Common use of Delivery and Risk Clause in Contracts

Delivery and Risk. 10.1 Unless otherwise agreed, the Company shall deliver Goods to the Purchaser as follows: a) The Company reserves the right to arrange transport by any means in its absolute discretion; b) Delivery will be made during Working Hours to the location agreed by the parties (“Delivery Point”); c) The Company or its transport contractor will deliver the Goods so close (“Drop Spot”) to the Delivery Point as, in the opinion of the Company or its transport contractor, it is safe or prudent to do so and delivery occurs and risk in the Goods passes to the Purchaser when the Company’s or its transport contractor’s delivery vehicle arrives at the Drop Spot; d) The Company reserves the right to charge the Purchaser any costs which it incurs as a result of any delay by the Purchaser in unloading the Goods or where unloading of the goods cannot be effected, including, if applicable, a return delivery fee at the prevailing freight rates; e) The unloading of Goods at a Drop Spot is the Purchaser’s responsibility at its own cost and risk but the Company or its transport contractor may, without liability to the Purchaser, unload the Goods at the Drop Spot if the Purchaser requests the Company to do so or is absent from the Drop Spot at the time the Company or its transport contractor wishes to unload and, subject to the rights of Consumers set out in clause 18.2, the Purchaser releases and forever discharges the Company and its transport contractor from and against any claim, cause of action or liability arising out of the unloading of Goods at the Drop Spot; f) Where the Purchaser attends the Company’s premises to acquire the Goods, the Company may, in its absolute discretion: i. Deliver the Goods into or onto the Purchaser’s vehicle in which case risk in the Goods passes to the Purchaser and delivery is effected when the Goods are set down in or on the Purchaser’s vehicle; or ii. Deliver the Goods by setting them down alongside the Purchaser’s vehicle in which case risk in the Goods passes to the Purchaser and delivery is effected when the Goods are set down alongside the Purchaser’s vehicle notwithstanding that the Company’s staff may, on request, assist the Purchaser to load the Goods into or onto the Purchaser’s vehicle. 10.2 Goods ordered for collection will be held for a maximum period of six (6) weeks and the balance of the invoice price must be paid in full before collection. If the Goods are not collected by that time, they may be delivered to (at the Company’s option) the Purchaser’s site or store or to a store selected by the Company and all costs incurred by the Company in relation to the holding and delivery of the goods shall be charged to and be paid by the Purchaser. 10.3 The Goods are at the Purchaser’s risk from the time at which they are delivered to the Purchaser or its nominee.

Delivery and Risk. 10.1 Unless otherwise agreed, the Company shall deliver Goods to the Purchaser as follows: a) The Company reserves the right to arrange transport by any means in its absolute discretion; b) Delivery will be made during Working Hours to the location agreed by the parties (“Delivery Point”); c) The Company or its transport contractor will deliver the Goods so close (“Drop Spot”) to the Delivery Point as, in the opinion of the Company or its transport contractor, it is safe or prudent to do so and delivery occurs and risk in the Goods passes to the Purchaser when the Company’s or its transport contractor’s delivery vehicle arrives at the Drop Spot; d) The Company reserves the right to charge the Purchaser any costs which it incurs as a result of any delay by the Purchaser in unloading the Goods or where unloading of the goods cannot be effected, including, if applicable, a return delivery fee at the prevailing freight rates; e) The unloading of Goods at a Drop Spot is the Purchaser’s responsibility at its own cost and risk but the Company or its transport contractor may, without liability to the Purchaser, unload the Goods at the Drop Spot if the Purchaser requests the Company to do so or is absent from the Drop Spot at the time the Company or its transport contractor wishes to unload and, subject to the rights of Consumers set out in clause 18.2, the Purchaser releases and forever discharges the Company and its transport contractor from and against any claim, cause of action or liability arising out of the unloading of Goods at the Drop Spot; f) Where the Purchaser attends the Company’s premises to acquire the Goods, the Company may, in its absolute discretion: i. i) Deliver the Goods into or onto the Purchaser’s vehicle in which case risk in the Goods passes to the Purchaser and delivery is effected when the Goods are set down in or on the Purchaser’s vehicle; or ii. ) Deliver the Goods by setting them down alongside along side the Purchaser’s vehicle in which case risk in the Goods passes to the Purchaser and delivery is effected when the Goods are set down alongside along side the Purchaser’s vehicle notwithstanding that the Company’s staff may, on request, assist the Purchaser to load the Goods into or onto the Purchaser’s vehicle. 10.2 Goods ordered for collection will be held for a maximum period of six (6) weeks and the balance of the invoice price must be paid in full before collection. If the Goods are not collected by that time, they may be delivered to (at the Company’s option) the Purchaser’s site or store or to a store selected by the Company and all costs incurred by the Company in relation to the holding and delivery of the goods shall be charged to and be paid by the Purchaser. 10.3 The Goods are at the Purchaser’s risk from the time at which they are delivered to the Purchaser or its nominee.

