Common use of DELIVERY, INSPECTIONS, AND TITLE Clause in Contracts

DELIVERY, INSPECTIONS, AND TITLE. a. Strict adherence to the Buyer’s stated delivery schedule is a material condition of any Order. In accordance with the requirements of the Order, Seller shall deliver products in the quantities and on the date(s) specified in Orders(s) as applicable, or as otherwise agreed in writing by the parties. Delivery is not complete until products have been actually received and accepted by Buyer. Except for delays caused by Buyer or a Force Majeure event, TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY OF PRODUCTS. Subject to Article 21, Force Majeure, Buyer may charge Seller for Buyer’s commercially reasonable transportation costs if necessary to meet Buyer’s contract delivery schedule(s). b. Unless otherwise stated on the face of the Purchase Order, all Products delivered under this AGREEMENT shall be shipped FOB Destination, and Seller shall prepay all transportation charges. c. Seller assumes all risk of loss until Products are delivered to the locations specified in this AGREEMENT. Title of the Product shall pass to Buyer upon arrival of such Product at the delivery locations specified herein, subject to acceptance per Article 3, Agreement and Acceptance; Nonconforming Products below. Further, unless pre-approved in writing by Xxxxx, Buyer shall not be liable for any material commitments or production arrangements made by Seller in excess of the amount of, or in advance of the time reasonably required to meet the due date(s). d. Buyer may return, or store at Seller's expense, any Products delivered in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. e. Buyer reserves the right to reject or return, at sellers expense, any materials the buyer at its sole discretion any material not conforming to specification, drawing, or other quality deficiency. f. Buyer shall have no obligation to accept over shipments. In the event of an over shipment, Buyer may, at its options: (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. g. Xxxxxx agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. If Buyer approves a revised delivery date, Seller shall pay any additional transportation charges and Seller shall extend to Buyer an equitable reduction in the AGREEMENT price. The Buyer, in addition to any other remedies provided by this AGREEMENT, reserves the right to deduct an amount of 1.5% of the invoice amount for any delivery made after the scheduled delivery date. Acceptance of late deliveries or waiver of the above stated deduction does not constitute a waiver of any rights by the Buyer. h. Buyer may, for convenience, extend any part of or the entire delivery schedule as listed on this AGREEMENT by as much as eight weeks, at no additional cost to the Buyer, by notifying the Seller in writing a minimum of two weeks prior to the scheduled date to be moved out. Seller shall insure that the shipment takes place so that the scheduled quantity arrives at the Buyer's facility on or no more than ten days prior to the new due date. i. In addition to the rights of Buyer under Article 6h, Xxxxx may, at any time, by written change order delay or suspend performance of this AGREEMENT, in whole or in part, without liability hereunder, and Xxxxxx shall proceed diligently with the performance of this AGREEMENT as so changed. If any such change causes an increase or decrease in the cost of or the time required for performance of this AGREEMENT, subject to Article 21 and subject to Seller making a proper and timely request, Buyer shall make an equitable adjustment in the AGREEMENT price or delivery dates or both, and this AGREEMENT shall be modified in writing accordingly. Any equitable adjustment for suspension or interruption of, or delay in, Seller’s performance shall exclude profit. If Seller deems any instruction or direction by or on behalf of Buyer to be a change to this Purchase Order, Seller must so notify Buyer in writing within seven (7) days of the receipt of such instruction or direction. Any claim by Seller for adjustment under this Clause may, at Xxxxx’s option, be deemed to be absolutely and unconditionally waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within twenty (20) days from the date of receipt by Seller of the change order or direction, except where an extension is granted in writing by Xxxxx. Xxxxx’s engineering and technical personnel are not authorized to change the Products ordered or any other provision of this AGREEMENT. No change order or other modification will be binding on Buyer unless issued by Xxxxx’s Supply Chain Representative. j. All Products, including raw materials, components, intermediate assemblies, tools, equipment, and end Products, may be inspected and tested by Buyer, its customers and contractors at all reasonable times and places. If the AGREEMENT specifies that any inspection or testing is to be made on Seller's premises, Seller shall provide without additional charge, all reasonable access, facilities and assistance for such inspections and test. In its internal inspection and testing of the Products, Seller shall provide and maintain an inspection system acceptable to the Buyer and Buyer’s customers covering the product hereunder. All inspection records relating to the Products shall be available to the Buyer and the Buyer’s customer during the performance of this AGREEMENT. Unless specified elsewhere, Seller shall maintain, for a period of seven (7) years after the completion of the last delivery or acceptance of the last lot, whichever is longer, quality and inspection records, purchase order files for supplies, equipment, material, or services including supporting documentation, invoices and supporting memoranda. k. No Inspection (including source inspection), tests, approval (including design approval) or acceptance of the Products shall relieve Seller from responsibility for any defects in the Products or other failures to meet the requirements of this AGREEMENT, or for latent defects, fraud, such gross mistakes as amount to fraud, and Seller's warranty obligations. Buyer’s failure to inspect, accept or reject Products or failure to detect any nonconformity by inspection shall not relieve Seller from its obligations or any liability, nor impose liabilities on Buyer, its agents or customers. l. Seller shall furnish sufficient labor and management personnel, plant, and equipment and any other resources required in performance of this AGREEMENT and shall work such hours, including overtime, additional shifts, weekend and holiday work, as may be required to ensure compliance with the due date(s) as set forth herein at no change in the AGREEMENT price. m. If Seller fails to deliver in accordance with the schedule, Buyer will be entitled, at its election and its sole discretion, to (i) a price reduction for late deliveries, (ii) fill such order, or any portion thereof, from sources other than Seller and to reduce Seller’s AGREEMENT quantities accordingly at no increase in unit price, and without penalty to the Buyer; and/or (iii) the right to terminate this AGREEMENT for default for late deliveries. Any expenses, costs or damages (including refund of monies paid by Xxxxx in advance of delivery) incurred by Xxxxx as a result of such default or any other non-compliance with the terms of this AGREEMENT may, at the discretion of Buyer, and in addition to any other remedies at law or in equity, be offset against any sum owing under this or any other AGREEMENT between Buyer and Seller, or charged back to Seller. n. In the event of any anticipated or actual delay in the performance of this AGREEMENT, Seller shall immediately notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay along with a proposed written recovery schedule. If Buyer requests, Seller shall, at Seller’s expense, ship via air or other expedited routing to avoid or minimize any delay. Seller shall also immediately notify Buyer in writing of any events that may affect this AGREEMENT performance, such as bankruptcy proceedings, strikes, accidents, etc. Seller agrees to flow this Clause down to its suppliers and subcontractors, and promptly notify Buyer in writing when such events exist and/or anticipated or actual delays with its suppliers or subcontractors that may affect performance under this PO. Notification shall not relieve Seller of its obligation to comply with this AGREEMENT’s delivery requirements including due date(s). o. Upon completion or termination of this AGREEMENT and as directed by Xxxxx, any excess Products, or parts thereof, shall be delivered free of charge to Buyer at the designated delivery point at Seller’s risk and expense or destroyed and the destruction certified by Seller. Seller shall not sell, or otherwise dispose of as scrap or otherwise, any completed or partially completed or defective Products without defacing or rendering such Products unsuitable for use.

