Common use of Delivery of Products Clause in Contracts

Delivery of Products. 4.1 The Supplier shall ensure that:‌ (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products 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 Products:‌ (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery of Products shall be completed when the Supplier unloads and stacks the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall be of the essence in relation to the Delivery Date and any agreed delivery time. If the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.

Appears in 6 contracts

Samples: Standard Terms and Conditions of Purchase, Standard Terms and Conditions of Purchase, Standard Terms and Conditions of Purchase

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Delivery of Products. 4.1 The Supplier Ornua shall ensure that:‌that: (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any)all relevant Customer and Ornua reference numbers, and the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) ; and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌ (cb) it states clearly on the delivery note any requirement for Ornua the Customer to return any packaging material (such as, for the Products example, pallets, steel cages (and any variations thereof), glass bottles and plastic crates) to the SupplierOrnua. Any The Customer shall make any such packaging material materials available for collection at such times as Ornua shall only reasonably request and shall not reuse such packaging materials. Returns of packaging materials shall be at Ornua's expense except that Ornua reserves the right to charge the Customer for packaging materials which are not returned to within the Supplier at the cost of the Supplier.time specified by Ornua or which have been returned but are not in a fit state or condition for reuse by Ornua.‌‌ 4.2 The Supplier Ornua shall deliver the Products:‌ (a) Products to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌. 4.3 Delivery of the Products shall be completed when on the Supplier unloads and stacks completion of the making available, unloading or loading of the Products at the Delivery Location, unless different delivery terms (or Location in accordance with the Incoterms®) are specified in ® agreed for the OrderOrder concerned. 4.4 In the case of Products delivered in sealed containers, the Customer must ensure that: (a) the containers and the seal numbers and quantities correspond with those shown on the delivery note;‌ (b) the seals are intact, and it shall notify Ornua operates a “Just-in-Time” without delay of any discrepancy or broken seal; and (c) the relevant officials from HM Revenue & Customs or other relevant customs authority (if outside the UK) are present if any action is taken. 4.5 Any dates quoted for delivery system. Time shall be of the essence in relation to the Delivery Date and any agreed delivery time. If the Products are approximate only, and the time of delivery is not delivered on time of the essence.‌ 4.6 If Ornua fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the SupplierCustomer in obtaining replacement products of similar description and quality in the cheapest market available, clause 6.1 less the price of the Products. Ornua shall apply.‌ 4.5 If the Supplier delivers more that the quantity have no liability for any failure or delay in delivery of Products orderedto the extent caused by a Force Majeure Event or the Customer's failure to provide Ornua with adequate delivery instructions or other relevant instructions related to supply of the Products. 4.7 If 10 Business Days after Ornua notified the Customer that Products were ready for collection or delivery the Customer has not taken or accepted delivery of them, Ornua shall not be bound to pay may resell or otherwise dispose of part or all of the Products and charge the Customer for any reasonable storage and selling costs incurred.‌ 4.8 Ornua may deliver the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in by instalments, they may which shall be invoiced and paid for separately. Failure by the Supplier to deliver any one Each instalment on time shall constitute a separate contract. Any delay in delivery or at all or any defect in an instalment shall not entitle Ornua the Customer to cancel any other instalment. 4.9 The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the remedies set out in clause 6.1. 4.7 Title Products as are required from time to time and, if required by Ornua, the Customer shall make those licences and risk in the Products shall pass consents available to Ornua on completion of deliveryprior to the relevant shipment.

Appears in 4 contracts

Samples: Standard Terms and Conditions of Sale, Standard Terms and Conditions of Sale, Standard Terms and Conditions of Sale

Delivery of Products. 4.1 The Supplier 5.1 SUPPLIER shall ensure that:‌that: (a) the Products are properly packed and secured in such manner as to enable them to reach their destination in good and undamaged condition; (b) each delivery of Products the Product is accompanied by a delivery note which shows the date of the Order, the Order number (if any)number, the type and quantity of Products the Product (including the code number of the Products, Product (where applicable)), special storage instructions (if any) and, if the Products are being delivered in by instalments, the outstanding balance of Products remaining to be delivered; and‌and (c) it states clearly on the delivery note any requirement for Ornua CMI to return any packaging material for the Products to the SupplierSUPPLIER. Any such packaging material shall only be returned to the Supplier SUPPLIER at the cost costs of the SupplierSUPPLIER. 4.2 The Supplier 5.2 SUPPLIER shall deliver the Products:‌Products: (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, time shall be the essence and SUPPLIER must deliver the Products as soon as possible; (b) to the location as set out in the Order or such other location instructed by CMI before delivery (“Delivery Location”); and (c) during CMI’s normal hours of delivery on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hoursWorking Day, unless agreed otherwise with Ornua or otherwise as instructed by Ornua.‌CMI. 4.3 5.3 Delivery of the Products shall be completed when on the Supplier unloads and stacks completion of unloading of the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall be of the essence in relation to the Delivery Date and any agreed delivery time. 5.4 If the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier SUPPLIER delivers more that or less than the quantity of Products ordered, Ornua shall not be bound to pay for CMI may reject the excess Products and any excess shall be and shall remain at the Supplier’s risk and rejected Products shall be returnable at the SupplierSUPPLIER’s risk and expense. If SUPPLIER delivers more or less than the quantity of Products ordered, and CMI accepts the delivery. SUPPLIER shall make a pro rata adjustment to the invoice of the Products. 4.6 The Supplier 5.5 SUPPLIER shall not deliver the Products in instalments without Ornua's CMI’s prior written consent. Where it is agreed that the Products are to be delivered in by instalments, they may be invoiced and paid for separately. Failure However, failure by the Supplier SUPPLIER to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua CMI to the remedies set out in clause 6.18. 4.7 Title and risk 5.6 Unless stated otherwise in the Products shall pass to Ornua on completion of delivery.Order, CMI may reschedule delivery dates or cancel the Order by notifying SUPPLIER in writing no less than thirty

Appears in 4 contracts

Samples: General Terms and Conditions for Procurement, General Terms and Conditions for Procurement, General Terms and Conditions for Procurement

Delivery of Products. 4.1 The Supplier As specified in Exhibit A, DR and/or Vendor shall ensure that:‌ (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each be responsible for making digital and/or tangible delivery of the Products as follows: a. The following provisions shall apply to any Products listed on Exhibit A for which digital delivery is accompanied to be made by a DR: 1. Within twenty-four (24) hours after receipt of an order from an End User, DR shall make digital delivery note of the Products available to the End User. b. The following provisions will apply to any Products listed on Exhibit A for which shows tangible delivery is to be made by DR: 1. The Vendor shall provided DR with an inventory of the Products to be held on consignment and used by DR to fulfill orders for the Products. DR shall be responsible for the delivery of the Products to the End Users at the locations designed by the End User. 2. The Products shall be delivered to DR prepackaged and ready for shipment and delivery to the End User. The Vendor shall be solely responsible for the shipment of the Products to DR and shall be solely responsible for all costs and expenses associated with any such shipments. The Vendor shall bear the entire risk of loss or damage to the Products during shipments to or from DR. 3. Within fifteen (15) days after the date of the Orderthis Agreement, the Order number (if any)Vendor shall provide DR with such consigned quantities of the Products as may be mutually agreed upon in writing by DR and the Vendor. On a periodic basis, DR shall provide an inventory detail to Vendor showing the type and quantity of Products (including the code number current inventory of the Products, where applicable)Periodically, special storage instructions (if any) and, if DR will issue consignment purchase orders for the Products are being delivered in instalments, estimated needs of the outstanding balance of Products remaining Product to be tangibly delivered; and‌ (c) it states clearly on the . The Vendor shall be responsible for making prompt delivery note any requirement for Ornua to return any packaging material for of the Products to DR. 4. All Shipments of Product to DR will be clearly labeled with DR's purchase order number on the Supplieroutside of the box. Any such packaging material If DR is tracking serial numbers for the Products, Vendor will provide with each shipment of the Product a complete list of the serial numbers of the Product enclosed in the box. 5. DR shall only have no liability of any kind whatsoever as a result of a delay in the delivery of the Products by Vendor, or the delivery of Products to DR in non-conforming condition, Upon the termination of this Agreement, at the Vendor's sole cost and expense, the unsold inventory of the Products shall be returned to the Supplier at the cost Vendor. c. The following provisions shall apply to any Products listed on exhibit A for which digital or tangible delivery is to be made by Vendor: 1. The Vendor shall maintain an inventory of the SupplierProducts to be used by Vendor to fulfill orders for tangible delivery of products. 4.2 2. On a daily basis, by electronic and/or facsimile transmission, DR shall notify Vendor about the number of orders for the Products made the previous day (the Order Notification). The Supplier Order Notification shall deliver contain the Products:‌names and delivery addresses (including, as applicable, electronic delivery addresses) of the End Users; the names, serial numbers, and quantity of the Products sold to particular End Users; and the manner of the delivery to such End Users (whether digital or tangible delivery). (a) 3. Vendor shall be responsible for making digital or tangible delivery, as applicable, of all Products to the location set out End Users and Dealers identified in the Order Notifications, and shall be responsible for all risk of loss of, or such other location as damage to the parties may agree which may include Products during digital or tangible delivery to a carrier (Delivery Location); and (b) on the date End Users. Vendor shall, as specified in the Order orNotification, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua make digital delivery or otherwise instructed by Ornua.‌ 4.3 Delivery tangible shipment to the End User of Products shall be completed when the Supplier unloads and stacks all the Products at within twenty-four (24) hours after receipt of the Delivery LocationOrder Notifications. 4. Vendor shall develop, unless different establish, and maintain such delivery terms (or Incoterms®) are specified systems and procedures as may, in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall discretion of DR, be of the essence in relation to the Delivery Date and any agreed delivery time. If necessary ensure that the Products are not promptly and correctly delivered, and which enable DR and Vendor to immediately determine the status of the Products during delivery. On a daily basis, by electronic and/or facsimile transmission, Vendor shall provide a report to DR which provides information about the digital deliveries and tangible shipments of the Products made the previous day (the Shipment Reports). The Shipment Reports shall contain the names, and delivery addresses (including, as applicable, electronic delivery addresses) of the End Users or Dealers to whom the Products have been digitally delivered on or tangibly shipped; the form of delivery(whether digital or tangible delivery); the name, address, and telephone number of carriers (in case of tangible shipment); confirmation numbers; package tracking information; and any other information that may from time to time be requested by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expenseCompany. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.

