Delivery of the Goods. 19.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010. 19.2 Delivery of the Goods will be made during Supplier’s usual business hours. 19.3 Supplier will use reasonable endeavors to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavors, Supplier is unable for any reason to fulfill any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then: 19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and 19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for delivery. 19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor for loading the Goods. 19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may: 19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or 19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale. 19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 5 contracts
Samples: Terms and Conditions for Sale of Goods and Supply of Services, Terms and Conditions for Sale of Goods and Supply of Services, Terms and Conditions for Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 20102000.
19.2 Delivery of the Goods will be made during Supplier’s usual business hours.
19.3 Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavorsendeavours, Supplier is unable for any reason to fulfill fulfil any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for deliverycancelled.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor labour for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill fulfil its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 5 contracts
Samples: Terms and Conditions for the Sale of Goods and Supply of Services, Terms and Conditions for the Sale of Goods and Supply of Services, Terms and Conditions for Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010.
19.2 Delivery of the Goods will be made during Supplier’s usual business hours.
19.3 Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavorsendeavours, Supplier is unable for any reason to fulfill fulfil any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was were delivered or is are ready for delivery.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor labour for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill fulfil its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 3 contracts
Samples: Terms and Conditions for the Sale of Goods and Supply of Services, Terms and Conditions for the Sale of Goods and Supply of Services, Terms and Conditions for the Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless otherwise expressly specified 2.1 The Goods are described in the written acknowledgement relevant Schedule.
2.2 To the extent that the Goods are customised in accordance with a specification by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including direct or indirect consequential losses, loss of orderprofit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Supplier’s use of the Customer’s specification. This clause 2.2 shall survive termination of the Agreement. The Supplier reserves the right to amend the specification for any of the Goods if required by any applicable statutory or regulatory requirement.
2.3 The Supplier shall procure the delivery of the Goods will be made ex-works to the Delivery Location or such other location as defined in INCOTERMS 2010the parties may agree.
19.2 2.4 Delivery of the Goods will shall be made during Supplier’s usual business hourscompleted on the Goods’ arrival at the Delivery Location. The risk in the Goods shall pass to the Customer on completion of delivery.
19.3 2.5 Whilst delivery dates are given by the Supplier will use reasonable endeavors in good faith based upon information available to deliver the Supplier, such dates are not guaranteed and perform each of Buyer’s orders the Supplier accepts no liability for the Goods within the time agreed when Buyer places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavors, Supplier is unable for any reason to fulfill any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not or completion of performance of Services howsoever caused and no delay shall entitle Buyer the Customer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (reject any such delivery or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract further instalments or part of the Contract which has been cancelled and has not been delivered order or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make repudiate the Agreement or the order or any further payments under clause 4.1 part thereof or to claim any damages or compensation in respect of that Contract any such delay. the Customer or part its agent shall sign the delivery note which accompanies delivery of the Contract which has been cancelled unless the Goods was delivered or is ready for delivery.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor for loading the Goods.
19.5 2.6 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Supplier to deliver any one or more of the instalments in accordance with the Agreement or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Agreement as a whole as repudiated.
2.7 If Buyer the Customer fails to accept or take delivery of any the Goods within three Business Days of the Supplier or its agent notifying that the Goods are ready to be delivered or the Customer fails to accept or take delivery when the Supplier attempts to deliver the Goods on the estimated delivery date, the Supplier shall be entitled to retain the costs incurred in attempting delivery and delivery of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will shall be deemed to have been delivered completed by 9.00am on the due third Business Day after the day on which the Supplier notified the Customer that the Goods were ready or the estimated delivery date and where the Supplier attempted a delivery (without prejudice whichever shall be the later).
2.8 In the event of failure to its other rights) deliver caused by the Customer, the Supplier may:
19.5.1 shall store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause takes place and charge Buyer the Customer for all related costs and expenses (includingincluding insurance) in relation to that storage.
2.9 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any the Supplier may resell or otherwise dispose of part or all of the Goods at and after deducting reasonable storage and selling costs, account to the best Customer for any excess over the price reasonably obtainable in of the circumstances and Goods or charge Buyer for the Customer any shortfall below the price under of the Contract Goods.
2.10 If the Supplier fails to deliver the Goods (or account to Buyer any instalment) for any reason other than any cause beyond the Supplier's reasonable control or the Customer's fault, and the Supplier is accordingly liable to the Customer, the Supplier's liability shall be limited to the excess achieved (if any) of the cost to the Customer (in the cheapest available market) of similar Goods to replace those not delivered over the price under payable by the Contract, in both cases having taken into account any charges related Customer to the saleSupplier for those Goods, subject to clause 8. The Supplier will promptly notify the Customer in writing of anything that is likely to cause a delay in the delivery of the Goods.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary 2.11 Title to the extent Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and quality necessary any other goods that the Supplier has supplied to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environmentCustomer.
Appears in 2 contracts
Samples: Customer Agreement, Customer Agreement
Delivery of the Goods. 19.1 14.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works ex‐works as defined in INCOTERMS 2010.
19.2 Delivery 14.2 Supplier may deliver the Works by separate instalments or perform any Services in stages. Each separate instalment or stage will be invoiced and paid for in accordance with the provisions of the Goods Contract.
14.3 Each instalment or stage will be made during Supplier’s usual business hoursa separate Contract and no cancellation or termination of any one Contract relating to an instalment or stage will entitle Buyer to repudiate or cancel any other Contract, instalment or stage.
19.3 14.4 Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an and order and Supplier provides the acknowledgement of order andorder. If Supplier fails to deliver the Goods for a period of more than 120 days after the date agreed for delivery, if no time is agreedits liability shall be limited to the costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, then within a reasonable time, but less the time of delivery will not be price of the essenceGoods. If, despite those endeavors, Supplier is unable shall have no liability for any reason failure to fulfill any deliver the Goods to the extent that such failure is caused by force majeure (as described in clause 7), Buyer's failure to provide Supplier with adequate delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (instructions for the avoidance of doubt) will Supplier have Goods or any Liability relevant instruction related to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part supply of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for deliveryGoods.
19.4 14.5 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor labour for loading the Goods.
19.5 14.6 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 may store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all reasonable related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 2 contracts
Samples: Terms and Conditions for Sale of Goods and Supply of Services, Terms and Conditions for Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010.2020.
19.2 Delivery of the Goods will be made during Supplier’s usual business hours.
19.3 Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer Xxxxx places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavorsendeavours, Supplier is unable for any reason to fulfill fulfil any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was were delivered or is are ready for delivery.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor labour for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill fulfil its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 2 contracts
Samples: Terms and Conditions for Sale of Goods and Supply of Services, Terms and Conditions for Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless otherwise expressly specified 7.1 Subject to Clause 7.6, 4SIGHT will deliver the Goods to the location agreed in the written acknowledgement of order, delivery of Work Order or such other location as the Parties may agree in writing (the "Delivery Location") at any time after 4SIGHT notifies the Client that the Goods will be made ex-works are ready or around such time and date as defined is stated in INCOTERMS 2010the Work Order.
19.2 7.2 Delivery of the Goods will be made during Supplier’s usual business hourscompleted on the Goods' arrival at the Delivery Location.
19.3 Supplier will use reasonable endeavors to deliver and perform each 7.3 Any dates quoted for delivery of Buyer’s orders for the Goods within the time agreed when Buyer places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery are approximate only. 4SIGHT will not be of the essence. If, despite those endeavors, Supplier is unable for any reason to fulfill any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer liable for any delay or failure in delivery except as set out of the Goods, including where such delay is caused by a Force Majeure Event, Client Default or the Client's failure to provide 4SIGHT with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
7.4 If 4SIGHT fails to deliver the Goods paid for by the Client, its liability will be limited to the costs and expenses incurred by the Client in this conditionobtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
7.5 4SIGHT may deliver the Goods by instalments, which will be invoiced and paid for separately, subject to the prior written agreement of the Client (which shall not be unreasonably withheld or delayed). Any delay in delivery or defect in an instalment will not entitle Buyer the Client to cancel any other instalment.
