with the Contract: (i) Supplier Transas shall be entitled to claim payment in accordance with clause 11 for the Products refused; and (ii) the Products refused shall be in all respects at Customer's risk; and (iii) the cost of storing the Products shall be borne by Customer.

Delivery and Risk. (a) 3.1 In consideration for the payment of the Fee and any other sums due by Customer, Supplier will deliver shall supply the Products and/or Services referred to in the Order Acknowledgement to Customer. 3.2 Supplier shall use its reasonable endeavours to perform its obligations under this Contract within any timescales set out in this Contract, but Supplier shall not have any Liability for any delays or failure to accurately perform its obligations: 3.2.1 if it has used those endeavours; or 3.2.2 if caused by any failure or delay on the part of Customer or Customer's agents, staff, officers, employees and contractors or customers or by any breach by Customer of this Contract or any other contract between the Parties. Any timeframe for delivery in a previous contract shall be no indication of the timeframe for delivery in this Contract. 3.3 Partial delivery or performance shall be permitted. Supplier may deliver and provide the Products in instalments. Unless the Parties otherwise agree in writing, Supplier may invoice Customer for Products covered by the Order in accordance with Clause 10.3, notwithstanding that Supplier has not yet delivered to Customer all Products covered by an Order. 3.4 Delay, default or non-delivery of any instalment by Supplier shall not entitle Customer to cancel or terminate, and shall not affect, the remainder of this Contract. 3.5 Unless otherwise agreed in writing between the Parties, this Contract is for delivery of the Products ex works (Incoterms 2010) at the place stipulated as such in this Contract (or if no place stipulated, then Supplier's normal location for despatch of the Products in the UK). If there is any conflict between the provisions of Incoterms 2010 and this Contract, this Contract shall prevail. Sections 32 (2) and (3) of the Sale of Goods Act 1979 shall not apply to this Contract. 3.6 Notwithstanding the place of delivery (including the risk and responsibility allocation in accordance with the ex works provisions of Incoterms 2010), Supplier reserves the right to despatch the Products to a carrier selected by Supplier and arrange and pay for the carriage to Customer’s (or its direct or indirect customer’s) premises (as Customer’s agent) subject to satisfaction of a minimum Order value specified to Customer by Supplier from time to time. Where the Parties have not agreed that delivery dates specified shall take place at Customer’s (or its direct or indirect customer’s) premises, Supplier may invoice Customer for its carriage and insurance costs at the same time as invoicing for the Products. 3.7 Supplier shall inform Customer of the estimated date on which the Products will be ready for delivery or collection. 3.8 Customer shall ensure that it is ready for safe receipt (or, as the case may be, collection) of the Products at all reasonable times without undue delay. 3.9 Where Supplier delivers the Products to Customer’s (or its direct or indirect customers’) premises, Supplier shall deliver to the nearest entrance to the delivery address and at ground floor level only. It is Customer’s responsibility to get the Products from that point to any other part of the delivery address. Some Products are large and it may be difficult or impossible without modifications to the premises to get them up small or sharp turning staircases or through small doorways. It is Customer’s responsibility to satisfy itself that access is sufficient for the size of the Products purchased and for the premises to be modified if necessary. Customer shall provide or procure the provision of the delivery vehicle with reasonable access to park and deliver, or give Supplier sufficient notice for reasonable arrangements for making deliveries. Supplier may contact Customer with an estimated time for actual delivery, but Supplier is unable to give an exact time. 3.10 Customer may be required to sign a delivery note and other documentation upon delivery of the Products. The signing of any such documentation by Customer shall be evidence that the Products have been delivered and in the Contractquantities stipulated in the documentation. The delivery terms for Customer shall inspect the Products shall be EXW and packaging for any obvious damage (Incoterms 2010including the sound of broken material) Supplier's warehouse or as otherwise specified and make a note of any obvious damage when signing, and in the Contract. Risk any event report any obvious damage present on delivery to Supplier in accordance with Clause 6.4. 3.11 All risk in the Products shall pass to Customer upon delivery, provided that where delivery is delayed due to Customer’s request or breach by Customer of its obligations under this Contract, risk shall pass at the date when delivery would have occurred but for that request or breach. (b) All dates and times specified 3.12 Customer shall keep the Products fully insured on Supplier's behalf with a reputable insurance company to the reasonable satisfaction of Supplier for their full price against all risks of loss or damage from the time when the risk passes to Customer until property passes in accordance with Clause 4. On request, Customer shall produce the policy of insurance to Supplier. If the Products are lost, damaged or destroyed, Customer shall hold the proceeds of insurance for and to the order of Supplier pending Payment. 