Common use of Delivery and Transportation Clause in Contracts

Delivery and Transportation. 4.01 For each Transaction, Seller agrees to tender to Buyer and Buyer agrees to accept from Seller the quantity of Coal as provided in the relevant Confirmation. Seller shall tender the Coal to Buyer in accordance with reasonable monthly delivery schedules to be submitted by Buyer in accordance with the Agreement and the Confirmation. Schedules shall be based on a ratable monthly basis unless otherwise agreed to by both Parties. In addition, Buyer shall provide Seller with monthly schedules at least sixty (60) days prior to the beginning of each applicable month. If the Seller objects to a schedule submitted by Buyer, Seller shall notify Buyer of its objections within fifteen (15) days of Seller’s receipt of such schedule and the Parties shall work together in good faith to agree on a reasonable and mutually acceptable schedule. The mine(s) used to source the Coal supplied under this Agreement shall be any mine set forth in the Confirmation. 4.02 Buyer shall supply the appropriate unit train railcars. Said railcars shall be of a size compatible with the loading requirements set forth in this Agreement. Unit train sizes will normally vary from 105 to 135 railcars per train; however, depending on railcar availability, shorter or longer trains may occasionally be operated by mutual agreement. 4.03 Unless excused by Article 11 of this Agreement, if Buyer fails over a quarterly basis to schedule the appropriate unit trains for delivery of an amount of Coal scheduled under a Transaction, Seller shall have the right at Seller’s sole option to reduce the annual quantities of that Transaction by the deficit from the scheduled amount. This right shall be in addition to any other rights available to Seller hereunder. 4.04 Seller shall cause Coal to be loaded and delivered at the loading facilities into railcars supplied by Buyer. Seller agrees to comply with the weighing and railcar Loading Provisions. Said Loading Provisions are subject to Seller’s ability to load the required net tonnages in Buyer’s railcar without significant risk of spillage or exceeding railcar limits and shall be in general compliance with industry standards for the applicable coal region. Seller shall have at least 48 hours notice of any changes to the Loading Provisions. If the changes to the Loading Provisions are inconsistent with Seller’s commitments as otherwise set forth in this Agreement and Seller’s then current operating practice, Seller shall not be liable for noncompliance with such changes unless expressly accepted by Seller. Should the obligations as set forth in this Article 4 not be met, and as a result, Buyer incurs costs under its transportation agreement with the rail carrier as a direct result of Seller’s not meeting its obligation hereunder and such failure is not the fault of either Buyer or the railroad, then Seller shall reimburse Buyer for any such costs as set forth in Exhibit A. 4.05 The scheduled Coal shall be F.O.B. loaded in Buyer-provided railcars at the delivery point located at each individual mine (“Delivery Point”). Buyer’s railcars and unit train shall be compatible with Seller’s trackage, storage and loading facilities, and shall be ready to load upon arrival at the individual mine. Seller shall load each railcar at Seller’s expense and shall complete the loading of all railcars in each unit train within four hours after the first empty railcar is actually placed by the railroad under the Seller’s loading chute. Unless excused by Article 11 or due to actions of Buyer or Buyers rail carrier, Seller shall be responsible for demurrage or other charges invoiced to Buyer by Buyer’s rail carrier resulting directly from Seller’s failure to load Buyer’s trains as provided above. 4.06 Seller is required to load each railcar to the gross weight(s) designated in the Confirmation; however, under no circumstances will the gross weight exceed the maximum limit established by the rail carrier(s) for the railcar type and for the designated train routes. Should Seller load any railcar on Buyer’s behalf outside of these specified limits, the Seller assumes any and all reasonable costs which may be charged by the rail carrier(s) and paid by Buyer as a direct result of such underloading or overloading of these railcars.