DELIVERY, INSPECTIONS, AND TITLE. a. Strict adherence to the Buyer’s stated delivery schedule is a material condition of any Order. In accordance with the requirements of the Order, Seller shall deliver products in the quantities and on the date(s) specified in Orders(s) as applicable, or as otherwise agreed in writing by the parties. Delivery is not complete until products have been actually received and accepted by Buyer. Except for delays caused by Buyer or a Force Majeure event, TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY OF PRODUCTS. Subject to Article 21, Force Majeure, Buyer may charge Seller for Buyer’s commercially reasonable transportation costs if necessary to meet Buyer’s contract delivery schedule(s). b. Unless otherwise stated on the face of the Purchase Order, all Products delivered under this AGREEMENT shall be shipped FOB Destination, and Seller shall prepay all transportation charges. c. Seller assumes all risk of loss until Products are delivered to the locations specified in this AGREEMENT. Title of the Product shall pass to Buyer upon arrival of such Product at the delivery locations specified herein, subject to acceptance per Article 3, Agreement and Acceptance; Nonconforming Products below. Further, unless pre-approved in writing by Xxxxx, Buyer shall not be liable for any material commitments or production arrangements made by Seller in excess of the amount of, or in advance of the time reasonably required to meet the due date(s). d. Buyer may return, or store at Seller's expense, any Products delivered in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. e. Buyer reserves the right to reject or return, at sellers expense, any materials the buyer at its sole discretion any material not conforming to specification, drawing, or other quality deficiency. f. Buyer shall have no obligation to accept over shipments. In the event of an over shipment, Buyer may, at its options: (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. g. Xxxxxx agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. If Buyer approves a revised delivery date, Seller shall pay any additional transportation charges and Seller shall extend to Buyer an equitable reduction in the AGREEMENT price. The Buyer, in addition to any other remedies provided by this AGREEMENT, reserves the right to deduct an amount of 1.5% of the invoice amount for any delivery made after the scheduled delivery date. Acceptance of late deliveries or waiver of the above stated deduction does not constitute a waiver of any rights by the Buyer. h. Buyer may, for convenience, extend any part of or the entire delivery schedule as listed on this AGREEMENT by as much as eight weeks, at no additional cost to the Buyer, by notifying the Seller in writing a minimum of two weeks prior to the scheduled date to be moved out. Seller shall insure that the shipment takes place so that the scheduled quantity arrives at the Buyer's facility on or no more than ten days prior to the new due date. i. In addition to the rights of Buyer under Article 6h, Xxxxx may, at any time, by written change order delay or suspend performance of this AGREEMENT, in whole or in part, without liability hereunder, and Xxxxxx shall proceed diligently with the performance of this AGREEMENT as so changed. If any such change causes an increase or decrease in the cost of or the time required for performance of this AGREEMENT, subject to Article 21 and subject to Seller making a proper and timely request, Buyer shall make an equitable adjustment in the AGREEMENT price or delivery dates or both, and this AGREEMENT shall be modified in writing accordingly. Any equitable adjustment for suspension or interruption of, or delay in, Seller’s performance shall exclude profit. If Seller deems any instruction or direction by or on behalf of Buyer to be a change to this Purchase Order, Seller must so notify Buyer in writing within seven (7) days of the receipt of such instruction or direction. Any claim by Seller for adjustment under this Clause may, at Xxxxx’s option, be deemed to be absolutely and unconditionally waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within twenty (20) days from the date of receipt by Seller of the change order or direction, except where an extension is granted in writing by Xxxxx. Xxxxx’s engineering and technical personnel are not authorized to change the Products ordered or any other provision of this AGREEMENT. No change order or other modification will be binding on Buyer unless issued by Xxxxx’s Supply Chain Representative. j. All Products, including raw materials, components, intermediate assemblies, tools, equipment, and end Products, may be inspected and tested by Buyer, its customers and contractors at all reasonable times and places. If the AGREEMENT specifies that any inspection or testing is to be made on Seller's premises, Seller shall provide without additional charge, all reasonable access, facilities and assistance for such inspections and test. In its internal inspection and testing of the Products, Seller shall provide and maintain an inspection system acceptable to the Buyer and Buyer’s customers covering the product hereunder. All inspection records relating to the Products shall be available to the Buyer and the Buyer’s customer during the performance of this AGREEMENT. Unless specified elsewhere, Seller shall maintain, for a period of seven (7) years after the completion of the last delivery or acceptance of the last lot, whichever is longer, quality and inspection records, purchase order files for supplies, equipment, material, or services including supporting documentation, invoices and supporting memoranda. k. No Inspection (including source inspection), tests, approval (including design approval) or acceptance of the Products shall relieve Seller from responsibility for any defects in the Products or other failures to meet the requirements of this AGREEMENT, or for latent defects, fraud, such gross mistakes as amount to fraud, and Seller's warranty obligations. Buyer’s failure to inspect, accept or reject Products or failure to detect any nonconformity by inspection shall not relieve Seller from its obligations or any liability, nor impose liabilities on Buyer, its agents or customers. l. Seller shall furnish sufficient labor and management personnel, plant, and equipment and any other resources required in performance of this AGREEMENT and shall work such hours, including overtime, additional shifts, weekend and holiday work, as may be required to ensure compliance with the due date(s) as set forth herein at no change in the AGREEMENT price. m. If Seller fails to deliver in accordance with the schedule, Buyer will be entitled, at its election and its sole discretion, to (i) a price reduction for late deliveries, (ii) fill such order, or any portion thereof, from sources other than Seller and to reduce Seller’s AGREEMENT quantities accordingly at no increase in unit price, and without penalty to the Buyer; and/or (iii) the right to terminate this AGREEMENT for default for late deliveries. Any expenses, costs or damages (including refund of monies paid by Xxxxx in advance of delivery) incurred by Xxxxx as a result of such default or any other non-compliance with the terms of this AGREEMENT may, at the discretion of Buyer, and in addition to any other remedies at law or in equity, be offset against any sum owing under this or any other AGREEMENT between Buyer and Seller, or charged back to Seller. Further, Seller shall be liable and hold Buyer harmless from any loss, damage, or expense that Buyer may suffer related to nonconforming Products, including services, or from any other breach of the warranties in Article 7, including, but not limited to, return to Seller of defective or nonconforming Products and redelivery to Buyer of repaired, replaced, or corrected Products, if required by Buyer. n. In the event of any anticipated or actual delay in the performance of this AGREEMENT, Seller shall immediately notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay along with a proposed written recovery schedule. If Buyer requests, Seller shall, at Seller’s expense, ship via air or other expedited routing to avoid or minimize any delay. Seller shall also immediately notify Buyer in writing of any events that may affect this AGREEMENT performance, such as bankruptcy proceedings, strikes, accidents, etc. Seller agrees to flow this Clause down to its suppliers and subcontractors, and promptly notify Buyer in writing when such events exist and/or anticipated or actual delays with its suppliers or subcontractors that may affect performance under this PO. Notification shall not relieve Seller of its obligation to comply with this AGREEMENT’s delivery requirements including due date(s). o. Upon completion or termination of this AGREEMENT and as directed by Xxxxx, any excess Products, or parts thereof, shall be delivered free of charge to Buyer at the designated delivery point at Seller’s risk and expense or destroyed and the destruction certified by Seller. Seller shall not sell, or otherwise dispose of as scrap or otherwise, any completed or partially completed or defective Products without defacing or rendering such Products unsuitable for use. p. Seller agrees and acknowledges that all Products or Services, or portions thereof under this AGREEMENT, may be incorporated into deliverables under the next higher tier or prime contract, for example. Seller hereby grants Buyer the right to deliver all Products or Services, or any portion thereof, under the next higher tier or prime contract. Seller further hereby agrees to deliver all Products or Services under this AGREEMENT with the appropriate markings required by the Government regulations incorporated into the AGREEMENT.