Appears in 2 contracts

Samples: Electronic Software Distribution Agreement (Millennium Software Inc), Electronic Software Distribution Agreement (Millennium Software Inc)

Delivery of Products. 4.1 The Supplier shall ensure that:‌that: (a) No charge shall be allowed for packing, crating, freight, express or other carrier’s charges or cartage, unless designated on the Order. Supplier shall ensure that the Products are properly packed packed, marked, labelled and secured in such manner as to enable them to reach their destination in good conditiontime and in accordance with the Specifications; (b) each delivery of Products Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of Products the Goods (including the code number of the Products, Goods (where applicable), special storage instructions (if any) and, if ). If the Products Goods are being delivered in instalmentsinstalments (subject to clause 4.3), the outstanding balance of Products Goods is remaining to be delivered; and‌ (c) it states clearly on the delivery note any . Any requirement for Ornua to return any packaging material for the Products Goods is subject to the Supplier. Any fact that unpacking is possible without destroying or damaging the packaging material; any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver provide the Products:‌Products: (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date date/s specified in the Order or, if no such date is date/s is/are specified, within ten Business Days of the Commencement Date of the Order (“Timelines”); Supplier will promptly notify ICON in writing if Supplier is unable to comply with any required Timelines. ICON has no obligation to accept Products that are not made on a date agreed with Ornua the required Timelines; (b) to ICON's premises or such other location as is set out in advance the Order or as instructed in writing by ICON before delivery; (Delivery Date). Delivery shall be on a Business Day c) during ICON's normal hours of business hours, unless agreed otherwise with Ornua or otherwise as instructed in writing by Ornua.‌ICON. 4.3 Delivery of Products shall be completed when the Supplier unloads and stacks the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall be of the essence in relation to the Delivery Date and any agreed delivery time. If the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.delivers

Appears in 2 contracts

Samples: Terms and Conditions, Terms and Conditions

Delivery of Products. 4.1 5.1. All Products shall be deemed to have been purchased on their originally scheduled ship date (i) for purposes of the application of such purchases towards the satisfaction of the Minimum Product Volumes and application of the Product Credits and (ii) to determine Seller's compliance with Sections 3.6 and 3.7. 5.2. Digital Purchase Orders upon acceptance by Seller shall state Seller's committed delivery dates for each Product. The Supplier minimum period between Digital's issuance of a Purchase Order and the committed delivery date shall ensure that:‌be the Required Leadtime. At the request of Digital, Seller shall use reasonable efforts to expedite a shipping date. 5.3. Except as otherwise provided in this Agreement, all deliveries shall be FOB Origin. Digital shall select the carrier and shall pay transportation charges on a "freight collect" basis. Digital may require that Products be shipped by Seller to various destinations including directly to a Customer. The Purchase Order will clearly specify the "Ship To" location for each order placed with Seller. 5.4. If Seller has more than one geographic location which could supply Resale Product, Seller shall use reasonable efforts to make such Product available to Digital from Seller's closest location to Digital's "Ship To" location. 5.5. If Seller delivers a Product more than [*] of the schedule delivery date, Digital may (ai) return such Product, at Seller's expense, for subsequent delivery on the scheduled delivery date (provided, that in the case of Products are properly packed shipped outstide the United States, this clause shall apply only for Products delivered [*] of the scheduled delivery date); or (ii) retain such Product and secured postpone payment until it would have been due if Seller had delivered such Product on schedule. Without limiting any of Digital's rights and remedies in equity or at law, if Seller has failed to deliver any Product by the scheduled delivery date, such manner as Product shall be considered "late" and Digital may require that Seller ship that Product via premium means (e.g., guaranteed overnight delivery) at Seller's expense, or may cancel the order for such Product, without cost or liability to enable them Digital. 5.6. In the event of a Product or a Product component shortage, Seller shall fill orders placed by Digital to reach their destination satisfy Digital end user Customer requirements on a pro rata basis with other *Confidential Treatment purchasers (based upon the average purchased volumes subject to such shortage for the prior three months). 5.7. Seller shall deliver the exact quantity of Product scheduled for delivery pursuant to Purchase Orders. If Seller delivers less than the scheduled volume, Seller shall correct the shortage within two (2) Business Days. If Seller fails to corrct such shortage within this period, without limiting any of Digital's rights and remedies under this Agreement. Digital may cancel the pertinent portion of the Purchase Order without cost or liability. 5.8. If Digital's Purchase Order specifies export after passage of title, Seller shall furnish Digital with all necessary export/import documentation at Seller's expense. Export/import documentation shall be in good condition;accordance with the INCOTERMS then in force. (b) each 5.9. Digital may cancel and/or reschedule delivery of individual Purchase Orders, or portions thereof, in accordance with the Schedules described below. Oral directions to reschedule deliveries shall be permitted and shall be confirmed in writing by Digital within two (2) weeks following such oral directions. Digital shall be assessed a cancellation fee as follows: The following cancellation terms shall apply to (i) all NPB Products is accompanied together with upgrades and revisions thereto which conform to such Products in form, fit and function, and (2) all Products on the Product Road Map that are unique to Digital's requirements in form, fit and function, and have no Seller-branded equivalent: ---------------------------------------- --------------------------------------- DAYS BEFORE RESULT OF SCHEDULED DELIVERY CANCELLATION ---------------------------------------- --------------------------------------- [ * ] [ * ] ---------------------------------------- --------------------------------------- [ * ] [ * ] ---------------------------------------- --------------------------------------- [ * ] [ * ] ---------------------------------------- --------------------------------------- [ * ] [ * ] ---------------------------------------- --------------------------------------- *Confidential Treatment Seller shall provide reasonable consideration, on an opportunity basis, to any special cancellation terms which may be requested by a delivery note which shows Digital Services Division for specific contract opportunities. Such requests shall be made by Digital to Seller's local sales and/or channels manager for review. Seller shall respond to Digital's request within 48 hours from the date of the Orderrequest, unless otherwise agreed to by the Order number (if anyparties. The following cancellation terms shall apply to all other Products: ---------------------------------------- --------------------------------------- DAYS BEFORE RESULT OF SCHEDULED DELIVERY CANCELLATION ---------------------------------------- --------------------------------------- [ * ] [ * ] ---------------------------------------- --------------------------------------- [ * ] [ * ] ---------------------------------------- --------------------------------------- [ * ] [ * ] ---------------------------------------- --------------------------------------- 5.10. Digital may reschedule any Purchase Order(s), the type and quantity or portions of Products (including the code number of the Products, where applicable), special storage instructions (if anyany Purchase Order(s) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products pursuant 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 Products:‌ (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua following guidelines: ------------------------------ ---------------------------- --------------------------- ---------------------------- Days in advance (Delivery Date). Delivery shall of Seller Amount of order that can Number of times Number of days committed delivery date: be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery of Products shall rescheduled: order can be completed when the Supplier unloads and stacks the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall that order can be of the essence in relation to the Delivery Date and any agreed delivery time. If the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.rescheduled: rescheduled for: ------------------------------ ---------------------------- --------------------------- ---------------------------- [ * ] [ * ] [ * ] [ * ] ------------------------------ ---------------------------- --------------------------- ---------------------------- [ * ] [ * ] [ * ] [ * ] ------------------------------ ---------------------------- --------------------------- ---------------------------- [ * ] [ * ] [ * ] [ * ] ------------------------------ ---------------------------- --------------------------- ---------------------------- [ * ] [ * ] [ * ] [ * ] ------------------------------ ---------------------------- --------------------------- ---------------------------- [ * ] [ * ] [ * ] [ * ] ------------------------------ ---------------------------- --------------------------- ----------------------------

Appears in 1 contract

Samples: Reseller and Services Agreement (Cabletron Systems Inc)

Delivery of Products. 4.1 The Supplier Parties agree that the delivery of the Products shall ensure that:‌be completed as follows: (a) BITMAIN shall notify the Purchaser when the Products or a portion of the Products are properly packed ready for delivery (“Ready-to-Ship Notification”) during or after the Delivery Period as set forth in Appendix A (in any event no later than 30th day after the expiration of the Delivery Period as set forth in Appendix A), provided that, the Purchaser shall have fulfilled its payment obligations in accordance with this Agreement. For each batch, BITMAIN shall be entitled to ship by installments and secured in such manner send a Ready-to-Ship Notification for each installment. BITMAIN shall be deemed to have fulfilled its obligation to deliver the Products (or the relevant portion of the Products, as to enable them to reach their destination in good condition;applicable) once BITMAIN sends the Purchaser the Ready-to-Ship Notification. (b) each delivery of Products is accompanied by a delivery note which shows Within three (3) days upon the date receipt of the OrderReady-to-Ship Notification, the Order number (if any), Purchaser shall inform BITMAIN in writing of the type and quantity information required for configuration of the Products (including the code number of the Products, where applicable“Confirmation”), special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌. (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost Within three (3) days after BXXXXXX’s receipt of the Supplier. 4.2 The Supplier shall deliver the Products:‌ (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) Confirmation, on the date specified hereof and upon receipt of the Confirmation, BITMAIN shall configure the Products with the information provided by the Purchaser in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date)Confirmation. Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery of Products shall be completed when the Supplier unloads and stacks the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall be of the essence in relation The title to the Delivery Date and any agreed delivery time. If the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on the Purchaser upon the completion of the configuration of the Products. The Purchaser shall inspect the Products within seven (7) days (the “Acceptance Time”) after receiving the Products (the date of completion of the configuration of the Products shall be the date of receipt). If the Purchaser does not raise any written objection within the Acceptance Time, the Products delivered by BITMAIN shall be deemed to be in full compliance with the provisions of this Agreement. (d) Notwithstanding anything to the contrary stipulated in any Applicable Laws, the risk of loss or damage to the Products (or the relevant portion of the Products, as applicable) shall pass to the Purchaser when BITMAIN is deemed to have fulfilled its obligation of delivery in accordance with this Clause 4.1. For the avoidance of doubt, all fees, costs, expenses and charges in connection with the delivery of the Products shall be borne by the Purchaser. (e) Under no circumstance shall BITMAIN be required to refund the payment already made if the Purchaser fails to provide the Confirmation 4.2 Subject to Clause 4.1, the terms of delivery of the Products shall be EXW (Data Center Facility) according to Incoterms 2020. 4.3 If BITMAIN, at its own fault, fails to send the Ready-to-Ship Notification within thirty (30) days after expiration of the Delivery Period as set forth in Appendix A and the Purchaser does not cancel such batch of Products and requests BITMAIN to perform its delivery obligations, BITMAIN shall make a compensation to the Purchaser on daily basis, the amount of which shall equal to [Redacted]% of the respective price of such undelivered batch of Products, which already paid by the Purchaser, which compensation shall be made in the form of delivery of more Products increasing the total hashrate. Compensation amount less than the equivalence to the Rated Hashrate per Unit of Product shall be credited to the balance of the Purchaser. 4.4 Notwithstanding anything to the contrary contained in Clauses 4.3, under no circumstances, BITMAIN shall be responsible for removal of the Products from the Data Center Facility, nor shall it be liable for any costs, expenses, losses, claims, liabilities or damages of any kind or nature, whether direct, indirect, incidental, consequential, or otherwise, for any failure, delay or error in delivery, removal or transportation of any Products for any reason whatsoever, including but not limited to any reason caused by any third party, such as carriers, customs, import brokers. 4.5 BITMAIN shall not be responsible for, and the Purchaser shall be fully and exclusively responsible for any loss of Product(s), personal injury, property damage, other damage or liability caused by the Product(s) or the delivery, removal or transportation of the Product(s) either to the Purchaser or any third party, or theft of the Product(s) during transportation from BITMAIN to the Purchaser. 4.6 If the Purchaser fails to provide BITMAIN with the Confirmation or any configuration information as required by BITMAIN, or the Purchaser rejects to accept the Products when delivered, any related costs occurred (including storage costs, warehousing charge and labor costs) shall be borne by the Purchaser. 4.7 The Products delivered are neither returnable nor refundable. 4.8 Notwithstanding anything to the contrary herein, the Purchaser shall be entitled to receive and own any and all rights and interests in any output of the Products (including without limitation any cryptocurrency mined by the Products) from the Products are delivered to the Purchaser. The Purchaser shall be responsible for the electricity costs actually incurred from and after the date hereof for operating the Products under normal operating conditions.

Appears in 1 contract

Samples: Framework Agreement for Service and Procurement (Cango Inc.)