Delivery and Transportation. 4.01 For each Transaction, Seller Xxxxxx agrees to tender to Buyer Buyer, and Buyer Xxxxx agrees to accept from Seller the Seller, Coal in such quantity and of Coal such quality as provided are set forth in the relevant Applicable Confirmation. Seller shall tender the Coal to Buyer in accordance with reasonable monthly delivery schedules to be submitted by Buyer in writing to Seller in accordance with the this Agreement and the Applicable Confirmation. Schedules shall be based on a ratable monthly basis unless otherwise agreed to by both Parties. In addition, Buyer shall provide Seller with monthly schedules in writing at least sixty (60) days prior to the beginning of each applicable month. If the Seller objects to a schedule submitted by BuyerXxxxx, Seller shall notify Buyer of its Seller's objections in writing within fifteen (15) days of Seller’s 's receipt of such schedule schedule; and within fifteen (15) days after Xxxxx has received such notice of Seller's objections, the Parties shall work together together, in good faith faith, to agree on a reasonable and mutually acceptable schedule. The mine(s) used to source the Coal supplied under this Agreement shall be any mine set forth in the Confirmation.rea- 4.02 Buyer shall supply the appropriate unit train railcars. Said railcars shall be of a size compatible with to transport Coal from the loading requirements set forth in this Agreement. Unit train sizes will normally vary from 105 mine(s) to 135 railcars per train; however, depending on railcar availability, shorter or longer trains may occasionally be operated by mutual agreement.Plant 4.03 Unless excused by Article 11 of this Agreement, if Buyer fails over a quarterly basis in any Quarter to schedule provide the appropriate ap- propriate unit trains for delivery of an the amount of Coal scheduled to be supplied during that Quar- ter pursuant to the provisions of Section 4.01 ("Scheduled Amount") under a TransactionTransaction or oth- erwise to accept the Scheduled Amount for that Quarter, Seller shall have the right right, at Seller’s 's sole option option, to reduce the annual quantities of Coal to be supplied under that Transaction by the amount of the deficit ("Deficit Amount"), which shall be determined by the difference between (i) the Scheduled Amount for that Quarter and (ii) the amount of Coal actually supplied under that Transaction ("Actual Amount") during that Quarter. If Seller elects to exercise this right, Seller shall give Buyer written notice thereof within thirty (30) days after the end of the Quarter in which such deficit occurred ("Deficit Quarter"), which notice shall specify the Deficit Amount and the re- maining quantities (as so reduced) to be supplied under that Transaction; and thereafter Seller shall have no obligation to supply to Buyer, and Buyer shall have no obligation to accept from Seller, the scheduled amountDeficit Amount for that Deficit Quarter. This right shall be in addition to any other rights or remedies available to Seller hereunderunder this Agreement. 4.04 Unless excused by Article 11 of this Agreement, if Seller fails in any Quarter to tender for delivery the Scheduled Amount for that Quarter under a Transaction, Buyer shall have the right, at Buyer's sole option, either (i) to reduce the quantities of Coal to be supplied under that Transaction by the Deficit Amount or (ii) to require Seller to make up the Deficit Amount at a later time as provided in this Section 4.04. The Deficit Amount for that Quarter shall be determined by the difference be- tween the Scheduled Amount for that Quarter and the Actual Amount for that Quarter. The fol- lowing provisions shall apply to Buyer's rights under this Section 4.04: (a) If Buyer elects to exercise its right to reduce the quantities of Coal to be supplied under that Transaction, Buyer shall give Seller written notice thereof within thirty (30) days after the end of the Deficit Quarter, which notice shall specify the Deficit Amount and the remaining quanti- ties (as so reduced) to be supplied under that Transaction; and thereafter Buyer shall have no obligation to accept from Seller, and Seller shall have no obligation to supply to Buyer, the Deficit Amount for that Deficit Quarter. (b) If Buyer elects to exercise its right to require Seller to make up the Deficit Amount, Buyer shall give Seller written notice thereof within thirty (30) days after the end of the Deficit Quar- ter, which notice shall specify the Deficit Amount and the time period (up to but not exceeding twelve (12) calendar months after the end of the Deficit Quarter) in which such makeup shall occur. (c) Buyer's rights under Section 4.04 shall be in addition to any other rights or remedies available to Buyer under this Agreement. 