DELIVERY, INSPECTIONS, AND TITLE. a. Strict adherence to the Buyer’s stated delivery schedule is a material condition of any Order. In accordance with the requirements of the Order, Seller shall deliver products in the quantities and on the date(s) specified in Orders(s) as applicable, or as otherwise agreed in writing by the partiesParties. Delivery is not complete until products Products have been actually received and accepted by Buyer. Except for delays caused by Buyer or a Force Majeure event, TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY OF PRODUCTS. Buyer is relying upon the delivery of Products at the time and place specified in the Purchase Order to meet Buyer’s obligations under its agreements with others. Seller understands that delays in delivery of conforming Products may materially contribute to or directly cause delay in Buyer’s ability to meet such obligations. Subject to Article 21, Force Majeure, Buyer may charge Seller for Buyer’s commercially reasonable transportation costs if necessary to meet Buyer’s contract delivery schedule(s). b. Unless otherwise stated on the face of the Purchase Order, all Products delivered under this AGREEMENT shall be shipped FOB Destination, and Seller shall prepay all transportation charges. c. Seller assumes all risk of loss until Products are delivered in full to the locations specified in this AGREEMENT. Title of to the Product shall pass to Buyer upon arrival of such Product at the delivery locations specified herein, subject to acceptance per Article 3, Agreement and Acceptance; Nonconforming Products below. Further, unless pre-approved in writing by Xxxxx, Buyer shall not be liable for any material commitments or production arrangements made by Seller in excess of the amount of, or in advance of the time reasonably required to meet the due date(s). d. Buyer may return, or store at Seller's expense, any Products delivered in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. e. Buyer reserves the right to reject or return, at sellers Seller’s expense, any materials the buyer that Buyer, at its sole discretion any material not discretion, determines to be materially non-conforming to specification, drawingspecifications or drawings set forth in the Purchase Order, or possess any other quality deficiency. f. Buyer shall have no obligation to accept over over-shipments. In the event of an over shipment, Buyer may, at its options: (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. g. Xxxxxx agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons thereforefor the delay. If Buyer approves a revised delivery date, Seller shall pay any additional transportation charges and Seller shall extend to Buyer an equitable reduction in the AGREEMENT price. The Buyer, in addition to any other remedies provided by this AGREEMENT, reserves the right to deduct an amount of one and one-half percent (1.5% %) of the invoice amount for any delivery made after the scheduled delivery date. Acceptance of late deliveries or waiver of the above stated deduction does not constitute a waiver of any rights by the BuyerXxxxx. h. Buyer may, for convenience, extend any part of of, or the entire entire, delivery schedule as listed on this AGREEMENT by as much as eight weeks, at no additional cost to the Buyer, by notifying the Seller in writing a minimum of two (2) weeks prior to the scheduled date to be moved out. Seller shall insure ensure that the shipment takes place so that the scheduled quantity arrives at the Buyer's facility on on, or no more than than, ten (10) days prior to the new due date. i. In addition to the rights of Buyer under Article 6h6(h), Xxxxx may, at any time, by written change order delay or suspend performance of this AGREEMENT, in whole or in part, without liability hereunder, and Xxxxxx shall proceed diligently with the performance of this AGREEMENT as so changed. If any such change causes an increase or decrease in the cost of or the time required for performance of this AGREEMENT, subject to Article 21 and subject to Seller making a proper and timely request, Buyer shall make an equitable adjustment in the AGREEMENT price or delivery dates or both, and this AGREEMENT shall be modified in writing accordingly. Any equitable adjustment for suspension or interruption of, or delay in, Seller’s performance shall exclude profit. If Seller deems any instruction or direction by or on behalf of Buyer to be a change to this Purchase Order, Seller must so notify Buyer in writing within seven (7) days of the receipt of such instruction or direction. Any claim by Seller for adjustment under this Clause clause may, at Xxxxx’s option, be deemed to be absolutely and unconditionally waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within twenty (20) days from the date of receipt by Seller of the change order or direction, except where an extension is granted in writing by XxxxxBuyer. Xxxxx’s engineering and technical personnel are not authorized to change the Products ordered or any other provision of this AGREEMENT. No change order or other modification will be binding on Buyer unless issued in writing by Xxxxx’s Supply Chain Representative. j. All Products, including raw materials, components, intermediate assemblies, tools, equipment, Services and end Products, may be inspected and tested by Buyer, its customers and contractors at all reasonable times and places. If the AGREEMENT specifies that any inspection or testing is to be made on Seller's premises, Seller shall provide without additional charge, all reasonable access, facilities and assistance for such inspections and test. In its internal inspection and testing of the Products, Seller shall provide and maintain an inspection system acceptable to the Buyer and Buyer’s customers covering the product hereunder. All inspection records relating to the Products shall be available to the Buyer and the Buyer’s customer during the performance of this AGREEMENT. Unless specified elsewhere, Seller shall maintain, for a period of seven (7) years after the completion of the last delivery or acceptance of the last lot, whichever is longer, quality and inspection records, purchase order files for supplies, equipment, material, or services including supporting documentation, invoices and supporting memoranda. k. No Inspection inspection (including source inspection), tests, approval (including design approval) or acceptance of the Products shall relieve Seller from responsibility for any defects in the Products or other failures to meet the requirements of this AGREEMENT, or for latent defects, fraud, such gross mistakes as amount to fraud, and Seller's warranty obligations. Buyer’s failure to inspect, accept or reject Products or failure to detect any nonconformity by inspection shall not relieve Seller from its obligations or any liability, nor impose liabilities on Buyer, its agents or customers. l. Seller shall furnish sufficient labor and management personnel, plant, and equipment and any other resources required in performance of this AGREEMENT and shall work such hours, including overtime, additional shifts, weekend weekend, and holiday work, as may be required to ensure compliance with the due date(s) as set forth herein at no change in the AGREEMENT price. m. If Seller fails to deliver in accordance with the schedule, Buyer will be entitled, at its election and its sole discretion, to (i) a price reduction for late deliveries, (ii) fill such order, or any portion thereof, from sources other than Seller and to reduce Seller’s AGREEMENT quantities or other deliverables accordingly at no increase in unit price, and without penalty to the Buyer; and/or (iii) the right to terminate this AGREEMENT for default for late deliveries. Any expenses, costs or damages (including refund of monies paid by Xxxxx in advance of delivery) incurred by Xxxxx as a result of such default or any other non-compliance with the terms of this AGREEMENT may, at the discretion of Buyer, and in addition to any other remedies at law or in equity, be offset against any sum owing under this or any other AGREEMENT between Buyer and Seller, or charged back to Seller. Further, Seller shall be liable and hold Buyer harmless from any loss, damage, or expense that Buyer may suffer related to nonconforming Products, including Services, or from any other breach of the warranties in Article 7, including, but not limited to, return to Seller of defective or nonconforming Products and redelivery to Buyer of repaired, replaced, or corrected Products, if required by Buyer. n. In the event of any anticipated or actual delay in the performance of this AGREEMENT, Seller shall immediately notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay along with a proposed written recovery schedule. If Buyer requests, Seller shall, at Seller’s expense, ship via air or other expedited routing to avoid or minimize any delay. Seller shall also immediately notify Buyer in writing of any events that may affect this AGREEMENT performance, such as bankruptcy proceedings, strikes, accidents, etc. Seller agrees to flow this Clause clause down to its suppliers and subcontractors, and promptly notify Buyer in writing when such events exist and/or anticipated or actual delays with its suppliers or subcontractors that may affect performance under this POthe Purchase Order. Notification shall not relieve Seller of its obligation to comply with this AGREEMENT’s delivery requirements including due date(s). o. Upon completion or termination of this AGREEMENT and as directed by Xxxxx, any excess Products, or parts thereof, shall be delivered free of charge to Buyer at the designated delivery point at Seller’s risk and expense or destroyed and the destruction certified by Seller. Seller shall not sell, or otherwise dispose of as scrap or otherwise, any completed or partially completed or defective Products without defacing or rendering such Products unsuitable for use. p. Seller agrees and acknowledges that all Products, or portions thereof under this AGREEMENT, may be incorporated into deliverables under the next higher tier or prime contract, for example. Seller hereby grants Buyer the right to deliver all Products, or any portion thereof, under the next higher tier or prime contract. Seller further hereby agrees to deliver all Products under this AGREEMENT with the appropriate markings required by the Government regulations incorporated into the AGREEMENT. q. Seller shall provide to Buyer written periodic status reports of Seller's activities and projects in sufficient detail to evidence the nature and scope of the Products (including the Services), and shall provide related work records, meeting reports and similar documents, all as reasonably requested by Xxxxx. In addition, Seller shall promptly meet (in person or by telephone) with Xxxxx, as requested by Xxxxx, to discuss any matters pertaining to this AGREEMENT or Xxxxxx’s performance hereunder.