Delivery of Products. 4.1 The Supplier AYTU shall ensure that:‌ (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) provide TRIS with appropriate instructions for each delivery of Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of Products (including the code number shipment of the Products, where applicable)designating the carrier, special storage instructions destination, method of transport and insurance requirements. TRIS shall make available all Products supplied under this Agreement FCA (if anyINCOTERMS 2010) andTRIS’ designated U.S. warehouse facility. AYTU shall pay all freight, if insurance charges, taxes, inspection fees and other reasonable and documented out-of- pocket charges applicable to the shipping and transport of the Products are being delivered in instalments, the outstanding balance of Products remaining purchased by AYTU hereunder (“Freight Charges”). Within five (5) Business Days following TRIS’ notification by email or fax to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost AYTU of the Supplier. 4.2 The Supplier availability of ordered Product, AYTU shall deliver notify TRIS by email or fax of the Products:‌ date and time for pickup, and the identity of the Person (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (bbe AYTU) on the that will pick up such Product order. The date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery and time of pickup shall be on a Business Day during normal business hourshours and within five (5) Business Days of TRIS’ notification. Notwithstanding the foregoing or anything else to the contrary contained in this paragraph, unless agreed otherwise if AYTU (A) does not timely send the required notification to TRIS; (B) does not pick up the Product order as scheduled; or (C) requests that TRIS arrange for delivery, then TRIS may arrange for delivery and/or deliver Product (with Ornua its own trucks or otherwise instructed otherwise); and the greater of $1,000 or reasonable and documented out-of-pocket costs incurred by Ornua.‌ 4.3 Delivery of Products TRIS for Freight Charges shall be completed when added to the Supplier unloads and stacks Transfer Price. If TRIS’ notification is within plus/minus five Business Days of the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified date requested in the Order. 4.4 Ornua operates a “Just-in-Time” applicable Firm PO then the associated delivery system. Time shall be deemed timely. Further, if TRIS delivers between (A) 90% of Product ordered either (I) in a Firm PO or (II) in the essence applicable binding portion of a Forecast and (B) 110% of Product ordered (I) in relation a Firm PO or (II) in the applicable binding portion of a Forecast, then the Firm PO shall be deemed modified to conform to the Delivery Date amount delivered and any agreed delivery time. If the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess TRIS shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consentdeemed to have fully satisfied its obligations with respect to quantities thereunder. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separatelyEXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in of loss and damages to the Products purchased by AYTU hereunder shall pass through to Ornua on completion AYTU and Product shall be deemed delivered upon AYTU’s designated carrier or the carrier designated by TRIS pursuant to the last sentence of deliverythe preceding paragraph taking control of such Product, provided however, if TRIS delivers Product using its own employees then title and risk of loss shall pass upon unloading at AYTU’s facility. TRIS shall provide the Product and shall include an itemized packing list with each shipment. Prior to Regulatory Approval of a Product, AYTU will store Product made available by TRIS at secure warehouse facilities and quarantine such Product until Regulatory Approval of such Product.

Appears in 1 contract

Samples: License, Development, Manufacturing and Supply Agreement (Aytu Bioscience, Inc)

Delivery of Products. 4.1 The Supplier shall ensure that:‌ (a) 4.1. Crypt may issue the Purchaser a notice of self-pick-up to require the Purchaser to pick up the Products are properly packed and secured at Bitmain’s facility in such manner Malaysia, Indonesia or Thailand, as to enable them to reach their destination in good condition; (b) each delivery of Products is accompanied by a delivery note which shows the date of the Ordercase may be, the Order number (if any), the type and quantity of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if once the Products are being delivered available for pick up in instalmentsaccordance with the schedule set forth in Appendix A. Once the notice of self-pick-up has been issued by Crypt, the outstanding balance of Products remaining Crypt shall be deemed to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua have fulfilled its obligation to return any packaging material for supply the Products to the SupplierPurchaser. Any such packaging material For the avoidance of doubt, the Products shall only be returned to fully covered by Bitmain’s then effective cargo insurance policy, the Supplier at the cost limitations of the Supplier. 4.2 The Supplier shall deliver the Products:‌ (a) to the location which are set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); andAppendix A. (b) on the date specified in the Order or, if no such date 4.2. There is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery one batch of Products under this Agreement. 4.3. Crypt shall not be completed when responsible for any delivery delay caused by the Supplier unloads Purchaser or any third party, including but not limited to carriers, customs, and stacks import brokers, nor shall it be liable for damages, whether direct, indirect, incidental, consequential, or otherwise, for any failure, delay or error in delivery of any Product(s) for any reason whatsoever. 4.4. In the event Bitmain discontinues sale of or make changes to the Products to Crypt, Crypt has the right to discontinue the sale of the Product(s) and to make changes to its Product(s) at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Orderany time accordingly. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall be of the essence in relation to the Delivery Date and any agreed delivery time4.5. If the Product(s) are rejected and/or returned because of any reason and regardless of the cause of such delivery failure, the Purchaser shall be solely and exclusively liable for and shall defend, fully indemnify and hold harmless Crypt against any and all related expenses, fees, charges and costs incurred, arising out of or incidental to such rejection and/or return (the “Return Expenses”). Furthermore, if the Purchaser requests for Crypt’s assistance with respect to redelivery of such Product(s) or assist in any other manner, and if Crypt at its sole discretion decides to provide assistance or agrees to assist, then in addition to the Return Expenses, the Purchaser shall also pay Crypt an administrative fee mutually agreed upon by both parties. PAGE 10 / 27 ACTIVE/113512750.2 4.6. If the Purchaser fails to pick up the Products are not delivered on time upon issuance of a notice of self-pick-up by Crypt, any related costs occurred (including storage costs, warehousing charge and labor costs) shall be borne by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expensePurchaser. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.

Appears in 1 contract

Samples: Sales and Purchase Agreement (Cleanspark, Inc.)

Delivery of Products. 4.1 The All Products purchased by Distributor shall be delivered to Distributor’s warehouse or designated facility in San Diego, California. Beneficial ownership of, and risk of loss or damage to, all Products shipped under this Agreement shall remain in Supplier shall ensure that:‌ (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if until the Products are being have been delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products to the Supplier. Any such packaging material shall only be returned to the Supplier Distributor’s possession at the cost of the Supplier. 4.2 The Supplier shall deliver the Products:‌ (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date)foregoing location. Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery Ownership of Products shall not be completed when deemed transferred to Distributor at any other place or time, regardless of the time, method, place, medium of payment, the method of shipment, the payment of transportation charges or insurance, the manner of consigning shipments, or any statement contained in, or implication drawn from, the shipping documents or any other documents relating to the sale. Risk of loss with respect to Products shipped to Distributor shall pass from Supplier unloads and stacks to Distributor only after Supplier receives payment in full for the Products. Distributor shall inspect all Products promptly upon receipt thereof at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Order. 4.4 Ornua operates a “Justship-in-Time” delivery systemto location and may reject any Product that is defective. Time Any Product not properly rejected by Distributor shall be deemed accepted. To reject a Product, Distributor shall notify Supplier of its rejection, by facsimile or email to the designated contact of Supplier, within ten (10) business days of receipt of the essence in relation shipment, and request a Product Return code. If instructed to do so by Supplier, Distributor shall return the Delivery Date and rejected Product(s), freight collect, with the Product Return code displayed on the outside of the carton. Supplier may refuse to accept any agreed delivery Product that does not bear a valid Product Return code on the carton. Rejected Product(s) must be shipped to arrive at Supplier no later than thirty (30) days after the issuance of the “Product Return code; the Product Return code will no longer be valid after that time. Alternatively, Supplier shall, in its discretion, be entitled to instruct Distributor to destroy the rejected Product(s). If Supplier directs Distributor to destroy the Products are not delivered on time by the rejected Product, Distributor shall forthwith comply with Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be ’s instructions and shall remain at provide written evidence thereof to Supplier. Under no circumstances shall Distributor discount, sell or otherwise transfer any rejected Product without the express written consent of Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.

Appears in 1 contract

Samples: Non Exclusive License and Distribution Agreement (CannaVEST Corp.)

Delivery of Products. 4.1 The Supplier As specified in Exhibit A, DR and/or Vendor shall ensure that:‌ (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each be responsible for making digital and/or tangible delivery of the Products as follows: a. The following provisions shall apply to any Products listed on Exhibit A for which digital delivery is accompanied to be made by a DR: 1. Within twenty-four (24) hours after receipt of an order from an End User, DR shall make digital delivery note of the Products available to the End User. b. The following provisions will apply to any Products listed on Exhibit A for which shows tangible delivery is to be made by DR: 1. The Vendor shall provided DR with an inventory of the Products to be held on consignment and used by DR to fulfill orders for the Products. DR shall be responsible for the delivery of the Products to the End Users at the locations designed by the End User. 2. The Products shall be delivered to DR prepackaged and ready for shipment and delivery to the End User. The Vendor shall be solely responsible for the shipment of the Products to DR and shall be solely responsible for all costs and expenses associated with any such shipments. The Vendor shall bear the entire risk of loss or damage to the Products during shipments to or from DR. 3. Within fifteen (15) days after the date of the Orderthis Agreement, the Order number (if any)Vendor shall provide DR with such consigned quantities of the Products as may be mutually agreed upon in writing by DR and the Vendor. On a periodic basis, DR shall provide an inventory detail to Vendor showing the type and quantity of Products (including the code number current inventory of the Products, where applicable)Periodically, special storage instructions (if any) and, if DR will issue consignment purchase orders for the Products are being delivered in instalments, estimated needs of the outstanding balance of Products remaining Product to be tangibly delivered; and‌ (c) it states clearly on the .The Vendor shall be responsible for making prompt delivery note any requirement for Ornua to return any packaging material for of the Products to DR. 4. All Shipments of Product to DR will be clearly labelled with DR's purchase order number on the Supplieroutside of the box. Any such packaging material If DR is tracking serial numbers for the Products, Vendor will provide with each shipment of the Product a complete list of the serial numbers of the Product enclosed in the box. 5. DR shall only have no liability of any kind whatsoever as a result of a delay in the delivery of the Products by Vendor, or the delivery of Products to DR in non-conforming condition, Upon the termination of this Agreement, at the Vendor's sole cost and expense, the unsold inventory of the Products shall be returned to the Supplier at the cost Vendor. c. The following provisions shall apply to any Products listed on exhibit A for which digital or tangible delivery is to be made by Vendor: 1. The Vendor shall maintain an inventory of the SupplierProducts to be used by Vendor to fulfill orders for tangible delivery of products. 4.2 2. On a daily basis, by electronic and/or facsimile transmission, DR shall notify Vendor about the number of orders for the Products made the previous day (the Order Notification). The Supplier Order Notification shall deliver contain the Products:‌names and delivery addresses (including, as applicable, electronic delivery addresses) of the End Users; the names, serial numbers, and quantity of the Products sold to particular End Users; and the manner of the delivery to such End Users (whether digital or tangible delivery). (a) 3. Vendor shall be responsible for making digital or tangible delivery, as applicable, of all Products to the location set out End Users and Dealers identified in the Order Notifications, and shall be responsible for all risk of loss of, or such other location as damage to the parties may agree which may include Products during digital or tangible delivery to a carrier (Delivery Location); and (b) on the date End Users. Vendor shall, as specified in the Order orNotification, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua make digital delivery or otherwise instructed by Ornua.‌ 4.3 Delivery tangible shipment to the End User of Products shall be completed when the Supplier unloads and stacks all the Products at within twenty-four (24) hours after receipt of the Delivery LocationOrder Notifications. 4. Vendor shall develop, unless different establish, and maintain such delivery terms (or Incoterms®) are specified systems and procedures as may, in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall discretion of DR, be of the essence in relation to the Delivery Date and any agreed delivery time. If necessary ensure that the Products are not promptly and correctly delivered, and which enable DR and Vendor to immediately determine the status of the Products during delivery. On a daily basis, by electronic and/or facsimile transmission, Vendor shall provide a report to DR which provides information about the digital deliveries and tangible shipments of the Products made the previous day (the Shipment Reports). The Shipment Reports shall contain the names, and delivery addresses (including, as applicable, electronic delivery addresses) of the End Users or Dealers to whom the Products have been digitally delivered on or tangibly shipped; the form of delivery(whether digital or tangible delivery); the name, address, and telephone number of carriers (in case of tangible shipment); confirmation numbers; package tracking information; and any other information that may from time to time be requested by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expenseCompany. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.