4.05 Seller shall cause Coal to be loaded and delivered at the loading facilities into railcars supplied by Buyer. Seller Xxxxxx agrees to comply with the weighing and railcar Loading Provisions. Said ; provided, however, that Seller's compliance with the Loading Provisions are is subject to Seller’s 's ability to load the required net tonnages ton- nages in Buyer’s railcar 's railcars without significant risk of spillage or exceeding railcar load limits and speci- fied in the Loading Provisions. Buyer shall be in general compliance with industry standards for the applicable coal region. give Seller shall have at least 48 hours written notice of any changes to the Loading ProvisionsLoad- ing Provisions at least seventy-two (72) hours prior to the time that such changes become effec- tive. If the changes to the Loading Provisions are inconsistent with Seller’s 's commitments as otherwise oth- erwise set forth in this Agreement and Seller’s then 's then-current operating practicepractice and such changes impose loading requirements that are materially different from or more burdensome on Seller than the Loading Provisions, Seller shall not be liable for noncompliance with such changes unless un- less expressly accepted by Seller. Should In the event that (i) the obligations as set forth in this Article 4 are not be met, and as a result, (ii) Buyer incurs costs under its transportation agreement contract(s) with the rail carrier carrier(s) as a direct result of Seller’s 's not meeting its obligation hereunder hereunder, and (iii) such failure is not the fault of either Buyer or the railroadrail carrier(s), then Seller shall reimburse Buyer for any such costs costs, as set forth in Exhibit A.the Loading Provisions, that have been invoiced to Buyer by the rail carrier(s). 4.05 The scheduled 4.06 All Coal supplied under a Transaction shall be loaded F.O.B. loaded in Buyer-provided railcars at the delivery de- livery point located at each individual mine (“"Delivery Point”"). Buyer’s 's railcars and unit train shall be compatible with Seller’s 's trackage, storage storage, and loading facilities; and Buyer's railcars shall be clean, in good mechanical condition, and shall be ready to load upon arrival at the individual mineDelivery Point. Seller shall load each railcar at Seller’s 's expense and shall complete the loading of all railcars in each unit train within four (4) hours after the first empty railcar is actually placed by the railroad under the rail carrier un- der Seller’s 's loading chute. Unless excused by Article 11 or due to actions of Buyer or Buyers its rail carriercar- rier, Seller shall be responsible for demurrage or other charges invoiced to Buyer by Buyer’s its rail carrier resulting that result directly from Seller’s 's failure to load Buyer’s 's trains as provided abovein this Section 4.06 and Sections 4.05 and 4.07. 4.06 4.07 Seller is required to shall load each railcar of Coal supplied under a Transaction to the gross weight(s) designated desig- nated in the Applicable Confirmation; provided, however, that under no circumstances will shall the gross weight exceed the maximum limit established by set forth in the rail carrier(s) for the railcar type and for the designated train routesLoading Provisions. Should If Seller load loads any railcar on Buyer’s Xxxxx's behalf outside of these specified limits, the Seller assumes shall assume any and all reasonable reason- able costs which that may be charged by the rail carrier(s) and paid by Buyer Xxxxx as a direct result of such underloading or overloading of these railcars. 4.08 At the Delivery Point, Seller shall use an automatic equipment identification ("AEI") system to identify and list all railcars in the AEI system during the loading process. The weight for each rail- car and the total unit train weight shall be automatically entered into the AEI system. Upon com- pletion of loading and by the end of the next business day, Seller shall cause a shipping notice (in the form of a 404 bill of lading) to be transmitted to the rail carrier and to Buyer by way of elec- tronic data interchange ("EDI"). Each shipping notice sent by EDI shall provide standard format information; provided, however, that (i) the Parties shall cooperate to resolve any discrepancies in the information transfer process and (ii) Seller shall make reasonable efforts to provide infor- mation in a format that is acceptable to Buyer.

