Common use of DELIVERY AND TITLE Clause in Contracts

DELIVERY AND TITLE. Seller shall follow the delivery schedule shown in this Agreement and shall not make deliveries later or substantially earlier than the dates shown. If items are shipped substantially in advance of schedule delivery dates, Buyer may return them at Seller’s expense. If Seller does not adhere to the delivery schedule, Buyer may either agree to a revised delivery schedule or terminate this Agreement for default in accordance with Article 21. Seller shall notify Buyer promptly of any delays or of any actual or potential labor dispute, which is delaying or threatens to delay the timely performance of this Agreement. Such notice shall include all relevant information with respect to such dispute. Time is of the essence in the performance of this Agreement. Subject to Article 30, Buyer may charge Seller for Buyer’s premium transportation costs if necessary to meet Buyer’s contract delivery schedule(s) if Seller cannot meet the agreed upon delivery schedule as set forth in this Agreement. Unless otherwise stated in this Agreement, all Products delivered under this Agreement shall be shipped FOB Destination, and Seller shall prepay all transportations charges. Seller assumes all risk of loss until delivery to locations specified herein. Title of the Products shall pass to Buyer upon acceptance by Buyer of such Products at the delivery locations specified herein, subject to acceptance per Article 7 below. Buyer may return, or store at Seller’s expense, any Products delivered more than ten (10) days in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. Buyer shall have no obligation to accept over-shipments. In the event of an over- shipment, Buyer may, at its option: (i) retain Products shipped in excess of the quantities stated in this Agreement, at the price set forth in this Agreement, (ii) return such items to Seller at Seller’s expense, or (iii) place into storage the excess quantities of Products at Seller’s risk and expense. Seller agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. In addition to any other remedy Buyer may have under this Agreement, Buyer shall be entitled to deduct an amount equal to five percent (5%) of the invoice amount for each delivery made after the scheduled delivery date. Said deduction is agreed by Buyer and Seller to be liquidated damages resulting from Seller’s late delivery and shall not be construed as a penalty. Acceptance of late deliveries or waiver of the above stated liquidated damages does not constitute a waiver of any rights by the Buyer or of any other terms and conditions of this Agreement.

DELIVERY AND TITLE. All quoted delivery dates and/or periods are approximate. The delivery periods shall commence when the Seller shall follow has acknowledged receipt of complete specifications and/or applicable documents required to effect shipment, such as a Purchaser purchase order, payment, letter of credit, import license, exchange permit, and shipping instructions. The Seller reserves the right to make delivery schedule shown in installments, unless otherwise expressly stipulated in this Agreement contract; and all such installments, when separately invoiced, shall be paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not make deliveries later relieve the Purchaser of its obligations to accept remaining deliveries. Claims for shortages or substantially earlier than the dates shown. If items are shipped substantially other errors must be made in advance of schedule delivery dates, Buyer may return them at Seller’s expense. If Seller does not adhere writing to the delivery schedule, Buyer may either agree Seller within thirty (30) days after receipt of shipment and failure to a revised delivery schedule or terminate this Agreement for default in accordance with Article 21. Seller shall notify Buyer promptly of any delays or of any actual or potential labor dispute, which is delaying or threatens to delay the timely performance of this Agreement. Such give such notice shall include all relevant information with respect to such dispute. Time is of the essence in the performance of this Agreement. Subject to Article 30, Buyer may charge Seller for Buyer’s premium transportation costs if necessary to meet Buyer’s contract delivery schedule(s) if Seller cannot meet the agreed upon delivery schedule as set forth in this Agreement. Unless otherwise stated in this Agreement, all Products delivered under this Agreement shall be shipped FOB Destination, constitute unqualified acceptance and Seller shall prepay all transportations charges. Seller assumes all risk of loss until delivery to locations specified herein. Title of the Products shall pass to Buyer upon acceptance by Buyer of such Products at the delivery locations specified herein, subject to acceptance per Article 7 below. Buyer may return, or store at Seller’s expense, any Products delivered more than ten (10) days in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. Buyer shall have no obligation to accept over-shipments. In the event of an over- shipment, Buyer may, at its option: (i) retain Products shipped in excess of the quantities stated in this Agreement, at the price set forth in this Agreement, (ii) return such items to Seller at Seller’s expense, or (iii) place into storage the excess quantities of Products at Seller’s risk and expense. Seller agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. In addition to any other remedy Buyer may have under this Agreement, Buyer shall be entitled to deduct an amount equal to five percent (5%) of the invoice amount for each delivery made after the scheduled delivery date. Said deduction is agreed by Buyer and Seller to be liquidated damages resulting from Seller’s late delivery and shall not be construed as a penalty. Acceptance of late deliveries or waiver of the above stated liquidated damages does not constitute a waiver of any rights all such claims by the Buyer Purchaser. The Seller is authorized to execute any shipper’s or xxxxxxx’x xxxx of lading or contract for shipment irrespective of any limitations therein. Notwithstanding the foregoing, title to the Goods, and all accessories to or products or proceeds of the Goods, shall remain with the Seller until payment in full of the purchase price and of any other terms amounts owing by the Purchaser. To the extent legal title to the Goods shall be deemed by law to pass to the Purchaser at the time of delivery and conditions prior to performance of all of the Purchaser's obligations hereunder, equitable title shall remain with the Seller until payment in full of the purchase price and the Purchaser shall grant, and by acceptance of the Goods shall be deemed to have granted, to the Seller, a first security interest and charge in the Goods to secure payment of the purchase price and any other amounts owing by the Purchaser and performance of all the Purchaser's obligations under this Agreementcontract, as well as the right to make any filings and take any actions necessary in order to perfect such security interest. The Seller may reclaim any Goods delivered to the Purchaser or in transit if the Purchaser shall fail to make payments when due.