Appears in 1 contract

Samples: Electronic Software Distribution Agreement (Millennium Software Inc)

Delivery of Products. 4.1 The Supplier At the Seller’s sole discretion, delivery of the Products shall ensure that:‌take place: (a) in the event that the Products are properly packed and secured in such manner as to enable them to reach their destination in good conditiondelivered by the Seller or the Seller’s nominated carrier, when the Products are set down on the floor of the Customer’s nominated address for delivery; (b) each delivery of Products is accompanied by a delivery note which shows in the date of the Order, the Order number (if any), the type and quantity of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if event the Products are being delivered in instalments, collected from the outstanding balance of Products remaining Seller by the Customer or the Customer’s nominated carrier (which carrier shall be deemed to be deliveredthe Customer’s agent) where the Products are transferred to a vehicle or trailer used by the Customer or the Customer’s nominated carrier by the Supplier’s crane, at the earlier of when: (i) the Products are handled by the Customer or the Customer’s nominated carrier; and‌or (ii) the Products are set onto or into the vehicle or trailer; and (c) it states clearly on in the event the Products are collected from the Seller by the Customer or the Customer’s nominated carrier (which carrier shall be deemed to be the Customer’s agent) without the use of the Seller’s crane, at the earlier of when: (i) the Products are handled by the Customer or the Customer’s nominated carrier; or (ii) the Products leave the Seller’s floor. 4.2 Delivery of the Products to a third party nominated by the Customer is deemed to be delivery note any requirement for Ornua to return any packaging material the Customer. If the third party carrier damages the Products in transit, the Customer is still required to pay the Price for the Products in accordance with clause 3 and all amounts owing to the Supplier. Any such packaging material shall only be returned to Seller for the Supplier at particular Products. 4.3 Unless otherwise specified in writing in an invoice, quotation, work authorisation or other form, the cost costs of delivery of the Supplier. 4.2 The Supplier shall deliver the Products:‌ (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery of Products shall be completed when in addition to the Supplier unloads and stacks Price or for the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the OrderCustomer’s account. 4.4 Ornua operates a “Just-in-Time” The Customer shall make all arrangements necessary to take delivery systemof the Products whenever they are tendered for delivery. Time In the event that the Customer is unable to take delivery of the Products as arranged then the Seller shall be of the essence in relation entitled to the Delivery Date and any agreed delivery time. If charge a reasonable fee for redelivery. 4.5 The Seller may deliver the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess separate instalments. Each separate instalment shall be invoiced and shall remain at paid in accordance with the Supplier’s risk provisions in these Terms and shall be returnable at the Supplier’s expenseConditions. 4.6 The Supplier failure of the Seller to deliver shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are entitle either party to be delivered in instalments, they may be invoiced treat these Terms and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1Conditions as repudiated. 4.7 Title and risk in The Seller shall not be liable for any loss or damage sutfered by the Customer as a result of any failure by the Seller to deliver the Products shall pass (or any of them) promptly or at all. 4.8 The Seller may charge a storage fee if Customer orders a Product but does not want the Product delivered immediately upon becoming available. 4.9 The Customer agrees that any shipping or delivery timeframes which are provided by the Seller to Ornua on completion the Customer in respect of deliveryProducts, whether given verbally or as part of a quotation, are estimates only and the Seller will not be liable for any loss or damage incurred by the Customer as a result of delays to shipping or delivery of the Product.

Appears in 1 contract

Samples: Terms and Conditions of Trade

Delivery of Products. 4.1 The Supplier shall ensure that:‌ (a) On the date agreed by the Parties for the delivery of an order of Products, Offerors shall deliver the Products are properly packed and secured to AG Promover at the Avon Distribution Center or at any other place designated by AG Promover, located in such manner the metropolitan area of Xxxxx de Aburrá. For purposes of delivery, the Parties will establish the number of required lots, as to enable them to reach their destination in good condition;well as mechanisms for urgent delivery. (b) each delivery The Parties may agree that Offerors hold certain amounts of Products is accompanied by a delivery note which shows the date for purposes of the Order, the Order number (if any), the type and quantity of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌inventory build-up for line renewal or maintenance. (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for Offerors shall bear all risks of loss or damage of the Products to the Supplier. Any until delivery of such packaging material shall only be returned to the Supplier Products at the cost of the Supplier. 4.2 The Supplier shall deliver the Products:‌ (a) to the location set out in the Order Avon Distribution Center or such at any other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date)place designated by AG Promover. Delivery shall be on a Business Day during normal business hoursdeemed to have taken place once the boxes of the Products have been unloaded and temporarily or definitively stored at the Avon Distribution Center or at any other place designated by AG Promover. (d) Upon delivery of any Products, unless agreed otherwise AG Promover shall inspect them in accordance with Ornua the Inspection Procedures. If AG Promover establishes that (A) any Product does not conform with the Technical Specifications or otherwise instructed by Ornua.‌ 4.3 Delivery Quality Standards, and/or (B) there are differences between the quantities specified in the delivery documents and the actual quantities of received Products, then AG Promover shall give notice to Offerors of such non-conformity within seven (7) days following delivery of the Products. If no notice of non-conformity is provided within the above mentioned term, the delivered Products shall be completed when deemed accepted by AG Promover as conforming with the Supplier unloads Technical Specifications, Quality Standards and stacks the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Orderquantities set forth in the delivery documents. 4.4 Ornua operates a “Just(e) Offerors shall have the right to examine the alleged non-in-Time” delivery system. Time shall be of the essence in relation conforming Products and to the Delivery Date and any agreed delivery timeconduct additional counting or testing on them. If the Products are Parties do not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in reach an instalment shall entitle Ornua agreement as to the remedies set out conformity or non-conformity of the alleged non-conforming Products, the Parties will settle the dispute in clause 6.1accordance with the dispute resolution mechanisms of this Commercial Offer. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.

Appears in 1 contract

Samples: Share Purchase Agreement (Avon Products Inc)

Delivery of Products. 4.1 The Supplier 2.1 Unless otherwise agreed to in writing between the Parties, the Products will be delivered within a reasonable time after the receipt of Buyer’s purchase order, subject to availability of finished Products. TAGARNO shall ensure that:‌not be liable for any delays, loss or damage in transit. 2.2 Notwithstanding Section 2.1 hereof, if under this Agreement Buyer submits a blanket purchase orders for Products to TAGARNO, Buyer shall issue any releases under such purchase order, with each such release including a definite quantity of Products, no later than twelve (a12) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of Products is accompanied by a delivery note which shows the weeks before Buyer’s preferred date of the Orderdelivery. If Buyer issues any such release less than twelve (12) weeks before Buyer’s preferred date of delivery, the Order number (if any), the type TAGARNO will use reasonable efforts to meet such preferred date of delivery and quantity of Products (including but TAGARNO shall not be liable for any delays or delivering less than the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered quantity specified in instalments, the outstanding balance of Products remaining to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplierrelease. 4.2 The Supplier 2.3 Unless otherwise agreed in writing by the Parties, TAGARNO shall deliver the Products:‌ Products at TAGARNO’s designated location (athe “Delivery Point”) using TAGARNO’s standard methods for packaging and shipping such Products. Buyer shall take delivery of the Products within five (5) days of TAGARNO’s Notice (as defined below) that the Products have been delivered to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date)Point. Delivery Buyer shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery responsible for all loading costs and provide equipment and labor reasonably suited for receipt of Products shall be completed when the Supplier unloads and stacks the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the OrderPoint. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall be of the essence 2.4 TAGARNO may, in relation to the Delivery Date and any agreed delivery time. If the Products are not delivered on time by the Supplierits sole discretion, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity without liability or penalty, make partial shipments of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expenseBuyer. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it 2.5 Delivery is agreed deemed to have occurred upon Notice by TAGARNO to Buyer that Products are ready for pick-up. If for any reason Buyer fails to be accept delivery of any of the Products on the date fixed pursuant to TAGARNO’s Notice that the Products have been delivered in instalmentsat the Delivery Point, they may be invoiced and paid for separately. Failure by the Supplier or if TAGARNO is unable to deliver any one instalment the Products at the Delivery Point on time such date because Buyer has not provided appropriate instructions, documents, licenses or at all or any defect in an instalment shall entitle Ornua authorizations: (i) risk of loss to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of deliveryBuyer; (ii) the Products shall be deemed to have been delivered; and (iii) TAGARNO, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

Appears in 1 contract

Samples: General Terms & Conditions

Delivery of Products. 4.1 The Supplier AYTU shall ensure that:‌ (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) provide TRIS with appropriate instructions for each delivery of Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of Products (including the code number shipment of the Products, where applicable)designating the carrier, special storage instructions destination, method of transport and insurance requirements. TRIS shall make available all Products supplied under this Agreement FCA (if anyINCOTERMS 2010) andTRIS’ designated U.S. warehouse facility. AYTU shall pay all freight, if insurance charges, taxes, inspection fees and other reasonable and documented out-of- pocket charges applicable to the shipping and transport of the Products are being delivered in instalments, the outstanding balance of Products remaining purchased by AYTU hereunder (“Freight Charges”). Within five (5) Business Days following TRIS’ notification by email or fax to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost AYTU of the Supplier. 4.2 The Supplier availability of ordered Product, AYTU shall deliver notify TRIS by email or fax of the Products:‌ date and time for pickup, and the identity of the Person (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (bbe AYTU) on the that will pick up such Product order. The date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery and time of pickup shall be on a Business Day during normal business hourshours and within five (5) Business Days of TRIS’ notification. Notwithstanding the foregoing or anything else to the contrary contained in this paragraph, unless agreed otherwise if AYTU (A) does not timely send the required notification to TRIS; (B) does not pick up the Product order as scheduled; or (C) requests that TRIS arrange for delivery, then TRIS may arrange for delivery and/or deliver Product (with Ornua its own trucks or otherwise instructed otherwise); and the greater of $1,000 or reasonable and documented out-of-pocket costs incurred by Ornua.‌ 4.3 Delivery of Products TRIS for Freight Charges shall be completed when added to the Supplier unloads and stacks Transfer Price. If TRIS’ notification is within plus/minus five Business Days of the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified date requested in the Order. 4.4 Ornua operates a “Just-in-Time” applicable Firm PO then the associated delivery system. Time shall be deemed timely. Further, if TRIS delivers between (A) 90% of Product ordered either (I) in a Firm PO or (II) in the essence applicable binding portion of a Forecast and (B) 110% of Product ordered (I) in relation a Firm PO or (II) in the applicable binding portion of a Forecast, then the Firm PO shall be deemed modified to conform to the Delivery Date amount delivered and any agreed delivery time. If the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess TRIS shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consentdeemed to have fully satisfied its obligations with respect to quantities thereunder. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in of loss and damages to the Products purchased by AYTU hereunder shall pass through to Ornua on completion AYTU and Product shall be deemed delivered upon AYTU’s designated carrier or the carrier designated by TRIS pursuant to the last sentence of deliverythe preceding paragraph taking control of such Product, provided however, if TRIS delivers Product using its own employees then title and risk of loss shall pass upon unloading at AYTU’s facility. TRIS shall provide the Product and shall include an itemized packing list with each shipment. Prior to Regulatory Approval of a Product, AYTU will store Product made available by TRIS at secure warehouse facilities and quarantine such Product until Regulatory Approval of such Product.

