Common use of Delivery; Shipment Clause in Contracts

Delivery; Shipment. (a) Each quantity of Miltenyi Product(s) ordered by Autolus in a particular Purchase Order pursuant to this Agreement shall be delivered [***] (Incoterms 2010) [***] by delivery of the shipped goods to [***], in adequate packaging and [***], on the Delivery Date (“Delivery”). (b) Each shipment of Miltenyi Products shall be [***] on the agreed delivery date(s) (each, a “Delivery Date”) confirmed by Miltenyi for the applicable Purchase Order in accordance with applicable Lead Time(s), during normal business hours (Monday to Friday, excluding statutory holidays) unless special arrangements are agreed to by Miltenyi in writing. [***] shall be responsible for all arrangements regarding loading, shipment, insurance from Miltenyi’s Facility to the ultimate destination and import customs clearances at the destination country, except as otherwise agreed by the Parties in writing. Alternatively, upon [***] written request, [***] shall make all necessary shipping arrangements on behalf of [***] with a [***]. [***] shall provide [***] with a list of approved carriers. [***] also shall be responsible for all of the following costs and charges, as applicable: loading charges of the designated carrier, freight charges and other shipping expenses [***], expenses for insurance of goods during transit, import customs clearances. (c) Upon Delivery, Autolus shall [***] verify the gross and visually observable physical integrity of all Miltenyi Product packaging [***] and to acknowledge proper receipt of the Miltenyi Products by signing the relevant transport documentation. (d) Miltenyi shall have the Miltenyi Products appropriately labelled with a traceable lot or batch number and packaged for shipping in commercial packaging materials in compliance with Agreed Standards, Miltenyi’s standard procedures and, the applicable Quality Agreement. (e) Quantities actually Delivered to Autolus or Autolus’ designee pursuant to an accepted Purchase Order may not vary from the quantities reflected in such Purchase Order without Autolus’ prior written consent; provided, however, that if Autolus so consents to a variance in quantities actually Delivered (as compared to quantities set forth in an accepted Purchase Order), Autolus shall only be invoiced and required to pay for the quantities of Miltenyi Product that Miltenyi actually Delivered to Autolus or Autolus’ designee. In the event that Autolus consents to accept Delivery of less that the quantities of Miltenyi Product in an accepted Purchase Order, Miltenyi shall include, in the next shipment of Miltenyi Product to Autolus, any quantities ordered pursuant to an accepted Purchase Order but not actually delivered on the designated Delivery date. If a delay in any such Delivery of Miltenyi Products exceeds [***], then Autolus may require a pro rata reduction in its then-current [***] Forecast to account for such delay.

Appears in 3 contracts

Samples: Supply Agreement (Autolus Therapeutics LTD), Supply Agreement (Autolus Therapeutics LTD), Supply Agreement (Autolus Therapeutics LTD)

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Delivery; Shipment. 5.1 The SELLER shall deliver the Materials free in the holds of the vessel(s) nominated by BUYER and accepted by the SELLER as per these terms and conditions in one or more safe berths reachable on arrival always afloat at loading port which shall be Visakhapatnam, India. Unless financial arrangement is made by the BUYER as per clause 6 below or otherwise as agreed by SELLER, the SELLER is not obliged to confirm delivery. 5.2 The BUYER shall nominate the vessel with cancellation date of laycan falling within 15 days from the date of SELLER’s NOR. The validity of the Letter of Credit for shipment and negotiation shall be extended by the Buyer, if required accordingly. Subject to acceptance by the Seller of vessel(s) nominated by the Buyer and subject to the arrival of such vessel(s) at the load port within the agreed laycan, the Seller shall deliver the materials on FOB load port terms. The vessel shall not be more than 25 years old and the BUYER shall take into account limitations of the Visakhapatnam Port Trust, such as, maximum LOA of 182.90 mts, maximum beam length of 32.50 mts and maximum laden draught of vessels as 10.06 mts in some berths and 11 mts in others. In case of GPL, LOA of 240 mts, maximum beam length of 28 mts and maximum laden draught of vessels as 14.0 mts. 5.2.1 In case there is a delay by the SELLER to confirm Notice of readiness of materials and the BUYER had made financial arrangements as agreed, the BUYER has the option to cancel the contract or take the delivery of the material at the contract price and terms within a period of 90 days beyond the originally agreed delivery period. 5.3 While nominating a vessel the BUYER shall communicate following particulars for the nomination: (a) Each quantity of Miltenyi Product(s) ordered by Autolus in a particular Purchase Order pursuant to this Agreement shall be delivered [***] (Incoterms 2010) [***] by delivery Name of the shipped goods to [***], in adequate packaging and [***], on the Delivery Date (“Delivery”).Vessel (b) Each shipment Year of Miltenyi Products shall be [***] on the agreed delivery date(s) (each, a “Delivery Date”) confirmed by Miltenyi for the applicable Purchase Order in accordance with applicable Lead Time(s), during normal business hours (Monday to Friday, excluding statutory holidays) unless special arrangements are agreed to by Miltenyi in writing. [***] shall be responsible for all arrangements regarding loading, shipment, insurance from Miltenyi’s Facility to the ultimate destination and import customs clearances at the destination country, except as otherwise agreed by the Parties in writing. Alternatively, upon [***] written request, [***] shall make all necessary shipping arrangements on behalf of [***] with a [***]. [***] shall provide [***] with a list of approved carriers. [***] also shall be responsible for all of the following costs and charges, as applicable: loading charges of the designated carrier, freight charges and other shipping expenses [***], expenses for insurance of goods during transit, import customs clearances. built & Flag (c) Upon Delivery, Autolus shall [***] verify the gross and visually observable physical integrity of all Miltenyi Product packaging [***] and to acknowledge proper receipt of the Miltenyi Products by signing the relevant transport documentation.Classification (d) Miltenyi shall have the Miltenyi Products appropriately labelled with a traceable lot or batch number and packaged for shipping in commercial packaging materials in compliance with Agreed Standards, Miltenyi’s standard procedures and, the applicable Quality AgreementLOA/Beam/Draft at max DWT. (e) Quantities actually Delivered Loadable tonnage/ nominal tonnage for delivery (f) No of Decks: (single xxxxxx/TWEEN xxxxxx if TWEEN, the third deck, if any) (g) No of Holds/Hatches (h) Hatch Openings: Weather deck/ Tween deck (i) Type of hatch covers: Weather deck/ Tween deck (j) Cargo gear capacity: Cranes - single swinging Derricks-Configuration Hatchwise -Derricks working in union purchase-not acceptable (k) ETA/ laydate/cancellation date at load port 5.3.1 The SELLER is entitled to Autolus or Autolus’ designee pursuant to an accepted Purchase Order may not vary following additional information if required: (l) Original name of vessel if changed at present (m) Whether disponently owned (n) Owners P & I Club (o) Disponent Owners P & I Club (p) Last special survey (q) Last dry docking (r) Position of engines 5.4 The vessel nominated by the BUYER shall be geared and equipped with cranes/ derricks capable of lifting minimum specified tonnage at a time as below from the quantities reflected wharf and placing the materials in such Purchase Order without Autolus’ prior written consent; providedthe