Delivery and Risk. 10.1 i) Time of delivery is of the essence of the Contract. ii) When the goods under the Purchase Order are to be delivered in installments, each separate delivery will not constitute a separate contract and failure by the Seller to deliver any one or more of the installments in accordance with these terms and the Purchase Order, or claim by Xxxxxx Manufacturing Limited in respect of any one or more installments shall entitle Xxxxxx Manufacturing Limited to treat the Contract as a whole as repudiated. iii) Unless otherwise agreed, specified in the Company Contract delivery of goods shall deliver Goods to the Purchaser as follows: a) The Company reserves the right to arrange transport by any means in its absolute discretion; b) Delivery will be made during Working Hours to the location agreed by the parties (“Delivery Point”); c) The Company or its transport contractor will deliver the Goods so close (“Drop Spot”) to the Delivery Point as, at Xxxxxx Manufacturing Limited's premises nominated in the opinion Purchase Order during the normal business hours of the Company or its transport contractor, it is safe or prudent to do so and delivery occurs and risk in the Goods passes to the Purchaser when the Company’s or its transport contractor’s delivery vehicle arrives at the Drop Spot; d) The Company reserves the right to charge the Purchaser any costs which it incurs as a result of any delay by the Purchaser in unloading the Goods or where unloading of the goods cannot be effected, including, if applicable, a return delivery fee at the prevailing freight rates; e) The unloading of Goods at a Drop Spot is the Purchaser’s responsibility at its own cost and risk but the Company or its transport contractor may, without liability to the Purchaser, unload the Goods at the Drop Spot if the Purchaser requests the Company to do so or is absent from the Drop Spot at the time the Company or its transport contractor wishes to unload and, subject to the rights of Consumers set out in clause 18.2, the Purchaser releases and forever discharges the Company and its transport contractor from and against any claim, cause of action or liability arising out of the unloading of Goods at the Drop Spot; f) Where the Purchaser attends the Company’s premises to acquire the Goods, the Company may, in its absolute discretion: i. Deliver the Goods into or onto the Purchaser’s vehicle in which case risk in the Goods passes to the Purchaser and delivery is effected when the Goods are set down in or on the Purchaser’s vehicle; or ii. Deliver the Goods by setting them down alongside the Purchaser’s vehicle in which case risk in the Goods passes to the Purchaser and delivery is effected when the Goods are set down alongside the Purchaser’s vehicle notwithstanding that the Company’s staff may, on request, assist the Purchaser to load the Goods into or onto the Purchaser’s vehicleXxxxxx Manufacturing Limited. 10.2 Goods ordered for collection will be held for a maximum period of six (6iv) weeks and the balance of the invoice price must be paid Risk in full before collection. If the Goods are not collected by that time, they may be delivered to (at the Company’s option) the Purchaser’s site or store or to a store selected by the Company and all costs incurred by the Company in relation to the holding and delivery of the goods shall pass on delivery being made to Xxxxxx Manufacturing Limited unless otherwise specified in the Contract. v) The goods shall be charged to and be paid insured by the PurchaserSeller for their full value until delivered in accordance with the requirements of the Contract. 10.3 vi) The Goods Seller shall pack the goods securely and properly prior to dispatch and shall be wholly responsible for all losses and damage in transit. Where advised, Xxxxxx Manufacturing Limited's packing specifications will be complied with by the Seller. vii) The Seller shall notify Xxxxxx Manufacturing Limited immediately of any anticipated delay in deliveries. viii) Subject to clause 17, if the goods are at not delivered on the Purchaser’s risk due date in accordance with the Purchase Order then, without limiting any other remedy, Xxxxxx Manufacturing Limited shall be entitled to deduct from the time at Contract price or, if Xxxxxx Manufacturing Limited has paid the Contract price, to claim from the Seller by way of liquidated damages for delay 1% or the Contract price for every 1 week delay, up to a maximum of 10% of the Contract price. ix) Where services or work on Xxxxxx Manufacturing Limited’s premises are being carried out, the Seller shall be bound by Xxxxxx Manufacturing Limited's "Site Working Conditions" which they are delivered to available from the Purchaser or Purchasing Manager and must be duly signed by an authorized representative of the Seller before any work commences. x) All costs of delivery shall be included in the Contract price. Unless otherwise provided for in the Contract, all packaging supplied by the Seller shall be non-returnable and its nomineecost included in the Contract price. xi) Xxxxxx Manufacturing Limited's Purchase Order number must be shown on each package.

