Common use of Delivery of Goods Clause in Contracts

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within the timeframe specified verbally or in writing by the Customer; (b) to the Customer's premises or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) during the Customer's normal hours of business on a Business Day, or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier delivers less or more of the quantity of Goods ordered, the Customer may reject the Goods and any rejected Goods shall be returnable at the Supplier's risk and expense. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1. 4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 4.1. The Supplier shall ensure that: (a) 4.1.1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good conditioncondition and in accordance with any specific written instructions given by the Buyer; (b) 4.1.2. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) 4.1.3. it states clearly on the delivery note any requirement for the Customer Buyer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 4.2. The Supplier shall deliver the Goods: (a) 4.2.1. on the date specified in the Order or, if no such date is specified, then within 7 [SEVEN] days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) 4.2.2. to the CustomerBuyer's premises at Xxxx 0 Xxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx XX0 0XX or such other location as is set out in the Order or as instructed by the Customer Buyer before delivery (Delivery Location); and (c) 4.2.3. during the CustomerBuyer's normal hours of business on a Business Daybusiness, or as instructed by the CustomerBuyer. 4.3 4.3. Delivery of the Goods shall be completed on DAP (as defined in INCOTERMS 2020) Delivery Location unless otherwise agreed in writing by the completion of unloading of Buyer and the Goods at the Delivery LocationSupplier. 4.4 If the Supplier delivers less or more of the quantity of Goods ordered, the Customer may reject the Goods and any rejected Goods shall be returnable at the Supplier's risk and expense. 4.5 4.4. The Supplier shall not deliver the Goods in instalments without the CustomerBuyer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1. 4.6 4.5. Title and risk in the Goods shall pass to the Customer Buyer on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;; and (b) each delivery all Goods are delivered in accordance with all relevant legal requirements, including but not limited to legal requirements regarding packaging, labelling the Goods, shipping of the Goods is accompanied by a delivery note which shows the date of the Orderdocuments, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if where specified, any requirements set out in the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Vaillant Group’s Supplier at the cost of the SupplierLogistics Handbook. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within ten (10) Business Days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) to the Customer's ’s premises at Nottingham Road, Belper, DE56 1JT or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) during the Customer's ’s normal hours of business on a Business Day, or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier Supplier: (a) delivers less or more than ninety-five per cent (95%) of the quantity of Goods ordered, the Customer may reject the Goods; or (b) delivers more than one hundred and five per cent (105%) of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's ’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's ’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1Clause 7.1. 4.6 Title and risk in the Goods shall pass to the Customer on completion of deliverydelivery save that title to the Tooling shall pass to the Customer on completion of their manufacture and the Supplier shall hold all Tooling on trust for the Customer and shall have a licence to use the Tooling for the purposes of producing the Goods for the Customer only, and shall deliver up to the Customer (at the Supplier’s cost) all or any Tooling at the request of the Customer and, in the event the Supplier fails to comply with such request, the Customer shall have the right to enter into any premises of the Supplier or any third party at which the Tooling are kept to seize and remove the Tooling.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) : a the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) ; b each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) and c it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier or disposed of by the Customer at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) : a on the date specified in the Order or, if no such date is specifiedspecified or agreed elsewhere in writing, then within 14 days of the timeframe specified verbally or in writing by date of the Customer; (b) Order; b to the Customer's ’s premises at Civic Centre, Station Road, Addlestone, Surrey, KT15 2AH or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) and c during the Customer's ’s normal hours of business on a Business Day, or as instructed by the Customer. 4.3 Unless otherwise stated in the Order, the Supplier shall bear the costs of putting the Goods into a deliverable state. 4.4 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 4.5 If the Supplier Supplier: a delivers less or more than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or b delivers more than 105% of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's ’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 4.5 4.6 The Supplier shall not deliver the Goods in instalments without the Customer's ’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause Clause 6.1. 4.6 4.7 If the Customer cannot take delivery of the Goods for any good reason, the Supplier will store the Goods at the Supplier’s risk and expense. 4.8 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) 4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) 4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any)purchase order number, the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; 4.1.3 the Goods will not be packaged in any container or loaded into any vehicle that (i) is not clean, (ii) may damage, contaminate, deteriorate or adulterate any of the Goods, or (iii) will otherwise render the Goods unfit for their intended uses; and (c) 4.1.4 it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) 4.2.1 on the date specified in the Order or, if no such date is specified, then within the timeframe specified verbally or in writing by the CustomerOrder; (b) 4.2.2 to the Customer's premises or such other delivery location as is set out specified in the Order or as instructed by the Customer before delivery (Delivery Location)Contract; and (c) 4.2.3 during the Customer's normal hours of business on a Business Daybusiness, or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the later of completion of unloading of the Goods at the Delivery Locationdelivery location and signing of a delivery note by the Customer. 