Appears in 1 contract

Samples: License, Development, Manufacturing and Supply Agreement (Aytu Bioscience, Inc)

Delivery of Products. 4.1 The Supplier shall ensure that:‌ (a) Products are properly packed quantity, description, price and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of Products is accompanied by a delivery note which shows the date component parts of the Order, the Order number (if any), the type Products and quantity of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier Delivery thereof (in the case where there is to be a charge for Delivery) shall deliver the Products:‌ (a) to the location be as set out in the Order or such other location as Written Proposal. Delivery shall take place during Core Hours at the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date Point unless otherwise specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Written Proposal. Any dates specified by the Supplier for Delivery Date). are an estimate only and any attempt to make the time of Delivery the essence of the Contract by notice to that effect shall be on invalid. The Supplier shall not be liable to the Customer for any loss suffered by the Customer (whether direct, indirect or consequential) arising from a Business Day during normal business hours, unless agreed otherwise with Ornua delay in Delivery provided such delay was not caused by the wilful misconduct or otherwise instructed by Ornua.‌ 4.3 default of the Supplier. Where the Products are to be delivered or the Services are to be supplied in instalments then any delay in Delivery of or the performance of any one instalment shall not entitle the Customer to cancel or to repudiate the Contract as a whole. If the Customer does not accept Delivery of the Products then the Customer shall pay the Supplier any additional costs that the Supplier may incur, including but not limited to all storage costs. Unless otherwise specified in the Written Proposal, the Customer shall be completed when responsible for the Supplier unloads unloading and stacks loading of the Products at the Delivery Location, unless different delivery terms (Point and any personnel supplied by the Supplier for such unloading and/or loading shall be deemed to be under the direction and control of the Customer. Such personnel shall for all purposes in connection with or Incoterms®) are specified arising out of their employment in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time unloading and / or loading of the Products be regarded as the servants or agents of the Customer who alone shall be responsible for all claims arising in connection with the unloading and/or loading of the essence in relation Products by or with the assistance of the personnel. Products should be inspected by the Customer as soon as they are Delivered. The Customer shall indicate any damage to the Products or packaging on the carrier’s delivery note at the time of Delivery Date and any agreed delivery time. If the contents and packaging of the Products are not delivered on time by must be retained for inspection as proof of damage, failing which the Supplier shall have no liability to the Customer for such damage. The Customer shall: 3.9.1. provide the Supplier, clause 6.1 shall apply.‌ 4.5 If its employees, agents, consultants and subcontractors, with safe and suitable access to the Customer’s premises and/or Delivery Point or other facilities as the Supplier delivers more that the quantity of Products orderedmay reasonably require, Ornua shall not be bound to pay including safe and suitable access for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at or the Supplier’s expenseagent’s vehicles between the public highway and the actual point of delivery; 3.9.2. ensure that if, to effect Delivery, the Supplier’s vehicle is required to leave the public highway, the surface of any drive, access road or similar (and any man-lids or ducts) is capable of accepting heavy goods vehicles and there are no obstructions (e.g. trees).; 4.6 The Supplier shall not deliver 3.9.3. obtain and maintain all necessary licences, permissions and consents for the use and /or storage of the Products in instalments without Ornua's prior written consent. Where it is agreed that and which may be required before the date on which the Services are to start or the Products are to be delivered in instalments, they supplied; and 3.9.4. comply with the Supplier’s reasonable and lawful instructions which may be invoiced communicated to the Customer and paid for separately. Failure which are relevant to the Products, Delivery and / or the use of any Products and / or equipment supplied by the Supplier to deliver Supplier. The Customer shall be responsible for compliance with all relevant regulations issued by the Government or local authorities; including regulations under the Factories Act, Health and Safety Act and any one instalment on time or at all or any defect in an instalment shall entitle Ornua to other relevant statute and observance of the remedies set out in clause 6.1Road Traffic Act should it apply. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.

Appears in 1 contract

Samples: Conditions Contract

Delivery of Products. 4.1 The Supplier Parties agree that the delivery of the Products shall ensure that:‌be completed as follows: (a) BITMAIN shall notify the Purchaser when the Products or a portion of the Products are properly packed ready for delivery (“Ready-to-Ship Notification”) during or after the Delivery Period as set forth in Appendix A (in any event no later than 30th day after the expiration of the Delivery Period as set forth in Appendix A), provided that, the Purchaser shall have fulfilled its payment obligations in accordance with this Agreement. For each batch, BITMAIN shall be entitled to ship by installments and secured in such manner send a Ready-to-Ship Notification for each installment. BITMAIN shall be deemed to have fulfilled its obligation to deliver the Products (or the relevant portion of the Products, as to enable them to reach their destination in good condition;applicable) once BITMAIN sends the Purchaser the Ready-to-Ship Notification. (b) each delivery of Products is accompanied by a delivery note which shows Within three (3) days upon the date receipt of the OrderReady-to-Ship Notification, the Order number (if any), Purchaser shall inform BITMAIN in writing of the type and quantity information required for configuration of the Products (including the code number of the Products, where applicable“Confirmation”), special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌. (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost Within three (3) days after XXXXXXX’s receipt of the Supplier. 4.2 The Supplier shall deliver the Products:‌ (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) Confirmation, on the date specified hereof and upon receipt of the Confirmation, BITMAIN shall configure the Products with the information provided by the Purchaser in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date)Confirmation. Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery of Products shall be completed when the Supplier unloads and stacks the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall be of the essence in relation The title to the Delivery Date and any agreed delivery time. If the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on the Purchaser upon the completion of the configuration of the Products. The Purchaser shall inspect the Products within seven (7) days (the “Acceptance Time”) after receiving the Products (the date of completion of the configuration of the Products shall be the date of receipt). If the Purchaser does not raise any written objection within the Acceptance Time, the Products delivered by BITMAIN shall be deemed to be in full compliance with the provisions of this Agreement. (d) Notwithstanding anything to the contrary stipulated in any Applicable Laws, the risk of loss or damage to the Products (or the relevant portion of the Products, as applicable) shall pass to the Purchaser when BITMAIN is deemed to have fulfilled its obligation of delivery in accordance with this Clause 4.1. For the avoidance of doubt, all fees, costs, expenses and charges in connection with the delivery of the Products shall be borne by the Purchaser. (e) [Under no circumstance shall BITMAIN be required to refund the payment already made if the Purchaser fails to provide the Confirmation] 4.2 Subject to Clause 4.1, the terms of delivery of the Products shall be EXW (Data Center Facility) according to Incoterms 2020. 4.3 If BITMAIN, at its own fault, fails to send the Ready-to-Ship Notification within thirty (30) days after expiration of the Delivery Period as set forth in Appendix A and the Purchaser does not cancel such batch of Products and requests BITMAIN to perform its delivery obligations, BITMAIN shall make a compensation to the Purchaser on daily basis, the amount of which shall equal to [Redacted]% of the respective price of such undelivered batch of Products, which already paid by the Purchaser, which compensation shall be made in the form of delivery of more Products increasing the total hashrate. Compensation amount less than the equivalence to the Rated Hashrate per Unit of Product shall be credited to the balance of the Purchaser. 4.4 Notwithstanding anything to the contrary contained in Clauses 4.3 and 4.4, under no circumstances, BITMAIN shall be responsible for removal of the Products from the Data Center Facility, nor shall it be liable for any costs, expenses, losses, claims, liabilities or damages of any kind or nature, whether direct, indirect, incidental, consequential, or otherwise, for any failure, delay or error in delivery, removal or transportation of any Products for any reason whatsoever, including but not limited to any reason caused by any third party, such as carriers, customs, import brokers. 4.5 BITMAIN shall not be responsible for, and the Purchaser shall be fully and exclusively responsible for any loss of Product(s), personal injury, property damage, other damage or liability caused by the Product(s) or the delivery, removal or transportation of the Product(s) either to the Purchaser or any third party, or theft of the Product(s) during transportation from BITMAIN to the Purchaser. 4.6 If the Purchaser fails to provide BITMAIN with the Confirmation or any configuration information as required by BITMAIN, or the Purchaser rejects to accept the Products when delivered, any related costs occurred (including storage costs, warehousing charge and labor costs) shall be borne by the Purchaser. 4.7 The Products delivered are neither returnable nor refundable.

Appears in 1 contract

Samples: Framework Agreement (Cango Inc.)

Delivery of Products. 4.1 The Supplier As specified in Exhibit A, DR and/or Vendor shall ensure that:‌ (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each be responsible for making digital and/or tangible delivery of the Products as follows: a. The following provisions shall apply to any Products listed on Exhibit A for which digital delivery is accompanied to be made by a DR: 1. Within twenty-four (24) hours after receipt of an order from an End User, DR shall make digital delivery note which shows the date of the Order, Products available to the Order number (if any), the type and quantity of End User. b. The following provisions will apply to any Products (including the code number listed on Exhibit A for which tangible delivery is to be made by DR: 1. The Vendor shall provide DR with an inventory of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌ (c) it states clearly held on consignment and used by DR to fulfill orders for the Products. DR shall be responsible for the delivery note any requirement for Ornua to return any packaging material for of the Products to the SupplierEnd User at a location or locations designated by the End User. 2. Any The Products shall be delivered to DR prepackaged and ready for shipment and delivery to the End User. The Vendor shall be solely responsible for the shipment of the Products to DR and shall be solely responsible for 3. Within fifteen (15) days after the date of this Agreement, the Vendor shall provide DR with such packaging material consigned quantities of the Products as may be mutually agreed upon in writing by DR and the Vendor. On a periodic basis, DR shall only provide an inventory detail to Vendor showing the current inventory of the Products. Periodically, DR will issue consignment purchase orders for the estimated needs of Product to be tangibly delivered. The Vendor shall be responsible for making prompt delivery of the Products to DR. 4. All shipments of Product to DR will be clearly labeled with DR's purchase order number on the outside of the box. 5. DR shall have no liability of any kind whatsoever as a result of any delay in the delivery of the Products by the Vendor, or the delivery of the Products to DR in non-conforming condition. Upon the termination of this Agreement, at the Vendor's sole cost and expense, the unsold inventory of the Products shall be returned to the Supplier at the cost Vendor. c. The following provisions shall apply to any Products listed on Exhibit A for which digital or tangible delivery is to be made by Vendor: 1. The Vendor shall maintain an inventory of the SupplierProducts to be used by Vendor to fulfill orders for tangible delivery of the Products. 4.2 2. On a daily basis, by electronic and/or facsimile transmission, DR shall notify Vendor about the number of orders for the Products made the previous day (the Order Notification). The Supplier Order Notification shall deliver contain the Products:‌names and delivery addresses (including, as applicable, electronic delivery addresses) of the End Users; the names , serial numbers, and quantity of the Products sold to particular End Users; and the manner of delivery to such End Users (whether digital or tangible delivery). (a) 3. Vendor shall be responsible for making digital or tangible delivery, as applicable, of all Products to the location set out End Users and Dealers identified in the Order Notifications, and shall be responsible for all risk of loss of, or such other location as damage to the parties may agree which may include Products during digital or tangible delivery to a carrier (Delivery Location); and (b) on the date End Users. Vendor shall, as specified in the Order orNotification, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua make digital delivery or otherwise instructed by Ornua.‌ 4.3 Delivery tangible shipment to the End User of Products shall be completed when the Supplier unloads and stacks all the Products at within twenty-four (24) hours after receipt of the Delivery LocationOrder Notifications. 4. Vendor shall develop, unless different establish, and maintain such delivery terms (or Incoterms®) are specified systems and procedures as may, in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall discretion of DR, be of the essence in relation to the Delivery Date and any agreed delivery time. If necessary ensure that the Products are not promptly and correctly delivered, and which enable DR and Vendor to immediately determine the status of the Products during delivery. On a daily basis, by electronic and/or facsimile transmission, Vendor shall provide a report to DR which provides information about the digital deliveries and tangible shipments of the Products made the previous day (the Shipment Reports). The Shipment Reports shall contain the names and delivery addresses (including, as applicable, electronic delivery addresses) of the End Users or Dealers to whom the Products have been digitally delivered on or tangibly shipped; the form of delivery (whether digital or tangible delivery); the name, address, and telephone number of carriers (in the case of tangible shipment); confirmation numbers; package tracking information; and any other information that may from time to time be requested by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expenseCompany. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.