7.6 In order to assist 4SIGHT in meeting any applicable Service Levels, and subject to Clause 8, 4SIGHT may request the Contract unless and until Buyer has given one hundred and twenty days’ written notice (Client's permission to store at the Client's Sites certain goods, spare parts, accessories, consumables, tools, wiring, devices or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery other equipment or items to be made used by 4SIGHT in its provision of the Services and Supplier has the Client agrees to hold the same on a fiduciary basis as 4SIGHT's bailee. Whilst such items are on the Client's Sites but are not fulfilled yet earmarked for installation, the delivery within that period. If Buyer cancels title in such items will remain with 4SIGHT until such time as such items are transferred to the Contract in accordance with this clause then:Client or installed at the Client's Sites as Goods and/or Deliverables.
19.3.1 Supplier will refund 7.7 Subject to Buyer any sums which Buyer has paid to Supplier Clause 8, 4SIGHT may loan or procure the loan of equipment, systems or materials for trial and/or testing purposes or where required as a short term Services-solution or 'workaround' (for example, in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for delivery.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered on time (except solely on account of Supplier’s defaultmaintenance Services). In such circumstances, the Goods Parties do not intend that title in such items will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related pass to the saleClient and the Client agrees to hold the same on a fiduciary basis as 4SIGHT's bailee.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Delivery of the Goods. 19.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010.
19.2 Delivery of the Goods will be made during Supplier’s usual business hours.
19.3 Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavorsendeavours, Supplier is unable for any reason to fulfill fulfil any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for delivery.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor labour for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill fulfil its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Terms and Conditions for Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010.
19.2 Delivery of the Goods will be made during Supplier’s usual business hours.
19.3 Supplier will use reasonable endeavors endeavours to deliver and perform each of xxxx://xxx.xxxxxx.xxx/about-cobham/aerospace-and-security/about- Buyer’s orders for the Goods within the time agreed when Buyer Xxxxx places an us/useful-information.aspx without prior written approval of Supplier. order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of 15. Corrupt Practices the essence. If, despite those endeavorsendeavours, Supplier is unable for any reason 15.1 Buyer represents and warrants that it understands the provisions of any to fulfill fulfil any delivery on the specified date, Supplier will be deemed not to be relevant laws relating to the prevention of corruption and agrees to comply in breach of this Contract, nor (for the avoidance of doubt) will Supplier have with them to the extent that they apply. any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the 16. Indemnity Contract unless and until Buyer Xxxxx has given one hundred and twenty days’ 16.1 BUYER AGREES TO INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS written notice (or such longer period specified in the written SUPPLIER FROM AND AGAINST: acknowledgement of Contract) to Supplier requiring the delivery to be made 16.1.1 ALL COSTS (INCLUDING THE COSTS OF ENFORCEMENT), and Supplier has not fulfilled the delivery within that period. If Buyer cancels EXPENSES, LIABILITIES (INCLUDING ANY TAX LIABILITY), CLAIMS the Contract in accordance with this clause then:
: ARISING FOR DEATH OR PERSONAL INJURY, DIRECT, INDIRECT OR 19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to CONSEQUENTIAL LOSS (ALL THREE OF WHICH TERMS INCLUDE, Supplier in respect of that Contract or part of the Contract which WITHOUT LIMITATION, PURE ECONOMIC LOSS, LOSS OF PROFITS, has been cancelled and has not been delivered or is not ready for LOSS OF BUSINESS, DEPLETION OF GOODWILL AND LIKE LOSS), delivery; and
and DAMAGES, CLAIMS, DEMANDS, PROCEEDINGS OR LEGAL COSTS 19.3.2 Buyer will be under no liability to make any further payments under (ON A FULL INDEMNITY BASIS) AND JUDGMENTS WHICH SUPPLIER clause 4.1 in respect of that Contract or part of the Contract which INCURS OR SUFFERS AS A CONSEQUENCE OF A DIRECT OR has been cancelled unless the Goods was were delivered or is are ready INDIRECT BREACH OF THE CONTRACT OR NEGLIGENT for delivery.
. PERFORMANCE OR DELAY OR FAILURE IN PERFORMANCE OR 19.4 Buyer will provide at its expense at the Delivery Point adequate and WILFUL MISCONDUCT BY BUYER OR ITS EMPLOYEES, AGENTS OR appropriate equipment and manual labor labour for loading the Goods.
. CONTRACTORS. THE FOREGOING INDEMNITY SHALL NOT 19.5 If Buyer fails to take delivery of any of the Goods when they are ready for INCLUDE ANY LOSSES DUE SOLELY TO THE NEGLIGENCE OR delivery or to provide any instructions, documents, licenses licences or authorizations authorisations WILFUL MISCONDUCT OF SUPPLIER; AND required to enable the Goods to be delivered on time (except solely on 16.1.2 ANY CLAIMS:- account of Supplier’s default), the Goods will be deemed to have been 16.1.2.1 BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE delivered on the due date and (without prejudice to its other rights) Supplier OUT OF OR IN CONNECTION WITH may:
: 16.1.2.1.1 ANY ACT OR OMISSION OF SUPPLIER 19.5.1 store or arrange for storage of the Goods until actual delivery or CARRIED OUT PURSUANT TO sale in accordance with this clause and charge Buyer for all related INSTRUCTIONS OF BUYER; OR costs and expenses (including, without limitation, storage and 16.1.2.1.2 ANY BREACH BY BUYER OF ANY TERMS insurance); and/or
and/or OF THE CONTRACT; 19.5.2 following written notice to Buyer, sell any of the Goods at the best 16.1.2.2 BY BUYER’S CUSTOMERS OR USERS OF THE WORKS; price reasonably obtainable in the circumstances and charge Buyer AND for any shortfall below the price under the Contract or account to 16.1.2.3 ARISING FROM USE OF THE WORKS OTHER THAN AS Buyer for any excess achieved over the price under the Contract, in SPECIFIED IN THE SPECIFICATION. both cases having taken into account any charges related to the sale.
. PART B - GOODS 19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and 17. Quantity and Description of the Goods quality necessary to enable Supplier to fulfill fulfil its obligations under the 17.1 The quantity and description of the Goods will be as set out in Supplier’s Contract. This assistance shall include (but not be limited to) the timely acknowledgement of order. provision of and access to information, data, accommodation, computing 17.2 All samples, drawings, data sheets descriptive matter, specifications (other resources, appropriate Buyer employees and a safe working environment. than the Specification) and advertising issued by Supplier (or the manufacturer of the Goods) and any descriptions or illustrations contained in 20. Risk/Ownership Supplier’s or manufacturer’s catalogues or brochures are issued or published 20.1 Risk of damage to or loss of the Goods will pass to Buyer on delivery (or for the sole purpose of giving an approximate idea of the Goods represented deemed delivery in accordance with clause 19.5). by or described in them. They will not form part of the Contract and this is 20.2 Ownership of the Goods (excluding Software) will not pass to Buyer until not a sale by sample. Supplier has received in full (in cash or cleared funds) all sums due to it in 17.3 Supplier may make any changes to the Specification, design, materials or respect of: finishes of the Goods which: 20.2.1 the Goods; and 17.3.1 are required to conform with any applicable safety or other 20.2.2 all other sums which are or which become due to Supplier from statutory or regulatory requirements; or Buyer on any account.
20.3 Until ownership of the Goods (excluding Software) has passed to Buyer, Buyer must:
20.3.1 hold the Goods on a fiduciary basis as Supplier’s bailee;
20.3.2 store the Goods (at no cost to Supplier) separately from all other Goods of Buyer or any third party in such a way that they remain readily identifiable as Supplier’s property;
20.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
20.3.4 maintain the Goods in satisfactory condition insured on Supplier’s behalf for their full price against all risks to the reasonable satisfaction of Supplier, and will whenever requested by Supplier produce a copy of the policy of insurance.
20.4 Buyer may resell the Goods (or, in the case of the Software, sublicense the Software) before ownership has passed to it solely on the following conditions:
20.4.1 any sale will be effected in the ordinary course of Buyer’s business at full market value and Buyer will account to Supplier accordingly; and
20.4.2 any such sale will be a sale of Supplier’s property on Xxxxx’s own behalf and Xxxxx will deal as principal when making such a sale.
20.5 Buyer’s right to hold the Goods will terminate immediately if any of the circumstances set out in clause 9.1 or 9.2 occur.
20.6 Supplier will be entitled to recover payment for the Goods notwithstanding that title in any of the Goods has not passed from Supplier.
20.7 Buyer grants Supplier, its agents and employees an irrevocable licence and provision at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where Xxxxx’s right to possession has terminated, to recover them.