DELIVERY, INSPECTIONS, AND TITLE. a. Strict adherence to the Buyer’s stated delivery schedule is a material condition of any Order. In accordance with the requirements of the Order, Seller shall deliver products in the quantities and on the date(s) specified in Orders(s) as applicable, or as otherwise agreed in writing by the parties. Delivery is not complete until products have been actually received and accepted by Buyer. Except for delays caused by Buyer or a Force Majeure event, TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY OF PRODUCTS. Subject to Article 21, Force Majeure, Buyer may charge Seller for Buyer’s commercially reasonable transportation costs if necessary to meet Buyer’s contract delivery schedule(s). b. Unless otherwise stated on the face of the Purchase Order, all Products delivered under this AGREEMENT shall be shipped FOB Destination, and Seller shall prepay all transportation charges. c. Seller assumes all risk of loss until Products are delivered to the locations specified in this AGREEMENT. Title of the Product shall pass to Buyer upon arrival of such Product at the delivery locations specified herein, subject to acceptance per Article 3, Agreement and Acceptance; Nonconforming Products below. Further, unless pre-approved in writing by Xxxxx, Buyer shall not be liable for any material commitments or production arrangements made by Seller in excess of the amount of, or in advance of the time reasonably required to meet the due date(s). d. Buyer may return, or store at Seller's expense, any Products delivered in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. e. Buyer reserves the right to reject or return, at sellers expense, any materials the buyer at its sole discretion any material not conforming to specification, drawing, or other quality deficiency. f. Buyer shall have no obligation to accept over shipments. In the event of an over shipment, Buyer may, at its options: (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. g. Xxxxxx agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. If Buyer approves a revised delivery date, Seller shall pay any additional transportation charges and Seller shall extend to Buyer an equitable reduction in the AGREEMENT price. The Buyer, in addition to any other remedies provided by this AGREEMENT, reserves the right to deduct an amount of 1.5% of the invoice amount for any delivery made after the scheduled delivery date. Acceptance of late deliveries or waiver of the above stated deduction does not constitute a waiver of any rights by the Buyer. h. Buyer may, for convenience, extend any part of or the entire delivery schedule as listed on this AGREEMENT by as much as eight weeks, at no additional cost to the Buyer, by notifying the Seller in writing a minimum of two weeks prior to the scheduled date to be moved out. Seller shall insure that the shipment takes place so that the scheduled quantity arrives at the Buyer's facility on or no more than ten days prior to the new due date. i. In addition to the rights of Buyer under Article 6h, Xxxxx may, at any time, by written change order delay or suspend performance of this AGREEMENT, in whole or in part, without liability hereunder, and Xxxxxx shall proceed diligently with the performance of this AGREEMENT as so changed. If any such change causes an increase or decrease in the cost of or the time required for performance of this AGREEMENT, subject to Article 21 and subject to Seller making a proper and timely request, Buyer shall make an equitable adjustment in the AGREEMENT price or delivery dates or both, and this AGREEMENT shall be modified in writing accordingly. Any equitable adjustment for suspension or interruption of, or delay in, Seller’s performance shall exclude profit. If Seller deems any instruction or direction by or on behalf of Buyer to be a change to this Purchase Order, Seller must so notify Buyer in writing within seven (7) days of the receipt of such instruction or direction. Any claim by Seller for adjustment under this Clause may, at Xxxxx’s option, be deemed to be absolutely and unconditionally waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within twenty (20) days from the date of receipt by Seller of the change order or direction, except where an extension is granted in writing by Xxxxx. Xxxxx’s engineering and technical personnel are not authorized to change the Products ordered or any other provision of this AGREEMENT. No change order or other modification will be binding on Buyer unless issued by Xxxxx’s Supply Chain Representative. j. All Products, including raw materials, components, intermediate assemblies, tools, equipment, and end Products, may be inspected and tested by Buyer, its customers and contractors at all reasonable times and places. If the AGREEMENT specifies that any inspection or testing is to be made on Seller's premises, Seller shall provide without additional charge, all reasonable access, facilities and assistance for such inspections and test. In its internal inspection and testing of the Products, Seller shall provide and maintain an inspection system acceptable to the Buyer and Buyer’s customers covering the product hereunder. All inspection records relating to the Products shall be available to the Buyer and the Buyer’s customer during the performance of this AGREEMENT. Unless specified elsewhere, Seller shall maintain, for a period of seven (7) years after the completion of the last delivery or acceptance of the last lot, whichever is longer, quality and inspection records, purchase order files for supplies, equipment, material, or services including supporting documentation, invoices and supporting memoranda. k. No Inspection (including source inspection), tests, approval (including design approval) or acceptance of the Products shall relieve Seller from responsibility for any defects in the Products or other failures to meet the requirements of this AGREEMENT, or for latent defects, fraud, such gross mistakes as amount to fraud, and Seller's warranty obligations. Buyer’s failure to inspect, accept or reject Products or failure to detect any nonconformity by inspection shall not relieve Seller from its obligations or any liability, nor impose liabilities on Buyer, its agents or customers. l. Seller shall furnish sufficient labor and management personnel, plant, and equipment and any other resources required in performance of this AGREEMENT and shall work such hours, including overtime, additional shifts, weekend and holiday work, as may be required to ensure compliance with the due date(s) as set forth herein at no change in the AGREEMENT price. m. If Seller fails to deliver in accordance with the schedule, Buyer will be entitled, at its election and its sole discretion, to (i) a price reduction for late deliveries, (ii) fill such order, or any portion thereof, from sources other than Seller and to reduce Seller’s AGREEMENT quantities accordingly at no increase in unit price, and without penalty to the Buyer; and/or (iii) the right to terminate this AGREEMENT for default for late deliveries. Any expenses, costs or damages (including refund of monies paid by Xxxxx in advance of delivery) incurred by Xxxxx as a result of such default or any other non-compliance with the terms of this AGREEMENT may, at the discretion of Buyer, and in addition to any other remedies at law or in equity, be offset against any sum owing under this or any other AGREEMENT between Buyer and Seller, or charged back to Seller. n. In the event of any anticipated or actual delay in the performance of this AGREEMENT, Seller shall immediately notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay along with a proposed written recovery schedule. If Buyer requests, Seller shall, at Seller’s expense, ship via air or other expedited routing to avoid or minimize any delay. Seller shall also immediately notify Buyer in writing of any events that may affect this AGREEMENT performance, such as bankruptcy proceedings, strikes, accidents, etc. Seller agrees to flow this Clause down to its suppliers and subcontractors, and promptly notify Buyer in writing when such events exist and/or anticipated or actual delays with its suppliers or subcontractors that may affect performance under this PO. Notification shall not relieve Seller of its obligation to comply with this AGREEMENT’s delivery requirements including due date(s). o. Upon completion or termination of this AGREEMENT and as directed by Xxxxx, any excess Products, or parts thereof, shall be delivered free of charge to Buyer at the designated delivery point at Seller’s risk and expense or destroyed and the destruction certified by Seller. Seller shall not sell, or otherwise dispose of as scrap or otherwise, any completed or partially completed or defective Products without defacing or rendering such Products unsuitable for use. p. Seller agrees and acknowledges that all Products or Services, or portions thereof under this AGREEMENT, may be incorporated into deliverables under the next higher tier or prime contract, for example. Seller hereby grants Buyer the right to deliver all Products or Services, or any portion thereof, under the next higher tier or prime contract. Seller further hereby agrees to deliver all Products or Services under this AGREEMENT with the appropriate markings required by the Government regulations incorporated into the AGREEMENT.