places of the hatches including wing spaces and having minimum four available hatches. The SELLER shall guarantee a loading rate of 2000 MT per weather working day of 24 consecutive hours Sundays, howeverholidays and non-weather working days excepted even if used (2000 MT PWWD SASHEXEIU) for Steel Products and a rate of 4000 MT PWWD SASHEXEIU for Pig Iron subject to these terms and conditions on the basis of five or more available workable hatches or hooks, that if Autolus so consents whichever is less. The SELLER is not obliged to accept vessels with gear capacities, less than what is specified below or vessels offering less than three hooks. If due to any reason, a variance vessel is accepted with lower gear capacity or lesser number of hatches/hooks, the load rate shall be reduced prorata. The rate of demurage/despatch shall be as mentioned in quantities actually Delivered (the below table: In case any / all vessel gears are not suitable for loading the cargo, due to any reason and in case buyer provides shore crane berths and shore cranes at his cost the same will be considered as compared to quantities set forth in an accepted Purchase Order), Autolus shall only be invoiced and required to pay gear for the quantities purpose of Miltenyi Product that Miltenyi actually Delivered to Autolus or Autolus’ designeelaytime calculations. In such an event waiting time for getting shore crane berth shall be excluded from time used. In case any hatch is doubled up, it shall be considered as double hatch only when two cranes that are capable of being worked by two gangs simultaneously are made available for not less than 75% of loading time of that hatch. Product Nom.Quantity for delivery Gear Demurrage/ Capacity Despatch (MT) MT USD (MIN) per day Pig Iron 10000 or below 15 NIL /NIL Pig Iron >10000-20000 20 4000/2000 Pig Iron >20000 20 6000/3000 Steel 10000 or below 00 XXX /XXX XXX Steel >10000 -20000 15 5000/2500 Steel >20000 15 6000/3000 Steel OTHERS 10000 or below 15 NIL /NIL Steel 10000- 20000 15 5000/2500 Steel 20000 & above 20 6000/3000 In case buyer nominates vessel with Derricks the event minimum gear capacity should be 25 MT else buyer has to provide shore crane berths with gear capacities as above. NOTE: Union Purchase Type Gear is not acceptable. The loading shall be on CQD basis for cases of NIL demurrage/despatch. It is preferable to have tween xxxxxx for wire rods and single xxxxxx for pig iron. Stacking below wing space will be three high for wire rods, above which the coils will be rolled on plates below the wing space and drop stowed in the hatch openings. Tank tops should be able to support forklift along with materials for loading steel cargo. Tank top strength should be 10T/M2 in respect of 3T forklift for 3 high stacking and 16T/M2 for 10T forklift for 4 high stacking. All cargo except WRC will be drop stowed in the hatch opening within the reach of vessel cranes only. If one or more parties nominate a vessel for lifting part quantity of pig iron in different sale contracts, the dem/dis amount shall be calculated as per the rates applicable for the total quantity loaded in the vessel by all parties concerned and the dem/dis amount so arrived shall be payable on prorata basis as per the quantities lifted by the respective individual parties /in different sale contracts. In case party nominates part vessels for steel consignment, the despatch / demurrage calculations will be made based on per working per hatch per day or per workable hatch per day basis as given below : "PER WORKING HATCH PER DAY" or "PER WORKABLE HATCH PER DAY" - means that Autolus consents laytime is to accept Delivery be calculated by dividing the "quantity of less cargo in the hold with the largest quantity" by the result of multiplying the agreed daily rate per working or workable hatch by the number of hatches serving that hold. Thus : Largest Quantity in one hold Laytime = = days Daily Rate per Hatch X Number of Hatches serving that hold Laytime used shall be corresponding to the hold in which largest quantity is loaded with allowable exceptions as per our standard terms and conditions. The time spent for loading cargo in all other holds will not count as laytime. 5.5 The SELLER shall communicate acceptance/non-acceptance within next working day and with reasons in case of non-acceptance. However, the SELLER is not obliged to consider any nomination of the vessel unless financial arrangement is made by the BUYER as agreed. 5.6 Upon arrival of the vessel within the limits of the loading port and after (A) ensuring that the quantities hatches/holds of Miltenyi Product the vessel have been thoroughly cleaned, (B) obtaining free pretique and (C) ensuring that the vessel is load-ready in all respects, including filing of necessary papers with Port/Customs Authorities by the vessel agent. the Master of the vessel shall serve the Notice of readiness of the vessel to load the Materials (i.e. Master's N/R) on the port office of the SELLER/Seller’s Stevedoring Agent at the loading port, during normal office hours which are 9.30 AM to 4.30 PM from Monday to Saturday. The master's N/R shall not be served on Sundays/ Port holidays/ Charter Party holidays/Non – weather working days. 5.7 Upon arrival of the vessel within the limits of the loading port or at any time later till completion of loading, if the SELLER or the load port authorities consider that the cranes/ gears of the vessel are not capable of lifting the materials of the weights and dimensions as agreed, from the wharf and placing the material inside the hatches as required for loading, the SELLER has a right to reject the vessel outright without any liability including dead freight and all other consequences/losses arising thereof. In case it is considered that the gears are not capable of maintaining the loading rate guaranteed, the SELLER has a right to assessment by an accepted Purchase Orderindependent marine surveyor to determine such load rate and the same shall be binding on the BUYER. In case the surveyors find the gears not capable of loading from wharf to any part of the hatches, Miltenyi nomination/ acceptance stands cancelled with no risks/ costs to the SELLER and the charges of the independent marine surveyor shall includebe borne by BUYER. 5.8 The BUYER shall ensure that the charter party governing the shipment shall, inter-alia, include following provisions: 5.8.1 The ship owners shall appoint their own agents at load port. 5.8.2 The ship owners shall bear all ports dues/charges/levies except port loading charges, tonnage dues, light dues and other taxes, assessments and charges which are customarily payable by shippers. 5.8.3 Ten days prior to ETA of vessel at load port, the master of the vessel shall give telex/cable/fax intimation to the SELLER. 5.8.4 Thereafter at the interval of 7 days/72 hrs/24 hrs before the ETA of the vessel, master of the vessel shall send telex/cable/radio messages regarding the ETA of the vessel to the SELLER and as well as to the Port office of the SELLER. 5.8.5 Each vessel shall hold a valid gear certificate in conformity with the International Dock Safety Convention, covering the duration of each voyage and confirming that all the gears have been duly tested. The gear certificate shall be made available by the Master of the vessel to the representative of the SELLER for verification before/on berthing of the vessel at the loading port, in any case prior to commencement of loading. Similarly, the next shipment hatchwise loading plan for the Materials shall be furnished by the Master of Miltenyi Product to Autolus, any quantities ordered pursuant to an accepted Purchase Order but not actually delivered the vessel before/on the designated Delivery date. If a delay in any such Delivery of Miltenyi Products exceeds [***], then Autolus may require a pro rata reduction in its then-current [***] Forecast to account for such delayberthing.