4.4 If the Supplier Supplier: 4.4.1 delivers less or more than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or 4.4.2 delivers more than 105% of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. If the Supplier delivers more than the quantity of Goods ordered, and the Customer accepts the delivery, the excess shall be deemed free of charge. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1. 4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on if the delivery note any requirement for Supplier requires the Customer to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Purchase Order or, if no date is specified therein, then such date is specified, then within as shall be agreed between the timeframe specified verbally or parties in writing by the Customerwriting; (b) to the Customer's premises or such other location as is set out in the Purchase Order or as instructed by the Customer before delivery (the “Delivery Location”); and (c) during the Customer's normal hours of business on a Business Day, or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier delivers more or less or more of than the quantity of Goods ordered, the Customer may reject the Goods and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Customer accepts such a delivery, a pro rata adjustment shall be made to the invoice for the Goods. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1. 4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 5.1 The Supplier shall ensure that: (a) the 5.1.1 all Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) 5.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be deliveredDelivery Note; and (c) it states clearly on 5.1.3 if the delivery note any requirement for Supplier requires the Customer to return any packaging material for the Goods to Goods, that fact is clearly stated on the Supplier. Any Delivery Note and such return of packaging material shall only be returned to the Supplier at the cost of the Supplier’s cost. 4.2 5.2 The Supplier shall deliver the Goods: (a) 5.2.1 on the date specified in the Purchase Order or, if no such date is specified, then within five (5) Business Days of the timeframe specified verbally or in writing by date of the CustomerPurchase Order; (b) 5.2.2 to the Customer's premises or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) 5.2.3 during the Customer's normal hours of business on a Business Day, or as otherwise instructed by the Customer. 4.3 5.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location, and the provision of Delivery Note for the applicable Purchase Order once signed by the Customer. 4.4 5.4 If the Supplier Supplier: 5.4.1 delivers less or more than ninety-five per cent (95%) of the quantity of Goods orderedordered at any one time and as specified in the applicable Order, the Customer may reject the Goods; or 5.4.2 delivers more than one hundred and five per cent (105%) of the quantity of Goods ordered at any one time and as specified in the applicable Order, the Customer may reject all of the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment as applicable shall be made to the invoice by the Supplier. 4.5 5.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it this consent is agreed that given, the Goods are delivered by instalments, they Supplier may be invoiced and paid invoice for each instalment separately. However, failure Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.18. 4.6 5.6 Title to and risk in the Goods shall both pass to the Customer on completion of deliverydelivery of the Goods to the Customer’s possession at the Delivery Location. At the point of delivery of the Goods, the Customer shall acquire a valid and unencumbered title to the Goods.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within 30 days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) to the Customer's premises or such other location as is set out in the Order order or as instructed by the Customer before delivery (Delivery Location); and (c) during the Customer's ’s normal hours of business on a Business Day, or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier delivers less or more of the quantity of Goods ordered, the Customer may reject the Goods and any rejected Goods shall be returnable at the Supplier's risk and expense. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's ’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause Clause 6.1. 4.6 4.5 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. ‌ 4.1 The Supplier Delivery of the Goods shall ensure that: (a) be completed once the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied unloaded by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost Customer’s premises or such other location set out in the Order or as instructed by the Customer before delivery, provided that delivery is acknowledged by an authorised member of the SupplierCustomer’s staff or its agents. Title in the Goods shall pass to the Customer on delivery, or if earlier, upon payment relating to the relevant Goods. Risk will pass to the Customer on completion of delivery. 4.2 The Supplier shall deliver the Goods: (a) Goods on the date specified in the Order or, if no such date is specified, then within two days of the timeframe specified verbally or in writing by the Customer; (b) to the Customer's premises or such other location as is set out in date of the Order or as instructed by the Customer before delivery (Delivery Location); and (c) and during the Customer's ’s normal hours of business on a Business Day, or as instructed by the Customer. Time of delivery is of the essence. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier delivers less or more of the quantity of Goods ordered, the Customer may reject the Goods and any rejected Goods shall be returnable at the Supplier's risk and expense. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's ’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. 4.4 The Supplier shall ensure that the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition, pallets used for delivery must be of a good quality and be four-way entry pallet. HoweverPallets must be correctly loaded and packed in accordance with health and safety obligations. 4.5 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, failure by documentation for excise purposes, the Order number (if any), an itemised list of the type and quantity of the Goods (including the code number of the Goods (where applicable)), 4.6 Where applicable and unless otherwise agreed with the Supplier, the Supplier shall ensure that Goods have at least 80% of their shelf life remaining at the point of delivery to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies or as otherwise set out in clause 6.1the Customer’s Policies. 4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (Goods, where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on if the delivery note any requirement for Supplier requires the Customer Client to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order Order, or, if no such date is specified, then within 28 days of the timeframe specified verbally or in writing by date of the CustomerOrder (Delivery Date); (b) to the CustomerClient's premises specified in the Order or such other location as is set out in the Order Order, or as instructed by the Customer before Client prior to delivery (Delivery Location); and (c) during the CustomerClient's normal hours of business on a Business Dayhours, or as instructed by the CustomerClient. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier delivers less or more of the quantity of Goods ordered, the Customer may reject the Goods and any rejected Goods shall be returnable at the Supplier's risk and expense. 4.5 The Supplier shall not deliver the Goods in instalments without the CustomerClient's prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer Client to the remedies set out in clause 6.16. 4.6 4.5 Title and & risk in the Goods shall pass to the Customer Client on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within 3 days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) to the Customer's premises or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and; (c) during the Customer's ’s normal hours of business [on a Business Day], or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier Supplier: (a) delivers less or more than [95]% of the quantity of Goods ordered, the Customer may reject the Goods; or (b) delivers more than [105]% of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's ’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's ’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1. 4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 5.1. The Supplier shall ensure that: (a) 5.1.1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) 5.1.2. each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) 5.1.3. it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 5.2. The Supplier shall deliver the Goods: (a) 5.2.1. on the date specified in the Purchase Order or, if no such date is specified, then within the timeframe specified verbally or in writing by the Customer(Delivery Date); (b) 5.2.2. carriage paid to the Customer's premises or such other location as is set out in the Order Delivery Location or as instructed otherwise agreed by the Customer before delivery (Delivery Location); andin writing; (c) 5.2.3. during the Customer's normal hours of business on a Business Day, or as otherwise instructed by the Customer; and 5.2.4. in accordance with the Customer’s instructions notified to the Supplier from time to time in writing. 4.3 5.3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. The Customer shall be entitled to reject a delivery if in its opinion there is a health and safety issue with the delivery (such as where the container or package has not been loaded properly). 4.4 5.4. The Customer shall not be deemed to have accepted any Goods or Services until it has had a reasonable time to inspect them following delivery or after any latent defect has become apparent. Neither any inspection or testing by the Customer or its representatives whether before or after physical delivery of the Goods or completion of the Services nor the signing of any document acknowledging physical receipt of any Goods or completion of any Services shall constitute acceptance or approval of the Goods/Services by the Customer. 5.5. Delivery of the Goods shall be made within the time set out in the Purchase Order or as otherwise agreed between the Customer and the Supplier. Time for delivery shall be of the essence. If the Supplier delivers less or more of believes that it may not be able to complete an Purchase Order in accordance with its terms it shall immediately advise the quantity of Goods ordered, the Customer may reject the Goods and any rejected Goods shall be returnable at the Supplier's risk and expenseCustomer’ representative. 4.5 5.6. The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.17.1. 4.6 5.7. The Customer may inspect and test the Goods at any time within 14 days of delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract. 5.8. Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 5.1 In respect of Goods, proof of delivery will be established only through an official stamp of Customer and/or by the signature of an authorised employee of Customer on a delivery note clearly detailing the Goods and the quantity Delivered. 5.2 Any delivery note or other document accompanying a delivery which is signed or stamped by or on behalf of Customer is simply an acknowledgement of delivery and will not constitute an acceptance by Customer that the Goods comply with the Contract. Customer will not be considered to have accepted any Goods until after it has had a reasonable time to inspect the Goods or, if later, following a reasonable time after any latent defect in the Goods has become apparent. 5.4 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 5.5 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within five days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) to the Customer's premises or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) during the Customer's normal hours of business on a Business Day, or as instructed by the Customer. 