DELIVERY AND TITLE. Seller The Supplier shall follow supply the delivery schedule shown in this Agreement and shall not make deliveries later or substantially earlier than the dates shown. If items are shipped substantially in advance of schedule delivery dates, Buyer may return them at Seller’s expense. If Seller does not adhere Goods to the delivery scheduledestination named in the Purchase Order, Buyer may either agree to a revised delivery schedule or terminate this Agreement for default de livered duty paid in accordance with Article 21incoterms 2010. Seller Delivery and/or completion of the Services shall notify Buyer promptly take place on or before the Delivery Date. If delivery and or completion does not take place by the Delivery Date, then the Supplier shall pay or allow to the Purchaser the cost arising due to that delivery and/or completion is delayed. To the extent that any damages, losses, costs, claims (including, without limitation, claims against the Purchaser for liquidated damages) the Purchaser shall be entitled to recover from the Supplier all damages, losses, costs, claims (including, without limitation, claims against the Purchaser for liquidated damages) and expenses resulting from late delivery and/or completion. The Purchaser shall grant a reasonable extension to the Delivery Date if the Delivery Date is either delayed by a breach of any delays this Agreement by the Purchaser or of any actual or potential labor dispute, which is delaying or threatens to delay a Variation. This new date shall become the timely performance Delivery Date for the purposes of this Agreement. Such notice Linbrooke Services Limited – procurement terms 19/10/2014r3 3 | P a g e If the Purchaser wishes the Supplier to substitute equivalent Goods and/or Services to the type ordered, then the Purchaser shall include all relevant information have the right to request such substitution at any time prior to the Delivery Date. Where the Purchaser receives Goods as unexamined, the Purchaser's right subsequently to inspect the Goods and reject them if they do not comply with respect to the Specification shall not be prejudiced. The parties agree and acknowledge that a defect may not be identified until such disputetime as the Goods have been installed and commissioned. Time is of the essence Legal title in the performance of this Agreement. Subject to Article 30, Buyer may charge Seller for Buyer’s premium transportation costs if necessary to meet Buyer’s contract delivery schedule(s) if Seller cannot meet Goods and any associated documentation and/or legal title in any documentation or deliverables associated with the agreed upon delivery schedule as set forth in this Agreement. Unless otherwise stated in this Agreement, all Products delivered under this Agreement shall be shipped FOB Destination, and Seller shall prepay all transportations charges. Seller assumes all risk of loss until delivery to locations specified herein. Title of the Products Services shall pass to Buyer the Purchaser free of encumbrances upon acceptance by Buyer delivery or payment whichever occurs first. Documentation supporting delivery of such Products at the delivery locations specified herein, subject to acceptance per Article 7 below. Buyer may return, or store at Seller’s expense, any Products delivered more than ten (10) days in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. Buyer shall have no obligation to accept over-shipments. In the event of an over- shipment, Buyer may, at its option: (i) retain Products shipped in excess of the quantities stated in this Agreement, at the price set forth in this Agreement, (ii) return such items to Seller at Seller’s expense, or (iii) place into storage the excess quantities of Products at Seller’s risk and expense. Seller agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. In addition to any other remedy Buyer may have under this Agreement, Buyer Goods shall be entitled to deduct an amount equal to five percent (5%) of as provided for in the invoice amount for each delivery made after the scheduled delivery date. Said deduction is agreed by Buyer and Seller to be liquidated damages resulting from Seller’s late delivery and shall not be construed as a penalty. Acceptance of late deliveries or waiver of the above stated liquidated damages does not constitute a waiver of any rights by the Buyer or of any other terms and conditions of this AgreementSpecial Conditions.