Delivery and Risk. 10.1 3.1 All Deliverables that are goods will be delivered to, and all services performed at, the address and on the date stated in the purchase order. If no address is specified, the Supplier must seek written clarification from the Purchaser. Unless otherwise agreedstated in the order, Deliverables shall be delivered during the Purchaser's normal hours of business. 3.2 Delivery shall be on or before the date specified in the order. Time of delivery shall be of the essence. Should the Supplier wish to deliver earlier than the date specified, prior written agreement of the Purchaser must be obtained. If no delivery date is specified, delivery shall take place within 28 days of the order date. 3.3 A packing note quoting the Purchaser's purchase order number must accompany each delivery or consignment of goods, failing which the Purchaser may return the relevant Deliverables to the Supplier at the Supplier's expense. 3.4 Where Deliverables are to be supplied in instalments, the Company shall deliver Goods contract is still to the Purchaser as follows: a) The Company reserves the right to arrange transport by any means in its absolute discretion; b) Delivery will be made during Working Hours to the location agreed by the parties (“Delivery Point”); c) The Company or its transport contractor will deliver the Goods so close (“Drop Spot”) to the Delivery Point as, in the opinion of the Company or its transport contractor, it is safe or prudent to do so and delivery occurs and risk in the Goods passes to the Purchaser when the Company’s or its transport contractor’s delivery vehicle arrives at the Drop Spot; d) The Company reserves the right to charge the Purchaser any costs which it incurs treated as a result of any delay by the Purchaser in unloading the Goods or where unloading of the goods cannot be effected, including, if applicable, a return delivery fee at the prevailing freight rates; e) The unloading of Goods at a Drop Spot is the Purchaser’s responsibility at its own cost and risk but the Company or its transport contractor may, without liability to the Purchaser, unload the Goods at the Drop Spot if the Purchaser requests the Company to do so or is absent from the Drop Spot at the time the Company or its transport contractor wishes to unload and, subject to the rights of Consumers set out in clause 18.2, the Purchaser releases and forever discharges the Company and its transport contractor from and against any claim, cause of action or liability arising out of the unloading of Goods at the Drop Spot; f) Where the Purchaser attends the Company’s premises to acquire the Goods, the Company may, in its absolute discretion: i. Deliver the Goods into or onto the Purchaser’s vehicle in which case risk in the Goods passes to the Purchaser and delivery is effected when the Goods are set down in or on the Purchaser’s vehicle; or ii. Deliver the Goods by setting them down alongside the Purchaser’s vehicle in which case risk in the Goods passes to the Purchaser and delivery is effected when the Goods are set down alongside the Purchaser’s vehicle notwithstanding that the Company’s staff may, on request, assist the Purchaser to load the Goods into or onto the Purchaser’s vehicle. 10.2 Goods ordered for collection will be held for a maximum period of six (6) weeks and the balance of the invoice price must be paid in full before collectionsingle contract. If the Goods Supplier fails to deliver or perform any instalment the Purchaser may treat the whole contract as repudiated. 3.5 The Purchaser may reject any Deliverables which are not collected by that time, they may be delivered to (at fully in accordance with the Company’s option) the Purchaser’s site or store or to a store selected by the Company and all costs incurred by the Company in contract. In relation to goods, acceptance does not occur until the holding and delivery of Purchaser has had reasonable time to inspect or consider the relevant Deliverables following supply, up to the point at which goods shall be charged to and be paid are used or re-sold by the Purchaser. 