20.8 Where Supplier is unable to determine whether any Goods are the goods in respect of which Xxxxx’s right to possession has terminated, Xxxxx will be deemed to have sold all goods of the kind sold by Supplier to Buyer in the order in which they were invoiced to Buyer.
20.9 On termination of the Contract, howsoever caused, Supplier’s (but not Buyer’s) rights contained in this clause 20 (Risk/Ownership) will remain in effect.
Appears in 1 contract
Samples: Terms and Conditions for Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless otherwise a. Delivery dates are estimates only unless GJW expressly specified in the written acknowledgement of order, delivery agrees to time being of the essence and the specified delivery date.
b. If GJW has agreed to the delivery date, GJW is not responsible for any costs of delay out of its control, and in no case will GJW be liable for costs of delay, general damages at law for delay or liquidated damages for delay.
c. The Purchaser may only reschedule the delivery date if agreed to by GJW prior to the change. Any additional costs, expenses, overheads or losses of GJW as a result of any change in delivery date (including storage) will be at the Purchaser's cost and paid in addition to the Price. However, payment for the Goods is still due on the original due date regardless of the amended delivery date and when delivery actually occurs, and the Purchaser will not be excused from payment due to the Purchaser's request to delay delivery. If GJW is not paid on the original payment date, the Purchaser shall be liable for interest on the unpaid amount at the rate of 5% above the Commonwealth Bank overdraft rate.
d. The Price is for Goods delivered free on truck (FCA pursuant to Incoterms 2010) from the nominated port or point of dispatch unless otherwise agreed by GJW in writing at the time of entering into the Agreement. The Goods will be made ex-works as defined in INCOTERMS 2010deemed delivered once loaded onto the Purchaser's nominated carrier or, where GJW agrees, upon delivery at the nominated address of the Purchaser.
19.2 Delivery e. All deliveries shall occur during normal working hours unless otherwise agreed by GJW. Any additional costs for delivery outside normal working hours will be at the cost of the Goods will be made during Supplier’s usual business hoursPurchaser.
19.3 Supplier will use reasonable endeavors to deliver and perform each of Buyer’s orders for f. The Purchaser must inspect the Goods within on delivery, and report in writing any damage to the time agreed when Buyer places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavors, Supplier is unable for any reason to fulfill any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay Goods or failure shortage in delivery except as set out in to GJW within three (3) working days of delivery. Unless GJW receives such written notification within this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for delivery.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default)time, the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale accepted in all respects in accordance with the Agreement, free from damage and shortage. Failure to comply with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice will be a bar to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the saleclaim against GJW.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Terms and Conditions of Sale
Delivery of the Goods. 19.1 Unless otherwise expressly specified in 3.1 Supplier will supply and deliver the written acknowledgement Goods, freight paid, to Hertz's place of order, business or to such other place of delivery as is agreed with Hertz. Supplier shall off-load any Goods as directed by Hertz.
3.2 The date for delivery of the Goods will shall be made ex-works as defined set forth in INCOTERMS 2010.
19.2 the “Need By” column on the Purchase Order (the “Delivery Date"), or if no such date is specified then delivery shall take place within 28 days of the Goods will Order (the “Due Date"). Unless stipulated otherwise by Hertz, deliveries shall only be made during Supplier’s usual accepted in normal business hours.
19.3 3.3 If the Goods are not delivered on the Delivery or Due Date then, without prejudice to any other rights that it may have, Hertz reserves the right to:
3.3.1 Cancel this Agreement in whole or in part; and/or
3.3.2 Refuse to accept any subsequent delivery of the Goods that Supplier attempts to make.
3.4 If Supplier requires Hertz to return any packaging material to Supplier that fact must be clearly stated on the Purchase Order and any such packaging material will use reasonable endeavors only be returned to Supplier at the cost of Supplier.
3.5 Where Hertz agrees in writing to accept delivery by installments, this Agreement will be construed as a single contract in respect of each installment. Nevertheless, failure by Supplier to deliver and perform each any one installment shall entitle Hertz at its option to treat the whole Agreement as repudiated.
3.6 If the Goods are delivered to Hertz in excess of Buyer’s orders the quantities ordered Hertz shall not be bound to pay for the Goods within the time agreed when Buyer places an order excess and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery any excess will not be and will remain at Supplier's risk and will be returnable at Supplier's expense.
3.7 Time shall be of the essence. If, despite those endeavors, Supplier is unable for any reason essence with respect to fulfill any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for delivery.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered on time (except solely on account all of Supplier’s default)obligations under this Agreement, the Goods will be deemed to have been delivered on the due date and (including - without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual limitation - delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities Goods and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environmentServices.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Delivery of the Goods. 19.1 20.1 Unless otherwise expressly specified in the Supplier’s written acknowledgement acceptance of order, ,
20.1.1 delivery of the Goods will be made ex-works ex -works as defined in INCOTERMS 2010; and
20.1.2 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for loading the Goods.
19.2 20.2 Delivery of the Goods will be made during Supplier’s usual business hours.
19.3 20.3 Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an order and Supplier provides the acknowledgement specified in Supplier’s written acceptance of order and, if no time is agreedspecified, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavors, Supplier is unable for any reason to fulfill any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. .
20.4 Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty 180 days’ written notice (or such longer period specified in the written acknowledgement acceptance of Contractorder) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery failed to deliver within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 20.4.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 20.4.2 Buyer will be under no liability to make any further payments under clause 4.1 4.2 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is are ready for delivery.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor for loading the Goods.
19.5 20.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 20.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 20.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract; and/or
20.5.3 in the event that it is unable to sell the Goods, terminate the Contract or account to Buyer for and recover any excess achieved over the price under the Contract, in both cases having taken into account any charges related sums payable to the saleSupplier from the Buyer.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Terms and Conditions for Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless otherwise expressly specified in the written acknowledgement acceptance of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010.2000.
19.2 Delivery of the Goods will be made during Supplier’s usual business hours.
19.3 Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an order and Supplier provides the acknowledgement acceptance of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavorsendeavours, Supplier is unable for any reason to fulfill fulfil any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty (120) days’ written notice (or such longer period specified in the written acknowledgement acceptance of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for deliverycancelled.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor labour for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill fulfil its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Terms and Conditions for the Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010.
19.2 Delivery of the Goods will be made during Supplier’s usual business hours.
19.3 Supplier will use reasonable endeavors to deliver and perform each of BuyerXxxxx’s orders for the Goods within the time agreed when Buyer Xxxxx places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavors, Supplier is unable for any reason to fulfill any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for delivery.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Terms and Conditions for Sale of Goods and Supply of Services
Delivery of the Goods. 16.1 BUYER AGREES TO INDEMNIFY, KEEP INDEMNIFIED AND HOLD 19.1 Unless otherwise expressly specified in the written acknowledgement of HARMLESS SUPPLIER FROM AND AGAINST: order, delivery of the Goods will be made ex-works as defined in 16.1.1 ALL COSTS (INCLUDING THE COSTS OF ENFORCEMENT), INCOTERMS 2010.
2000. EXPENSES, LIABILITIES (INCLUDING ANY TAX LIABILITY), 19.2 Delivery of the Goods will be made during Supplier’s usual business hours.