4.3 5.6 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier delivers less or more of the quantity of Goods ordered, the Customer may reject the Goods and any 5.7 Any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 4.5 5.8 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.17.1. 4.6 5.9 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 4.1. The Supplier shall ensure that: (a) 4.1.1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) 4.1.2. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) 4.1.3. it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 4.2. The Supplier shall deliver the Goods: (a) 4.2.1. on the date specified in the Order or, if no such date is specified, then within 14 days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) 4.2.2. to the Customer's ’s premises at 0 Xxxx Xxxxxx Xx, Xxxxxxx, X0 0XX or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) 4.2.3. during the Customer's ’s normal hours of business on a Business Day, or as instructed by the Customer. 4.3 4.3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 4.4. If the Supplier Supplier: 4.4.1. delivers less or more than 95% of the quantity of Goods ordered, ; or 4.4.2. delivers more than 105% of the Customer may reject the quantity of Goods and any rejected Goods shall be returnable at the Supplier's risk and expense.ordered, 4.5 4.5. The Supplier shall not deliver the Goods in instalments without the Customer's ’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause Clause 6.1. 4.6 4.6. Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier; and (d) where goods are to be delivered by the Supplier (where the Supplier is located outside the UK) into the UK: (i) all export documentation from the Supplier’s location is provided to the Customer, is accurate and complete, and supplied prior to shipment of the Goods or any part thereof; and (ii) all import documentation necessary for the importation of the Goods into the UK is provided to the Customer, is accurate and complete, and supplied prior to shipment of the Goods or any part thereof. (e) All transportation, packaging and containers (as the case may be) is environmentally compliant and fumigated (where required), with fumigation certification provided to the Customer. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within the timeframe specified verbally or in writing as and when requested by the Customer; (b) to the Customer's premises at Xxxxxxx Xxx, Xxxxxxxxxxxx XX00 0XX or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) during the Customer's normal hours of business on a Business Day, or as instructed by the Customer. 4.3 The date for delivery of Goods under clause 4(a) may be amended by the Customer so as to allow: (a) The date specified in the Order to be changed; and/or (b) For an Order to be delivered by instalments at the request of the Customer; and/or (c) The Order to be prioritised over other orders of the Customer with the Supplier. 4.4 The Supplier will co-operate with all requests from the Customer for the Order to be consolidated with other orders of the Customer (whether from the Supplier or other suppliers of the Customer), including but not limited to consolidation of shipping containers. 4.5 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. The Customer may at its discretion decline a delivery where the Supplier has failed to comply with this clause 4. 4.4 If 4.6 Unless other agreed in writing by the Customer, the Supplier delivers may not deliver more or less or more of than the quantity of Goods ordered, the . 4.7 The Customer may reject the Goods and any rejected Goods shall be returnable at the Supplier's risk and expense. 4.5 The Supplier shall not deliver request delivery of the Goods in instalments without over a 12 month period from the Customer's prior written consentdate of Order. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.15.1. 4.6 4.8 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured to ensure their delivery in such manner as to enable them to reach their destination in good perfect condition;; and (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the applicable Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)Goods, if any), special storage any instructions (if any) required under Condition 3.1(e), and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date none is specified, then within 30 days after the timeframe specified verbally or in writing by date of the CustomerOrder; (b) to the Customer's premises or such other location as is set out in the Order or as instructed by the Customer Company before delivery (“Delivery Location”); and (c) during the Customer's normal hours of business on a Business Day, or as instructed by the Customerhours. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier Supplier: (a) delivers less or more than 95 per cent of the quantity of Goods ordered, the Customer Company may reject the Goods; or (b) delivers more than 105 per cent of the quantity of Goods ordered, the Company may reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Company accepts more or less than the quantity of Goods ordered, a pro rata adjustment shall be made to the invoice. 4.5 The Supplier shall not deliver the Goods in instalments without the CustomerCompany's prior written consent. Where it is agreed that the Goods are delivered by instalments, they Instalments may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer Company to the remedies set out in clause 6.1Condition 6.1 in relation to the entirety of the Goods. 4.6 Title and risk in the Goods shall pass to the Customer Company on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within the timeframe specified verbally Schedule B or otherwise as agreed in writing by with the Customer; (b) to the Customer's ’s premises at 000 Xxxxx Xxxxxx, Xxxxxx Xxxx or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) during the Customer's ’s normal hours of business on a Business Day, or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier Supplier: delivers less or more than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or delivers more than 105% of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's ’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's ’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause Clause 6.1. 4.6 Title and risk in the Goods shall pass to the Customer on completion of upon payment. Risk shall pass to the Customer upon delivery.