3.13 If delivery and installation of the Products is delayed or the provision obstructed through Customer's default or breach of Services are estimates only and the time of this Contract or if Customer declines or delays in accepting or taking delivery is not or receipt of the essence. Products, then (subject to Clause 9) Supplier shall not have any liability Liability as a result and Supplier may (without prejudice to any other right or remedy available to it) do all or any of the following: 3.13.1 charge a re-delivery fee; 3.13.2 charge a reasonable storage fee for delay the Products; 3.13.3 sell the Products for Supplier's account; 3.13.4 cancel this Contract as regards any Products that remain to be delivered or performed; and 3.13.5 require Customer to indemnify Supplier for any damages and all losses, liabilities, claims, proceedings, judgments, damages, demands, actions, costs, charges, expenses, penalties and fines suffered or losses sustained incurred by Customer Supplier as a result of such dates Customer declining or times delaying. 3.14 Where delivery is not being met. to the United Kingdom, Customer shall not be entitled to refuse acceptance responsible for complying with all applicable laws, regulations and codes of practice governing the importation, installation and use of the Products or Services as a consequence into the country of such delay. (c) Supplier reserves the right to make deliveries in instalments. Delay or other default in relation to a particular instalment shall not entitle Customer to cancel any other instalment nor to relieve Customer of its obligations to accept delivery destination and pay for other instalments. (d) Supplier may in its absolute discretion withhold delivery of the Products and/or supply of the Services pending payment of any sum due from Customer to Supplierimport and/or export duties or levies thereon. (e) Customer shall inspect the Products immediately upon delivery or collection, and Customer shall notify Supplier in writing of any matter or thing by reason of which Customer states that the Products are not in accordance with the contract. If Customer fails to give such notice within ten (10) days, it shall be conclusively presumed that Customer has accepted the Products and that the Products are in accordance with the contract, and Customer shall have no right to reject the Products. (f) Customer must make all claims for shipment shortages to Supplier in writing within ten (10) days of the date of delivery. (g) If Customer does not accept delivery of a consignment of Products in accordance with the Contract: (i) Supplier shall be entitled to claim payment in accordance with clause 11 for the Products refused; and (ii) the Products refused shall be in all respects at Customer's risk; and (iii) the cost of storing the Products shall be borne by Customer.

Delivery and Risk. (a) Supplier will deliver Delivery of the Products and/or Services goods shall be made to the Customer at the place specified in the Contract or as subsequently agreed between the parties and the risk in respect of all goods shall pass to the Customer at the time of delivery. If no place of delivery is specified or agreed, delivery shall take place at the Company’s works immediately prior to loading for despatch to the Customer. Notwithstanding such delivery, the property in and title to the goods shall not pass to the Customer except as provided in Condition 10. Where the Company does not delivery on its own transport, and unless otherwise agreed in writing, the Company shall on behalf of the Customer and at the Customer’s expense arrange for the carriage of the goods and the carrier selected by the Company shall be the agent of the Customer. Special notice is directed to the fact that in accordance with the provision of Section 32 of the Sale of Goods Act 1979 delivery to the carrier will, in such circumstances constitute delivery to the Customer. b) Without giving any warranty or representation, the Company intends to use its best endeavours to comply with any date or dates specified for despatch or delivery of the goods stated in the Contract. The delivery terms for Contract but (unless the Products contract expressly provides) time shall not be EXW (Incoterms 2010) Supplier's warehouse or as otherwise specified in the Contract. Risk in the Products shall pass to Customer upon delivery. (b) All dates and times specified to Customer for delivery and installation of the Products essence of the Contract and such date or dates shall constitute only statements of intention and shall not be binding. If the provision Company fails to despatch or delivery of Services are estimates only the goods by such date or dates, such failure shall not constitute a breach of the contract and the time of delivery is not of the essence. Supplier shall not have any liability for delay or for any damages or losses sustained by Customer as a result of such dates or times not being met. Customer shall not be entitled to refuse acceptance treat the Contract as thereby repudiated or to rescind it or in any related contract in whole or in part or claim compensation for such failure. c) If delivery is to be made at the premises of the Products Company’s warehouseman or Services as a consequence other bailee, sufficient delivery shall be made by the delivery to the Customer by the Company of an order on or by the transfer to the Customer of the warranty of such delay. (c) Supplier reserves warehouseman or bailee for the right to make deliveries in instalments. Delay release or other default in relation to a particular instalment shall not entitle Customer to cancel any other instalment nor to relieve Customer of its obligations to accept delivery and pay for other instalments. (d) Supplier may in its absolute discretion withhold delivery of the Products and/or supply goods: d) The Company shall be entitled to make delivery of the Services pending payment of any sum due from goods by instalments and to invoice the Customer to Supplier.for each instalment despatched: (e) Where damage to or loss of the goods occurs before delivery thereof to the Customer shall inspect the Products immediately upon Company undertakes (subject as provided below) to replace or (at its discretion) to repair free of charge any goods so