Appears in 1 contract

Samples: Vendor Agreement (Tsunami Media Corp)

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Delivery of Products. 4.1 The Supplier Ornua shall ensure that:‌that: (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any)all relevant Customer and Ornua reference numbers, and the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) ; and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌ (cb) it states clearly on the delivery note any requirement for Ornua the Customer to return any packaging material (such as, for the Products example, pallets, steel cages (and any variations thereof), glass bottles and plastic crates) to the SupplierOrnua. Any The Customer shall make any such packaging material materials available for collection at such times as Ornua shall only reasonably request and shall not reuse such packaging materials. Returns of packaging materials shall be at Ornua's expense except that Ornua reserves the right to charge the Customer for packaging materials which are not returned to within the Supplier at the cost of the Supplier.time specified by Ornua or which have been returned but are not in a fit state or condition for reuse by Ornua.‌‌ 4.2 The Supplier Ornua shall deliver the Products:‌ (a) Products to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌. 4.3 Delivery of the Products shall be completed when on the Supplier unloads and stacks completion of the making available, unloading or loading of the Products at the Delivery Location, unless different delivery terms (or Location in accordance with the Incoterms®) are specified in ® agreed for the OrderOrder concerned. 4.4 In the case of Products delivered in sealed containers, the Customer must ensure that: (a) the containers and the seal numbers and quantities correspond with those shown on the delivery note;‌ (b) the seals are intact, and it shall notify Ornua operates a “Just-in-Time” without delay of any discrepancy or broken seal; and (c) the relevant officials from Customs & Excise or other relevant customs authority (if outside Ireland) are present if any action is taken. 4.5 Any dates quoted for delivery system. Time shall be of the essence in relation to the Delivery Date and any agreed delivery time. If the Products are approximate only, and the time of delivery is not delivered on time of the essence.‌ 4.6 If Ornua fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the SupplierCustomer in obtaining replacement products of similar description and quality in the cheapest market available, clause 6.1 less the price of the Products. Ornua shall apply.‌ 4.5 If the Supplier delivers more that the quantity have no liability for any failure or delay in delivery of Products orderedto the extent caused by a Force Majeure Event or the Customer's failure to provide Ornua with adequate delivery instructions or other relevant instructions related to supply of the Products. 4.7 If 10 Business Days after Ornua notified the Customer that Products were ready for collection or delivery the Customer has not taken or accepted delivery of them, Ornua shall not be bound to pay may resell or otherwise dispose of part or all of the Products and charge the Customer for any reasonable storage and selling costs incurred.‌ 4.8 Ornua may deliver the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in by instalments, they may which shall be invoiced and paid for separately. Failure by the Supplier to deliver any one Each instalment on time shall constitute a separate contract. Any delay in delivery or at all or any defect in an instalment shall not entitle Ornua the Customer to cancel any other instalment. 4.9 The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the remedies set out in clause 6.1. 4.7 Title Products as are required from time to time and, if required by Ornua, the Customer shall make those licences and risk in the Products shall pass consents available to Ornua on completion of deliveryprior to the relevant shipment.

Appears in 1 contract

Samples: Standard Terms and Conditions of Sale

Delivery of Products. 4.1 The Supplier As specified in Exhibit A, DR and/or Vendor shall ensure that:‌ (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each be responsible for making digital and/or tangible delivery of the Products as follows: a. The following provisions shall apply to any Products listed on Exhibit A for which digital delivery is accompanied to be made by a DR: 1. Within twenty-four (24) hours after receipt of an order from an End User, DR shall make digital delivery note of the Products available to the End User. b. The following provisions will apply to any Products listed on Exhibit A for which shows tangible delivery is to be made by DR: 1. The Vendor shall provided DR with an inventory of the Products to be held on consignment and used by DR to fulfill orders for the Products. DR shall be responsible for the delivery of the Products to the End Users at the locations designed by the End User. 2. The Products shall be delivered to DR prepackaged and ready for shipment and delivery to the End User. The Vendor shall be solely responsible for the shipment of the Products to DR and shall be solely responsible for all costs and expenses associated with any such shipments. The Vendor shall bear the entire risk of loss or damage to the Products during shipments to or from DR. 3. Within fifteen (15) days after the date of the Orderthis Agreement, the Order number (if any)Vendor shall provide DR with such consigned quantities of the Products as may be mutually agreed upon in writing by DR and the Vendor. On a periodic basis, DR shall provide an inventory detail to Vendor showing the type and quantity of Products (including the code number current inventory of the Products, where applicable)Periodically, special storage instructions (if any) and, if DR will issue consignment purchase orders for the estimated needs of the Product to be tangibly delivered. The Vendor shall be responsible for making prompt delivery of the Products are being delivered to DR. 4. All Shipments of Product to DR will be clearly labeled with DR's purchase order number on the outside of the box. If DR is tracking serial numbers for the Products, Vendor will provide with each shipment of the Product a complete list of the serial numbers of the Product enclosed in instalmentsthe box. 5.DR shall have no liability of any kind whatsoever as a result of a delay in the delivery of the Products by Vendor, or the outstanding balance delivery of 76 c. The following provisions shall apply to any Products remaining listed on exhibit A for which digital or tangible delivery is to be delivered; and‌made by Vendor: (c) it states clearly on 1. The Vendor shall maintain an inventory of the Products to be used by Vendor to fulfill orders for tangible delivery note any requirement for Ornua to return any packaging material of products. 2. On a daily basis, by electronic and/or facsimile transmission, DR shall notify Vendor about the number of orders for the Products made the previous day ( the Order Notification). The Order Notification shall contain the names and delivery addresses (including, as applicable, electronic delivery addresses) of the End Users; the names, serial numbers, and quantity of the Products sold to particular End Users; and the manner of the delivery to such End Users (whether digital or tangible delivery). 3. Vendor shall be responsible for making digital or tangible delivery, as applicable, of all Products 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 Products:‌ (a) to the location set out End Users and Dealers identified in the Order Notifications, and shall be responsible for all risk of loss of, or such other location as damage to the parties may agree which may include Products during digital or tangible delivery to a carrier (Delivery Location); and (b) on the date End Users. Vendor shall, as specified in the Order orNotification, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua make digital delivery or otherwise instructed by Ornua.‌ 4.3 Delivery tangible shipment to the End User of Products shall be completed when the Supplier unloads and stacks all the Products at within twenty-four (24) hours after receipt of the Delivery LocationOrder Notifications. 4. Vendor shall develop, unless different establish, and maintain such delivery terms (or Incoterms®) are specified systems and procedures as may, in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall discretion of DR, be of the essence in relation to the Delivery Date and any agreed delivery time. If necessary ensure that the Products are not promptly and correctly delivered, and which enable DR and Vendor to immediately determine the status of the Products during delivery. On a daily basis, by electronic and/or facsimile transmission, Vendor shall provide a report to DR which provides information about the digital deliveries and tangible shipments of the Products made the previous day (the Shipment Reports). The Shipment Reports shall contain the names, and delivery addresses (including, as applicable, electronic delivery addresses) of the End Users or Dealers to whom the Products have been digitally delivered on or tangibly shipped; the form of delivery (whether digital or tangible delivery); the name, address, and telephone number of carriers (in case of tangible shipment); confirmation numbers; package tracking information; and any other information that may from time to time be requested by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expenseCompany. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.

Appears in 1 contract

Samples: Electronic Software Distribution Agreement (Millennium Software Inc)

Delivery of Products. 4.1 The Supplier 6.1. We (or Our nominated third party supplier) shall ensure that:‌ (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each that delivery of the Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any)all relevant Customer and Our IT Services reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), and special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier). 4.2 The Supplier 6.2. Unless agreed otherwise in the Order, We (or Our nominated third party supplier) shall deliver the Products:‌ (a) Products to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and. (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date)6.3. Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery of the Products shall be completed when on the Supplier unloads and stacks the Products Products' arrival at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Order. 4.4 Ornua operates 6.4. Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Products that is caused by a “Just-in-Time” Force Majeure Event or Your failure to provide Us with adequate delivery systeminstructions or any other instructions that are relevant to the supply of the Products. 6.5. Time If You fail to accept or take delivery of the Products within 5 Business Days of Us notifying You that the Products are ready for delivery, then except where such failure or delay is caused by a Force Majeure Event or by Our failure to comply with Our obligations under the Contract in respect of the Products, We shall be of entitled to: 6.5.1. redeliver the essence in relation Products to the Delivery Date Location at such reasonable time as We shall set; and/or 0.0.0. xxxxx the Products until delivery takes place and any agreed delivery timecharge You for all related costs and expenses (including insurance). 6.6. If You fail to take delivery of the Products within 10 Business Days after We (or Our nominated third party supplier) have notified You that the Products are not delivered on time by ready for delivery, We may resell or otherwise dispose of part or all of the Supplier, clause 6.1 shall apply.‌ 4.5 Products. If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay You have paid for the excess Products in advance, We can deduct reasonable storage and selling costs and account to You for any excess shall be and shall remain at over the Supplier’s risk and shall be returnable at price of the Supplier’s expenseProducts or charge You for any shortfall below the price of the Products. 4.6 The Supplier shall not 6.7. We (or Our nominated third party supplier) may deliver the Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in by instalments, they may which shall be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time Any delay in delivery or at all or any defect in an instalment shall not entitle Ornua You to cancel any other instalment. 6.8. Each Product shall be supplied subject to the remedies set out manufacturer’s published specification and shall only be subject to amendment if the parties have agreed to such amendment in clause 6.1the Order. We reserve the right to make changes to the Products where necessary to comply with any legal requirements and which do not materially affect quality or performance. 4.7 Title 6.9. Where the Products are or include software, that software shall be licensed to You on the terms of the End User Licence Agreement between You and risk the software developer or licensing body. You acknowledge and agree that We are not able to grant any rights regarding that software. By entering into the Contract, You warrant to Us that You will observe and perform all obligations and restrictions imposed upon You by the End User Licence Agreement. You shall indemnify Us against all losses, damages, claims and expenses (including reasonable professional fees) incurred directly or indirectly by Us as a result of Your failure to observe or perform the obligations and restrictions contained in the Products shall pass to Ornua on completion of deliveryEnd User Licence Agreement.