. CLAIMS ARISING FOR DEATH OR PERSONAL INJURY, DIRECT, 19.3 Supplier will use reasonable endeavors endeavours to deliver and perform each of INDIRECT OR CONSEQUENTIAL LOSS (ALL THREE OF WHICH Buyer’s orders for the Goods within the time agreed when Buyer places TERMS INCLUDE, WITHOUT LIMITATION, PURE ECONOMIC an order and Supplier provides the acknowledgement of order and, if no LOSS, LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF time is agreed, then within a reasonable time, but the time of delivery will GOODWILL AND LIKE LOSS), DAMAGES, CLAIMS, DEMANDS, not be of the essence. If, despite those endeavorsendeavours, Supplier is unable PROCEEDINGS OR LEGAL COSTS (ON A FULL INDEMNITY for any reason to fulfill fulfil any delivery on the specified date, Supplier will be BASIS) AND JUDGMENTS WHICH SUPPLIER INCURS OR deemed not to be in breach of this Contract, nor (for the avoidance of SUFFERS AS A CONSEQUENCE OF A DIRECT OR INDIRECT doubt) will Supplier have any Liability to Buyer for any delay or failure in BREACH OF THE CONTRACT OR NEGLIGENT PERFORMANCE OR delivery except as set out in this condition. Any delay in delivery will not DELAY OR FAILURE IN PERFORMANCE OR WILFUL entitle Buyer to cancel the Contract unless and until Buyer has given one MISCONDUCT BY BUYER OR ITS EMPLOYEES, AGENTS OR hundred and twenty days’ written notice (or such longer period specified CONTRACTORS. THE FOREGOING INDEMNITY SHALL NOT in the written acknowledgement of Contract) to Supplier requiring the INCLUDE ANY LOSSES DUE SOLELY TO THE NEGLIGENCE OR delivery to be made and Supplier has not fulfilled the delivery within that WILFUL MISCONDUCT OF SUPPLIER; AND period. If Buyer cancels the Contract in accordance with this clause then:
: 16.1.2 ANY CLAIMS:- 19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to 16.1.2.1 BY THIRD PARTIES WHICH ARE CAUSED BY OR Supplier in respect of that Contract or part of the Contract which ARISE OUT OF OR IN CONNECTION WITH has been cancelled and has not been delivered or is not ready 16.1.2.1.1 ANY ACT OR OMISSION OF SUPPLIER for delivery; and
and CARRIED OUT PURSUANT TO 19.3.2 Buyer will be under no liability to make any further payments INSTRUCTIONS OF BUYER; OR under clause 4.1 in respect of that Contract or part of the 16.1.2.1.2 ANY BREACH BY BUYER OF ANY TERMS Contract which has been cancelled unless the Goods was delivered or is ready for delivery.
cancelled. OF THE CONTRACT; 19.4 Buyer will provide at its expense at the Delivery Point adequate and 16.1.2.2 BY BUYER’S CUSTOMERS OR USERS OF THE appropriate equipment and manual labor labour for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance). WORKS; and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.AND
Appears in 1 contract
Samples: Terms and Conditions for Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 14.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010EXW, Incoterms® 2020.
19.2 Delivery 14.2 Supplier may deliver the Works by separate instalments or perform any Services in stages. Each separate instalment or stage will be invoiced and paid for in accordance with the provisions of the Goods Contract.
14.3 Each instalment or stage will be made during Supplier’s usual business hoursa separate Contract and no cancellation or termination of any one Contract relating to an instalment or stage will entitle Buyer to repudiate or cancel any other Contract, instalment or stage.
19.3 14.4 Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an and order and Supplier provides the acknowledgement of order andorder. If Supplier fails to deliver the Goods for a period of more than 120 days after the date agreed for delivery, if no time is agreedits liability shall be limited to the costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, then within a reasonable time, but less the time of delivery will not be price of the essenceGoods. If, despite those endeavors, Supplier is unable shall have no liability for any reason failure to fulfill any deliver the Goods to the extent that such failure is caused by force majeure (as described in clause 7), Buyer’s failure to provide Supplier with adequate delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (instructions for the avoidance of doubt) will Supplier have Goods or any Liability relevant instruction related to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part supply of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for deliveryGoods.
19.4 14.5 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor labour for loading the Goods.
19.5 14.6 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 may store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause 14 and charge Buyer for all reasonable related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Terms and Conditions for the Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless otherwise a. Delivery dates are estimates only unless CMA expressly specified in the written acknowledgement of order, delivery agrees to time being of the essence and the specified delivery date.
b. If CMA has agreed to the delivery date, CMA is not responsible for any costs of delay out of its control, and in no case will CMA be liable for costs of delay, general damages at law for delay or liquidated damages for delay.
c. The Purchaser may only reschedule the delivery date if agreed to by CMA prior to the change. Any additional costs, expenses, overheads or losses of CMA as a result of any change in delivery date (including storage) will be at the Purchaser's cost and paid in addition to the Price. However, payment for the Goods is still due on the original due date regardless of the amended delivery date and when delivery actually occurs, and the Purchaser will not be excused from payment due to the Purchaser's request to delay delivery. If CMA is not paid on the original payment date, the Purchaser shall be liable for interest on the unpaid amount at the rate of 5% above the Commonwealth Bank overdraft rate.
d. The Price is for Goods delivered free on truck (FCA pursuant to Incoterms 2010) from the nominated port or point of dispatch unless otherwise agreed by CMA in writing at the time of entering into the Agreement. The Goods will be made ex-works as defined in INCOTERMS 2010deemed delivered once loaded onto the Purchaser's nominated carrier or, where CMA agrees, upon delivery at the nominated address of the Purchaser.
19.2 Delivery e. All deliveries shall occur during normal working hours unless otherwise agreed by CMA. Any additional costs for delivery outside normal working hours will be at the cost of the Goods will be made during Supplier’s usual business hoursPurchaser.
19.3 Supplier will use reasonable endeavors to deliver and perform each of Buyer’s orders for f. The Purchaser must inspect the Goods within on delivery, and report in writing any damage to the time agreed when Buyer places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavors, Supplier is unable for any reason to fulfill any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay Goods or failure shortage in delivery except as set out in to CMA within three (3) working days of delivery. Unless CMA receives such written notification within this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for delivery.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default)time, the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale accepted in all respects in accordance with the Agreement, free from damage and shortage. Failure to comply with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice will be a bar to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the saleclaim against CMA.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Terms and Conditions of Sale
Delivery of the Goods. 19.1 Unless otherwise expressly 4.1 ESS will use all commercially reasonable efforts to deliver the Goods for which it has accepted a Purchase Order to the Point of Delivery in accordance with the Delivery Terms specified in the written acknowledgement Particulars, and in compliance with the Purchase Order.
4.2 ESS may deliver the Goods by separate instalments. Each separate instalment will be invoiced and paid for in accordance with clauses 7 and 8.
4.3 ESS is not liable for any Loss whatsoever due to the failure by ESS to deliver the Goods (or any of orderthem) promptly or at all.
4.4 ESS may invoice the Purchaser for storage, insurance and any other holding charges incurred by ESS if delivery of the Goods will be made ex-works as defined in INCOTERMS 2010is delayed by the Purchaser.
19.2 Delivery 4.5 While on the other party’s premises, each party must comply, and require its agents and subcontractors to comply, with the other party’s policies, procedures and any other site instructions and all applicable laws, including “chain of responsibility” laws.
4.6 The Purchaser must as soon as possible after delivery, check the Goods. In the event of a suspected shortages, incorrect or damaged goods the Purchaser must, within 48 hours of delivery, provide written notice to ESS accompanied by documentation and samples demonstrating that the Goods will be made during Supplier’s usual business hoursdo not comply with this Contract (Notice of Defect).
19.3 Supplier will use reasonable endeavors 4.7 The Purchaser shall be deemed to deliver have fully and perform each of Buyer’s orders for finally accepted all the Goods within without objection or reservation if a Notice of Defect is not delivered to ESS by the time agreed when Buyer places an order Purchaser in strict accordance with this clause. In the event the Goods do not comply with this Contract and Supplier provides the acknowledgement Purchaser timely delivers to ESS a Notice of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavors, Supplier is unable for any reason to fulfill any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract Defect in accordance with this clause thenclause, ESS shall, at its option:
19.3.1 Supplier will (a) deliver, free of charge, replacement Goods; and / or
(b) refund to Buyer any sums which Buyer has the Purchaser the amount actually paid to Supplier in respect of that Contract or part of for the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for delivery.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor for loading the Goods.
19.5 If Buyer fails to take delivery of any defective portion of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered on time (except solely on account not replaced by ESS.
4.8 The performance of SupplierESS’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with obligations under this clause shall be the Purchaser’s sole and charge Buyer for all related costs exclusive remedy and expenses (including, without limitation, storage constitute ESS entire obligation and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related aggregate liability to the salePurchaser for defective Goods.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Goods Supply Agreement
Delivery of the Goods. 19.1 Unless otherwise expressly specified in the written acknowledgement of order, 4.1 Treadsetters shall arrange delivery of the Goods will to the Delivery Point provided that the Customer shall be made ex-works as defined liable to pay for all Expenses incurred by Treadsetters in INCOTERMS 2010complying with such instructions. Such Expenses shall be included on the Invoice for the relevant Goods.
19.2 4.2 Delivery of the Goods will shall take place at the Delivery Point. Acceptance of any change to the Delivery Point requested by the Customer shall be made during Supplier’s usual business hoursat Treadsetters's sole discretion and the Customer shall be liable for any additional Expenses incurred by Treadsetters as a result of such change. Treadsetters shall arrange for suitable transport to the Delivery Point. On delivery, Treadsetters (or its appointed carrier) shall provide the Customer with such export documents as are necessary and which the Customer is unable to prepare together with a Delivery Note.