Delivery of Goods. 4.1 6.1 The Goods shall be delivered to the Customer Premises or other premises as set forth in the Purchase Order on the date or within the period stated therein and in either case during the normal business hours of Customer. 6.2 Supplier shall ensure that:provide to Customer, sufficiently in advance of delivery, any instructions or other information required to enable Customer to accept delivery of the Goods. (a) the 6.3 The Goods are shall be properly packed and secured in such a manner as to enable them to reach their destination in a good condition; (b) each delivery condition in light of the nature of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of other applicable cir- cumstances. Supplier shall off-load the Goods (including the code number of at its own risk as directed by Xxxxxxxx. 6.4 Customer shall have no obligation to pay for or return pack- ing cases, skids, drums or other articles used for packing the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplierwhether or not reusable. 4.2 6.5 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within the timeframe specified verbally or in writing by the Customer; (b) to the Customer's premises or such other location as is set out in the Order or as instructed by the Customer before time of delivery (Delivery Location); and (c) during the Customer's normal hours of business on a Business Day, or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on of the completion essence of unloading the Agreement. 6.6 All Goods should be accompanied by a detailed advice note stating the applicable Purchase Order number and giving full particulars of the Goods at the Delivery Locationsupplied. 4.4 6.7 If the Goods are to be delivered by instalments the Agree- ment shall be treated as a single Agreement and not sever- able. 6.8 If the Goods are delivered to Customer in excess of the quantities set forth in the Purchase Order, Customer shall not be bound to pay for the excess and any excess shall be and remain at Supplier’s risk and shall be returnable at Sup- plier’s expense. 6.9 Upon delivery of the Goods to Customer, Customer shall ei- ther reject or accept the Goods, such acceptance not to be unreasonably withheld or delayed. Customer shall have the right to reject Goods after any latent defect in the Goods has become apparent. 6.10 Without prejudice to any other right or remedy Customer may have, if any Goods are not supplied in accordance with, or if Supplier delivers less fails to comply with, any of the terms of this Agreement, Customer shall be entitled to avail itself of any one or more of the quantity of Goods ordered, the Customer may following remedies at its discretion: a. to reject the Goods (in whole or in part) and any rejected return them to Supplier at the risk and cost of Supplier on the basis that a full refund for the Goods so returned shall be returnable paid forthwith to Customer by Supplier; b. to give Supplier the opportunity (at the Supplier's risk and ’s expense. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier ) either to deliver any one instalment on time or at all or remedy any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1. 4.6 Title and risk in the Goods shall pass or to supply replacement Goods and carry out any other necessary work to ensure that the Customer on completion terms of deliverythe Agreement are ful- filled; c. to obtain such damages as may have been as a result of or in connection with Supplier’s breach or breaches of the Agreement; or (d) to terminate this Agreement in whole or in part immediately upon giving written notice to Supplier.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) 4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) 4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), and the manufacturer of Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) 4.1.3 it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) 4.2.1 on the date specified in the Order or, if no such date is specified, then within 7 days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) 4.2.2 to the Customer's ’s premises at Link Business Park, Osbaldwick Link Road, York, YO10 3JB or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) 4.2.3 during the Customer's ’s normal hours of business on a Business Day, or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier Supplier: 4.4.1 delivers less or more than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or 4.4.2 delivers more than 105% of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods and any rejected Goods shall be returnable at the Supplier's ’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's ’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1. 4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within 30 days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) to the Customer's premises at Hindlip Park, Worcester, WR3 8SP or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) during the Customer's normal hours of business on a Business Day, or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier Supplier: (a) delivers less or more than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or (b) delivers more than 105% of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1. 4.6 Title and risk in the Goods shall pass to the Customer on completion of deliverydelivery or on payment, whichever is the sooner. 4.7 Risk in the Goods will remain with the Supplier until the same have been delivered to the Customer in accordance with clauses 4.2 and 4.3 and the Supplier shall maintain all necessary insurance to cover such risk.