DELIVERY AND TITLE. Seller shall follow the delivery schedule shown in this Agreement and shall not make deliveries later or substantially earlier than the dates shown. If items are shipped substantially in advance of schedule delivery dates, Buyer Xxxxx may return them at Seller’s expense. If Seller does not adhere to the delivery schedule, Buyer may either agree to a revised delivery schedule or terminate this Agreement for default in accordance with Article 21. Seller shall notify Buyer promptly of any delays or of any actual or potential labor dispute, which is delaying or threatens to delay the timely performance of this Agreement. Such notice shall include all relevant information with respect to such dispute. Time is of the essence in the performance of this Agreement. Subject to Article 30, Buyer may charge Seller for Buyer’s premium transportation costs if necessary to meet Buyer’s contract delivery schedule(s) if Seller cannot meet the agreed upon delivery schedule as set forth in this Agreement. Unless otherwise stated in this Agreement, all Products delivered under this Agreement shall be shipped FOB Destination, and Seller shall prepay all transportations charges. Seller assumes all risk of loss until delivery to locations specified herein. Title of the Products shall pass to Buyer upon acceptance by Buyer of such Products at the delivery locations specified herein, subject to acceptance per Article 7 below. Buyer may return, or store at Seller’s expense, any Products delivered more than ten (10) days in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. Buyer shall have no obligation to accept over-shipments. In the event of an over- shipment, Buyer may, at its option: (i) retain Products shipped in excess of the quantities stated in this Agreement, at the price set forth in this Agreement, (ii) return such items to Seller at Seller’s expense, or (iii) place into storage the excess quantities of Products at Seller’s risk and expense. Seller Xxxxxx agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. In addition to any other remedy Buyer may have under this Agreement, Buyer shall be entitled to deduct an amount equal to five percent (5%) of the invoice amount for each delivery made after the scheduled delivery date. Said deduction is agreed by Buyer Xxxxx and Seller to be liquidated damages resulting from Seller’s late delivery and shall not be construed as a penalty. Acceptance of late deliveries or waiver of the above stated liquidated damages does not constitute a waiver of any rights by the Buyer or of any other terms and conditions of this Agreement.

DELIVERY AND TITLE. Seller shall follow the delivery schedule shown in this Agreement and shall not make deliveries later or substantially earlier than the dates shown. If items are shipped substantially in advance of schedule delivery dates, Buyer Xxxxx may return them at Seller’s expense. If Seller does not adhere to the delivery schedule, Buyer may either agree to a revised delivery schedule or terminate this Agreement for default in accordance with Article 21. Seller shall notify Buyer promptly of any delays or of any actual or potential labor dispute, which is delaying or threatens to delay the timely performance of this Agreement. Such notice shall include all relevant information with respect to such dispute. Time is of the essence in the performance of this Agreement. Subject to Article 30, Buyer may charge Seller for Buyer’s premium transportation costs if necessary to meet Buyer’s contract delivery schedule(s) if Seller cannot meet the agreed upon delivery schedule as set forth in this Agreement. Unless otherwise stated in this Agreement, all Products delivered under this Agreement shall be shipped FOB Destination, and Seller shall prepay all transportations charges. Seller assumes all risk of loss until delivery to locations specified herein. Title of the Products shall pass to Buyer upon acceptance by Buyer of such Products at the delivery locations specified herein, subject to acceptance per Article 7 below. Buyer may return, or store at Seller’s expense, any Products delivered more than ten (10) days in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. Buyer shall have no obligation to accept over-shipments. In the event of an over- over-shipment, Buyer may, at its option: (i) retain Products shipped in excess of the quantities stated in this Agreement, at the price set forth in this Agreement, (ii) return such items to Seller at Seller’s expense, or (iii) place into storage the excess quantities of Products at Seller’s risk and expense. Seller Xxxxxx agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. In addition to any other remedy Buyer may have under this Agreement, Buyer shall be entitled to deduct an amount equal to five percent (5%) of the invoice amount for each delivery made after the scheduled delivery date. Said deduction is agreed by Buyer Xxxxx and Seller to be liquidated damages resulting from Seller’s late delivery and shall not be construed as a penalty. Acceptance of late deliveries or waiver of the above stated liquidated damages does not constitute a waiver of any rights by the Buyer or of any other terms and conditions of this Agreement.