Delivery and Transportation. 4.01 For each Transaction, Seller agrees to tender to Buyer and Buyer agrees to accept from Seller the quantity of Coal as provided in the relevant Confirmation. Seller shall tender the Coal to Buyer in accordance with reasonable monthly delivery schedules to be submitted by Buyer in accordance with the Agreement and the Confirmation. Schedules shall be based on a ratable monthly basis unless otherwise agreed to by both Parties. In addition, Buyer shall provide Seller with monthly schedules at least sixty (60) days prior to the beginning of each applicable month. If the Seller objects to a schedule submitted by Buyer, Seller shall notify Buyer of its objections within fifteen (15) days of Seller’s receipt of such schedule and the Parties shall work together in good faith to agree on a reasonable and mutually acceptable schedule. The mine(s) used to source the Coal supplied under this Agreement shall be any mine set forth in the Confirmation. 4.02 Buyer shall supply the appropriate unit train railcars. Said railcars shall be of a size compatible with the loading requirements set forth in this Agreement. Unit train sizes will normally vary from 105 to 135 railcars per train; however, depending on railcar availability, shorter or longer trains may occasionally be operated by mutual agreement. 4.03 Unless excused by Article 11 of this Agreement, if Buyer fails over a quarterly basis to schedule the appropriate unit trains for delivery of an amount of Coal scheduled under a Transaction, Seller shall have the right at Seller’s sole option to reduce the annual quantities of that Transaction by the deficit from the scheduled amount. This right shall be in addition to any other rights available to Seller hereunder. 4.04 Seller shall cause Coal to be loaded and delivered at the loading facilities into railcars supplied by Buyer. Seller agrees to comply with the weighing and railcar Loading Provisions. Said Loading Provisions are subject to Seller’s ability to load the required net tonnages in Buyer’s railcar without significant risk of spillage or exceeding overloading railcar limits and shall be in general compliance with industry standards for the applicable coal region. Seller shall have at least 48 hours notice of any changes to the Loading Provisions. If the changes to the Loading Provisions are inconsistent with Seller’s commitments as otherwise set forth in this Agreement and Seller’s then current operating practice, Seller shall not be liable for noncompliance with such changes unless expressly accepted by Seller. Should the obligations as set forth in this Article 4 not be met, and as a result, Buyer incurs costs under its transportation agreement with the rail carrier as a direct result of Seller’s not meeting its obligation hereunder and such failure is not the fault of either Buyer or the railroad, then Seller shall reimburse Buyer for any such costs as set forth in Exhibit A. 4.05 The scheduled Coal shall be F.O.B. loaded in Buyer-provided railcars at the delivery point located at each individual mine (“Delivery Point”). Buyer’s railcars and unit train shall be compatible with Seller’s trackage, storage and loading facilities, and shall be ready to load upon arrival at the individual mine. Seller shall load each railcar at Seller’s expense and shall complete the loading of all railcars in each unit train within four hours after the first empty railcar is actually placed by the railroad under the Seller’s loading chute. Unless excused by Article 11 or due to actions of Buyer or Buyers rail carrier, Seller shall be responsible for demurrage or other charges invoiced to Buyer by Buyer’s rail carrier resulting directly from Seller’s failure to load Buyer’s trains as provided above. 4.06 Seller is required to load each railcar to the gross weight(s) designated in the Confirmation; however, under no circumstances circumstances, will the gross weight exceed the maximum limit established by the rail carrier(s) for the railcar type and for the designated train routes. Should Seller load any railcar on Buyer’s behalf outside of these specified limits, the Seller assumes any and all reasonable costs which may be charged by the rail carrier(s) and paid by Buyer as a direct result of such underloading or overloading of these railcars.