Appears in 1 contract

Samples: Agreement for Sale

Delivery; Shipment. 5.1 The SELLER shall deliver the Materials free in the holds of the vessel(s) nominated by BUYER and accepted by the SELLER as per these terms and conditions in one or more safe berths reachable on arrival always afloat at loading port which shall be Visakhapatnam, India. Unless financial arrangement is made by the BUYER as per clause 6 below or otherwise as agreed by SELLER, the SELLER is not obliged to confirm delivery. 5.2 The BUYER shall nominate the vessel with cancellation date of laycan falling within 7 days from the date of SELLER’s NOR. The validity of the Letter of Credit for shipment and negotiation shall be extended by the Buyer, if required accordingly. Subject to acceptance by the Seller of vessel(s) nominated by the Buyer and subject to the arrival of such vessel(s) at the load port within the agreed laycan, the Seller shall deliver the materials on FOB load port terms. The vessel shall not be more than 25 years old and the BUYER shall take into account limitations of the Visakhapatnam Port Trust, such as, maximum LOA of 182.90 mts, maximum beam length of 32.50 mts and maximum laden draught of vessels as 10.06 mts in some berths and 11 mts in others. In case of GPL, LOA of 240 mts, maximum beam length of 28 mts and maximum laden draught of vessels as 14.0 mts. 5.2.1 In case there is a delay by the SELLER to confirm Notice of readiness of materials and the BUYER had made financial arrangements as agreed, the BUYER has the option to cancel the contract or take the delivery of the material at the contract price and terms within a period of 90 days beyond the originally agreed delivery period. 5.3 While nominating a vessel the BUYER shall communicate following particulars for the nomination: (a) Each quantity of Miltenyi Product(s) ordered by Autolus in a particular Purchase Order pursuant to this Agreement shall be delivered [***] (Incoterms 2010) [***] by delivery Name of the shipped goods to [***], in adequate packaging and [***], on the Delivery Date (“Delivery”).Vessel (b) Each shipment Year of Miltenyi Products shall be [***] on the agreed delivery date(s) (each, a “Delivery Date”) confirmed by Miltenyi for the applicable Purchase Order in accordance with applicable Lead Time(s), during normal business hours (Monday to Friday, excluding statutory holidays) unless special arrangements are agreed to by Miltenyi in writing. [***] shall be responsible for all arrangements regarding loading, shipment, insurance from Miltenyi’s Facility to the ultimate destination and import customs clearances at the destination country, except as otherwise agreed by the Parties in writing. Alternatively, upon [***] written request, [***] shall make all necessary shipping arrangements on behalf of [***] with a [***]. [***] shall provide [***] with a list of approved carriers. [***] also shall be responsible for all of the following costs and charges, as applicable: loading charges of the designated carrier, freight charges and other shipping expenses [***], expenses for insurance of goods during transit, import customs clearances. built & Flag (c) Upon Delivery, Autolus shall [***] verify the gross and visually observable physical integrity of all Miltenyi Product packaging [***] and to acknowledge proper receipt of the Miltenyi Products by signing the relevant transport documentation.Classification (d) Miltenyi shall have the Miltenyi Products appropriately labelled with a traceable lot or batch number and packaged for shipping in commercial packaging materials in compliance with Agreed Standards, Miltenyi’s standard procedures and, the applicable Quality AgreementLOA/Beam/Draft at max DWT. (e) Quantities actually Delivered Loadable tonnage/ nominal tonnage for delivery (f) No of Decks: (single xxxxxx/TWEEN xxxxxx if TWEEN, the third deck, if any) (g) No of Holds/Hatches (h) Hatch Openings: Weather deck/ Tween deck (i) Type of hatch covers: Weather deck/ Tween deck (j) Cargo gear capacity: Cranes - single swinging Derricks-Configuration Hatchwise -Derricks working in union purchase-not acceptable (k) ETA/ laydate/cancellation date at load port 5.3.1 The SELLER is entitled to Autolus or Autolus’ designee pursuant to an accepted Purchase Order may not vary following additional information if required: (l) Original name of vessel if changed at present (m) Whether disponently owned (n) Owners P & I Club (o) Disponent Owners P & I Club (p) Last special survey (q) Last dry docking (r) Position of engines 5.4 The vessel nominated by the BUYER shall be geared and equipped with cranes/ derricks capable of lifting minimum specified tonnage at a time as below from the quantities reflected wharf and placing the materials in such Purchase Order without Autolus’ prior written consent; providedthe places of the hatches including wing spaces and having minimum four available hatches. The SELLER shall guarantee a loading rate of 2000 MT per weather working day of 24 consecutive hours Sundays, howeverholidays and non-weather working days excepted even if used (2000 MT PWWD SASHEXEIU) for Steel Products and a rate of 4000 MT PWWD SASHEXEIU for Pig Iron subject to these terms and conditions on the basis of five or more available workable hatches or hooks, that if Autolus so consents whichever is less. The SELLER is not obliged to accept vessels with gear capacities, less than what is specified below or vessels offering less than three hooks. If due to any reason, a variance vessel is accepted with lower gear capacity or lesser number of hatches/hooks, the load rate shall be reduced prorata. The rate of demurage/despatch shall be as mentioned in quantities actually Delivered (the below table: In case any / all vessel gears are not suitable for loading the cargo, due to any reason and in case buyer provides shore For RASHTRIYA ISPAT XXXXX LTD For BUYER(With Date and Seal) crane berths and shore cranes at his cost the same will be considered as compared to quantities set forth in an accepted Purchase Order), Autolus shall only be invoiced and required to pay gear for the quantities purpose of Miltenyi Product that Miltenyi actually Delivered to Autolus or Autolus’ designeelaytime calculations. In such an event waiting time for getting shore crane berth shall be excluded from time used. In case any hatch is doubled up, it shall be considered as double hatch only when two cranes that are capable of being worked by two gangs simultaneously are made available for not less than 75% of loading time of that hatch. Product Nom.Quantity Gear Demurrage/ for delivery Capacity Despatch (MT) MT USD (MIN) per day Pig Iron 10000 or below 15 NIL /NIL Pig Iron >10000-20000 20 4000/2000 Pig Iron >20000 20 6000/3000 Xxxxx XXX 00000 or below 10 NIL /NIL Steel >10000 -20000 15 5000/2500 Steel >20000 15 6000/3000 Steel OTHERS 10000 or below 15 NIL /NIL Steel 10000- 20000 15 5000/2500 Steel 20000 & above 20 6000/3000 In case buyer nominates vessel with Derricks the event minimum gear capacity should be 25 MT else buyer has to provide shore crane berths with gear capacities as above. NOTE: Union Purchase Type Gear is not acceptable. The loading shall be on CQD basis for cases of NIL demurrage/despatch. It is preferable to have tween xxxxxx for wire rods and single xxxxxx for pig iron. Stacking below wing space will be three high for wire rods, above which the coils will be rolled on plates below the wing space and drop stowed in the hatch openings. Tank tops should be able to support forklift along with materials for loading steel cargo. Tank top strength should be 10T/M2 in respect of 3T forklift for 3 high stacking and 16T/M2 for 10T forklift for 4 high stacking. All cargo except WRC will be drop stowed in the hatch opening within the reach of vessel cranes only. If one or more parties nominate a vessel for lifting part quantity of pig iron in different sale contracts, the dem/dis amount shall be calculated as per the rates applicable for the total quantity loaded in the vessel by all parties concerned and the dem/dis amount so arrived shall be payable on prorata basis as per the quantities lifted by the respective individual parties /in different sale contracts. In case party nominates part vessels for steel consignment, the despatch / demurrage calculations will be made based on per working per hatch per day or per workable hatch per day basis as given below : "PER WORKING HATCH PER DAY" or "PER WORKABLE HATCH PER DAY" - means that Autolus consents laytime is to accept Delivery be calculated by dividing the "quantity of less cargo in the hold with the largest quantity" by the result of multiplying the agreed daily rate per working or workable hatch by the number of hatches serving that hold. Thus : Largest Quantity in one hold Laytime = = days Daily Rate per Hatch X Number of Hatches serving that hold Laytime used shall be corresponding to the hold in which largest quantity is loaded with allowable exceptions as per our standard terms and conditions. The time spent for loading cargo in all other holds will not count as laytime. 5.5 The SELLER shall communicate acceptance/non-acceptance within next working day and with reasons in case of non-acceptance. However, the SELLER is not obliged to consider any nomination of the vessel unless financial arrangement is made by the BUYER as agreed. 5.6 Upon arrival of the vessel within the limits of the loading port and after (A) ensuring that the quantities hatches/holds of Miltenyi Product the vessel have been thoroughly cleaned, (B) obtaining free pretique and (C) ensuring that the vessel is load-ready in all respects, including filing of necessary papers with Port/Customs Authorities by the vessel agent. the Master of the vessel shall serve the Notice of readiness of the vessel to load the Materials (i.e. Master's N/R) on the port office of the SELLER/Seller’s Stevedoring Agent at the loading port, during normal office hours which are 9.30 AM to 4.30 PM from Monday to Saturday. The master's N/R shall not be served on Sundays/ Port holidays/ Charter Party holidays/Non – weather working days. 5.7 Upon arrival of the vessel within the limits of the loading port or at any time later till completion of loading, if the SELLER or the load port authorities consider that the cranes/ gears of the vessel are not capable of lifting the materials of the weights and dimensions as agreed, from the wharf and placing the material inside the hatches as required for loading, the SELLER has a right to reject the vessel outright without any liability including dead freight and all other For RASHTRIYA ISPAT XXXXX LTD For BUYER(With Date and Seal) consequences/losses arising thereof. In case it is considered that the gears are not capable of maintaining the loading rate guaranteed, the SELLER has a right to assessment by an accepted Purchase Orderindependent marine surveyor to determine such load rate and the same shall be binding on the BUYER. In case the surveyors find the gears not capable of loading from wharf to any part of the hatches, Miltenyi nomination/ acceptance stands cancelled with no risks/ costs to the SELLER and the charges of the independent marine surveyor shall includebe borne by BUYER. 5.8 The BUYER shall ensure that the charter party governing the shipment shall, inter-alia, include following provisions: 5.8.1 The ship owners shall appoint their own agents at load port. 5.8.2 The ship owners shall bear all ports dues/charges/levies except port loading charges, tonnage dues, light dues and other taxes, assessments and charges which are customarily payable by shippers. 5.8.3 Three days prior to ETA of vessel at load port, the master of the vessel shall give telex/cable/fax intimation to the SELLER. 5.8.4 Thereafter at the interval of 48 hrs/24 hrs before the ETA of the vessel, master of the vessel shall send telex/cable/radio messages regarding the ETA of the vessel to the SELLER and as well as to the Port office of the SELLER. 5.8.5 Each vessel shall hold a valid gear certificate in conformity with the International Dock Safety Convention, covering the duration of each voyage and confirming that all the gears have been duly tested. The gear certificate shall be made available by the Master of the vessel to the representative of the SELLER for verification before/on berthing of the vessel at the loading port, in any case prior to commencement of loading. Similarly, the next shipment hatchwise loading plan for the Materials shall be furnished by the Master of Miltenyi Product to Autolus, any quantities ordered pursuant to an accepted Purchase Order but not actually delivered the vessel before/on the designated Delivery date. If a delay in any such Delivery of Miltenyi Products exceeds [***], then Autolus may require a pro rata reduction in its then-current [***] Forecast to account for such delayberthing.