19.3 Supplier 4.3 Treadsetters will use reasonable endeavors to deliver and perform have fulfilled its contractual obligations in respect of each of Buyer’s orders delivery provided that the quantity actually delivered is no greater than 10% more or less than the quantity specified on the Order. The Customer shall pay for the actual quantity delivered.
4.4 Delivery dates in relation to the supply by Treadsetters of Goods within the time agreed when Buyer places an order and Supplier provides the acknowledgement of order are approximate only and, if no unless otherwise expressly stated, time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. Ifessence for delivery of the Goods.
4.5 Treadsetters may effect delivery in one or more instalments.
4.6 The Customer shall, despite those endeavorswithin [seven] days of the arrival of each delivery of the Goods at the Delivery Point, Supplier give written notice of rejection to Treadsetters on account of any defect by reason of which the Customer alleges that the Goods delivered do not comply with the Warranty and which was apparent on reasonable inspection.
4.7 If the Customer fails to give notice as specified in clause 4.6 then, except in respect of any defect which is unable not one which would be apparent on reasonable inspection, the Goods shall conclusively be presumed to comply with the Warranty and, accordingly, the Customer shall be deemed to have accepted the delivery of the Goods in question and Treadsetters shall have no liability to the Customer with respect to that delivery (except in relation to liability for any reason latent defects).
4.8 If the Customer alleges that any Goods are defective, it shall, if so requested by Treadsetters, return the relevant Goods (unaltered and unrepaired) to fulfill Treadsetters for inspection as soon as possible and at its own risk and expense.
4.9 If the Customer rejects any delivery on of the specified dateGoods which do not comply with the Warranty, Supplier will Treadsetters shall as soon as is reasonably practical following Treadsetters acceptance that the Goods do not comply with the Warranty:
(a) supply replacement Goods which comply with the Warranty, in which event Treadsetters shall be deemed not to be in breach of this Contract, nor (agreement or have any liability to the Customer for the avoidance of doubtrejected Goods; or
(b) will Supplier have any Liability notify the Customer that it is unable to Buyer for any delay or failure supply replacement Goods, in delivery except which case Treadsetters has the discretion to grant to the Customer a Credit.
4.10 Treadsetters' reasonable decision as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless whether the Goods was delivered or is ready for deliverycomply with the Specification shall be final.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Terms and Conditions
Delivery of the Goods. 19.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010.2010.
19.2 Delivery of the Goods will be made during Supplier’s usual business hours.hours.
19.3 Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer Xxxxx places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavorsendeavours, Supplier is unable for any reason to fulfill fulfil any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was were delivered or is are ready for delivery.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor labour for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/orand/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill fulfil its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Terms and Conditions for Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010.2020.
19.2 Delivery of the Goods will be made during Supplier’s usual business hours.
19.3 Supplier will use reasonable endeavors endeavours to deliver and perform each of xxxx://xxx.xxxxxx.xxx/about-cobham/aerospace-and-security/about- Buyer’s orders for the Goods within the time agreed when Buyer places an us/useful-information.aspx without prior written approval of Supplier. order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of 15. Corrupt Practices the essence. If, despite those endeavorsendeavours, Supplier is unable for any reason 15.1 Buyer represents and warrants that it understands the provisions of any to fulfill fulfil any delivery on the specified date, Supplier will be deemed not to be relevant laws relating to the prevention of corruption and agrees to comply in breach of this Contract, nor (for the avoidance of doubt) will Supplier have with them to the extent that they apply. any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the 16. Indemnity Contract unless and until Buyer has given one hundred and twenty days’ 16.1 BUYER AGREES TO INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS written notice (or such longer period specified in the written SUPPLIER FROM AND AGAINST: acknowledgement of Contract) to Supplier requiring the delivery to be made 16.1.1 ALL COSTS (INCLUDING THE COSTS OF ENFORCEMENT), and Supplier has not fulfilled the delivery within that period. If Buyer cancels EXPENSES, LIABILITIES (INCLUDING ANY TAX LIABILITY), CLAIMS the Contract in accordance with this clause then:
: ARISING FOR DEATH OR PERSONAL INJURY, DIRECT, INDIRECT OR 19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to CONSEQUENTIAL LOSS (ALL THREE OF WHICH TERMS INCLUDE, Supplier in respect of that Contract or part of the Contract which WITHOUT LIMITATION, PURE ECONOMIC LOSS, LOSS OF PROFITS, has been cancelled and has not been delivered or is not ready for LOSS OF BUSINESS, DEPLETION OF GOODWILL AND LIKE LOSS), delivery; and
and DAMAGES, CLAIMS, DEMANDS, PROCEEDINGS OR LEGAL COSTS 19.3.2 Buyer will be under no liability to make any further payments under (ON A FULL INDEMNITY BASIS) AND JUDGMENTS WHICH SUPPLIER clause 4.1 in respect of that Contract or part of the Contract which INCURS OR SUFFERS AS A CONSEQUENCE OF A DIRECT OR has been cancelled unless the Goods was were delivered or is are ready INDIRECT BREACH OF THE CONTRACT OR NEGLIGENT for delivery.
. PERFORMANCE OR DELAY OR FAILURE IN PERFORMANCE OR 19.4 Buyer will provide at its expense at the Delivery Point adequate and WILFUL MISCONDUCT BY BUYER OR ITS EMPLOYEES, AGENTS OR appropriate equipment and manual labor labour for loading the Goods.
. CONTRACTORS. THE FOREGOING INDEMNITY SHALL NOT 19.5 If Buyer fails to take delivery of any of the Goods when they are ready for for INCLUDE ANY LOSSES DUE SOLELY TO THE NEGLIGENCE OR delivery or to provide any instructions, documents, licenses licences or authorizations authorisations WILFUL MISCONDUCT OF SUPPLIER; AND required to enable the Goods to be delivered on time (except solely on 16.1.2 ANY CLAIMS:- account of Supplier’s default), the Goods will be deemed to have been 16.1.2.1 BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE delivered on the due date and (without prejudice to its other rights) Supplier OUT OF OR IN CONNECTION WITH may:
: 16.1.2.1.1 ANY ACT OR OMISSION OF SUPPLIER 19.5.1 store or arrange for storage of the Goods until actual delivery or CARRIED OUT PURSUANT TO sale in accordance with this clause and charge Buyer for all related INSTRUCTIONS OF BUYER; OR costs and expenses (including, without limitation, storage and 16.1.2.1.2 ANY BREACH BY BUYER OF ANY TERMS insurance); and/or
and/or OF THE CONTRACT; 19.5.2 following written notice to Buyer, sell any of the Goods at the best 16.1.2.2 BY BUYER’S CUSTOMERS OR USERS OF THE WORKS; price reasonably obtainable in the circumstances and charge Buyer AND for any shortfall below the price under the Contract or account to 16.1.2.3 ARISING FROM USE OF THE WORKS OTHER THAN AS Buyer for any excess achieved over the price under the Contract, in SPECIFIED IN THE SPECIFICATION. both cases having taken into account any charges related to the sale.
. PART B - GOODS 19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and 17. Quantity and Description of the Goods quality necessary to enable Supplier to fulfill fulfil its obligations under the 17.1 The quantity and description of the Goods will be as set out in Supplier’s Contract. This assistance shall include (but not be limited to) the timely acknowledgement of order. provision of and access to information, data, accommodation, computing 17.2 All samples, drawings, data sheets descriptive matter, specifications (other resources, appropriate Buyer employees and a safe working environment. than the Specification) and advertising issued by Supplier (or the manufacturer of the Goods) and any descriptions or illustrations contained in 20. Risk/Ownership Supplier’s or manufacturer’s catalogues or brochures are issued or published 20.1 Risk of damage to or loss of the Goods will pass to Buyer on delivery (or for the sole purpose of giving an approximate idea of the Goods represented deemed delivery in accordance with clause 19.5). by or described in them. They will not form part of the Contract and this is 20.2 Ownership of the Goods (excluding Software) will not pass to Buyer until not a sale by sample. Supplier has received in full (in cash or cleared funds) all sums due to it in 17.3 Supplier may make any changes to the Specification, design, materials or respect of: finishes of the Goods which: 20.2.1 the Goods; and 17.3.1 are required to conform with any applicable safety or other 20.2.2 all other sums which are or which become due to Supplier from statutory or regulatory requirements; or Buyer on any account.