10.3 3.6 Risk of damage to or loss of any goods passes to the Purchaser on delivery. 3.7 Title to and ownership of any goods pass to the Purchaser upon delivery unless payment has been made in whole or in part for the goods in advance, in which case title and ownership pass to the Purchaser immediately upon such payment. 3.8 Unless otherwise clearly stated on the relevant delivery note or required by applicable law, the Purchaser will not be bound to return to the Supplier any packaging or packing material. Where packaging is returned to the Supplier that return shall be effected at the Supplier's expense. 3.9 The Goods Supplier shall deliver goods in appropriate packaging that is suitable for safe and efficient storage and onward transport by the Purchaser and meets the Purchaser's requirements in every way for the type of goods purchased. The Supplier must enquire with the Purchaser as to its needs for packaging and adhere to them in every way. Where the Supplier fails to supply packaging in accordance with the Purchaser's requirements, the Purchaser may (to the relevant extent) withhold payment for the relevant Deliverables and reclaim from the Supplier any loss incurred by the Purchaser arising from the deficient packaging. 3.10 If any performance of the Supplier occurs on the Purchaser's premises this sub-section will apply. The Supplier will ensure that best industry standards are adopted for the health and safety both of the Supplier's personnel and of any other individuals affected by the Supplier's actions. The Purchaser may refuse or terminate the access of any individual to its premises who fails to comply with the Purchaser's reasonable requirements as to security, health and safety routines, times and areas of access or otherwise. 3.11 In the case of works to be carried out on the land or premises of the Purchaser, any equipment or materials of the Supplier provided in connection with such works shall be the sole responsibility of the Supplier. 3.12 If contract terms refer to Incoterms, then those defined meanings will relate to the current edition of Incoterms and these will apply unless expressly stated otherwise. 3.13 The Purchaser shall own all intellectual property rights in any software, data, documents and other materials which the Purchaser provides to the Supplier to use in relation to the provision of a service (“Purchaser Materials”). The Purchaser hereby grants the Supplier a right to use Purchaser Materials to the extent necessary for the Supplier to perform the service(s). 3.14 The Supplier will own the intellectual property rights in the deliverables and any materials created under or in connection with the agreement, excluding Purchaser Materials, the Purchaser’s confidential information or any personal data of the Purchaser integrated or incorporated into the deliverables, and the Purchaser and its group members will have a worldwide, royalty- free, perpetual, irrevocable licence to use the deliverables for the Purchaser’s own internal purposes. For the avoidance of doubt, the scope of this intellectual property licence will include use by any service provider or third party where such use is required in order for Belron to gain the full benefit of the relevant deliverables or services. 3.15 The Purchaser and the Supplier shall comply with all applicable data protection legislation in relation to any personal data shared under this agreement. 3.16 At the Purchasers request the Supplier will, at the Purchaser’s risk from option, either return or destroy Purchaser Materials and Purchaser’s confidential information (and all copies thereof) on terms to be agreed between the time at which they are delivered to the Purchaser or its nomineeparties.