Appears in 1 contract

Samples: Master Services Agreement

Delivery of Products. 4.1 The Supplier As specified in Exhibit A, DR and/or Vendor shall ensure that:‌ (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each be responsible for making digital and/or tangible delivery of the Products as follows: a. The following provisions shall apply to any Products listed on Exhibit A for which digital delivery is accompanied to be made by a DR: 1. Within twenty-four (24) hours after receipt of an order from an End User, DR shall make digital delivery note of the Products available to the End User. b. The following provisions will apply to any Products listed on Exhibit A for which shows tangible delivery is to be made by DR: 1. The Vendor shall provided DR with an inventory of the Products to be held on consignment and used by DR to fulfill orders for the Products. DR shall be responsible for the delivery of the Products to the End Users at the locations designed by the End User. 2. The Products shall be delivered to DR prepackaged and ready for shipment and delivery to the End User. The Vendor shall be solely responsible for the shipment of the Products to DR and shall be solely responsible for all costs and expenses associated with any such shipments. The Vendor shall bear the entire risk of loss or damage to the Products during shipments to or from DR. 3. Within fifteen (15) days after the date of the Orderthis Agreement, the Order number (if any)Vendor shall provide DR with such consigned quantities of the Products as may be mutually agreed upon in writing by DR and the Vendor. On a periodic basis, DR shall provide an inventory detail to Vendor showing the type and quantity of Products (including the code number current inventory of the Products, where applicable)Periodically, special storage instructions (if any) and, if DR will issue consignment purchase orders for the estimated needs of the Product to be tangibly delivered. The Vendor shall be responsible for making prompt delivery of the Products are being delivered to DR. 4. All Shipments of Product to DR will be clearly labeled with DR's purchase order number on the outside of the box. If DR is tracking serial numbers for the Products, Vendor will provide with each shipment of the Product a complete list of the serial numbers of the Product enclosed in instalmentsthe box. 5.DR shall have no liability of any kind whatsoever as a result of delay in the delivery of the Products by Vendor, or the outstanding balance of delivery of c. The following provisions shall apply to any Products remaining listed on exhibit A for which digital or tangible delivery is to be delivered; and‌made by Vendor: (c) it states clearly on 1. The Vendor shall maintain an inventory of the Products to be used by Vendor to fulfill orders for tangible delivery note any requirement for Ornua to return any packaging material of products. 2. On a daily basis, by electronic and/or facsimile transmission, DR shall notify Vendor about the number of orders for the Products made the previous day ( the Order Notification). The Order Notification shall contain the names and delivery addresses (including, as applicable, electronic delivery addresses) of the End Users; the names, serial numbers, and quantity of the Products sold to particular End Users; and the manner of the delivery to such End Users (whether digital or tangible delivery). 3. Vendor shall be responsible for making digital or tangible delivery, as applicable, of all Products 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 Products:‌ (a) to the location set out End Users and Dealers identified in the Order Notifications, and shall be responsible for all risk of loss of, or such other location as damage to the parties may agree which may include Products during digital or tangible delivery to a carrier (Delivery Location); and (b) on the date End Users. Vendor shall, as specified in the Order orNotification, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua make digital delivery or otherwise instructed by Ornua.‌ 4.3 Delivery tangible shipment to the End User of Products shall be completed when the Supplier unloads and stacks all the Products at within twenty-four (24) hours after receipt of the Delivery LocationOrder Notifications. 4. Vendor shall develop, unless different establish, and maintain such delivery terms (or Incoterms®) are specified systems and procedures as may, in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall discretion of DR, be of the essence in relation to the Delivery Date and any agreed delivery time. If necessary ensure that the Products are not promptly and correctly delivered, and which enable DR and Vendor to immediately determine the status of the Products during delivery. On a daily basis, by electronic and/or facsimile transmission, Vendor shall provide a report to DR which provides information about the digital deliveries and tangible shipments of the Products made the previous day (the Shipment Reports). The Shipment Reports shall contain the names, and delivery addresses (including, as applicable, electronic delivery addresses) of the End Users or Dealers to whom the Products have been digitally delivered on or tangibly shipped; the form of delivery (whether digital or tangible delivery); the name, address, and telephone number of carriers (in case of tangible shipment); confirmation numbers; package tracking information; and any other information that may from time to time be requested by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expenseCompany. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.

Appears in 1 contract

Samples: Electronic Software Distribution Agreement (Millennium Software Inc)

Delivery of Products. 4.1 5.1. The Supplier notice confirming an order referred to in Article 3.1. shall ensure that:‌ (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each also mention the anticipated delivery of Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products to relevant Products. A Client may contact XXXXxxxxx for an update in the Supplierinterim. Any such packaging material Should RAM Mounts mention a (delivery) date in the relevant order confirmation notice, it shall always be indicative and never material, unless otherwise stipulated In Writing in the relevant Agreement. 5.2. Also in the case of an agreed deadline for delivery, RAM Mounts shall only be returned to the Supplier at the cost of the Supplierin default after a Client notifies it that it is in default In Writing and has afforded it a reasonable time for compliance. 4.2 The Supplier 5.3. RAM Mounts shall be entitled to deliver the Products:‌and invoice in parts. (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date)5.4. Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery of Products shall be completed when the Supplier unloads and stacks effected Ex Works Lelystad. All risks pertaining to the Products (which are deemed to include risks pertaining to fire and water damage, theft and damage due to a fall or push) shall pass to the relevant Client at the Delivery Location, unless different such time as delivery terms occurs. A Client shall have a duty to collect any Products (or Incoterms®to arrange for this to be done) are specified in within eight (8) days after RAM Mounts notifies the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall be of the essence in relation to the Delivery Date and any agreed delivery time. If Client that the Products are not delivered on time by ready. 5.5. In the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more event that the quantity Parties agree In Writing that RAM Mounts will be responsible for transport, delivery shall be effected DAP to the Client’s address (Incoterms 2020). The Client shall then be liable for any damage which occurs while the Products are unloaded, which is deemed to include (but is not confined to) fire and water damage, theft and damage due to a fall or push. A Client shall be required to notify RAM Mounts of any shipping instructions no less than six (6) days before the delivery date that is envisaged. 5.6. RAM Mounts may decide at any point in time to refrain from delivering any Products ordered(and to cancel or rescind all or part of an Agreement), Ornua for example, in the event that the relevant Client fails to comply with any obligation towards RAM Mounts, is granted a moratorium on payments, files for bankruptcy, is declared bankrupt or shuts down their business (or a significant part of it). Should RAMMounts proceed with this, it shall not be bound have a duty to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure costs incurred or damage suffered by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1relevant Client. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.

Appears in 1 contract

Samples: General Terms and Conditions

Delivery of Products. 4.1 The Supplier Ornua shall ensure that:‌that: (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of the Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any)all relevant Customer and Ornua reference numbers, and the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) ; and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌ (cb) it states clearly on the delivery note any requirement for Ornua the Customer to return any packaging material (such as, for the Products example, pallets, steel cages (and any variations thereof), glass bottles and plastic crates) to the SupplierOrnua. Any The Customer shall make any such packaging material materials available for collection at such times as Ornua shall only reasonably request and shall not reuse such packaging materials. Returns of packaging materials shall be at Ornua's expense except that Ornua reserves the right to charge the Customer for packaging materials which are not returned to within the Supplier at the cost of the Suppliertime specified by Ornua or which have been returned but are not in a fit state or condition for reuse by Ornua. 4.2 The Supplier Ornua shall deliver the Products:‌ (a) Products to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌Location).‌‌ 4.3 Delivery of the Products shall be completed when on the Supplier unloads and stacks completion of the making available, unloading or loading of the Products at the Delivery Location, unless different delivery terms (or Location in accordance with the Incoterms®) are specified in ® agreed for the OrderOrder concerned. 4.4 In the case of Products delivered in sealed containers, the Customer must ensure that: (a) the containers and the seal numbers and quantities correspond with those shown on the delivery note;‌ (b) the seals are intact, and it shall notify Ornua operates a “Just-in-Time” without delay of any discrepancy or broken seal; and (c) the relevant officials from Customs & Excise or other relevant customs authority (if outside Ireland) are present if any action is taken.‌ 4.5 Any dates quoted for delivery system. Time shall be of the essence in relation to the Delivery Date and any agreed delivery time. If the Products are approximate only, and the time of delivery is not delivered on time by of the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expenseessence. 4.6 The Supplier If Ornua fails to deliver the Products, its liability shall not deliver be limited to the costs and expenses incurred by the Customer in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the Products. Ornua shall have no liability for any failure or delay in delivery of Products in instalments without Ornuato the extent caused by a Force Majeure Event or the Customer's prior written consent. Where it is agreed failure to provide Ornua with adequate delivery instructions or other relevant instructions related to supply of the Products. 4.7 If 10 Business Days after Ornua notified the Customer that Products are to be delivered in were ready for collection or delivery the Customer has not taken or accepted delivery of them, Ornua may resell or otherwise dispose of part or all of the Products and charge the Customer for any reasonable storage and selling costs incurred.‌ 4.8 Ornua may deliver the Products by instalments, they may which shall be invoiced and paid for separately. Failure by the Supplier to deliver any one Each instalment on time shall constitute a separate contract. Any delay in delivery or at all or any defect in an instalment shall not entitle Ornua the Customer to cancel any other instalment. 4.9 The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the remedies set out in clause 6.1. 4.7 Title Products as are required from time to time and, if required by Ornua, the Customer shall make those licences and risk in the Products shall pass consents available to Ornua on completion of deliveryprior to the relevant shipment.

Appears in 1 contract

Samples: Standard Terms and Conditions of Sale

Delivery of Products. 4.1 10.1 The Supplier shall ensure that:‌ (and shall procure that its Affiliates will) Deliver the Products [***] (Incoterms 2010), in the quantities and on the dates and to the Delivery Point specified in the relevant Firm Order (“Delivery Terms”). Without prejudice to Prestige’s other rights and remedies under this Agreement, if any Product is delivered to somewhere other than the relevant Delivery Point, the Supplier will be responsible for (a) Products are properly packed and secured in such manner as Delivering (or procuring the Delivery of) it to enable them to reach their destination in good condition; the correct Delivery Point and/or (b) for any additional expense incurred in Delivering it to the correct Delivery Point. 10.2 For each delivery Delivery of Products, the Supplier shall (and shall procure that its Affiliates will) provide Prestige (or its relevant Affiliates) with the corresponding Certificate of Analysis, Batch Record and any other specified Delivery documentation as required. 10.3 Unless otherwise agreed in writing between the Parties, all Products is accompanied by a delivery note which shows the date supplied under this Agreement shall be Delivered with no less than [***] per cent. ([***]%) of the full shelf life for such Product remaining. 10.4 If the Supplier (or its relevant Affiliate) is unable, or anticipates (acting reasonably) that it will be unable, for any reason (including, without limitation, as a result of negligence, fault or omission or an event of Force Majeure) to Deliver in whole or in part the quantities of Product required under any Firm Order, the Order number Supplier shall (if anyor shall procure that its Affiliates will), as soon as it becomes aware of that fact, give written notice to Prestige setting out the type reasons for such shortfall or failure. Without prejudice to Prestige’s other rights and quantity of Products (including remedies under this Agreement, Prestige shall have the code number of right in its sole discretion to cancel such order without cost to Prestige. Should Prestige not cancel the Products, where applicable), special storage instructions (if any) and, if order the Products are being delivered in instalments, the outstanding balance of Products remaining Parties shall endeavour to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material agree an alternative Delivery schedule for the Products to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Suppliershortfall or failed Delivery. 4.2 The Supplier shall deliver the Products:‌ (a) 10.5 Title to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery of Products shall be completed when the Supplier unloads and stacks the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall be of the essence in relation to the Delivery Date and any agreed delivery time. If the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua Prestige or its relevant Affiliate on completion Delivery. 10.6 Neither payment by Prestige or its Affiliates for the Products, nor passing of deliveryrisk in the Products to Prestige or its Affiliates, shall be deemed to constitute acceptance of such Products by Prestige or its Affiliates. Acceptance of Products is subject always to Clause 11.