20.3 Until ownership of the Goods (excluding Software) has passed to Buyer, Buyer must:
20.3.1 hold the Goods on a fiduciary basis as Supplier’s bailee;
20.3.2 store the Goods (at no cost to Supplier) separately from all other Goods of Buyer or any third party in such a way that they remain readily identifiable as Supplier’s property;
20.3.3 not destroy, deface or obscure any identifying xxxx or packaging on or relating to the Goods; and
20.3.4 maintain the Goods in satisfactory condition insured on Supplier’s behalf for their full price against all risks to the reasonable satisfaction of Supplier, and will whenever requested by Supplier produce a copy of the policy of insurance.
20.4 Buyer may resell the Goods (or, in the case of the Software, sublicense the Software) before ownership has passed to it solely on the following conditions:
20.4.1 any sale will be effected in the ordinary course of Buyer’s business at full market value and Buyer will account to Supplier accordingly; and
20.4.2 any such sale will be a sale of Supplier’s property on Buyer’s own behalf and Buyer will deal as principal when making such a sale.
20.5 Buyer’s right to hold the Goods will terminate immediately if any of the circumstances set out in clause 9.1 or 9.2 occur.
20.6 Supplier will be entitled to recover payment for the Goods notwithstanding that title in any of the Goods has not passed from Supplier.
20.7 Buyer grants Supplier, its agents and employees an irrevocable licence and provision at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where Buyer’s right to possession has terminated, to recover them.
20.8 Where Supplier is unable to determine whether any Goods are the goods in respect of which Buyer’s right to possession has terminated, Buyer will be deemed to have sold all goods of the kind sold by Supplier to Buyer in the order in which they were invoiced to Buyer.
20.9 On termination of the Contract, howsoever caused, Supplier’s (but not Buyer’s) rights contained in this clause 20 (Risk/Ownership) will remain in effect.
Appears in 1 contract
Samples: Terms and Conditions for Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 14.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works ex- Products as defined in INCOTERMS 2010.
19.2 Delivery 14.2 Supplier may deliver the Products by separate instalments or perform any Services in stages. Each separate instalment or stage will be invoiced and paid for in accordance with the provisions of the Goods Contract.
14.3 Each instalment or stage will be made during Supplier’s usual business hoursa separate Contract and no cancellation or termination of any one Contract relating to an instalment or stage will entitle Buyer to repudiate or cancel any other Contract, instalment or stage.
19.3 14.4 Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an and order and Supplier provides the acknowledgement of order andorder. If Supplier fails to deliver the Goods for a period of more than 120 days after the date agreed for delivery, if no time is agreedits liability shall be limited to the costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, then within a reasonable time, but less the time of delivery will not be price of the essenceGoods. If, despite those endeavors, Supplier is unable shall have no liability for any reason failure to fulfill any deliver the Goods to the extent that such failure is caused by force majeure (as described in clause 7), Buyer's failure to provide Supplier with adequate delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (instructions for the avoidance of doubt) will Supplier have Goods or any Liability relevant instruction related to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part supply of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for deliveryGoods.
19.4 14.5 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor labour for loading the Goods.
19.5 14.6 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 may store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all reasonable related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Supply Agreement
Delivery of the Goods. 19.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010.
19.2 . Delivery of the Goods will be made during Supplier’s usual business hours.
19.3 . Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavorsendeavours, Supplier is unable for any reason to fulfill fulfil any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 : Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 and Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for delivery.
19.4 . Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor labour for loading the Goods.
19.5 . If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 : store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 and/or following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 . Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill fulfil its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment. Risk of damage to or loss of the Goods will pass to Buyer on delivery (or deemed delivery in accordance with clause 19.5). Ownership of the Goods (excluding Software) will not pass to Buyer until Supplier has received in full (in cash or cleared funds) all sums due to it in respect of: the Goods; and all other sums which are or which become due to Supplier from Buyer on any account. Until ownership of the Goods (excluding Software) has passed to Buyer, Buyer must: hold the Goods on a fiduciary basis as Supplier’s bailee; store the Goods (at no cost to Supplier) separately from all other Goods of Buyer or any third party in such a way that they remain readily identifiable as Supplier’s property; not destroy, deface or obscure any identifying xxxx or packaging on or relating to the Goods; and maintain the Goods in satisfactory condition insured on Supplier’s behalf for their full price against all risks to the reasonable satisfaction of Supplier, and will whenever requested by Supplier produce a copy of the policy of insurance. Buyer may resell the Goods (or, in the case of the Software, sublicense the Software) before ownership has passed to it solely on the following conditions: any sale will be effected in the ordinary course of Buyer’s business at full market value and Buyer will account to Supplier accordingly; and any such sale will be a sale of Supplier’s property on Buyer’s own behalf and Buyer will deal as principal when making such a sale. Buyer’s right to hold the Goods will terminate immediately if any of the circumstances set out in clause 9.1 or 9.2 occur. Supplier will be entitled to recover payment for the Goods notwithstanding that title in any of the Goods has not passed from Supplier. Buyer grants Supplier, its agents and employees an irrevocable licence and provision at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where Buyer’s right to possession has terminated, to recover them. Where Supplier is unable to determine whether any Goods are the goods in respect of which Buyer’s right to possession has terminated, Buyer will be deemed to have sold all goods of the kind sold by Supplier to Buyer in the order in which they were invoiced to Buyer. On termination of the Contract, howsoever caused, Supplier’s (but not Buyer’s) rights contained in this clause 20 (Risk/Ownership) will remain in effect. Buyer represents and warrants that it shall not, without the express prior written approval of the Supplier, resell the Goods in exactly the same condition in which they were supplied by the Supplier at the Delivery Point. The Supplier may make approval subject to such conditions as Supplier shall, in its discretion, deem appropriate, including but not limited to informing the Supplier of each occasion on which the Buyer resells the goods. For the purposes of this clause resale shall not include where Buyer integrates such Goods or explicitly provides such Goods as part of a larger Buyer solution or system for onward sale. SUPPLIER WILL, FREE OF CHARGE, WITHIN A PERIOD OF TWELVE MONTHS, OR NINETY DAYS FOR CONTRACTS AGREED FOR THE REPAIR OF CLEINT OWNED GOODS ORIGINALLY SUPPLIED BY THE SUPPLIER, EACH PERIOD COMMENCING FROM THE DATE OF DISPATCH OF GOODS, WHICH ARE PROVED TO THE REASONABLE SATISFACTION OF SUPPLIER TO NOT COMPLY WITH SPECIFICATION DUE TO DEFECTS IN MATERIAL, WORKMANSHIP OR DESIGN (OTHER THAN A DESIGN MADE, FURNISHED OR SPECIFIED BY BUYER), REPAIR, OR AT ITS OPTION REPLACE, SUCH GOODS. THIS OBLIGATION WILL NOT APPLY WHERE: NON-COMPLIANCE IS ATTRIBUTABLE TO ANY FAIR WEAR AND TEAR RELATING TO THE GOODS; THE GOODS HAVE BEEN IMPROPERLY ALTERED IN ANY WAY WHATSOEVER, OR HAVE BEEN SUBJECT TO MISUSE OR UNAUTHORISED REPAIR; THE GOODS HAVE BEEN IMPROPERLY INSTALLED OR CONNECTED; ANY MAINTENANCE REQUIREMENTS RELATING TO THE GOODS HAVE NOT BEEN COMPLIED WITH; ANY INSTRUCTIONS AS TO STORAGE OF THE GOODS HAVE NOT BEEN COMPLIED WITH IN ALL RESPECTS; OR BUYER HAS FAILED TO NOTIFY SUPPLIER OF ANY DEFECT OR SUSPECTED DEFECT WITHIN FOURTEEN DAYS OF THE DELIVERY WHERE THE DEFECT SHOULD BE APPARENT ON REASONABLE INSPECTION, OR WITHIN FOURTEEN DAYS OF THE SAME COMING TO THE KNOWLEDGE OF BUYER WHERE THE DEFECT IS NOT ONE WHICH SHOULD BE APPARENT ON REASONABLE INSPECTION, AND IN ANY EVENT NO LATER THAN TWELVE MONTHS FROM THE DATE OF DELIVERY OR PERFORMANCE. SUPPLIER’S OBLIGATION UNDER CLAUSE 22.1 IS SUBJECT TO THE GOODS BEING RETURNED, IF SUPPLIER SO REQUIRES, BY BUYER TO SUPPLIER CARRIAGE PAID. SUPPLIER WILL REFUND TO BUYER THE COST OF CARRIAGE ON THE RETURN OF ANY SUCH DEFECTIVE GOODS IF BUYER’S WARRANTY CLAIM IS SUBSTANTIATED TO THE REASONABLE SATISFACTION OF SUPPLIER, AND WILL DELIVER ANY REPAIRED OR REPLACEMENT GOODS TO BUYER AT SUPPLIER’S OWN EXPENSE. ANY GOODS WHICH HAVE BEEN REPLACED WILL BELONG TO SUPPLIER. ANY REPAIRED OR REPLACEMENT GOODS WILL BE LIABLE TO REPAIR OR REPLACEMENT UNDER THE TERMS SPECIFIED IN THIS CLAUSE FOR THE UNEXPIRED PORTION OF THE TWELVE MONTH PERIOD FROM THE ORIGINAL DATE OF DELIVERY OF THE REPLACED GOODS PROCESS.