DELIVERY, INSPECTIONS, AND TITLE. a. Strict adherence to the Buyer’s stated delivery schedule Time is a material condition of any Order. In accordance with the requirements of the Order, Seller shall deliver products essence in the quantities and on the date(s) specified in Orders(s) as applicable, or as otherwise agreed in writing by the parties. Delivery is not complete until products have been actually received and accepted by Buyer. Except for delays caused by Buyer or a Force Majeure event, TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY OF PRODUCTSperformance of this AGREEMENT. Subject to Article 21, Force Majeure, Buyer may charge Seller for Buyer’s commercially reasonable transportation costs if necessary to meet Buyer’s contract delivery schedule(s). b. Unless otherwise stated on the face of the Purchase Order, all Products delivered under this AGREEMENT shall be shipped FOB Destination, and Seller shall prepay all transportation charges. c. Seller assumes all risk of loss until Products are delivered to the locations specified in this AGREEMENT. Title of the Product shall pass to Buyer upon arrival of such Product at the delivery locations specified herein, subject to acceptance per Article 3, Agreement and Acceptance; Nonconforming Products below. Further, unless pre-approved in writing by Xxxxx, Buyer shall not be liable for any material commitments or production arrangements made by Seller in excess of the amount of, or in advance of the time reasonably required to meet the due date(s). d. Buyer may return, or store at Seller's expense, any Products delivered in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. e. Buyer reserves the right to reject or return, at sellers expense, any materials the buyer at its sole discretion any material not conforming to specification, drawing, or other quality deficiency. f. Buyer shall have no obligation to accept over shipments. In the event of an over shipment, Buyer may, at its options: (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. g. Xxxxxx Seller agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. If Buyer approves a revised delivery date, Seller shall pay any additional transportation charges and Seller shall extend to Buyer an equitable reduction in the AGREEMENT price. The Buyer, in addition to any other remedies provided by this AGREEMENT, reserves the right to deduct an amount of 1.5% of the invoice amount for any delivery made after the scheduled delivery date. Acceptance of late deliveries or waiver of the above stated deduction does not constitute a waiver of any rights by the Buyer. h. Buyer may, for convenience, extend any part of or the entire delivery schedule as listed on this AGREEMENT by as much as eight weeks, at no additional cost to the Buyer, by notifying the Seller in writing a minimum of two weeks prior to the scheduled date to be moved out. Seller shall insure that the shipment takes place so that the scheduled quantity arrives at the Buyer's facility on or no more than ten days prior to the new due date. i. In addition to the rights of Buyer under Article 6h, Xxxxx may, at any time, by written change order delay or suspend performance of this AGREEMENT, in whole or in part, without liability hereunder, and Xxxxxx shall proceed diligently with the performance of this AGREEMENT as so changed. If any such change causes an increase or decrease in the cost of or the time required for performance of this AGREEMENT, subject to Article 21 and subject to Seller making a proper and timely request, Buyer shall make an equitable adjustment in the AGREEMENT price or delivery dates or both, and this AGREEMENT shall be modified in writing accordingly. Any equitable adjustment for suspension or interruption of, or delay in, Seller’s performance shall exclude profit. If Seller deems any instruction or direction by or on behalf of Buyer to be a change to this Purchase Order, Seller must so notify Buyer in writing within seven (7) days of the receipt of such instruction or direction. Any claim by Seller for adjustment under this Clause may, at Xxxxx’s option, be deemed to be absolutely and unconditionally waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within twenty (20) days from the date of receipt by Seller of the change order or direction, except where an extension is granted in writing by Xxxxx. Xxxxx’s engineering and technical personnel are not authorized to change the Products ordered or any other provision of this AGREEMENT. No change order or other modification will be binding on Buyer unless issued by Xxxxx’s Supply Chain Representative. j. All Products, including raw materials, components, intermediate assemblies, tools, equipment, and end Products, may be inspected and tested by Buyer, its customers and contractors at all reasonable times and places. If the AGREEMENT specifies that any inspection or testing is to be made on Seller's premises, Seller shall provide without additional charge, all reasonable access, facilities and assistance for such inspections and test. In its internal inspection and testing of the Products, Seller shall provide and maintain an inspection system acceptable to the Buyer and Buyer’s customers covering the product hereunder. All inspection records relating to the Products shall be available to the Buyer and the Buyer’s customer during the performance of this AGREEMENT. Unless specified elsewhere, Seller shall maintain, for a period of seven (7) years after the completion of the last delivery or acceptance of the last lot, whichever is longer, quality and inspection records, purchase order files for supplies, equipment, material, or services including supporting documentation, invoices and supporting memoranda. k. No Inspection (including source inspection), tests, approval (including design approval) or acceptance of the Products shall relieve Seller from responsibility for any defects in the Products or other failures to meet the requirements of this AGREEMENT, or for latent defects, fraud, such gross mistakes as amount to fraud, and Seller's warranty obligations. Buyer’s failure to inspect, accept or reject Products or failure to detect any nonconformity by inspection shall not relieve Seller from its obligations or any liability, nor impose liabilities on Buyer, its agents or customers. l. Seller shall furnish sufficient labor and management personnel, plant, and equipment and any other resources required in performance of this AGREEMENT and shall work such hours, including overtime, additional shifts, weekend and holiday work, as may be required to ensure compliance with the due date(s) as set forth herein at no change in the AGREEMENT price. m. If Seller fails to deliver in accordance with the schedule, Buyer will be entitled, at its election and its sole discretion, to (i) a price reduction for late deliveries, (ii) fill such order, or any portion thereof, from sources other than Seller and to reduce Seller’s AGREEMENT quantities accordingly at no increase in unit price, and without penalty to the Buyer; and/or (iii) the right to terminate this AGREEMENT for default for late deliveries. Any expenses, costs or damages (including refund of monies paid by Xxxxx in advance of delivery) incurred by Xxxxx as a result of such default or any other non-compliance with the terms of this AGREEMENT may, at the discretion of Buyer, and in addition to any other remedies at law or in equity, be offset against any sum owing under this or any other AGREEMENT between Buyer and Seller, or charged back to Seller. n. In the event of any anticipated or actual delay in the performance of this AGREEMENT, Seller shall immediately notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay along with a proposed written recovery schedule. If Buyer requests, Seller shall, at Seller’s expense, ship via air or other expedited routing to avoid or minimize any delay. Seller shall also immediately notify Buyer in writing of any events that may affect this AGREEMENT performance, such as bankruptcy proceedings, strikes, accidents, etc. Seller agrees to flow this Clause down to its suppliers and subcontractors, and promptly notify Buyer in writing when such events exist and/or anticipated or actual delays with its suppliers or subcontractors that may affect performance under this PO. Notification shall not relieve Seller of its obligation to comply with this AGREEMENT’s delivery requirements including due date(s). o. Upon completion or termination of this AGREEMENT and as directed by Xxxxx, any excess Products, or parts thereof, shall be delivered free of charge to Buyer at the designated delivery point at Seller’s risk and expense or destroyed and the destruction certified by Seller. Seller shall not sell, or otherwise dispose of as scrap or otherwise, any completed or partially completed or defective Products without defacing or rendering such Products unsuitable for use.