Delivery and Transportation. 4.01 For each Transaction(a) If the shipping terms on the face of this Agreement are delivery to a destination, Seller will deliver and B u y e r w i ll bear the cost of transportation of the Goods to such destination. The method and agency of transportation and the routing will be designated by Seller. Excess packing, shipping, and transportation charges resulting from compliance with respect to the use of any agency or method of transportation or any routing other than that which would be designated by Seller will be for Buyer's account. In the case of Buyer pick-up, Buyer’s truck is the destination, and unless Seller otherwise agrees in a writing, Seller will not deliver or bear any cost or make any allowance with respect to tender Buyer’s pick-up, beyond loading on Buyer's truck (whether owned by, leased to, or otherwise under contract to Buyer). (b) In the case of delivery to a place of destination, Seller shall be deemed to have delivered the Goods to Buyer and when the Goods are shipped from the Seller’s location. After shipment, any risks of damage to or loss of Goods shall be borne by Buyer. Buyer shall pick up the Goods at the destination on the date notified by Seller in advance in writing (“Delivery Date”). In case Buyer fails or rejects to pick up the Goods on the Delivery Date at the destination, Buyer agrees that Seller may take reasonable measures to accept from Seller protect the quantity of Coal as provided in the relevant Confirmation. Seller shall tender the Coal to Buyer in accordance with reasonable monthly delivery schedules to be submitted by Buyer in accordance with the Agreement and the Confirmation. Schedules shall be based on a ratable monthly basis unless otherwise agreed to by both PartiesGoods. In addition, Buyer shall provide agrees to pay Seller, from the 1st day after the Delivery Date until the date it actually picks up the Goods, management fees at the rate of [0.2%] per day of the total value of the Goods, and compensate Seller with monthly schedules at least sixty (60) days prior to the beginning of each applicable month. If the Seller objects to a schedule submitted all other expenses and losses caused by Buyer’s delay in picking up the Goods. Such expense and losses include without limitation drawing fees, Seller shall notify Buyer warehousing fees, up/downloading fees, freight, relevant expenses for auction or resale, metal price losses of its objections within fifteen (15) days of the Goods caused by metal price fluctuation, and losses in Seller’s receipt relevant metal futures contract due to Buyer’s breach hereof. (c) Unless different shipping terms are specified on the face of such schedule and this Agreement according or elsewhere, the Parties shall work together in good faith to agree on a reasonable and mutually acceptable schedule. The mine(s) used to source the Coal supplied shipping terms under this Agreement shall are Sellers property, the cost of transportation and risk of loss or damage will be any mine set forth in the Confirmationborne by Buyer. A l l s hipmen t s w i l l ha ve insur anc e a nd t he B uye r w i l l be a r t he c ost . 4.02 Buyer shall supply (d) In the appropriate unit train railcars. Said railcars shall be case of a size compatible with the loading requirements set forth in this Agreement. Unit train sizes will normally vary from 105 to 135 railcars per train; however, depending on railcar availability, shorter or longer trains may occasionally be operated by mutual agreement. 4.03 Unless excused by Article 11 of this Agreement, if Buyer fails over a quarterly basis to schedule the appropriate unit trains for delivery of an amount of Coal scheduled under a Transaction, Seller shall have the right at Seller’s sole option to reduce property, Buyer shall pick up the annual quantities of that Transaction by the deficit from the scheduled amount. This right shall be in addition to any other rights available to Seller hereunder. 4.04 Seller shall cause Coal to be loaded and delivered Goods at the loading facilities into railcars supplied by Buyer. Seller agrees to comply with the weighing and railcar Loading Provisions. Said Loading Provisions are subject to Seller’s ability to load property on the required net tonnages date notified by Seller in Buyer’s railcar without significant risk of spillage or exceeding railcar limits and shall be advance in general compliance with industry standards for the applicable coal region. Seller shall have at least 48 hours notice of any changes to the Loading Provisions. If the changes to the Loading Provisions are inconsistent with Seller’s commitments as otherwise set forth in this Agreement and Seller’s then current operating practice, Seller shall not be liable for noncompliance with such changes unless expressly accepted by Seller. Should the obligations as set forth in this Article 4 not be met, and as a result, Buyer incurs costs under its transportation agreement with the rail carrier as a direct result of Seller’s not meeting its obligation hereunder and such failure is not the fault of either Buyer or the railroad, then Seller shall reimburse Buyer for any such