Delivery of Goods. 4.1 5.1 The Supplier Vendor shall ensure that: (a) 5.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) 5.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Order purchase order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) ), the NCI’s billing address and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) 5.1.3 it states clearly on the delivery note any requirement for the Customer NCI to return any packaging material for the Goods to the SupplierVendor. Any such packaging material shall only be returned to the Supplier Vendor at the cost of the SupplierVendor. 4.2 5.2 The Supplier Vendor shall deliver the Goods: (a) 5.2.1 on the date specified in the Purchase Order or, if no such date is specified, then within 14 days of the timeframe specified verbally or in writing by date of the CustomerPurchase Order; (b) 5.2.2 to the Customer's premises or such other location as is delivery address set out in the Purchase Order or as instructed by the Customer NCI before delivery (“Delivery Location”); and (c) 5.2.3 during the Customer's NCI’s normal hours of business on a Business Day, or as instructed by the CustomerNCI. 4.3 5.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier delivers less or more of the quantity of Goods ordered, the Customer may reject the Goods and any rejected Goods shall be returnable at the Supplier's risk and expense. 4.5 5.4 The Supplier Vendor shall not deliver the Goods in instalments without the Customer's NCI’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier Vendor to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer NCI to the remedies set out in clause 6.17.1 (NCI remedies). 4.6 5.5 Title and risk in the Goods shall pass to the Customer NCI on completion of delivery.

Delivery of Goods. 4.1 5.1 Time for delivery of the Goods shall be of the essence of the Order. 5.2 The Supplier shall ensure that: (a) 5.2.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good conditioncondition at no extra cost to the Customer; (b) 5.2.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) 5.2.3 it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 5.3 The Supplier shall deliver the Goods: (a) 5.3.1 on the date specified in the Order or, if no such other date is specified, then within the timeframe specified verbally or in writing as may be notified by the CustomerCustomer from time to time; (b) 5.3.2 to the Customer's premises or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) 5.3.3 during the Customer's normal hours of business on a Business Day, or as instructed by the Customer. 4.3 5.4 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. The Supplier shall off-load the goods as directed by the Customer. 4.4 5.5 If the Supplier delivers less or more of Goods are not delivered on the quantity of Goods ordereddue date in strict compliance with the specification and volume set out in the Order then, without prejudice to any other rights which it may have, the Customer may reject reserves the right to: 5.5.1 cancel the order in whole or in part; 5.5.2 refuse to accept any subsequent delivery of the Goods and which the Supplier attempts to make; 5.5.3 recover from the Supplier any rejected expenditure reasonably incurred by the Customer in obtaining the Goods shall be returnable at in substitution from another Supplier; and 5.5.4 claim damages for any additional costs, loss or expenses incurred by the Supplier's risk and expense. 4.5 The Supplier shall not Customer which are in any way attributable to the Suppliers failure to deliver the Goods on the due date, In each case without incurring any liability to the Supplier for doing so, howsoever arising. 5.6 Where the Customer agrees in writing to accept delivery in instalments without the Customer's prior written consentOrder shall be construed as a single contract in respect of each instalment. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. HoweverNevertheless, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer at its option to treat the remedies set out in clause 6.1whole Order as repudiated. 4.6 5.7 Title and risk in the Goods shall pass to the Customer on completion of delivery. 5.8 If the Goods are delivered to the Customer in excess of the quantities ordered the Customer shall not be bound to pay for the excess and any excess will be and will remain at the Suppliers risk until collected by the Supplier at its expense. 5.9 The Customer may reject any Goods delivered which are not in accordance with the Order and shall not be deemed to have accepted any Goods until the Customer has had reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent. 5.10 The Supplier shall keep the Customer fully informed as to the progress of the Order and shall promptly and properly answer any reasonable requests for information relating to the Order made by the Customer.