DELIVERY, INSPECTIONS, AND TITLE. a. Strict adherence to the Buyer’s stated delivery schedule is a material condition of any Order. In accordance with the requirements of the Order, Seller shall deliver products in the quantities and on the date(s) specified in Orders(s) as applicable, or as otherwise agreed in writing by the parties. Delivery is not complete until products have been actually received and accepted by Buyer. Except for delays caused by Buyer or a Force Majeure event, TIME IS OF THE ESSENCE TH EESSENCE WITH RESPECT TO DELIVERY OF PRODUCTS. Subject to Article 21, Force Majeure, Buyer may charge Seller for Buyer’s commercially reasonable transportation costs if necessary to meet Buyer’s contract delivery schedule(s). b. Unless otherwise stated on the face of the Purchase Order, all Products delivered under this AGREEMENT shall be shipped FOB Destination, and Seller shall prepay all transportation charges. c. Seller assumes all risk of loss until Products are delivered to the locations specified in this AGREEMENT. Title of the Product shall pass to Buyer upon arrival of such Product at the delivery locations specified herein, subject to acceptance per Article 3, Agreement and Acceptance; Nonconforming Products below. Further, unless pre-approved in writing by Xxxxx, Buyer shall not be liable for any material commitments or production arrangements made by Seller in excess of the amount of, or in advance of the time reasonably required to meet the due date(s). d. Buyer may return, or store at Seller's expense, any Products delivered in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. e. Buyer reserves the right to reject or return, at sellers expense, any materials the buyer at its sole discretion any material not conforming to specification, drawing, or other quality deficiency. f. Buyer shall have no obligation to accept over shipments. In the event of an over shipment, Buyer may, at its options: (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. g. Xxxxxx Seller agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. If Buyer approves a revised delivery date, Seller shall pay any additional transportation charges and Seller shall extend to Buyer an equitable reduction in the AGREEMENT price. The Buyer, in addition to any other remedies provided by this AGREEMENT, reserves the right to deduct an amount of 1.5% of the invoice amount for any delivery made after the scheduled delivery date. Acceptance of late deliveries or waiver of the above stated deduction does not constitute a waiver of any rights by the Buyer. h. Buyer may, for convenience, extend any part of or the entire delivery schedule as listed on this AGREEMENT by as much as eight weeks, at no additional cost to the Buyer, by notifying the Seller in writing a minimum of two weeks prior to the scheduled date to be moved out. Seller shall insure that the shipment takes place so that the scheduled quantity arrives at the Buyer's facility on or no more than ten days prior to the new due date. i. In addition to the rights of Buyer under Article 6h, Xxxxx may, at any time, by written change order delay or suspend performance of this AGREEMENT, in whole or in part, without liability hereunder, and Xxxxxx shall proceed diligently with the performance of this AGREEMENT as so changed. If any such change causes an increase or decrease in the cost of or the time required for performance of this AGREEMENT, subject to Article 21 and subject to Seller making a proper and timely request, Buyer shall make an equitable adjustment in the AGREEMENT price or delivery dates or both, and this AGREEMENT shall be modified in writing accordingly. Any equitable adjustment for suspension or interruption of, or delay in, Seller’s performance shall exclude profit. If Seller deems any instruction or direction by or on behalf of Buyer to be a change to this Purchase Order, Seller must so notify Buyer in writing within seven (7) days of the receipt of such instruction or direction. Any claim by Seller for adjustment under this Clause may, at Xxxxx’s option, be deemed to be absolutely and unconditionally waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within twenty (20) days from the date of receipt by Seller of the change order or direction, except where an extension is granted in writing by Xxxxx. Xxxxx’s engineering and technical personnel are not authorized to change the Products ordered or any other provision of this AGREEMENT. No change order or other modification will be binding on Buyer unless issued by Xxxxx’s Supply Chain Representative. j. All Products, including raw materials, components, intermediate assemblies, tools, equipment, and end Products, may be inspected and tested by Buyer, its customers and contractors at all reasonable times and places. If the AGREEMENT specifies that any inspection or testing is to be made on Seller's premises, Seller shall provide without additional charge, all reasonable access, facilities and assistance for such inspections and test. In its internal inspection and testing of the Products, Seller shall provide and maintain an inspection system acceptable to the Buyer and Buyer’s customers covering the product hereunder. All inspection records relating to the Products shall be available to the Buyer and the Buyer’s customer during the performance of this AGREEMENT. Unless specified elsewhere, Seller shall maintain, for a period of seven (7) years after the completion of the last delivery or acceptance of the last lot, whichever is longer, quality and inspection records, purchase order files for supplies, equipment, material, or services including supporting documentation, invoices and supporting memoranda. k. No Inspection (including source inspection), tests, approval (including design approval) or acceptance of the Products shall relieve Seller from responsibility for any defects in the Products or other failures to meet the requirements of this AGREEMENT, or for latent defects, fraud, such gross mistakes as amount to fraud, and Seller's warranty obligations. Buyer’s failure to inspect, accept or reject Products or failure to detect any nonconformity by inspection shall not relieve Seller from its obligations or any liability, nor impose liabilities on Buyer, its agents or customers. l. Seller shall furnish sufficient labor and management personnel, plant, and equipment and any other resources required in performance of this AGREEMENT and shall work such hours, including overtime, additional shifts, weekend and holiday work, as may be required to ensure compliance with the due date(s) as set forth herein at no change in the AGREEMENT price. m. If Seller fails to deliver in accordance with the schedule, Buyer will be entitled, at its election and its sole discretion, to (i) a price reduction for late deliveries, (ii) fill such order, or any portion thereof, from sources other than Seller and to reduce Seller’s AGREEMENT quantities accordingly at no increase in unit price, and without penalty to the Buyer; and/or (iii) the right to terminate this AGREEMENT for default for late deliveries. Any expenses, costs or damages (including refund of monies paid by Xxxxx in advance of delivery) incurred by Xxxxx as a result of such default or any other non-compliance with the terms of this AGREEMENT may, at the discretion of Buyer, and in addition to any other remedies at law or in equity, be offset against any sum owing under this or any other AGREEMENT between Buyer and Seller, or charged back to Seller. n. In the event of any anticipated or actual delay in the performance of this AGREEMENT, Seller shall immediately notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay along with a proposed written recovery schedule. If Buyer requests, Seller shall, at Seller’s expense, ship via air or other expedited routing to avoid or minimize any delay. Seller shall also immediately notify Buyer in writing of any events that may affect this AGREEMENT performance, such as bankruptcy proceedings, strikes, accidents, etc. Seller agrees to flow this Clause down to its suppliers and subcontractors, and promptly notify Buyer in writing when such events exist and/or anticipated or actual delays with its suppliers or subcontractors that may affect performance under this PO. Notification shall not relieve Seller of its obligation to comply with this AGREEMENT’s delivery requirements including due date(s). o. Upon completion or termination of this AGREEMENT and as directed by Xxxxx, any excess Products, or parts thereof, shall be delivered free of charge to Buyer at the designated delivery point at Seller’s risk and expense or destroyed and the destruction certified by Seller. Seller shall not sell, or otherwise dispose of as scrap or otherwise, any completed or partially completed or defective Products without defacing or rendering such Products unsuitable for use.