costs as set forth in Exhibit A. 4.05 The scheduled Coal shall be F.O.B. loaded in Buyer-provided railcars at the delivery point located at each individual mine writing (“Delivery PointDate”). Buyer’s railcars and unit train shall be compatible with Seller’s trackage, storage and loading facilities, and shall be ready In case Buyer fails or rejects to load upon arrival at the individual mine. Seller shall load each railcar pick up Goods on Delivery Date at Seller’s expense and shall complete property, from the loading of all railcars in each unit train within four hours first day after the first empty railcar is actually placed by the railroad under the Seller’s loading chute. Unless excused by Article 11 or due to actions of Buyer or Buyers rail carrierDelivery Date, Seller shall be responsible for demurrage or other charges invoiced deemed to have delivered the Goods to Buyer and any risk of damage to or loss of Goods thereafter shall be borne by Buyer. In such a case, Buyer agrees that Seller may take reasonable measures to protect the Goods. In addition, Buyer agrees to pay Seller, from the first day after the Delivery Date until the date it actually picks up the Goods, management fees at the rate of [0.2%] per day of the total value of Goods, and compensate Seller all other expenses and losses caused by Buyer’s rail carrier resulting directly from delay in picking up Goods, which include without limitation drawing fees, warehousing fees, uploading/downloading fees, freight, relevant expenses for auction or resale, metal price losses of the Goods caused by metal price changes, and losses in Seller’s failure relevant metal futures contract due to load Buyer’s trains as provided abovebreach hereof. 4.06 (e) Only after Buyer has fully compensated Seller is required for all the expenses and losses provided in paragraph (b) or paragraph (d) of above, it may request that Seller ship/release the relevant Goods again. And unless it’s otherwise agreed by Buyer and Seller, if Buyer has not picked up the Goods or fully compensated Seller for the expenses and losses in paragraph (b) or paragraph (d) above within [30] days from the Delivery Date, Seller shall be entitled to load each railcar revoke the i t s acknowledgement of the Sales Order relating to the gross weight(s) designated in Goods, call back the Confirmation; however, under no circumstances will the gross weight exceed the maximum limit established by the rail carrier(s) for the railcar type and for the designated train routes. Should Seller load any railcar on Buyer’s behalf outside of these specified limits, the Seller assumes any and all reasonable costs which may be charged by the rail carrier(s) and paid by Buyer as a direct result ownership of such underloading or overloading of these railcarsGoods, without refunding any payment that Buyer already paid.

Delivery and Transportation. 4.01 For each Transaction, Seller MESA agrees to tender to Buyer diligently take delivery of Products from the Facilities in such a manner and Buyer agrees to accept from Seller at such times that the quantity aggregate supply of Coal as provided in the relevant Confirmation. Seller either yellow grease or brown grease Products stored by USLT at any such Facility shall tender the Coal to Buyer in accordance with reasonable monthly delivery schedules to be submitted by Buyer in accordance with the Agreement and the Confirmation. Schedules shall be based on a ratable monthly basis unless otherwise agreed to by both Partiesnot xxxxxd 150,000 pounds of such type of Product at any single Facility. In addition, Buyer shall provide Seller with monthly schedules the event that any of the Facilities at least sixty (60) days prior to any time during the beginning term hereof experiences supply of each applicable month. If the Seller objects to a schedule submitted by Buyereither type of Product in excess of such volumes, Seller shall notify Buyer MESA of its objections such excess supply, which notice may be verbal with a confirmation faxed to MESA, and MESA shall promptly dispatch railcars or tank trucks to take delivery of such excess Products. If MESA has not taken delivery of the excess products within fifteen 48 hours from the time of notification, USLT may sell or otherwise dispose of any excess Products in any reasonable manner. MESA shall be responsible for payment to USLT of the reasonable difference, if any, between the sale price for such Products sold by USLT and the amount USLT would have received if sold to and delivery taken by MESA as provided in this Agreement plus all actual costs and expenses incurred by USLT in connection with such sale or disposal, including without limitation, all shipping, insurance, taxes, disposal fees and other costs. Any such amount due and owing from MESA will be included in the next or subsequent USLT invoice to MESA. USLT shall deliver Products hereunder, FOB the relevant Facility, into railcars or tank trailers supplied by MESA. All deliveries of Product into tank trailers shall be documented by weight tickets and bills of lading prepared by USLT. All deliveries of Products into rail cars shall be documented by weight tickets