DELIVERY AND TITLE. Seller shall follow the delivery schedule shown in this Agreement and shall not make deliveries later or substantially earlier than the dates shown. If items are shipped substantially in advance of schedule delivery dates, Buyer may return them at Seller’s expense. If Seller does not adhere to the delivery schedule, Buyer may either agree to a revised delivery schedule or terminate this Agreement for default in accordance with Article 21. Seller shall notify Buyer promptly of any delays or of any actual or potential labor dispute, which is delaying or threatens to delay the timely performance of this Agreement. Such notice shall include all relevant information with respect to such dispute. Time is of the essence in the performance of this Agreement. Subject to Article 30, Buyer may charge Seller for Buyer’s premium transportation costs if necessary to meet Buyer’s contract delivery schedule(s) if Seller cannot meet the agreed upon delivery schedule as set forth in this Agreement. Unless otherwise stated in this Agreement, all Products delivered under this Agreement shall be shipped FOB Destination, and Seller shall prepay all transportations charges. Seller assumes all risk of loss until delivery to locations specified herein. Title of the Products shall pass to Buyer upon acceptance by Buyer of such Products at the delivery locations specified herein, subject to acceptance per Article 7 below. Buyer may return, or store at Seller’s expense, any Products delivered more than ten (10) days in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. Buyer shall have no obligation to accept over-shipments. In the event of an over- over-shipment, Buyer may, at its option: (i) retain Products shipped in excess of the quantities stated in this Agreement, at the price set forth in this Agreement, (ii) return such items to Seller at Seller’s expense, or (iii) place into storage the excess quantities of Products at Seller’s risk and expense. Seller agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. In addition to any other remedy Buyer may have under this Agreement, Buyer shall be entitled to deduct an amount equal to five percent (5%) of the invoice amount for each delivery made after the scheduled delivery date. Said deduction is agreed by Buyer and Seller to be liquidated damages resulting from Seller’s late delivery and shall not be construed as a penalty. Acceptance of late deliveries or waiver of the above stated liquidated damages does not constitute a waiver of any rights by the Buyer or of any other terms and conditions of this Agreement.

DELIVERY AND TITLE. Seller Unless otherwise agreed in the Contract, deliveries shall follow take place evenly spread over the delivery schedule shown Contract Period. Risk of loss or damage to the goods shall be upon Buyer when Product exits the gate where Product was stored in this Agreement and shall not make deliveries later or substantially earlier than the dates shown. If items are shipped substantially in advance of schedule delivery dates, Buyer may return them at Seller’s expense(or its supplier’s or subcontractor’s) tank trucks, barge or containers as Seller’s own inventory prior to shipment. To the extent the Product has not yet been processed or otherwise made unidentifiable by the Buyer, Seller retains title to all Product until Seller has received full payment of the Price of the Product including any additional due costs and expenses. To the extent Buyer is in default Seller has authority to retake, sell or otherwise deal with or dispose of all or any part of the Product in which title remains vested in Seller. If Seller does retakes the Product this is not adhere a withdrawal from the Contract unless expressly declared in writing. In this case Seller is entitled to the delivery schedulecommercialization and shall credit the net profit of the commercialization, deducting reasonable costs and expenses thereof, against Buyer’s liabilities. Until the property in the Product passes to Buyer, Buyer may either agree shall act as Seller’s fiduciary agent and shall keep the Product properly stored, protected and insured. Buyer shall comply with the standard policies, rules and/or procedures applicable at any relevant site. A specific delivery condition of this Contract shall prevail if it is in conflict with any prescribed Incoterm. The Product shall be packed and marked by Seller (or its suppliers) in the manners customary for the respective Product, special arrangements being subject to a revised delivery schedule or terminate this Agreement for default in accordance with Article 21extra charges. Seller shall notify Buyer promptly of any delays or of any actual or potential labor dispute, which is delaying or threatens to delay the timely performance of this Agreement. Such notice shall include all relevant information with respect to such dispute. Time is of the essence in the performance of this Agreement. Subject to Article 30, Buyer may charge Seller for Buyer’s premium transportation costs if necessary to meet Buyer’s contract delivery schedule(s) if Seller cannot meet the agreed upon delivery schedule as set forth in this Agreement. Unless otherwise stated in this Agreement, all Products delivered under this Agreement shall be shipped FOB Destination, and Seller shall prepay all transportations charges. Seller assumes all risk of loss until delivery to locations specified herein. Title of the Products shall pass to Buyer upon acceptance by Buyer of such Products at the delivery locations specified herein, subject to acceptance per Article 7 below. Buyer may return, or store at Seller’s expense, any Products delivered more than ten (10) days in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. Buyer shall have no obligation to accept over-shipments. In the event of an over- shipment, Buyer may, at its option: (i) retain Products shipped in excess of the quantities stated in this Agreement, at the price set forth in this Agreement, (ii) return such items to Seller at Seller’s expense, or (iii) place into storage the excess quantities of Products at Seller’s risk and expense. Seller agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. In addition to any other remedy Buyer may have under this Agreement, Buyer shall be entitled to deduct an amount equal to five percent (5%) of the invoice amount for each delivery made after the scheduled delivery date. Said deduction is agreed by Buyer and Seller to be liquidated damages resulting from Seller’s late delivery and shall not be construed as a penalty. Acceptance of late deliveries or waiver of the above stated liquidated damages does not constitute a waiver of any rights by the Buyer or of any other terms and conditions of this Agreementliable for delay in shipment attributable to compliance with Xxxxx’s special instructions regarding shipment.