Appears in 1 contract

Samples: Agreement for Sale

Delivery; Shipment. 5.1 The SELLER shall deliver the Materials free in the holds of the vessel(s) nominated by BUYER and accepted by the SELLER as per these terms and conditions in one or more safe berths reachable on arrival always afloat at loading port which shall be Visakhapatnam, India. Unless financial arrangement is made by the BUYER as per clause 6 below or otherwise as agreed by SELLER, the SELLER is not obliged to confirm delivery. 5.2 The BUYER shall nominate the vessel with cancellation date of laycan falling within 7 days from the date of SELLER’s NOR. The validity of the Letter of Credit for shipment and negotiation shall be extended by the Buyer, if required accordingly. Subject to acceptance by the Seller of vessel(s) nominated by the Buyer and subject to the arrival of such vessel(s) at the load port within the agreed laycan, the Seller shall deliver the materials on FOB load port terms. The vessel shall not be more than 25 years old and the BUYER shall take into account limitations of the Visakhapatnam Port Trust, such as, maximum LOA of 182.90 mts, maximum beam length of 32.50 mts and maximum laden draught of vessels as 10.06 mts in some berths and 11 mts in others. In case of GPL, LOA of 240 mts, maximum beam length of 28 mts and maximum laden draught of vessels as 14.0 mts. 5.2.1 In case there is a delay by the SELLER to confirm Notice of readiness of materials and the BUYER had made financial arrangements as agreed, the BUYER has the option to cancel the contract or take the delivery of the material at the contract price and terms within a period of 90 days beyond the originally agreed delivery period. 5.3 While nominating a vessel the BUYER shall communicate following particulars for the nomination: (a) Each quantity of Miltenyi Product(s) ordered by Autolus in a particular Purchase Order pursuant to this Agreement shall be delivered [***] (Incoterms 2010) [***] by delivery Name of the shipped goods to [***], in adequate packaging and [***], on the Delivery Date (“Delivery”).Vessel (b) Each shipment Year of Miltenyi Products shall be [***] on the agreed delivery date(s) (each, a “Delivery Date”) confirmed by Miltenyi for the applicable Purchase Order in accordance with applicable Lead Time(s), during normal business hours (Monday to Friday, excluding statutory holidays) unless special arrangements are agreed to by Miltenyi in writing. [***] shall be responsible for all arrangements regarding loading, shipment, insurance from Miltenyi’s Facility to the ultimate destination and import customs clearances at the destination country, except as otherwise agreed by the Parties in writing. Alternatively, upon [***] written request, [***] shall make all necessary shipping arrangements on behalf of [***] with a [***]. [***] shall provide [***] with a list of approved carriers. [***] also shall be responsible for all of the following costs and charges, as applicable: loading charges of the designated carrier, freight charges and other shipping expenses [***], expenses for insurance of goods during transit, import customs clearances. built & Flag (c) Upon Delivery, Autolus shall [***] verify the gross and visually observable physical integrity of all Miltenyi Product packaging [***] and to acknowledge proper receipt of the Miltenyi Products by signing the relevant transport documentation.Classification (d) Miltenyi shall have the Miltenyi Products appropriately labelled with a traceable lot or batch number and packaged for shipping in commercial packaging materials in compliance with Agreed Standards, Miltenyi’s standard procedures and, the applicable Quality AgreementLOA/Beam/Draft at max DWT. (e) Quantities actually Delivered Loadable tonnage/ nominal tonnage for delivery (f) No of Decks: (single xxxxxx/TWEEN xxxxxx if TWEEN, the third deck, if any) (g) No of Holds/Hatches (h) Hatch Openings: Weather deck/ Tween deck (i) Type of hatch covers: Weather deck/ Tween deck (j) Cargo gear capacity: Cranes - single swinging Derricks-Configuration Hatchwise -Derricks working in union purchase-not acceptable (k) ETA/ laydate/cancellation date at load port 5.3.1 The SELLER is entitled to Autolus or Autolus’ designee pursuant to an accepted Purchase Order may not vary following additional information if required: (l) Original name of vessel if changed at present (m) Whether disponently owned (n) Owners P & I Club (o) Disponent Owners P & I Club (p) Last special survey (q) Last dry docking (r) Position of engines 5.4 The vessel nominated by the BUYER shall be geared and equipped with cranes/ derricks capable of lifting minimum specified tonnage at a time as below from the quantities reflected wharf and placing the materials in such Purchase Order without Autolus’ prior written consent; providedthe places of the hatches including wing spaces and having minimum four available hatches. TheSELLER shall guarantee a loading rate of 2000 MTper weather working day of 24 consecutive hours Sundays, howeverholidays and non-weather working daysexcepted even if used (2000 MT PWWDSASHEXEIU) for Steel Products and a rate of 4000 MT PWWD SASHEXEIU for Pig Iron subject to these terms and conditions on the basis of five or more available workable hatches or hooks, that if Autolus so consents whichever is less. The SELLER is not obliged to accept vessels with gear capacities, less than what is specified below or vessels offering less than three hooks. If due to any reason, a variance vessel is accepted with lower gear capacity or lesser number of hatches/hooks, the load rate shall be reduced prorata. The rate of demurage/despatch shall be as mentioned in quantities actually Delivered (the below table: In case any / all vessel gears are not suitable for loading the cargo, due to any reason and in case buyer provides shore For RASHTRIYA ISPAT XXXXX LTD For BUYER(With Date and Seal) REF: RFX No.9800001480 DT 18/03/2020 crane berths and shore cranes at his cost the same will be considered as compared to quantities set forth in an accepted Purchase Order), Autolus shall only be invoiced and required to pay gear for the quantities purpose of Miltenyi Product that Miltenyi actually Delivered to Autolus or Autolus’ designeelaytime calculations. In such an event waiting time for getting shore crane berth shall be excluded from time used. In case any hatch is doubled up, it shall be considered as double hatch only when two cranes that are capable of being worked by two gangs simultaneously are made available for not less than 75% of loading time of that hatch. Product Nom.Quantity for delivery Gear Demurrage/ Capacity Despatch (MT) MT USD (MIN) per day Pig Iron 10000 or below 15 NIL /NIL Pig Iron >10000-20000 20 4000/2000 Pig Iron >20000 20 6000/3000 Steel 10000 or below 00 XXX /XXX XXX Steel >10000 -20000 15 5000/2500 Steel >20000 15 6000/3000 Steel OTHERS 10000 or below 15 NIL /NIL Steel 10000- 20000 15 5000/2500 Steel 20000 & above 20 6000/3000 In case buyer nominates vessel with Derricks the event minimum gear capacity should be 25 MT else buyer has to provide shore crane berths with gear capacities as above. NOTE: Union Purchase Type Gear is not acceptable. The loading shall be on CQD basis for cases of NIL demurrage/despatch. It is preferable to have tween xxxxxx for wire rods and single xxxxxx for pig iron. Stacking below wing space will be three high for wire rods, above which the coils will be rolled on plates below the wing space and drop stowed in the hatch openings. Tank tops should be able to support forklift along with materials for loading steel cargo. Tank top strength should be 10T/M2 in respect of 3T forklift for 3 high stackingand 16T/M2 for 10T forklift for 4 high stacking.All cargo except WRC will be drop stowed in the hatch opening within the reach of vessel cranes only. If one or more parties nominate a vessel for lifting part quantity of pig iron in different sale contracts, the dem/dis amount shall be calculated as per the rates applicable for the total quantity loaded in the vessel by all parties concerned and the dem/dis amount so arrived shall be payable on prorata basis as per the quantities lifted by the respective individual parties /in different sale contracts. In case party nominates part vessels for steel consignment, the despatch / demurrage calculations will be made based on per working per hatch per day or per workable hatch per day basis as given below : "PER WORKING HATCH PER DAY" or "PER WORKABLE HATCH PER DAY" - means that Autolus consents laytime is to accept Delivery be calculated by dividing the "quantity of less cargo in the hold with the largest quantity" by the result of multiplying the agreed daily rate per working or workable hatch by the number of hatches serving that hold. Thus : Largest Quantity in one hold Laytime = = days Daily Rate per Hatch X Number of Hatches serving that hold Laytime used shall be corresponding to the hold in which largest quantity is loaded with allowable exceptions as per our standard terms and conditions. The time spent for loading cargo in all other holds will not count as laytime. 5.5 The SELLER shall communicate acceptance/non-acceptance within next working day and with reasons in case of non-acceptance. However, the SELLER is not obliged to consider any nomination of the vessel unless financial arrangement is made by the BUYER as agreed. 5.6 Upon arrival of the vessel within the limits of the loading port and after (A) ensuring that the quantities hatches/holds of Miltenyi Product thevessel have been thoroughly cleaned, (B) obtaining free pretique and (C) ensuring that the vessel is load-ready in an accepted Purchase Orderallrespects, Miltenyi including filing of necessary papers with Port/Customs Authorities by the vessel agent. the Master of the vessel shall include, in serve the next shipment Notice of Miltenyi Product readiness of the vessel to Autolus, any quantities ordered pursuant to an accepted Purchase Order but not actually delivered load the Materials (i.e. Master's N/R) on the designated Delivery dateport office of the SELLER/Seller’sStevedoring Agent at the loading port, during normal office hours which are 9.30 AM to 4.30 PM from Monday to Saturday. If The master's N/R shall not be served on Sundays/ Port holidays/ Charter Party holidays/Non – weather working days. 5.7 Upon arrival of the vessel within the limits of the loading port or at any time later till completion of loading, if the SELLER or the load port authorities consider that the cranes/ gears of the vessel are not capable of lifting the materials of the weights and dimensions as agreed, from the wharf and placing the material inside the hatches as required for loading, the SELLER has a delay in right to reject the vessel outright without any liability including dead freight and all other For RASHTRIYA ISPAT XXXXX LTD For BUYER(With Date and Seal) R ef REF: RFX No.9800001480 DT 18/03/2020 consequences/losses arising thereof. Incase it is considered that the gears are not capable of maintaining the loading rate guaranteed, the SELLER has a right to assessment by an independent marine surveyor to determine such Delivery load rate and the same shall be binding on the BUYER. In case the surveyors find the gears not capable of Miltenyi Products exceeds [***]loading from wharf to any part of the hatches, then Autolus may require a pro rata reduction in its thennomination/ acceptance stands cancelled with no risks/ costs to the SELLER and the charges of the independent marine surveyor shall be borne by BUYER. 5.8 The BUYER shall ensure that the charter party governing the shipment shall, inter-current [***] Forecast alia, include following provisions: 5.8.1 The ship owners shall appoint their own agents at load port. 5.8.2 The ship owners shall bear all ports dues/charges/levies except port loading charges, tonnage dues, light dues and other taxes, assessments and charges which are customarily payable by shippers. 5.8.3 Three days prior to account for such delayETA of vessel at load port, the master of the vessel shall give telex/cable/fax intimation to the SELLER. 5.8.4 Thereafter at the interval of 48 hrs/24 hrs before the ETA of the vessel, master of the vessel shall send telex/cable/radio messages regarding the ETA of the vessel to the SELLER and as well as to the Port office of the SELLER.