Appears in 1 contract
Samples: Terms and Conditions for the Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010.2010.
19.2 Delivery of the Goods will be made during Supplier’s usual business hours.
19.3 Supplier will use reasonable endeavors endeavours to deliver and perform each of xxxx://xxx.xxxxxx.xxx/about-cobham/aerospace-and-security/about- Buyer’s orders for the Goods within the time agreed when Buyer places an us/useful-information.aspx without prior written approval of Supplier. order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of 15. Corrupt Practices the essence. If, despite those endeavorsendeavours, Supplier is unable for any reason 15.1 Buyer represents and warrants that it understands the provisions of any to fulfill fulfil any delivery on the specified date, Supplier will be deemed not to be relevant laws relating to the prevention of corruption and agrees to comply in breach of this Contract, nor (for the avoidance of doubt) will Supplier have with them to the extent that they apply. any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the 16. Indemnity Contract unless and until Buyer has given one hundred and twenty days’ 16.1 BUYER AGREES TO INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS written notice (or such longer period specified in the written SUPPLIER FROM AND AGAINST: acknowledgement of Contract) to Supplier requiring the delivery to be made 16.1.1 ALL COSTS (INCLUDING THE COSTS OF ENFORCEMENT), and Supplier has not fulfilled the delivery within that period. If Buyer cancels EXPENSES, LIABILITIES (INCLUDING ANY TAX LIABILITY), CLAIMS the Contract in accordance with this clause then:
: ARISING FOR DEATH OR PERSONAL INJURY, DIRECT, INDIRECT OR 19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to CONSEQUENTIAL LOSS (ALL THREE OF WHICH TERMS INCLUDE, Supplier in respect of that Contract or part of the Contract which WITHOUT LIMITATION, PURE ECONOMIC LOSS, LOSS OF PROFITS, has been cancelled and has not been delivered or is not ready for LOSS OF BUSINESS, DEPLETION OF GOODWILL AND LIKE LOSS), delivery; and
and DAMAGES, CLAIMS, DEMANDS, PROCEEDINGS OR LEGAL COSTS 19.3.2 Buyer will be under no liability to make any further payments under (ON A FULL INDEMNITY BASIS) AND JUDGMENTS WHICH SUPPLIER clause 4.1 in respect of that Contract or part of the Contract which INCURS OR SUFFERS AS A CONSEQUENCE OF A DIRECT OR has been cancelled unless the Goods was were delivered or is are ready INDIRECT BREACH OF THE CONTRACT OR NEGLIGENT for delivery.
. PERFORMANCE OR DELAY OR FAILURE IN PERFORMANCE OR 19.4 Buyer will provide at its expense at the Delivery Point adequate and WILFUL MISCONDUCT BY BUYER OR ITS EMPLOYEES, AGENTS OR appropriate equipment and manual labor labour for loading the Goods.
. CONTRACTORS. THE FOREGOING INDEMNITY SHALL NOT 19.5 If Buyer fails to take delivery of any of the Goods when they are ready for for INCLUDE ANY LOSSES DUE SOLELY TO THE NEGLIGENCE OR delivery or to provide any instructions, documents, licenses licences or authorizations authorisations WILFUL MISCONDUCT OF SUPPLIER; AND required to enable the Goods to be delivered on time (except solely on 16.1.2 ANY CLAIMS:- account of Supplier’s default), the Goods will be deemed to have been 16.1.2.1 BY THIRD PARTIES WHICH ARE CAUSED BY OR ARISE delivered on the due date and (without prejudice to its other rights) Supplier OUT OF OR IN CONNECTION WITH may:
: 16.1.2.1.1 ANY ACT OR OMISSION OF SUPPLIER 19.5.1 store or arrange for storage of the Goods until actual delivery or CARRIED OUT PURSUANT TO sale in accordance with this clause and charge Buyer for all related INSTRUCTIONS OF BUYER; OR costs and expenses (including, without limitation, storage and 16.1.2.1.2 ANY BREACH BY BUYER OF ANY TERMS insurance); and/or
and/or OF THE CONTRACT; 19.5.2 following written notice to Buyer, sell any of the Goods at the best 16.1.2.2 BY BUYER’S CUSTOMERS OR USERS OF THE WORKS; price reasonably obtainable in the circumstances and charge Buyer AND for any shortfall below the price under the Contract or account to 16.1.2.3 ARISING FROM USE OF THE WORKS OTHER THAN AS Buyer for any excess achieved over the price under the Contract, in SPECIFIED IN THE SPECIFICATION. both cases having taken into account any charges related to the sale.
. PART B - GOODS 19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and 17. Quantity and Description of the Goods quality necessary to enable Supplier to fulfill fulfil its obligations under the 17.1 The quantity and description of the Goods will be as set out in Supplier’s Contract. This assistance shall include (but not be limited to) the timely acknowledgement of order. provision of and access to information, data, accommodation, computing 17.2 All samples, drawings, data sheets descriptive matter, specifications (other resources, appropriate Buyer employees and a safe working environment. than the Specification) and advertising issued by Supplier (or the manufacturer of the Goods) and any descriptions or illustrations contained in 20. Risk/Ownership Supplier’s or manufacturer’s catalogues or brochures are issued or published 20.1 Risk of damage to or loss of the Goods will pass to Buyer on delivery (or for the sole purpose of giving an approximate idea of the Goods represented deemed delivery in accordance with clause 19.5). by or described in them. They will not form part of the Contract and this is 20.2 Ownership of the Goods (excluding Software) will not pass to Buyer until not a sale by sample. Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:
20.2.1 the Goods; and
20.2.2 all other sums which are or which become due to Supplier from Buyer on any account.
20.3 Until ownership of the Goods (excluding Software) has passed to Buyer, Buyer must:
20.3.1 hold the Goods on a fiduciary basis as Supplier’s bailee;
20.3.2 store the Goods (at no cost to Supplier) separately from all other Goods of Buyer or any third party in such a way that they remain readily identifiable as Supplier’s property;
20.3.3 not destroy, deface or obscure any identifying xxxx or packaging on or relating to the Goods; and
20.3.4 maintain the Goods in satisfactory condition insured on Supplier’s behalf for their full price against all risks to the reasonable satisfaction of Supplier, and will whenever requested by Supplier produce a copy of the policy of insurance.
20.4 Buyer may not resell or use in any way the Goods (or, in the case of the Software, sublicense the Software) before ownership has passed to it.
20.5 Buyer’s right to hold the Goods will terminate immediately if any of the circumstances set out in clause 9.1 or 9.2 occur.
20.6 Supplier will be entitled to recover payment for the Goods notwithstanding that title in any of the Goods has not passed from Supplier.
20.7 Buyer grants Supplier, its agents and employees an irrevocable licence and provision at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where Buyer’s right to possession has terminated, to recover them.
20.8 Where Supplier is unable to determine whether any Goods are the goods in respect of which Buyer’s right to possession has terminated, Buyer will be deemed to have sold all goods of the kind sold by Supplier to Buyer in the order in which they were invoiced to Buyer.
20.9 On termination of the Contract, howsoever caused, Supplier’s (but not Buyer’s) rights contained in this clause 20 (Risk/Ownership) will remain in effect.
Appears in 1 contract
Samples: Terms and Conditions for Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 14.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010.