Delivery and Risk. 10.1 5.1 Unless otherwise agreed, agreed in writing: (a) the Company shall deliver will arrange for transport of the Goods to the Purchaser as follows: a) The Company reserves the right to arrange transport by any means in its absolute discretionPurchaser’s specified delivery point; (b) Delivery will be made during Working Hours the Company is entitled to charge the location agreed fee for such transport set out in the Headland Machinery Contract Specific Terms and Conditions as the “delivery fee”; (c) the Purchaser must pay the delivery fee upon delivery of the Goods; (d) the Purchaser is responsible for unloading the Goods from the transport vehicle; (e) the Purchaser indemnifies the Company against any loss or damage suffered by the parties Company, its sub-contractors or employees as a direct result of delivery, except where the Purchaser is a consumer and the Company has not used due care and skill; and (“Delivery Point”); cf) The Company or its transport contractor will deliver if no delivery point has been specified by the Purchaser, the Purchaser must collect the Goods so close (“Drop Spot”) to from the Delivery Point as, in the opinion Company’s premises within 7 days of the Company or its transport contractornotifying the Purchaser that the Goods are ready for collection. 5.2 Subject to clause 5.5(b) and 5.6(b), it delivery of the Goods is safe or prudent deemed to do so and delivery occurs and risk occur: (a) in the Goods passes case of transport to the Purchaser when the Company’s or its transport contractor’s delivery vehicle arrives at the Drop Spot; d) The Company reserves the right to charge the Purchaser any costs which it incurs as a result of any delay by the Purchaser in unloading the Goods or where unloading of the goods cannot be effected, including, if applicable, a return delivery fee at the prevailing freight rates; e) The unloading of Goods at a Drop Spot is the Purchaser’s responsibility at its own cost and risk but specified delivery point, upon the Company or its transport contractor may, without liability to the Purchaser, unload the Goods at the Drop Spot if the Purchaser requests the Company to do so or is absent from the Drop Spot at the time the Company or its transport contractor wishes to unload and, subject to the rights of Consumers set out in clause 18.2, the Purchaser releases and forever discharges the Company and its transport contractor from and against any claim, cause of action or liability arising out commencement of the unloading of the Goods at from the Drop Spottransport vehicle; f(b) Where in the case of collection by the Purchaser attends from the Company’s premises to acquire premises, upon the Goods, commencement of the Company may, in its absolute discretion: i. Deliver loading of the Goods into or onto the Purchaser’s vehicle in which case risk in the Goods passes to the Purchaser and delivery is effected when the Goods are set down in or on the Purchaser’s vehicle; or ii. Deliver the Goods by setting them down alongside the Purchaser’s vehicle in which case risk in the Goods passes to the Purchaser and delivery is effected when the Goods are set down alongside the Purchaser’s vehicle notwithstanding that the Company’s staff may, on request, assist the Purchaser to load the Goods into or onto the Purchaser’s vehicle. 10.2 5.3 Subject to clause 5.7, the risk in the Goods ordered and all insurance responsibility for collection theft, damage or otherwise will be held for a maximum period of six (6) weeks and pass to the balance Purchaser immediately on delivery of the Goods pursuant to clause 5.2. 5.4 Unless otherwise agreed in writing, the Company is entitled to deliver the Goods in one or more lots and may invoice price must be paid in full before collection. the Purchaser for the Goods and Installation Services provided. 5.5 If the Company notifies the Purchaser that the Goods are not collected by that time, they may be delivered ready for transport or collection and the Purchaser requests the Company to hold the Goods: (at the Company’s optiona) the Purchaser’s site or store or to a store selected by Company will hold the Company and all costs incurred by the Company in relation to the holding and Goods; (b) delivery of the goods shall be charged deemed to have occurred and the Goods will be paid by the Purchaser. 10.3 The Goods are at the Purchaser’s risk from the time at which they are delivered of the Purchaser’s request; and (c) the Company is entitled to charge storage fees in respect of the Purchaser or its nomineeGoods so stored.

Delivery and Risk. 10.1 Unless otherwise a. Delivery takes place: • If no Place of destination has been agreed, the Company shall deliver Goods : by notification in writing to the Purchaser that the goods are ready in the warehouse of Xx Xxxxxx ANALYTICAL. • If Xx Xxxxxx ANALYTICAL for the domestic transport makes use of his own means of transport: by the presenting of the goods at the Place of destination. Delivery takes also place if by any circumstance whatsoever the goods cannot actually be delivered at the Place of destination; • If Xx Xxxxxx ANALYTICAL for the domestic transport makes use of third parties: upon delivery of the goods to the forwarder; • If the goods are destined for export: - by the crossing of the own means of transport of the Netherlands border if Xx Xxxxxx ANALYTICAL makes use of her own means of transport; - by delivery