DELIVERY, INSPECTIONS, AND TITLE. a. Strict adherence to the Buyer’s stated delivery schedule is a material condition of any Order. In accordance with the requirements of the Order, Seller shall deliver products in the quantities and on the date(s) specified in Orders(s) as applicable, or as otherwise agreed in writing by the parties. Delivery is not complete until products have been actually received and accepted by Buyer. Except for delays caused by Buyer or a Force Majeure event, TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY OF PRODUCTS. Subject to Article 21, Force Majeure, Buyer may charge Seller for Buyer’s commercially reasonable transportation costs if necessary to meet Buyer’s contract delivery schedule(s). b. Unless otherwise stated on the face of the Purchase Order, all Products delivered under this AGREEMENT shall be shipped FOB Destination, and Seller shall prepay all transportation charges. c. Seller assumes all risk of loss until Products are delivered to the locations specified in this AGREEMENT. Title of the Product shall pass to Buyer upon arrival of such Product at the delivery locations specified herein, subject to acceptance per Article 3, Agreement and Acceptance; Nonconforming Products below. Further, unless pre-approved in writing by Xxxxx, Buyer shall not be liable for any material commitments or production arrangements made by Seller in excess of the amount of, or in advance of the time reasonably required to meet the due date(s). d. Buyer may return, or store at Seller's expense, any Products delivered in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. e. Buyer reserves the right to reject or return, at sellers expense, any materials the buyer at its sole discretion any material not conforming to specification, drawing, or other quality deficiency. f. Buyer shall have no obligation to accept over shipments. In the event of an over shipment, Buyer may, at its options: (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. g. Xxxxxx Seller agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. If Buyer approves a revised delivery date, Seller shall pay any additional transportation charges and Seller shall extend to Buyer an equitable reduction in the AGREEMENT price. The Buyer, in addition to any other remedies provided by this AGREEMENT, reserves the right to deduct an amount of 1.5% of the invoice amount for any delivery made after the scheduled delivery date. Acceptance of late deliveries or waiver of the above stated deduction does not constitute a waiver of any rights by the Buyer. h. Buyer may, for convenience, extend any part of or the entire delivery schedule as listed on this AGREEMENT by as much as eight weeks, at no additional cost to the Buyer, by notifying the Seller in writing a minimum of two weeks prior to the scheduled date to be moved out. Seller shall insure that the shipment takes place so that the scheduled quantity arrives at the Buyer's facility on or no more than ten days prior to the new due date. i. In addition to the rights of Buyer under Article 6h, Xxxxx may, at any time, by written change order delay or suspend performance of this AGREEMENT, in whole or in part, without liability hereunder, and Xxxxxx shall proceed diligently with the performance of this AGREEMENT as so changed. If any such change causes an increase or decrease in the cost of or the time required for performance of this AGREEMENT, subject to Article 21 and subject to Seller making a proper and timely request, Buyer shall make an equitable adjustment in the AGREEMENT price or delivery dates or both, and this AGREEMENT shall be modified in writing accordingly. Any equitable adjustment for suspension or interruption of, or delay in, Seller’s performance shall exclude profit. If Seller deems any instruction or direction by or on behalf of Buyer to be a change to this Purchase Order, Seller must so notify Buyer in writing within seven (7) days of the receipt of such instruction or direction. Any claim by Seller for adjustment under this Clause may, at Xxxxx’s option, be deemed to be absolutely and unconditionally waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within twenty (20) days from the date of receipt by Seller of the change order or direction, except where an extension is granted in writing by Xxxxx. Xxxxx’s engineering and technical personnel are not authorized to change the Products ordered or any other provision of this AGREEMENT. No change order or other modification will be binding on Buyer unless issued by Xxxxx’s Supply Chain Representative. j. All Products, including raw materials, components, intermediate assemblies, tools, equipment, and end Products, may be inspected and tested by Buyer, its customers and contractors at all reasonable times and places. If the AGREEMENT specifies that any inspection or testing is to be made on Seller's premises, Seller shall provide without additional charge, all reasonable access, facilities and assistance for such inspections and test. In its internal inspection and testing of the Products, Seller shall provide and maintain an inspection system acceptable to the Buyer and Buyer’s customers covering the product hereunder. All inspection records relating to the Products shall be available to the Buyer and the Buyer’s customer during the performance of this AGREEMENT. Unless specified elsewhere, Seller shall maintain, for a period of seven (7) years after the completion of the last delivery or acceptance of the last lot, whichever is longer, quality and inspection records, purchase order files for supplies, equipment, material, or services including supporting documentation, invoices and supporting memoranda. k. No Inspection (including source inspection), tests, approval (including design approval) or acceptance of the Products shall relieve Seller from responsibility for any defects in the Products or other failures to meet the requirements of this AGREEMENT, or for latent defects, fraud, such gross mistakes as amount to fraud, and Seller's warranty obligations. Buyer’s failure to inspect, accept or reject Products or failure to detect any nonconformity by inspection shall not relieve Seller from its obligations or any liability, nor impose liabilities on Buyer, its agents or customers. l. Seller shall furnish sufficient labor and management personnel, plant, and equipment and any other resources required in performance of this AGREEMENT and shall work such hours, including overtime, additional shifts, weekend and holiday work, as may be required to ensure compliance with the due date(s) as set forth herein at no change in the AGREEMENT price. m. If Seller fails to deliver in accordance with the schedule, Buyer will be entitled, at its election and its sole discretion, to (i) a price reduction for late deliveries, (ii) fill such order, or any portion thereof, from sources other than Seller and to reduce Seller’s AGREEMENT quantities accordingly at no increase in unit price, and without penalty to the Buyer; and/or (iii) the right to terminate this AGREEMENT for default for late deliveries. Any expenses, costs or damages (including refund of monies paid by Xxxxx in advance of delivery) incurred by Xxxxx as a result of such default or any other non-compliance with the terms of this AGREEMENT may, at the discretion of Buyer, and in addition to any other remedies at law or in equity, be offset against any sum owing under this or any other AGREEMENT between Buyer and Seller, or charged back to Seller. n. In the event of any anticipated or actual delay in the performance of this AGREEMENT, Seller shall immediately notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay along with a proposed written recovery schedule. If Buyer requests, Seller shall, at Seller’s expense, ship via air or other expedited routing to avoid or minimize any delay. Seller shall also immediately notify Buyer in writing of any events that may affect this AGREEMENT performance, such as bankruptcy proceedings, strikes, accidents, etc. Seller agrees to flow this Clause down to its suppliers and subcontractors, and promptly notify Buyer in writing when such events exist and/or anticipated or actual delays with its suppliers or subcontractors that may affect performance under this PO. Notification shall not relieve Seller of its obligation to comply with this AGREEMENT’s delivery requirements including due date(s). o. Upon completion or termination of this AGREEMENT and as directed by Xxxxx, any excess Products, or parts thereof, shall be delivered free of charge to Buyer at the designated delivery point at Seller’s risk and expense or destroyed and the destruction certified by Seller. Seller shall not sell, or otherwise dispose of as scrap or otherwise, any completed or partially completed or defective Products without defacing or rendering such Products unsuitable for use.