Appears in 1 contract

Samples: Agreement for Sale

Delivery; Shipment. (a) Each quantity of Miltenyi Product(s) ordered by Autolus in a particular Purchase Order pursuant to All Manufactured Products supplied under this Agreement will be delivered by Xxxxxx’x standard ocean carrier to a single location in each country in the Territory designated by Cerus in writing. Title and risk of loss passes to Cerus when the Manufactured Product has cleared customs at such designated location. Invoices covering delivery costs, insurance, freight, import and export duties and taxes shall be delivered [***issued by Baxter upon receipt confirming customs clearance and paid by Cerus within [ * ] (Incoterms 2010) [***days of invoice date. Disputed invoices are to be resolved within [ * ] by delivery days of the shipped goods invoice date. All delivery costs, insurance, freight, import and export duties and taxes will not be included as Cost of Goods. Baxter shall cause to [***], in adequate packaging and [***], on be delivered all Manufactured Products according to the Delivery Date (“Delivery”)forecasts. (b) Each Baxter shall include a packing list in each shipment of Miltenyi the Manufactured Products providing the following information: (i) Cerus purchase order number; (ii) Baxter Components Code; (iii) and Quantity. Baxter shall be [***] on the agreed delivery date(s) (each, also mail a “Delivery Date”) confirmed by Miltenyi for the applicable Purchase Order in accordance with applicable Lead Time(s), during normal business hours (Monday to Friday, excluding statutory holidays) unless special arrangements are agreed to by Miltenyi in writing. [***] shall be responsible for all arrangements regarding loading, shipment, insurance from Miltenyi’s Facility copy of each packing list to the ultimate destination and import customs clearances for each shipment at the destination country, except as otherwise agreed by the Parties in writingtime of shipment. Alternatively, upon [***] written Upon request, [***] shall make all necessary shipping arrangements on behalf of [***] with a [***]. [***] Baxter shall provide [***] with to Cerus a list certificate of approved carriers. [***] also shall be responsible for all of the following costs and charges, as applicable: loading charges of the designated carrier, freight charges and other shipping expenses [***], expenses for insurance of goods during transit, import customs clearancesanalysis relative to any shipment. (c) Upon Delivery, Autolus Baxter shall [***deliver each Manufactured Product to Cerus within [ * ] verify the gross and visually observable physical integrity months of all Miltenyi production. Baxter shall clearly xxxx each Manufactured Product packaging [***] and to acknowledge proper receipt with its date of the Miltenyi Products by signing the relevant transport documentationproduction. (d) Miltenyi Within [ * ] weeks of customs clearance by Cerus, Cerus will complete an incoming inspection of the Manufactured Products to identity any variations from the Product Specifications or the control plans referenced on the relevant Exhibit to this Agreement or other mutually agreed control plans (each a “Control Plan”), which set forth quality standards for the Manufactured Products. If the Manufactured Products do not meet the Control Plan or are outside of the Product Specifications then Cerus shall have notify Baxter of its rejection of such Manufactured Products. Baxter will invoice Cerus for the Miltenyi Manufactured Products appropriately labelled with a traceable lot or batch number as described in Section 3.5 of this Agreement. If Cerus delivers notice to Baxter within such [ * ] week period that Cerus has rejected any shipment, Cerus shall promptly make available to Baxter for examination and packaged for shipping in commercial packaging materials in compliance with Agreed Standardstesting, Miltenyi’s standard procedures andat the expense of Baxter, the applicable Quality Agreement. Manufactured Products in the rejected shipment and Baxter shall, if the Manufactured Products were properly rejected, at Xxxxxx’x expense, either (ei) Quantities actually Delivered to Autolus or Autolus’ designee pursuant to an accepted Purchase Order may not vary from the quantities reflected in such Purchase Order without Autolus’ prior written consent; provided, however, that if Autolus so consents to a variance in quantities actually Delivered (as compared to quantities set forth in an accepted Purchase Order), Autolus shall only be invoiced and required to pay credit Cerus for the quantities amount of Miltenyi such non-conforming Manufacturing Products for which Cerus has previously paid Baxter, or (ii) provide replacement Manufacturing Products that meet the Product that Miltenyi actually Delivered Specifications and return such to Autolus or Autolus’ designee. In the event that Autolus consents to accept Delivery of less that the quantities of Miltenyi Product in an accepted Purchase Order, Miltenyi shall include, in the next shipment of Miltenyi Product to Autolus, any quantities ordered pursuant to an accepted Purchase Order but not actually delivered on the designated Delivery date. If a delay in any Cerus as soon as such Delivery of Miltenyi Products exceeds [***], then Autolus may require a pro rata reduction in its then-current [***] Forecast to account for such delayreplacement can be completed.

Appears in 1 contract

Samples: Manufacturing and Supply Agreement (Cerus Corp)

Delivery; Shipment. (a) Each quantity of Miltenyi Product(s) ordered by Autolus Bellicum in a particular Purchase Order pursuant to this Agreement shall be delivered [***] FCA (Incoterms 2010) [***] Miltenyi’s Facility by delivery of the shipped goods to [***]Bellicum’s designated carrier or freight forwarder, in adequate packaging and [***]ready for loading, on the Delivery Date (“Delivery”). (b) Each shipment of Miltenyi Products shall will be [***] picked up by Bellicum’s designated carrier on the agreed delivery date(s) (each, a “Delivery Date”) confirmed by Miltenyi for the applicable Purchase Order in accordance with applicable Lead Time(s), during normal business hours (Monday to Friday, excluding statutory holidays) unless special arrangements are agreed to by Miltenyi in writing. [***] Bellicum shall be responsible for all arrangements regarding loading, shipment, insurance from Miltenyi’s Facility to the ultimate destination and import customs clearances at the destination country, except as otherwise agreed by the Parties in writing. Alternatively, upon [***] Bellicum’s written request, [***] shall Miltenyi will make all necessary shipping arrangements on behalf of [***] Bellicum with a [***]carrier designated by Bellicum, on Bellicum’s responsibility. [***] Bellicum shall provide [***] Miltenyi with a list of approved carriers. [***] Bellicum also shall be responsible for all of the following costs and charges, as applicable: loading charges of the designated carrier, freight charges and other shipping expenses [***]from Miltenyi’s Facility to the ultimate destination, expenses for insurance of goods during transit, import customs clearances. (c) Upon Delivery, Autolus shall [***] Bellicum will cause its carrier to verify the gross and visually observable physical integrity of all Miltenyi Product packaging [***] prior to loading and to acknowledge proper receipt of the Miltenyi Products by signing the relevant transport documentation. (d) Miltenyi shall have the Miltenyi Products appropriately labelled with a traceable lot or batch number and packaged for shipping in commercial packaging materials in compliance with Agreed Standards, Miltenyi’s standard procedures and, the applicable Quality Agreement. (e) Quantities actually Delivered to Autolus Bellicum or Autolus’ Bellicum’s designee pursuant to an accepted Purchase Order may not vary from the quantities reflected in such Purchase Order without AutolusBellicums’ prior written consent; provided, however, that if Autolus Bellicum so consents to a variance in quantities actually Delivered (as compared to quantities set forth in an accepted Purchase Order), Autolus Bellicum shall only be invoiced and required to pay for the quantities of Miltenyi Product that Miltenyi actually Delivered to Autolus Bellicum or Autolus’ Bellicum’s designee. In the event that Autolus Bellicum consents to accept Delivery of less that than the quantities of Miltenyi Product in an accepted Purchase Order, Miltenyi shall include, in the next shipment of Miltenyi Product to AutolusBellicum, any quantities ordered pursuant to an accepted Purchase Order but not actually delivered on the designated Delivery date. If a delay in any such Delivery of Miltenyi Products exceeds [***]ten (10) Days, then Autolus Bellicum may require a pro rata reduction in its then-current [***] Monthly Forecast to account for such delay.

Appears in 1 contract

Samples: Supply Agreement (Bellicum Pharmaceuticals, Inc)