Delivery of Goods. 4.1 4.1. The Supplier shall ensure that: (a) 4.1.1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) 4.1.2. if not provided prior to delivery, each delivery of the Goods is accompanied by a statement that provides details of the export controls that apply to the Goods, or that no confirms that no export controls apply. 4.1.3. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) 4.1.4. it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 4.2. The Supplier shall deliver the Goods: (a) 4.2.1. on the date specified in the Order or, if no such date is specified, then within 30 (thirty) days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) 4.2.2. to the Customer's premises or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) 4.2.3. during the Customer's normal hours ’s Normal Hours of business Business on a Business Day, or as instructed by the Customer. 4.3 4.3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier delivers less or more of the quantity of Goods ordered, the Customer may reject the Goods and any rejected Goods shall be returnable at the Supplier's risk and expense. 4.5 4.4. The Supplier shall not deliver the Goods in instalments without the Customer's ’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1. 4.6 4.5. Title and risk in the Goods shall pass on the earlier of first payment, allocation of Goods or materials to the Order, or completion of delivery. 4.6. Risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within 30 (thirty) days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) to the Customer's premises or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) during the Customer's normal hours of business on a Business Day, or as instructed by the Customer. . 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier Supplier: (a) delivers less or more than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or (b) delivers more than 105% of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1.Error! Reference source not found.. 4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery. 4.7 The passing of title shall not prejudice any other of the Customer’s rights and remedies, including its right to reject.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within 28 days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) to the Customer's premises at Xxxx 0 Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxx Xxxx, Xxxxxxxxx BB1 2QY or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) during the Customer's normal hours of business on a Business Day, or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier Supplier: (a) delivers less or more than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or (b) delivers more than 105% of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1. 4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) 4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) 4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and; (c) 4.1.3 it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier; and 4.1.4 each delivery of the Goods is accompanied by any declaration of conformity, or other certificate required for the Goods under applicable laws and any safety precautions required for the handling of the Goods; and 4.1.5 all legally required serial numbers and XX xxxxx are clearly indicated on the outer packaging of the Goods. 4.2 The Supplier shall deliver the Goods: (a) 4.2.1 on the date specified in the Order or, if no such date is specified, then within 90 days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) 4.2.2 to the Customer's premises at Edinburgh Way, Harlow, Essex, CM20 2TT or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) 4.2.3 during the Customer's normal hours of business on a Business Day, or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier delivers less or more of the quantity of Goods ordered, the Customer may reject the Goods and any rejected Goods shall be returnable at the Supplier's risk and expense. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1. 4.6 4.5 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 3.1. The Supplier shall ensure that: (a) 3.1.1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) 3.1.2. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number Celonis’ Supply of Goods and Services Terms and Conditions (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) 3.1.3. it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 3.2. The Supplier shall deliver the Goods: (a) 3.2.1. on the date specified in the Order or, if no such date and time is specified, then within of the timeframe specified verbally or in writing by the Customeressence for any and all deliveries of Goods; (b) 3.2.2. to the Customer's ’s premises or such other location as is set out in the Order or as otherwise instructed by the Customer before delivery (“Delivery Location”); and (c) 3.2.3. during the Customer's ’s normal hours of business on a Business Day, or as instructed by the Customer. 4.3 3.3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery LocationLocation and issuance of an acknowledgement of receipt by an Authorized Person. 4.4 If 3.4. Nothing in these Terms shall oblige the Supplier delivers less Customer to accept any deliveries exceeding or more falling short of the quantity of Goods orderedordered quantities, the Customer may reject the Goods and any rejected Goods shall be returnable at the Supplier's ’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 4.5 3.5. The Supplier shall not deliver the Goods in instalments without the Customer's ’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.15.1. 4.6 3.6. Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are marked in accordance with the Customer’s instructions and properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note containing information as the Customer reasonably require which shows includes a Certificate of Analysis, Certificate of Conformity and/or a Certificate of Origin and any other documentation required by the date Customer for the purposes of importation, exportation or customers clearance of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be deliveredGoods; and (c) it states clearly on the delivery note any requirement for notifies the Customer to return of any packaging material for harmful or potentially harmful properties or ingredients in the Goods to the Supplier. Any such packaging material shall only and any hazardous Goods must be returned to marked by the Supplier at with the cost of the Supplierinternational danger symbols and all warning notices are to be clearly displayed. 