Appears in 1 contract

Samples: Transitional Manufacturing and Supply Agreement (Prestige Brands Holdings, Inc.)

Delivery of Products. 4.1 The Supplier 3.1 Products shall ensure that:‌ (a) Products are properly packed be delivered by the Seller to ASAT’s warehouse in Hong Kong which is currently at 15th Floor, QPL Industrial Building, 138 Texaco Road, Tsuen Wan, New Territories, Hong Kong or a designated place in Hong Kong upon reasonable prior notice being given by ASAT, which shall not be less than 3 Business Days prior to the agreed date of delivery stated in the Written Confirmation as referred to in Clause 2.3 above, but the time of delivery shall not be of the essence and secured in such manner as if the Seller is unable for any reason to enable them to reach their destination in good condition; (b) each fulfil any delivery of the Products is accompanied by a delivery note which shows due to Force Majeure (including, without limitation, shortage of raw materials or the date sudden shortage of manpower beyond the control of the Order, the Order number (if anySeller), the type and quantity Seller shall not be deemed to be in breach of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered in instalmentsthis Agreement or have any liability to ASAT. In case ASAT’s operation moved to mainland China, the outstanding balance of Products remaining Seller agrees to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for deliver the Products to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost factory of ASAT in mainland China. 3.2 ASAT shall, within 7 Business Days of the Supplier. 4.2 The Supplier shall deliver the Products:‌ (a) to the location set out in the Order or such other location as the parties may agree which may include arrival of each delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery of Products shall be completed when the Supplier unloads and stacks the Products at ASAT’s premises, notify the Delivery Location, unless different delivery terms (or Incoterms®) Seller in writing of any defect by reason of which ASAT alleges that the Products delivered are specified not in accordance with the OrderSpecification and which should be apparent on reasonable inspection. 4.4 Ornua operates 3.3 If ASAT fails to give such a “Just-in-Time” delivery system. Time notice then the Products shall, except in respect of any defect which is not one which should be apparent on reasonable inspection, be conclusively presumed to be in all respects in accordance with the Specification, and accordingly ASAT shall be deemed to have accepted the delivery of the essence Products in relation question and the Seller shall have no liability to ASAT with respect to that delivery. 3.4 Without prejudice to Clauses 3.2 and 3.3 above, the Delivery Date Seller guarantees that the Products in their unprocessed form shall be free from rust and any agreed oxidation for 6 months after the date of delivery time. If (subject to fair wear and tear), provided that the Products are kept in the premises of ASAT and are kept under a well controlled environment with temperature and relative humidity not delivered on time higher than 24 degree Celsius and 65% respectively. ASAT shall authorise the Seller to access ASAT’s premises where the Products are stored and to authorise or assist the Seller to inspect, check, test and record the status of the Products stored or the conditions of that premises. 3.5 Title to the Products shall vest in ASAT upon payment being received by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound Seller pursuant to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expenseClause 4.4. 4.6 The Supplier shall not deliver Products 3.6 Risk in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid responsibility for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of deliveryASAT once they are delivered at ASAT’s premises.

Appears in 1 contract

Samples: Supply Agreement (Asat Holdings LTD)

Delivery of Products. 4.1 The Supplier shall ensure that:‌ (a) 4.1. Unless otherwise agreed in writing, Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; delivered FCA (bIncoterms 2020) each delivery of Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products 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 Products:‌ (a) to the location set out indicated in the Order Confirmation. Products are delivered during Business Hours. 4.2. Delivery dates or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified periods in the Order or, if no such Confirmation are indicative only and not legally binding on EVBox. If we explicitly agree in writing to a binding delivery date and this binding delivery date is specifiednot fulfilled by reason of unexcused delay by EVBox, on you shall provide us with a date agreed with Ornua in advance written notice and give us the opportunity to fulfill the delivery within three (Delivery Date)3) weeks from receipt of such notice. 4.3. Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery of Products shall be completed when the Supplier unloads and stacks We may deliver the Products at the Delivery Locationin installments, unless different delivery terms (or Incoterms®) are specified in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time which shall be of the essence in relation to the Delivery Date and any agreed delivery time. If the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier Any delay in delivery shall never entitle you to deliver cancel any one instalment on time installment or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1suspend your payment. 4.7 Title 4.4. You shall ensure that your personnel are ready to accept the delivery and risk that unloading equipment is available at the delivery location, as indicated in the Order Confirmation. Any costs for delays (including due to your requests for postponement of the delivery), storage, redelivery, and transport incurred by EVBox shall be borne by and invoiced to you. 4.5. You shall visually inspect the delivery and ensure its conformity with the Order Confirmation. In case of discrepancies in quantity, or visible defects or damages, you shall complete the delivery or transport note accordingly and send us a written notice detailing the discrepancies between the Order Confirmation and the delivered Products within two (2) Business Days of the delivery. Beyond this period, Products are considered in conformity with the Agreement and the delivery accepted by you. If you discover any hidden defects after acceptance of the delivery, the warranty claims process and remedies described in the applicable Warranty Program shall pass apply. 4.6. In the event of notified discrepancies between the Order Confirmation and the delivery, your payment obligation remains unaffected, and we shall remedy the discrepancy at no cost for you. If such discrepancy is due to Ornua on completion your breach of deliverythe Agreement the costs of remedying the discrepancy will be charged to you.

Appears in 1 contract

Samples: Evbox Partner Sales Terms

Delivery of Products. 4.1 The Supplier shall ensure that:‌ (a) 4.1. Unless otherwise agreed in writing, Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; delivered FCA (bIncoterms 2020) each delivery of Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and‌ (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products 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 Products:‌ (a) to the location set out indicated in the Order Confirmation. Products are delivered during Business Hours. 4.2. Delivery dates or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified periods in the Order or, if no such Confirmation are indicative only and not legally binding on EVBox. If we explicitly agree in writing to a binding delivery date and this binding delivery date is specifiedexceeded, on you shall provide us with a date agreed with Ornua in advance written notice and give us the opportunity to fulfill the delivery within three (Delivery Date)3) weeks from receipt of such notice. 4.3. Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery of Products shall be completed when the Supplier unloads and stacks We may deliver the Products at the Delivery Locationin installments, unless different delivery terms (or Incoterms®) are specified in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time which shall be of the essence in relation to the Delivery Date and any agreed delivery time. If the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier Any delay in delivery shall never entitle you to deliver cancel any one instalment on time installment or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1suspend your payment. 4.7 Title 4.4. You shall ensure that your personnel are ready to accept the delivery and risk that unloading equipment is available at the delivery location, as indicated in the Order Confirmation. Any costs for delays (including due to your requests for postponement of the delivery), storage, redelivery, and transport incurred by EVBox shall be borne by and invoiced to you. 4.5. You shall visually inspect the delivery and ensure its conformity with the Order Confirmation. In case of discrepancies in quantity, or visible defects or damages, you shall complete the delivery or transport note accordingly and send us a written notice detailing the discrepancies between the Order Confirmation and the delivered Products within two (2) Business Days of the delivery. Beyond this period, Products are considered in conformity with the Agreement and the delivery accepted by you. If you discover any hidden defects after acceptance of the delivery, the warranty claims process and remedies described in the applicable Warranty Program shall pass apply. 4.6. In the event of notified discrepancies between the Order Confirmation and the delivery, your payment obligation remains unaffected, and we shall remedy the discrepancy at no costs for you. If such discrepancy is due to Ornua on completion your breach of deliverythe Agreement the costs of remedying the discrepancy will be charged to you.

Appears in 1 contract

Samples: Evbox Partner Sales Terms

Delivery of Products. 4.1 The Supplier At the Seller’s sole discretion, delivery of the Products shall ensure that:‌take place: (a) in the event that the Products are properly packed and secured in such manner as to enable them to reach their destination in good conditiondelivered by the Seller or the Seller’s nominated carrier, when the Products are set down on the floor of the Customer’s nominated address for delivery; (b) each delivery of Products is accompanied by a delivery note which shows in the date of the Order, the Order number (if any), the type and quantity of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if event the Products are being delivered in instalments, collected from the outstanding balance of Products remaining Seller by the Customer or the Customer’s nominated carrier (which carrier shall be deemed to be deliveredthe Customer’s agent) where the Products are transferred to a vehicle or trailer used by the Customer or the Customer’s nominated carrier by the Supplier’s crane, at the earlier of when: (i) the Products are handled by the Customer or the Customer’s nominated carrier; and‌or (ii) the Products are set onto or into the vehicle or trailer; and (c) it states clearly on in the event the Products are collected from the Seller by the Customer or the Customer’s nominated carrier (which carrier shall be deemed to be the Customer’s agent) without the use of the Seller’s crane, at the earlier of when: (i) the Products are handled by the Customer or the Customer’s nominated carrier; or (ii) the Products leave the Seller’s floor. 4.2 Delivery of the Products to a third party nominated by the Customer is deemed to be delivery note any requirement for Ornua to return any packaging material the Customer. If the third party carrier damages the Products in transit, the Customer is still required to pay the Price for the Products in accordance with clause 3 and all amounts owing to the Supplier. Any such packaging material shall only be returned to Seller for the Supplier at particular Products. 4.3 Unless otherwise specified in writing in an invoice, quotation, work authorisation or other form, the cost costs of delivery of the Supplier. 4.2 The Supplier shall deliver the Products:‌ (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.‌ 4.3 Delivery of Products shall be completed when in addition to the Supplier unloads and stacks Price or for the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the OrderCustomer’s account. 4.4 Ornua operates a “Just-in-Time” The Customer shall make all arrangements necessary to take delivery systemof the Products whenever they are tendered for delivery. Time In the event that the Customer is unable to take delivery of the Products as arranged then the Seller shall be of the essence in relation entitled to the Delivery Date and any agreed delivery time. If charge a reasonable fee for redelivery. 4.5 The Seller may deliver the Products are not delivered on time by the Supplier, clause 6.1 shall apply.‌ 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess separate instalments. Each separate instalment shall be invoiced and shall remain at paid in accordance with the Supplier’s risk provisions in these Terms and shall be returnable at the Supplier’s expenseConditions. 4.6 The Supplier failure of the Seller to deliver shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are entitle either party to be delivered in instalments, they may be invoiced treat these Terms and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1Conditions as repudiated. 4.7 Title and risk in The Seller shall not be liable for any loss or damage suffered by the Customer as a result of any failure by the Seller to deliver the Products shall pass to Ornua on completion (or any of deliverythem) promptly or at all. 4.8 The Seller may charge a storage fee if Customer orders a Product but does not want the Product delivered immediately upon becoming available.

Appears in 1 contract

Samples: Terms and Conditions of Trade

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