DELIVERY, INSPECTIONS, AND TITLE. a. Strict adherence to the Buyer’s stated delivery schedule is a material condition of any Order. In accordance with the requirements of the Order, Seller shall deliver products in the quantities and on the date(s) specified in Orders(s) as applicable, or as otherwise agreed in writing by the partiesParties. Delivery is not complete until products have been actually received and accepted by Buyer. Except for delays caused by Buyer or a Force Majeure event, TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY OF PRODUCTS. Subject to Article 21, Force Majeure, Buyer may charge Seller for Buyer’s commercially reasonable transportation costs if necessary to meet Buyer’s contract delivery schedule(s). b. Unless otherwise stated on the face of the Purchase Order, all Products delivered under this AGREEMENT shall be shipped FOB Destination, and Seller shall prepay all transportation charges. c. Seller assumes all risk of loss until Products are delivered to the locations specified in this AGREEMENT. Title of the Product shall pass to Buyer upon arrival of such Product at the delivery locations specified herein, subject to acceptance per Article 3, Agreement and Acceptance; Nonconforming Products below. Further, unless pre-approved in writing by Xxxxx, Buyer shall not be liable for any material commitments or production arrangements made by Seller in excess of the amount of, or in advance of the time reasonably required to meet the due date(s). d. Buyer may return, or store at Seller's expense, any Products delivered in advance of the delivery date specified for such Products unless early delivery is authorized in writing by the Buyer. e. Buyer reserves the right to reject or return, at sellers Seller’s expense, any materials the buyer at its sole discretion any material not conforming to specification, drawing, or other quality deficiency. f. Buyer shall have no obligation to accept over shipments. In the event of an over shipment, Buyer may, at its options: (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. g. Xxxxxx agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons therefore. If Buyer approves a revised delivery date, Seller shall pay any additional transportation charges and Seller shall extend to Buyer an equitable reduction in the AGREEMENT price. The Buyer, in addition to any other remedies provided by this AGREEMENT, reserves the right to deduct an amount of 1.5% of the invoice amount for any delivery made after the scheduled delivery date. Acceptance of late deliveries or waiver of the above stated deduction does not constitute a waiver of any rights by the Buyer. h. Buyer may, for convenience, extend any part of or the entire delivery schedule as listed on this AGREEMENT by as much as eight weeks, at no additional cost to the Buyer, by notifying the Seller in writing a minimum of two weeks prior to the scheduled date to be moved out. Seller shall insure that the shipment takes place so that the scheduled quantity arrives at the Buyer's facility on or no more than ten days prior to the new due date. i. In addition to the rights of Buyer under Article 6h, Xxxxx may, at any time, by written change order delay or suspend performance of this AGREEMENT, in whole or in part, without liability hereunder, and Xxxxxx shall proceed diligently with the performance of this AGREEMENT as so changed. If any such change causes an increase or decrease in the cost of or the time required for performance of this AGREEMENT, subject to Article 21 and subject to Seller making a proper and timely request, Buyer shall make an equitable adjustment in the AGREEMENT price or delivery dates or both, and this AGREEMENT shall be modified in writing accordingly. Any equitable adjustment for suspension or interruption of, or delay in, Seller’s performance shall exclude profit. If Seller deems any instruction or direction by or on behalf of Buyer to be a change to this Purchase Order, Seller must so notify Buyer in writing within seven (7) days of the receipt of such instruction or direction. Any claim by Seller for adjustment under this Clause may, at Xxxxx’s option, be deemed to be absolutely and unconditionally waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within twenty (20) days from the date of receipt by Seller of the change order or direction, except where an extension is granted in writing by Xxxxx. Xxxxx’s engineering and technical personnel are not authorized to change the Products ordered or any other provision of this AGREEMENT. No change order or other modification will be binding on Buyer unless issued in writing by Xxxxx’s Supply Chain Representative. j. All Products, including raw materials, components, intermediate assemblies, tools, equipment, and end Products, may be inspected and tested by Buyer, its customers and contractors at all reasonable times and places. If the AGREEMENT specifies that any inspection or testing is to be made on Seller's premises, Seller shall provide without additional charge, all reasonable access, facilities and assistance for such inspections and test. In its internal inspection and testing of the Products, Seller shall provide and maintain an inspection system acceptable to the Buyer and Buyer’s customers covering the product hereunder. All inspection records relating to the Products shall be available to the Buyer and the Buyer’s customer during the performance of this AGREEMENT. Unless specified elsewhere, Seller shall maintain, for a period of seven (7) years after the completion of the last delivery or acceptance of the last lot, whichever is longer, quality and inspection records, purchase order files for supplies, equipment, material, or services including supporting documentation, invoices and supporting memoranda. k. No Inspection (including source inspection), tests, approval (including design approval) or acceptance of the Products shall relieve Seller from responsibility for any defects in the Products or other failures to meet the requirements of this AGREEMENT, or for latent defects, fraud, such gross mistakes as amount to fraud, and Seller's warranty obligations. Buyer’s failure to inspect, accept or reject Products or failure to detect any nonconformity by inspection shall not relieve Seller from its obligations or any liability, nor impose liabilities on Buyer, its agents or customers. l. Seller shall furnish sufficient labor and management personnel, plant, and equipment and any other resources required in performance of this AGREEMENT and shall work such hours, including overtime, additional shifts, weekend and holiday work, as may be required to ensure compliance with the due date(s) as set forth herein at no change in the AGREEMENT price. m. If Seller fails to deliver in accordance with the schedule, Buyer will be entitled, at its election and its sole discretion, to (i) a price reduction for late deliveries, (ii) fill such order, or any portion thereof, from sources other than Seller and to reduce Seller’s AGREEMENT quantities accordingly at no increase in unit price, and without penalty to the Buyer; and/or (iii) the right to terminate this AGREEMENT for default for late deliveries. Any expenses, costs or damages (including refund of monies paid by Xxxxx in advance of delivery) incurred by Xxxxx as a result of such default or any other non-compliance with the terms of this AGREEMENT may, at the discretion of Buyer, and in addition to any other remedies at law or in equity, be offset against any sum owing under this or any other AGREEMENT between Buyer and Seller, or charged back to Seller. Further, Seller shall be liable and hold Buyer harmless from any loss, damage, or expense that Buyer may suffer related to nonconforming Products, including services, or from any other breach of the warranties in Article 7, including, but not limited to, return to Seller of defective or nonconforming Products and redelivery to Buyer of repaired, replaced, or corrected Products, if required by Buyer. n. In the event of any anticipated or actual delay in the performance of this AGREEMENT, Seller shall immediately notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay along with a proposed written recovery schedule. If Buyer requests, Seller shall, at Seller’s expense, ship via air or other expedited routing to avoid or minimize any delay. Seller shall also immediately notify Buyer in writing of any events that may affect this AGREEMENT performance, such as bankruptcy proceedings, strikes, accidents, etc. Seller agrees to flow this Clause down to its suppliers and subcontractors, and promptly notify Buyer in writing when such events exist and/or anticipated or actual delays with its suppliers or subcontractors that may affect performance under this PO. Notification shall not relieve Seller of its obligation to comply with this AGREEMENT’s delivery requirements including due date(s). o. Upon completion or termination of this AGREEMENT and as directed by Xxxxx, any excess Products, or parts thereof, shall be delivered free of charge to Buyer at the designated delivery point at Seller’s risk and expense or destroyed and the destruction certified by Seller. Seller shall not sell, or otherwise dispose of as scrap or otherwise, any completed or partially completed or defective Products without defacing or rendering such Products unsuitable for use. p. Seller agrees and acknowledges that all Products or Services, or portions thereof under this AGREEMENT, may be incorporated into deliverables under the next higher tier or prime contract, for example. Seller hereby grants Buyer the right to deliver all Products or Services, or any portion thereof, under the next higher tier or prime contract. Seller further hereby agrees to deliver all Products or Services under this AGREEMENT with the appropriate markings required by the Government regulations incorporated into the AGREEMENT.