obtained by MESA from a third party weigh station located not more than 100 miles from the relevant Facility. MESA shall, within 48 hours of the time MESA receives a third party rail weight ticket, provide to USLT a copy of the third party rail weight ticket. In the event USLT does not receive a copy of such third party rail weight ticket within five days from the date of delivery, USLT may invoice MESA based upon the maximum load capacity of the type of railcar to which delivery was made assuming 7.4 lbs per gallon of Product, which invoice shall be adjusted (15by issuance of a credit to MESA) to reflect the actual amount delivered if MESA delivers a third party rail weight ticket for such shipment to USLT within 21 days of Seller’s receipt the date of such schedule and delivery. In the Parties event MESA may reasonably request delivery to railcars from a facility that can not accomodate rail traffic, MESA shall work together in good faith designate by written order to agree on a reasonable and mutually acceptable schedule. The mine(s) used to source the Coal supplied under this Agreement shall be any mine set forth in the Confirmation. 4.02 Buyer shall supply the appropriate unit train railcars. Said railcars shall be of a size compatible with the loading requirements set forth in this Agreement. Unit train sizes will normally vary from 105 to 135 railcars per train; howeverUSLT, depending on railcar availability, shorter or longer trains may occasionally be operated by mutual agreement. 4.03 Unless excused by Article 11 of this Agreement, if Buyer fails over a quarterly basis to schedule the appropriate unit trains for delivery of an amount of Coal scheduled under a Transaction, Seller shall have the right at Seller’s sole option to reduce the annual quantities of that Transaction by the deficit from the scheduled amount. This right shall be in addition to any other rights available to Seller hereunder. 4.04 Seller shall cause Coal to be loaded and delivered at the loading facilities into railcars supplied by Buyer. Seller agrees to comply with the weighing and railcar Loading Provisions. Said Loading Provisions are subject to Seller’s ability to load the required net tonnages in Buyer’s railcar without significant risk of spillage or exceeding railcar limits and shall be in general compliance with industry standards for the applicable coal region. Seller shall have at least 48 hours notice of any changes prior to the Loading Provisionsrequired delivery, the location of a rail spur within 25 miles of the relevant facility and the quantity, grade and time for delivery. If USLT shall deliver or arrange for the changes delivery of the ordered Products to such railcars and shall include the Loading Provisions are inconsistent with Seller’s commitments as otherwise set forth actual cost reasonably incurred by USLT for such delivery in this Agreement and Seller’s then current operating practice, Seller its invoice for such Products. USLT shall not be liable for noncompliance with such changes unless expressly accepted by Seller. Should the obligations as set forth in this Article 4 not be met, and as a result, Buyer incurs costs under its transportation agreement with the rail carrier as a direct result of Seller’s not meeting its obligation hereunder and such failure is not the fault of either Buyer or the railroad, then Seller shall reimburse Buyer for any such costs as set forth in Exhibit A. 4.05 The scheduled Coal shall be F.O.B. loaded in Buyer-provided railcars obligated to remain at the designated delivery point located at each individual mine site for more than two hours from the delivery time designated in the notice. Risk of loss and title to Product (“Delivery Point”)or other non-conforming grease products purchased by MESA) shall pass to MESA upon loading into such rail cars or tank trailers. Buyer’s Once loaded into railcars and unit train shall be compatible with Seller’s trackageor tank trailers, storage and loading facilities, and shall be ready to load upon arrival at the individual mine. Seller shall load each railcar at Seller’s expense and shall complete the loading of all railcars in each unit train within four hours after the first empty railcar is actually placed by the railroad under the Seller’s loading chute. Unless excused by Article 11 or due to actions of Buyer or Buyers rail carrier, Seller MESA shall be responsible for demurrage or other charges invoiced to Buyer by Buyer’s rail carrier resulting directly from Seller’s failure to load Buyer’s trains as provided aboveall costs, obligations and liabilities associated with transportation of Product. 4.06 Seller is required to load each railcar to the gross weight(s) designated in the Confirmation; however, under no circumstances will the gross weight exceed the maximum limit established by the rail carrier(s) for the railcar type and for the designated train routes. Should Seller load any railcar on Buyer’s behalf outside of these specified limits, the Seller assumes any and all reasonable costs which may be charged by the rail carrier(s) and paid by Buyer as a direct result of such underloading or overloading of these railcars.