19.2 Delivery 14.2 Supplier may deliver the Works by separate instalments or perform any Services in stages. Each separate instalment or stage will be invoiced and paid for in accordance with the provisions of the Goods Contract.
14.3 Each instalment or stage will be made during Supplier’s usual business hoursa separate Contract and no cancellation or termination of any one Contract relating to an instalment or stage will entitle Buyer to repudiate or cancel any other Contract, instalment or stage.
19.3 14.4 Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an and order and Supplier provides the acknowledgement of order andorder. If Supplier fails to deliver the Goods for a period of more than 120 days after the date agreed for delivery, if no time is agreedits liability shall be limited to the costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, then within a reasonable time, but less the time of delivery will not be price of the essenceGoods. If, despite those endeavors, Supplier is unable shall have no liability for any reason failure to fulfill any deliver the Goods to the extent that such failure is caused by force majeure (as described in clause 7), Buyer's failure to provide Supplier with adequate delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (instructions for the avoidance of doubt) will Supplier have Goods or any Liability relevant instruction related to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part supply of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for deliveryGoods.
19.4 14.5 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor labour for loading the Goods.
19.5 14.6 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 may store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all reasonable related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Terms and Conditions for Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless 11.1 The Carrier is authorised to deliver the Goods at the Client’s nominated delivery address and it is expressly agreed that the Carrier shall be taken to have delivered the Goods in accordance with this Contract:
(a) if at that address the Carrier obtains from any person a receipt or a signed delivery docket for the Goods; or
(b) that even if the Client is not present at the nominated delivery address, that it is deemed that delivery has occurred even without the Carrier obtained a signed receipt or delivery docket.
11.2 The Carrier may deliver the Goods by separate instalments (in accordance with the agreed delivery schedule). Each separate instalment shall be invoiced and paid for in accordance with the provisions in this Contract.
11.3 Delivery of the Goods to a third party nominated by the Client is deemed to be delivery for the purposes of this Contract.
11.4 Perishable Goods, which are not taken up immediately upon arrival, or which are insufficiently addressed or marked or otherwise expressly specified not identifiable, may be sold or otherwise disposed of without any notice to the Client, and payments or tender of the net proceeds of any sale after deduction of charges shall be equivalent to delivery. All charges and expenses arising in connection with the written acknowledgement sale or disposal of orderthe Goods shall be paid by the Client.
11.5 Non-perishable Goods which cannot be delivered either because they are insufficiently or incorrectly addressed or because they are not collected or accepted by the consignee, may be sold (as per clause 17 or returned at the Carrier’s option at any time after expiration of twenty-one (21) days from a notice in writing sent to the address which the Client gave to the Carrier for delivery of the Goods. A communication from any agent or correspondent of the Carrier to the effect that the Goods cannot be delivered for any reason shall be conclusive evidence of that fact.
11.6 Instructions to collect payment on delivery of the Goods (COD), in cash or otherwise, are accepted by the Carrier upon the condition that the Carrier in the matter of such collection will be made ex-works as defined in INCOTERMS 2010.
19.2 Delivery of the Goods will be made during Supplier’s usual business hours.
19.3 Supplier will use reasonable endeavors to deliver and perform each of Buyer’s orders liable for the Goods within the time agreed when Buyer places an order exercise of reasonable diligence and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavors, Supplier is unable for any reason to fulfill any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for deliverycare only.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Transportation Agreement
Delivery of the Goods. 19.1 14.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2010EXW, Incoterms® 2020.
19.2 Delivery 14.2 Supplier may deliver the Works by separate instalments or perform any Services in stages. Each separate instalment or stage will be invoiced and paid for in accordance with the provisions of the Goods Contract.
14.3 Each instalment or stage will be made during Supplier’s usual business hoursa separate Contract and no cancellation or termination of any one Contract relating to an instalment or stage will entitle Buyer to repudiate or cancel any other Contract, instalment or stage.
19.3 14.4 Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an and order and Supplier provides the acknowledgement of order andorder. If Supplier fails to deliver the Goods for a period of more than 120 days after the date agreed for delivery, if no time is agreedits liability shall be limited to the costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, then within a reasonable time, but less the time of delivery will not be price of the essenceGoods. If, despite those endeavors, Supplier is unable shall have no liability for any reason failure to fulfill any deliver the Goods to the extent that such failure is caused by force majeure (as described in clause 7), Buyer's failure to provide Supplier with adequate delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (instructions for the avoidance of doubt) will Supplier have Goods or any Liability relevant instruction related to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part supply of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for deliveryGoods.
19.4 14.5 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor labour for loading the Goods.
19.5 14.6 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 may store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all reasonable related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Terms and Conditions for the Sale of Goods and Supply of Services
Delivery of the Goods. 19.1 Unless otherwise expressly specified 6.1 The Supplier shall deliver the Goods to the Delivery Point by the Delivery Date. The Supplier shall not deliver the Goods more than three (3) Business Days in advance of the Delivery Date without the Customer’s prior written consent.
6.2 The Supplier shall not deliver the Goods by instalments except with the Customer’s prior written consent. Where Goods are to be delivered by instalments, they may be invoiced and paid for separately. References in the written acknowledgement Agreement to Goods shall, where applicable, be read as references to instalments of ordersuch Goods.
6.3 If the Goods are not delivered in full by the specified Delivery Date, then, without limiting any other right or remedy the Customer may have, the Customer shall have the right, but not the obligation, to:
(a) refuse to take any subsequent attempted delivery of the Goods;
(b) terminate the Agreement with immediate effect;
(c) obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by the Customer in obtaining such substitute products;
(d) claim damages for any other costs, expenses or losses resulting from the Supplier’s failure to deliver the Goods will be made ex-works as defined on the Delivery Date; and
(e) return the Goods delivered by Supplier and Supplier shall reimburse the Customer in INCOTERMS 2010full. provided that the Supplier shall have no liability for any failure or delay in delivering the Goods to the extent that such failure or delay is caused by the Customer’s sole failure to comply with its obligations under the Agreement.
19.2 Delivery 6.4 The Goods shall be accompanied by a delivery note from the Supplier showing the Order Reference, the date of the Purchase Order, the type and quantity of the Goods will and, in the case of Goods being delivered by instalments, the outstanding balance of Goods remaining to be made during delivered.
6.5 If the Supplier requires the Customer to return any packaging materials to the Supplier, that fact must be clearly stated on the delivery note accompanying the relevant Goods, and any such returns shall be at the Supplier’s usual business hoursexpense.
19.3 Supplier will use reasonable endeavors 6.6 Risk in and title to deliver and perform each of Buyer’s orders for the Goods within shall pass to the time agreed when Buyer places an order and Supplier provides Customer in accordance with the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be terms of the essencePurchase Order. If, despite those endeavors, Supplier is unable for any reason to fulfill any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for For the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer , risk shall never pass before title has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for deliverypassed.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Supply Agreement
Delivery of the Goods. 19.1 14.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works EXW as defined in INCOTERMS 2010Incoterms® 2020.
19.2 Delivery 14.2 Supplier may deliver the Works by separate instalments or perform any Services in stages. Each separate instalment or stage will be invoiced and paid for in accordance with the provisions of the Goods Contract.
14.3 Each instalment or stage will be made during Supplier’s usual business hoursa separate Contract and no cancellation or termination of any one Contract relating to an instalment or stage will entitle Buyer to repudiate or cancel any other Contract, instalment or stage.
19.3 14.4 Supplier will use reasonable endeavors endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an and order and Supplier provides the acknowledgement of order andorder. If Supplier fails to deliver the Goods for a period of more than 120 days after the date agreed for delivery, if no time is agreedits liability shall be limited to the costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, then within a reasonable time, but less the time of delivery will not be price of the essenceGoods. If, despite those endeavors, Supplier is unable shall have no liability for any reason failure to fulfill any deliver the Goods to the extent that such failure is caused by force majeure (as described in clause 7), Buyer's failure to provide Supplier with adequate delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (instructions for the avoidance of doubt) will Supplier have Goods or any Liability relevant instruction related to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part supply of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled unless the Goods was delivered or is ready for deliveryGoods.
19.4 14.5 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labor labour for loading the Goods.
19.5 14.6 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses licences or authorizations authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 may store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all reasonable related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfill its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Appears in 1 contract
Samples: Terms and Conditions for the Sale of Goods and Supply of Services