Delivery; Shipment. 5.1 The SELLER shall deliver the Materials free in the holds of the vessel(s) nominated by BUYER and accepted by the SELLER as per these terms and conditions in one or more safe berths reachable on arrival always afloat at loading port which shall be Visakhapatnam, India. Unless financial arrangement is made by the BUYER as per clause 6 below or otherwise as agreed by SELLER, the SELLER is not obliged to confirm delivery. 5.2 The BUYER shall nominate the vessel with cancellation date of laycan falling within 7 days from the date of SELLER’s NOR. The validity of the Letter of Credit for shipment and negotiation shall be extended by the Buyer, if required accordingly. Subject to acceptance by the Seller of vessel(s) nominated by the Buyer and subject to the arrival of such vessel(s) at the load port within the agreed laycan, the Seller shall deliver the materials on FOB load port terms. The vessel shall not be more than 25 years old and the BUYER shall take into account limitations of the Visakhapatnam Port Trust, such as, maximum LOA of 182.90 mts, maximum beam length of 32.50 mts and maximum laden draught of vessels as 10.06 mts in some berths and 11 mts in others. In case of GPL, LOA of 240 mts, maximum beam length of 28 mts and maximum laden draught of vessels as 14.0 mts. 5.2.1 In case there is a delay by the SELLER to confirm Notice of readiness of materials and the BUYER had made financial arrangements as agreed, the BUYER has the option to cancel the contract or take the delivery of the material at the contract price and terms within a period of 90 days beyond the originally agreed delivery period. 5.3 While nominating a vessel the BUYER shall communicate following particulars for the nomination: (a) Each quantity of Miltenyi Product(s) ordered by Autolus in a particular Purchase Order pursuant to this Agreement shall be delivered [***] (Incoterms 2010) [***] by delivery Name of the shipped goods to [***], in adequate packaging and [***], on the Delivery Date (“Delivery”).Vessel (b) Each shipment Year of Miltenyi Products shall be [***] on the agreed delivery date(s) (each, a “Delivery Date”) confirmed by Miltenyi for the applicable Purchase Order in accordance with applicable Lead Time(s), during normal business hours (Monday to Friday, excluding statutory holidays) unless special arrangements are agreed to by Miltenyi in writing. [***] shall be responsible for all arrangements regarding loading, shipment, insurance from Miltenyi’s Facility to the ultimate destination and import customs clearances at the destination country, except as otherwise agreed by the Parties in writing. Alternatively, upon [***] written request, [***] shall make all necessary shipping arrangements on behalf of [***] with a [***]. [***] shall provide [***] with a list of approved carriers. [***] also shall be responsible for all of the following costs and charges, as applicable: loading charges of the designated carrier, freight charges and other shipping expenses [***], expenses for insurance of goods during transit, import customs clearances. built & Flag (c) Upon Delivery, Autolus shall [***] verify the gross and visually observable physical integrity of all Miltenyi Product packaging [***] and to acknowledge proper receipt of the Miltenyi Products by signing the relevant transport documentation.Classification (d) Miltenyi shall have the Miltenyi Products appropriately labelled with a traceable lot or batch number and packaged for shipping in commercial packaging materials in compliance with Agreed Standards, Miltenyi’s standard procedures and, the applicable Quality AgreementLOA/Beam/Draft at max DWT. (e) Quantities actually Delivered Loadable tonnage/ nominal tonnage for delivery (f) No of Decks: (single xxxxxx/TWEEN xxxxxx if TWEEN, the third deck, if any) (g) No of Holds/Hatches (h) Hatch Openings: Weather deck/ Tween deck (i) Type of hatch covers: Weather deck/ Tween deck (j) Cargo gear capacity: Cranes - single swinging Derricks-Configuration Hatchwise -Derricks working in union purchase-not acceptable (k) ETA/ laydate/cancellation date at load port 5.3.1 The SELLER is entitled to Autolus or Autolus’ designee pursuant to an accepted Purchase Order may not vary following additional information if required: (l) Original name of vessel if changed at present (m) Whether disponently owned (n) Owners P & I Club (o) Disponent Owners P & I Club (p) Last special survey (q) Last dry docking (r) Position of engines 5.4 The vessel nominated by the BUYER shall be geared and equipped with cranes/ derricks capable of lifting minimum specified tonnage at a time as below from the quantities reflected wharf and placing the materials in such Purchase Order without Autolus’ prior written consent; providedthe places of the hatches including wing spaces and having minimum four available hatches. TheSELLER shall guarantee a loading rate of 2000 MTper weather working day of 24 consecutive hours Sundays, howeverholidays and non-weather working daysexcepted even if used (2000 MT PWWDSASHEXEIU) for Steel Products and a rate of 4000 MT PWWD SASHEXEIU for Pig Iron subject to these terms and conditions on the basis of five or more available workable hatches or hooks, that if Autolus so consents whichever is less. The SELLER is not obliged to accept vessels with gear capacities, less than what is specified below or vessels offering less than three hooks. If due to any reason, a variance vessel is accepted with lower gear capacity or lesser number of hatches/hooks, the load rate shall be reduced prorata. The rate of demurage/despatch shall be as mentioned in quantities actually Delivered (the below table: In case any / all vessel gears are not suitable for loading the cargo, due to any reason and in case buyer provides shore crane berths and shore cranes at his cost the same will be considered as compared to quantities set forth in an accepted Purchase Order), Autolus shall only be invoiced and required to pay gear for the quantities purpose of Miltenyi Product that Miltenyi actually Delivered to Autolus or Autolus’ designeelaytime calculations. In such an event waiting time for getting shore crane berth shall be excluded from time used. In case any hatch is doubled up, it shall be considered as double hatch only when two cranes that are capable of being worked by two gangs simultaneously are made available for not less than 75% of loading time of that hatch. Product Nom.Quantity Gear Demurrage/ for delivery Capacity Despatch (MT) MT USD (MIN) per day Pig Iron 10000 or below 15 NIL /NIL Pig Iron >10000-20000 20 4000/2000 Pig Iron >20000 20 6000/3000 Xxxxx XXX 00000 or below 10 NIL /NIL Steel >10000 -20000 15 5000/2500 Steel >20000 15 6000/3000 Steel OTHERS 10000 or below 15 NIL /NIL Steel 10000- 20000 15 5000/2500 Steel 20000 & above 20 6000/3000 In case buyer nominates vessel with Derricks the event minimum gear capacity should be 25 MT else buyer has to provide shore crane berths with gear capacities as above. NOTE: Union Purchase Type Gear is not acceptable. The loading shall be on CQD basis for cases of NIL demurrage/despatch. It is preferable to have tween xxxxxx for wire rods and single xxxxxx for pig iron. Stacking below wing space will be three high for wire rods, above which the coils will be rolled on plates below the wing space and drop stowed in the hatch openings. Tank tops should be able to support forklift along with materials for loading steel cargo. Tank top strength should be 10T/M2 in respect of 3T forklift for 3 high stackingand 16T/M2 for 10T forklift for 4 high stacking.All cargo except WRC will be drop stowed in the hatch opening within the reach of vessel cranes only. If one or more parties nominate a vessel for lifting part quantity of pig iron in different sale contracts, the dem/dis amount shall be calculated as per the rates applicable for the total quantity loaded in the vessel by all parties concerned and the dem/dis amount so arrived shall be payable on prorata basis as per the quantities lifted by the respective individual parties /in different sale contracts. In case party nominates part vessels for steel consignment, the despatch / demurrage calculations will be made based on per working per hatch per day or per workable hatch per day basis as given below : "PER WORKING HATCH PER DAY" or "PER WORKABLE HATCH PER DAY" - means that Autolus consents laytime is to accept Delivery be calculated by dividing the "quantity of less cargo in the hold with the largest quantity" by the result of multiplying the agreed daily rate per working or workable hatch by the number of hatches serving that hold. Thus : Largest Quantity in one hold Laytime = = days Daily Rate per Hatch X Number of Hatches serving that hold Laytime used shall be corresponding to the hold in which largest quantity is loaded with allowable exceptions as per our standard terms and conditions. The time spent for loading cargo in all other holds will not count as laytime. 5.5 The SELLER shall communicate acceptance/non-acceptance within next working day and with reasons in case of non-acceptance. However, the SELLER is not obliged to consider any nomination of the vessel unless financial arrangement is made by the BUYER as agreed. 5.6 Upon arrival of the vessel within the limits of the loading port and after (A) ensuring that the quantities hatches/holds of Miltenyi Product thevessel have been thoroughly cleaned, (B) obtaining free pretique and (C) ensuring that the vessel is load-ready in allrespects, including filing of necessary papers with Port/Customs Authorities by the vessel agent. the Master of the vessel shall serve the Notice of readiness of the vessel to load the Materials (i.e. Master's N/R) on the port office of the SELLER/Seller’sStevedoring Agent at the loading port, during normal office hours which are 9.30 AM to 4.30 PM from Monday to Saturday. The master's N/R shall not be served on Sundays/ Port holidays/ Charter Party holidays/Non – weather working days. 5.7 Upon arrival of the vessel within the limits of the loading port or at any time later till completion of loading, if the SELLER or the load port authorities consider that the cranes/ gears of the vessel are not capable of lifting the materials of the weights and dimensions as agreed, from the wharf and placing the material inside the hatches as required for loading, the SELLER has a right to reject the vessel outright without any liability including dead freight and all other consequences/losses arising thereof. Incase it is considered that the gears are not capable of maintaining the loading rate guaranteed, the SELLER has a right to assessment by an accepted Purchase Orderindependent marine surveyor to determine such load rate and the same shall be binding on the BUYER. In case the surveyors find the gears not capable of loading from wharf to any part of the hatches, Miltenyi nomination/ acceptance stands cancelled with no risks/ costs to the SELLER and the charges of the independent marine surveyor shall includebe borne by BUYER. 5.8 The BUYER shall ensure that the charter party governing the shipment shall, inter-alia, include following provisions: 5.8.1 The ship owners shall appoint their own agents at load port. 5.8.2 The ship owners shall bear all ports dues/charges/levies except port loading charges, tonnage dues, light dues and other taxes, assessments and charges which are customarily payable by shippers. 5.8.3 Three days prior to ETA of vessel at load port, the master of the vessel shall give telex/cable/fax intimation to the SELLER. 5.8.4 Thereafter at the interval of 48 hrs/24 hrs before the ETA of the vessel, master of the vessel shall send telex/cable/radio messages regarding the ETA of the vessel to the SELLER and as well as to the Port office of the SELLER. 5.8.5 Each vessel shall hold a valid gear certificate in conformity with the International Dock Safety Convention, covering the duration of each voyage and confirming that all the gears have been duly tested. The gear certificate shall be made available by the Master of the vessel to the representative of the SELLER for verification before/on berthing of the vessel at the loading port, in any case prior to commencement of loading. Similarly, the next shipment hatchwise loading plan for the Materials shall be furnished by the Master of Miltenyi Product to Autolus, any quantities ordered pursuant to an accepted Purchase Order but not actually delivered the vessel before/on the designated Delivery date. If a delay in any such Delivery of Miltenyi Products exceeds [***], then Autolus may require a pro rata reduction in its then-current [***] Forecast to account for such delayberthing.