damaged or lost in which event the time for delivery of the damaged or collection, and Customer shall notify Supplier in writing of any matter or thing by reason of which Customer states that the Products are not in accordance with the contract. If Customer fails to give such notice within ten (10) days, it lost goods shall be conclusively presumed that Customer has accepted extended for such period as the Products and that the Products are in accordance with the contract, and Customer Company shall have no right to reject the Products. (f) Customer must make all claims reasonably require for shipment shortages to Supplier in writing within ten (10) days such replacement or repair. The foregoing undertaking of the date of delivery. (g) If Customer does not accept delivery of a consignment of Products in accordance with the ContractCompany is conditional upon: (i) Supplier shall be entitled the Customer giving notice of such damage or loss with reasonable particulars thereof to claim payment the Company and to the carrier (if other that the Company) within seven days of the receipt of the goods or in accordance with clause 11 for the Products refused; case of total loss within seven days of receipt of the Company’s or the carrier’s delivery advice or other notification of despatch: and (ii) the Products refused Customer if requested by the Company and at the Customer’s cost returning any damaged goods to the Company’s works within one month of receipt thereof. f) Where the goods are not manufactured or supplied directly by the company and are delivered direct to the Customer by, or collected by the Customer from the manufacturer or supplier the Company shall not be liable for any damage to or loss of the goods whatsoever or whenever occurring: g) Save as expressly provided in this Condition, the Company shall not have any liability whatsoever for or in connection with any damage to or loss of the goods in transit to the contracted place of delivery. h) in the event of late delivery or non-delivery of all or any of the goods by reason of the Company’s breach of the Contract, the customer shall not be entitled to any damages in respect of any loss of profits or of production or any other consequential loss or damage which he thereby sustain. i) Unless otherwise provided in the Contract where the Contract is for the delivery of goods outside The Netherlands deliveries be made FCA. Hengelo, The Netherlands. j) If the Customer refuses to take delivery of the goods the Company may charge for return transport and storage. k) The Customer shall notify the company within fourteen days of the invoice date, in the event of non-delivery of the goods. l) If the Company shall be prevented or hindered from supplying the goods or any part thereof in accordance with the Contract by any circumstances beyond its control including (but without prejudice to the generality of the foregoing) strikes, lock-out, power failure, breakdown of machinery or inability to obtain materials, further performance of the Contract shall be suspended for as long as the Company is so prevented or hindered. m) If the Company shall be prevented from supplying the goods or any part thereof in accordance with the Contract by reason of the Customer being unable to accept delivery for any reason, all respects at Customer's risk; and (iii) costs thereby sustained by the cost of storing the Products company shall be borne by the Customer. n) Where the fulfilment of any order involves delivery by instalments each instalment shall be deemed to be sold under a separate contract and any failure to deliver any instalment shall not entitle the Customer to repudiate the principal contract or any part thereof.

Delivery and Risk. (a) Supplier Transas will deliver the Products and/or Services in accordance with the delivery dates specified in the Contract. The delivery terms for the Products shall be EXW (Incoterms 2010) SupplierTransas's warehouse or as otherwise specified in the Contract. Risk in the Products shall pass to Customer upon delivery.the (b) All dates and times specified to Customer for delivery and installation of the Products or the provision of Services are estimates only and the time of delivery is not of the essence. Supplier Transas shall not have any liability for delay or for any damages or losses sustained by Customer as a result of such dates or times not being met. Customer shall not be entitled to refuse acceptance of the Products or Services as a consequence of such delay. (c) Supplier Transas reserves the right to make deliveries in instalments. Delay or other default in relation to a particular instalment shall not entitle Customer to cancel any other instalment nor to relieve Customer of its obligations to accept delivery and pay for other instalments. (d) Supplier Transas may in its absolute discretion withhold delivery of the Products and/or supply of the Services pending payment of any sum due from Customer to SupplierTransas. (e) Customer shall inspect the Products immediately upon delivery or collection, and Customer shall notify Supplier Transas in writing of any matter or thing by reason of which Customer states that the Products are not in accordance with the contract. If Customer fails to give such notice within ten (10) days, it shall be conclusively presumed that Customer has accepted the Products and that the Products are in accordance with the contract, and Customer shall have no right to reject the Products. (f) Customer must make all claims for shipment shortages to Supplier Transas in writing within ten (10) days of the date of delivery. (g) If Customer does not accept delivery of a consignment of Products in accordance with the Contract: (i) Supplier Transas shall be entitled to claim payment in accordance with clause 11 for the Products refused; and (ii) the Products refused shall be in all respects at Customer's risk; and (iii) the cost of storing the Products shall be borne by Customer.