4.2 The Supplier shall deliver the Goods: (a) on the date Delivery Date(s) specified in the Order Purchase Order, in which case time for delivery shall be of the essence or, if no such date is specified, then within a reasonable period from the timeframe specified verbally or in writing by date of the CustomerPurchase Order; (b) to the Customer's premises or such other location as is Delivery Location set out in the Purchase Order or as otherwise instructed by the Customer before delivery (Delivery Location)delivery, in writing; and (c) where applicable, during the Customer's ’s normal hours of business on a Business Day, or as instructed by the Customerbusiness day. 4.3 Delivery Unless otherwise agreed in the Purchase Order delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If Risk and title in the Supplier delivers less or more of the quantity of Goods ordered, shall pass to the Customer may reject either: (a) in accordance with the Goods and any rejected Goods shall be returnable at relevant INCOTERM specified in the Supplier's risk and expensePurchase Order; or (b) if no INCOTERM is speciified in the order, on on delivery in accordance with clause 4.2(b). 4.5 The Customer shall not be deemed to have accepted any Goods until the later of: (a) 30 days after the date of delivery and unloading; and (b) in the case of latent defects, 30 days after any latent defects in the Goods has become apparent. 4.6 The Supplier shall not deliver Goods by instalments except with the Goods in instalments without prior written consent of the Customer's prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by separately only with the Supplier to deliver prior written consent of the Customer. 4.7 Acceptance of any one instalment on time or at all or any defect in an instalment Goods shall entitle the Customer be without prejudice to the Customer’s rights and remedies including those set out in clause 6.1clauses 7 and 10. 4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer Quotient to return any packaging material for the Goods to the Supplier. Any such packaging material Supplier and which shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within the timeframe specified verbally or as otherwise agreed in writing by the Customerwriting; (b) Duty Paid (DDP) (Incoterms 2020) to the Customer's Quotient’s premises at 0 Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 or such other location as is set out in the Order or as instructed by the Customer Quotient before delivery (Delivery Location); and (c) during the Customer's Quotient’s normal hours of business on a Business Day, or as instructed by the CustomerQuotient. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier delivers less or more of the The quantity of Goods ordered, or Services specified within the Customer Contract cannot be changed without Quotient’s prior written consent. Quantities above or below those stated within the Contract may reject the Goods and any rejected Goods shall not be returnable at the Supplier's risk and expenseaccepted. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's Quotient’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer Quotient to the remedies set out in clause 6.1Clause 6. 4.6 Title and risk in the Goods shall pass to the Customer Quotient on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery all Goods are delivered in accordance with all relevant legal requirements (regarding packaging, labelling the Goods, shipping of the Goods is accompanied by a delivery note which shows the date of the Orderdocuments, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if anyetc.,) and, if where specified, any requirements set out in the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Vaillant Group’s Supplier at the cost of the SupplierLogistics Handbook. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within 10 Business Days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) to the Customer's ’s premises at Nottingham Road, Belper DE56 1JT or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) during the Customer's ’s normal hours of business on a Business Day, or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier Supplier: (a) delivers less or more than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or (b) delivers more than 105% of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's ’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's ’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1Clause 7.1. 4.6 Title and risk in the Goods shall pass to the Customer on completion of deliverydelivery save that title to the Tooling shall pass to the Customer on completion of their manufacture and the Supplier shall hold all Tooling on trust for the Customer and shall have a licence to use the Tooling for the purposes of producing the Goods for the Customer only, and shall deliver up to the Customer (at the Supplier’s cost) all or any Tooling at the request of the Customer and, in the event the Supplier fails to comply with such request, the Customer shall have the right to enter into any premises of the Supplier or any third party at which the Tooling are kept to seize and remove the Tooling.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) 4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) 4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) 4.1.3 it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) 4.2.1 on the date specified in the Order or, if no such date is specified, then within as agreed between the timeframe specified verbally or in writing by the Customerparties; (b) 4.2.2 to the Customer's premises or such other location address as is set out in the Order or as instructed by the Customer before delivery (“Delivery Location”); andand‌ (c) 4.2.3 during the Customer's normal hours of business on a Business Day, Hours or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier Supplier: 4.4.1 delivers less or more than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or 4.4.2 delivers more than 105% of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consentconsent or as set out in an Order. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.17.1. 4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery.

Delivery of Goods. 4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Goods: (a) on the date specified in the Order or, if no such date is specified, then within thirty days of the timeframe specified verbally or in writing by date of the CustomerOrder; (b) to the Customer's premises or at such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and (c) during the Customer's normal hours of business on a Business Day, or as instructed by the Customer. 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.4 If the Supplier delivers less or more of the quantity of Goods ordered, the Customer may reject the Goods and any rejected Goods shall be returnable at the Supplier's risk and expense. 4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1. 4.6 4.5 Title and risk in the Goods shall pass to the Customer on completion of delivery.