Appears in 1 contract

Samples: Agreement for Sale

Delivery; Shipment. (a) Each quantity Delivery dates communicated or acknowledged by Spondoolies in the Order Confirmation are approximate only, and are dependent upon supply chain interruptions and stoppages, development delays, and other factors. Therefore, Purchaser shall not rely upon, and Spondoolies shall not be liable under whatsoever circumstances for any other estimation statement of Miltenyi Product(s) ordered by Autolus in a particular Purchase Order pursuant to this Agreement shall be delivered [***] (Incoterms 2010) [***] by expectation when delivery of the shipped goods to [***], in adequate packaging and [***], on the Delivery Date (“Delivery”)will occur. (b) Each Title to Product(s) passes from Spondoolies to the Purchaser upon shipment of Miltenyi Products shall be [***] on or collection. Product is delivered to the agreed delivery date(s) (each, a “Delivery Date”) confirmed by Miltenyi for the applicable Purchase Order Purchaser Ex-Works in accordance with applicable Lead Time(s)INCOTERMS 2010. Shipping, handling and tax are additional unless otherwise expressly indicated in the Order Confirmation. Loss or damage that occurs during normal business hours shipping by a carrier is Your responsibility. You must notify Spondoolies within fourteen (Monday to Friday, excluding statutory holidays14) unless special arrangements are agreed to by Miltenyi in writing. [***] shall be responsible for all arrangements regarding loading, shipment, insurance from Miltenyi’s Facility to the ultimate destination and import customs clearances at the destination country, except as otherwise agreed by the Parties in writing. Alternatively, upon [***] written request, [***] shall make all necessary shipping arrangements on behalf of [***] with a [***]. [***] shall provide [***] with a list of approved carriers. [***] also shall be responsible for all days of the following costs and charges, as applicable: loading charges date of the designated carrier, freight charges and other shipping expenses [***], expenses for insurance receipt of goods during transit, import customs clearances. Product if you believe that any part of Your purchased Product is missing or wrong or damaged; (c) Upon DeliveryDead On Arrival (DOA) – Product(s) and/or service(s) received by you which are dead on arrival (“DOA”) are defined as Products that fail to function substantially in accordance with published specifications due to defects in manufacturing or materials during the first fourteen (14) days from the date of their purchase (the “DOA Period”). Proof of purchase of the DOA Product satisfactory to Spondoolies will be required. In the event a Product is DOA, Autolus You are required to do the following: (i) notify Spondoolies within the DOA Period that the Product is DOA (including a description of the circumstances thereof); (ii) return the DOA Product to Spondoolies within thirty (30) days of reporting the DOA; (iii) deliver to Spondoolies within the DOA Period proof acceptable to Spondoolies indicating that the Product is DOA; (iv) provide Spondoolies with all documentation and information that Spondoolies requests; and (v) follow Spondoolies’ standard DOA return procedure by obtaining a return merchandise authorization ("RMA") directly from Spondoolies. Subject to Your satisfaction of these requirements, Spondoolies shall [***] verify have the gross following obligations with respect to DOA Products: (1) upon receipt of notification from you of the DOA Product, Spondoolies will attempt to remotely validate the failure of the Product; (2) upon validation of the DOA, an RMA number will be created, and visually observable physical integrity of all Miltenyi based on availability Spondoolies will endeavor to ship the replacement Product packaging [***] and to acknowledge proper from Spondoolies’ headquarters within three business days following validation that the Product is DOA; (3) upon receipt of the Miltenyi Products DOA Product, Spondoolies or manufacturer will subject the DOA Product to hands-on diagnostic confirmation of the failure by signing technical support engineers. If Spondoolies determines that the relevant transport documentation. Product is not DOA, or if the DOA Product is not received at Spondoolies’ location within the thirty (30) day period for returning the DOA Product following notification as set forth above, You will be charged the current list price for the Product shipped to You; (d) Miltenyi shall have The Products will be delivered to the Miltenyi Products appropriately labelled with a traceable lot or batch number and packaged for shipping delivery address specified by the Purchaser in commercial packaging materials in compliance with Agreed Standards, Miltenyi’s standard procedures and, the applicable Quality AgreementOrder. (e) Quantities actually Delivered The Purchaser is not entitled to Autolus refuse acceptance of the Products, or Autolus’ designee pursuant make claims for compensation due to an accepted Purchase Order any delayed delivery; and (f) Spondoolies may not vary from need to charge the quantities reflected in such Purchase Order without Autolus’ prior written consent; provided, however, that if Autolus so consents to Purchaser with a variance in quantities actually Delivered (as compared to quantities set forth in an accepted Purchase Order), Autolus shall only be invoiced and required to pay further handling fee for each incorrect or incomplete delivery information provided by the quantities of Miltenyi Product that Miltenyi actually Delivered to Autolus or Autolus’ designee. In the event that Autolus consents to accept Delivery of less that the quantities of Miltenyi Product in an accepted Purchase Order, Miltenyi shall include, in the next shipment of Miltenyi Product to Autolus, any quantities ordered pursuant to an accepted Purchase Order but not actually delivered on the designated Delivery date. If a delay in any such Delivery of Miltenyi Products exceeds [***], then Autolus may require a pro rata reduction in its then-current [***] Forecast to account for such delayPurchaser.

Appears in 1 contract

Samples: Purchase Order Agreement (Bitcoin Shop Inc.)