of the goods to the forwarded if the transport does not take place per ship, train or airplane; - by loading into the means of transport in the remaining cases. b. The risk of the goods is for the Purchaser after the delivery. The choice of the means of transport is up to Xx Xxxxxx ANALYTICAL. c. Delivery terms are for Xx Xxxxxx ANALYTICAL non-binding. Exceeding a delivery term stated to the Purchaser does not render a shortcoming. The Purchaser however has the right to cancel the Agreement, without being liable to any compensation for damages towards Xx Xxxxxx ANALYTICAL, if the stated delivery term is exceeded with more than two months, unless the late delivery is not imputable to Xx Xxxxxx ANALYTICAL as follows:set forth under 5.f. The Purchaser and/or third parties have no claim towards Xx Xxxxxx ANALYTICAL on compensation for any damage incurred in whichever way as a consequence of a belated delivery or cancellation by the Purchaser on the basis of what has been determined in the previous sentence. The Purchaser safeguards Xx Xxxxxx ANALYTICAL from possible claims of third parties in relation hereto. ad. If goods that have been delivered in accordance with 5.a., because of circumstances that cannot be influenced by Xx Xxxxxx ANALYTICAL and are independent of its will, cannot be transported to the Place of destination stated by the Purchaser, then Xx Xxxxxx ANALYTICAL will store those goods for the account and risk of the Purchaser. e. If Xx Xxxxxx ANALYTICAL defaults in the compliance with an obligation towards the Purchaser, then that default cannot be attributed to Xx Xxxxxx ANALYTICAL, if the execution of the Agreement is made impossible for Xx Xxxxxx ANALYTICAL or is impeded respectively by a circumstance foreseeable or not that is outside the power of Xx Xxxxxx ANALYTICAL, such as but not limited to: default – including especially late or non-delivery – by suppliers and/or transporters –, war or similar situations, riots, sabotage, boycott, strike, occupation, shortage of raw materials, machine damage, theft from the warehouse of Xx Xxxxxx ANALYTICAL, damaging or loss at or during transport, exceptional circumstances or fire. f. The Purchaser has a purchase duty. g. All the properties made available to Xx Xxxxxx ANALYTICAL by the Purchaser (such as equipment, information files and other products) are handled and managed by Xx Xxxxxx ANALYTICAL with proper care. The Company products sent to Xx Xxxxxx ANALYTICAL by the Purchaser will be stored and returned in the packaging chosen by the Purchaser. Xx Xxxxxx ANALYTICAL reserves the right to arrange transport pack the products in a manner deemed appropriate by any means in its absolute discretion; b) Delivery will be made during Working Hours to Xx Xxxxxx ANALYTICAL if it finds the location agreed by the parties (“Delivery Point”); c) The Company packaging no longer suitable or its transport contractor will deliver the Goods so close (“Drop Spot”) to the Delivery Point as, in the opinion of the Company or its transport contractor, if it is safe or prudent to do so does not comply with applicable laws and delivery occurs and risk in the Goods passes to the Purchaser when the Company’s or its transport contractor’s delivery vehicle arrives at the Drop Spot; d) The Company reserves the right to charge the Purchaser any costs which it incurs as a result of any delay by the Purchaser in unloading the Goods or where unloading of the goods cannot be effected, including, if applicable, a return delivery fee at the prevailing freight rates; e) The unloading of Goods at a Drop Spot is the Purchaser’s responsibility at its own cost and risk but the Company or its transport contractor may, without liability to the Purchaser, unload the Goods at the Drop Spot if the Purchaser requests the Company to do so or is absent from the Drop Spot at the time the Company or its transport contractor wishes to unload and, subject to the rights of Consumers set out in clause 18.2, the Purchaser releases and forever discharges the Company and its transport contractor from and against any claim, cause of action or liability arising out of the unloading of Goods at the Drop Spot; f) Where the Purchaser attends the Company’s premises to acquire the Goods, the Company may, in its absolute discretion: i. Deliver the Goods into or onto the Purchaser’s vehicle in which case risk in the Goods passes to the Purchaser and delivery is effected when the Goods are set down in or on the Purchaser’s vehicle; or ii. Deliver the Goods by setting them down alongside the Purchaser’s vehicle in which case risk in the Goods passes to the Purchaser and delivery is effected when the Goods are set down alongside the Purchaser’s vehicle notwithstanding that the Company’s staff may, on request, assist the Purchaser to load the Goods into or onto the Purchaser’s vehicleregulations. 10.2 Goods ordered for collection will be held for a maximum period of six (6) weeks and the balance of the invoice price must be paid in full before collection. If the Goods are not collected by that time, they may be delivered to (at the Company’s option) the Purchaser’s site or store or to a store selected by the Company and all costs incurred by the Company in relation to the holding and delivery of the goods shall be charged to and be paid by the Purchaser. 10.3 The Goods are at the Purchaser’s risk from the time at which they are delivered to the Purchaser or its nominee.