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Delivery; Shipment. 5.1 The SELLER shall deliver the Materials free in the holds of the vessel(s) nominated by BUYER and accepted by the SELLER as per these terms and conditions in one or more safe berths reachable on arrival always afloat at loading port which shall be Visakhapatnam, India. Unless financial arrangement is made by the BUYER as per clause 6 below or otherwise as agreed by SELLER, the SELLER is not obliged to confirm delivery. 5.2 The BUYER shall nominate the vessel with cancellation date of laycan falling within 7 days from the date of SELLER’s NOR. The validity of the Letter of Credit for shipment and negotiation shall be extended by the Buyer, if required accordingly. Subject to acceptance by the Seller of vessel(s) nominated by the Buyer and subject to the arrival of such vessel(s) at the load port within the agreed laycan, the Seller shall deliver the materials on FOB load port terms. The vessel shall not be more than 25 years old and the BUYER shall take into account limitations of the Visakhapatnam Port Trust, such as, maximum LOA of 182.90 mts, maximum beam length of 32.50 mts and maximum laden draught of vessels as 10.06 mts in some berths and 11 mts in others. In case of GPL, LOA of 240 mts, maximum beam length of 28 mts and maximum laden draught of vessels as 14.0 mts. 5.2.1 In case there is a delay by the SELLER to confirm Notice of readiness of materials and the BUYER had made financial arrangements as agreed, the BUYER has the option to cancel the contract or take the delivery of the material at the contract price and terms within a period of 90 days beyond the originally agreed delivery period. 5.3 While nominating a vessel the BUYER shall communicate following particulars for the nomination: (a) Each quantity of Miltenyi Product(s) ordered by Autolus in a particular Purchase Order pursuant to this Agreement shall be delivered [***] (Incoterms 2010) [***] by delivery Name of the shipped goods to [***], in adequate packaging and [***], on the Delivery Date (“Delivery”).Vessel (b) Each shipment Year of Miltenyi Products shall be [***] on the agreed delivery date(s) (each, a “Delivery Date”) confirmed by Miltenyi for the applicable Purchase Order in accordance with applicable Lead Time(s), during normal business hours (Monday to Friday, excluding statutory holidays) unless special arrangements are agreed to by Miltenyi in writing. [***] shall be responsible for all arrangements regarding loading, shipment, insurance from Miltenyi’s Facility to the ultimate destination and import customs clearances at the destination country, except as otherwise agreed by the Parties in writing. Alternatively, upon [***] written request, [***] shall make all necessary shipping arrangements on behalf of [***] with a [***]. [***] shall provide [***] with a list of approved carriers. [***] also shall be responsible for all of the following costs and charges, as applicable: loading charges of the designated carrier, freight charges and other shipping expenses [***], expenses for insurance of goods during transit, import customs clearances. built & Flag (c) Upon Delivery, Autolus shall [***] verify the gross and visually observable physical integrity of all Miltenyi Product packaging [***] and to acknowledge proper receipt of the Miltenyi Products by signing the relevant transport documentation.Classification (d) Miltenyi shall have the Miltenyi Products appropriately labelled with a traceable lot or batch number and packaged for shipping in commercial packaging materials in compliance with Agreed Standards, Miltenyi’s standard procedures and, the applicable Quality AgreementLOA/Beam/Draft at max DWT. (e) Quantities actually Delivered Loadable tonnage/ nominal tonnage for delivery (f) No of Decks: (single xxxxxx/TWEEN xxxxxx if TWEEN, the third deck, if any) (g) No of Holds/Hatches (h) Hatch Openings: Weather deck/ Tween deck (i) Type of hatch covers: Weather deck/ Tween deck (j) Cargo gear capacity: Cranes - single swinging Derricks-Configuration Hatchwise -Derricks working in union purchase-not acceptable (k) ETA/ laydate/cancellation date at load port 5.3.1 The SELLER is entitled to Autolus or Autolus’ designee pursuant to an accepted Purchase Order may not vary following additional information if required: (l) Original name of vessel if changed at present (m) Whether disponently owned (n) Owners P & I Club (o) Disponent Owners P & I Club (p) Last special survey (q) Last dry docking (r) Position of engines 5.4 The vessel nominated by the BUYER shall be geared and equipped with cranes/ derricks capable of lifting minimum specified tonnage at a time as below from the quantities reflected wharf and placing the materials in such Purchase Order without Autolus’ prior written consent; providedthe places of the hatches including wing spaces and having minimum four available hatches. The SELLER shall guarantee a loading rate of 2000 MT per weather working day of 24 consecutive hours Sundays, howeverholidays and non-weather working days excepted even if used (2000 MT PWWD SASHEXEIU) for Steel Products and a rate of 4000 MT PWWD SASHEXEIU for Pig Iron subject to these terms and conditions on the basis of five or more available workable hatches or hooks, that if Autolus so consents whichever is less. The SELLER is not obliged to accept vessels with gear capacities, less than what is specified below or vessels offering less than three hooks. If due to any reason, a variance vessel is accepted with lower gear capacity or lesser number of hatches/hooks, the load rate shall be reduced prorata. The rate of demurage/despatch shall be as mentioned in quantities actually Delivered (the below table: In case any / all vessel gears are not suitable for loading the cargo, due to any reason and in case buyer provides shore For RASHTRIYA ISPAT XXXXX LTD For BUYER(With Date and Seal) REF: VSP/MKTG/ITD/2018-19/ST/NIT 12 DT.02/08/2018 crane berths and shore cranes at his cost the same will be considered as compared to quantities set forth in an accepted Purchase Order), Autolus shall only be invoiced and required to pay gear for the quantities purpose of Miltenyi Product that Miltenyi actually Delivered to Autolus or Autolus’ designeelaytime calculations. In such an event waiting time for getting shore crane berth shall be excluded from time used. In case any hatch is doubled up, it shall be considered as double hatch only when two cranes that are capable of being worked by two gangs simultaneously are made available for not less than 75% of loading time of that hatch. Product Nom.Quantity for delivery Gear Demurrage/ Capacity Despatch (MT) MT USD (MIN) per day Pig Iron 10000 or below 15 NIL /NIL Pig Iron >10000-20000 20 4000/2000 Pig Iron >20000 20 6000/3000 Steel 10000 or below 00 XXX /XXX XXX Steel >10000 -20000 15 5000/2500 Steel >20000 15 6000/3000 Steel OTHERS 10000 or below 15 NIL /NIL Steel 10000- 20000 15 5000/2500 Steel 20000 & above 20 6000/3000 In case buyer nominates vessel with Derricks the event minimum gear capacity should be 25 MT else buyer has to provide shore crane berths with gear capacities as above. NOTE: Union Purchase Type Gear is not acceptable. The loading shall be on CQD basis for cases of NIL demurrage/despatch. It is preferable to have tween xxxxxx for wire rods and single xxxxxx for pig iron. Stacking below wing space will be three high for wire rods, above which the coils will be rolled on plates below the wing space and drop stowed in the hatch openings. Tank tops should be able to support forklift along with materials for loading steel cargo. Tank top strength should be 10T/M2 in respect of 3T forklift for 3 high stacking and 16T/M2 for 10T forklift for 4 high stacking. All cargo except WRC will be drop stowed in the hatch opening within the reach of vessel cranes only. If one or more parties nominate a vessel for lifting part quantity of pig iron in different sale contracts, the dem/dis amount shall be calculated as per the rates applicable for the total quantity loaded in the vessel by all parties concerned and the dem/dis amount so arrived shall be payable on prorata basis as per the quantities lifted by the respective individual parties /in different sale contracts. In case party nominates part vessels for steel consignment, the despatch / demurrage calculations will be made based on per working per hatch per day or per workable hatch per day basis as given below : "PER WORKING HATCH PER DAY" or "PER WORKABLE HATCH PER DAY" - means that Autolus consents laytime is to accept Delivery be calculated by dividing the "quantity of less cargo in the hold with the largest quantity" by the result of multiplying the agreed daily rate per working or workable hatch by the number of hatches serving that hold. Thus : Largest Quantity in one hold Laytime = = days Daily Rate per Hatch X Number of Hatches serving that hold Laytime used shall be corresponding to the hold in which largest quantity is loaded with allowable exceptions as per our standard terms and conditions. The time spent for loading cargo in all other holds will not count as laytime. 5.5 The SELLER shall communicate acceptance/non-acceptance within next working day and with reasons in case of non-acceptance. However, the SELLER is not obliged to consider any nomination of the vessel unless financial arrangement is made by the BUYER as agreed. 5.6 Upon arrival of the vessel within the limits of the loading port and after (A) ensuring that the quantities hatches/holds of Miltenyi Product the vessel have been thoroughly cleaned, (B) obtaining free pretique and (C) ensuring that the vessel is load-ready in all respects, including filing of necessary papers with Port/Customs Authorities by the vessel agent. the Master of the vessel shall serve the Notice of readiness of the vessel to load the Materials (i.e. Master's N/R) on the port office of the SELLER/Seller’s Stevedoring Agent at the loading port, during normal office hours which are 9.30 AM to 4.30 PM from Monday to Saturday. The master's N/R shall not be served on Sundays/ Port holidays/ Charter Party holidays/Non – weather working days. 5.7 Upon arrival of the vessel within the limits of the loading port or at any time later till completion of loading, if the SELLER or the load port authorities consider that the cranes/ gears of the vessel are not capable of lifting the materials of the weights and dimensions as agreed, from the wharf and placing the material inside the hatches as required for loading, the SELLER has a right to reject the vessel outright without any liability including dead freight and all other For RASHTRIYA ISPAT XXXXX LTD For BUYER(With Date and Seal) R ef REF: VSP/MKTG/ITD/2018-19/ST/NIT 12 DT.02/08/2018 consequences/losses arising thereof. In case it is considered that the gears are not capable of maintaining the loading rate guaranteed, the SELLER has a right to assessment by an accepted Purchase Orderindependent marine surveyor to determine such load rate and the same shall be binding on the BUYER. In case the surveyors find the gears not capable of loading from wharf to any part of the hatches, Miltenyi nomination/ acceptance stands cancelled with no risks/ costs to the SELLER and the charges of the independent marine surveyor shall includebe borne by BUYER. 5.8 The BUYER shall ensure that the charter party governing the shipment shall, inter-alia, include following provisions: 5.8.1 The ship owners shall appoint their own agents at load port. 5.8.2 The ship owners shall bear all ports dues/charges/levies except port loading charges, tonnage dues, light dues and other taxes, assessments and charges which are customarily payable by shippers. 5.8.3 Three days prior to ETA of vessel at load port, the master of the vessel shall give telex/cable/fax intimation to the SELLER. 5.8.4 Thereafter at the interval of 48 hrs/24 hrs before the ETA of the vessel, master of the vessel shall send telex/cable/radio messages regarding the ETA of the vessel to the SELLER and as well as to the Port office of the SELLER. 5.8.5 Each vessel shall hold a valid gear certificate in conformity with the International Dock Safety Convention, covering the duration of each voyage and confirming that all the gears have been duly tested. The gear certificate shall be made available by the Master of the vessel to the representative of the SELLER for verification before/on berthing of the vessel at the loading port, in any case prior to commencement of loading. Similarly, the next shipment hatchwise loading plan for the Materials shall be furnished by the Master of Miltenyi Product to Autolus, any quantities ordered pursuant to an accepted Purchase Order but not actually delivered the vessel before/on the designated Delivery date. If a delay in any such Delivery of Miltenyi Products exceeds [***], then Autolus may require a pro rata reduction in its then-current [***] Forecast to account for such delayberthing.

Appears in 1 contract

Samples: Agreement for Sale

Delivery; Shipment. 5.1 The SELLER shall deliver the Materials free in the holds of the vessel(s) nominated by BUYER and accepted by the SELLER as per these terms and conditions in one or more safe berths reachable on arrival always afloat at loading port which shall be Visakhapatnam, India. Unless financial arrangement is made by the BUYER as per clause 6. below or otherwise as agreed by SELLER, the SELLER is not obliged to confirm delivery. 5.2 The BUYER shall nominate a vessel not more than 25 years old with lay date/ cancellation date within 30 days of SELLER's notice of readiness of materials for shipment or within the laydays in case given by the SELLER or acceptable to the SELLER whichever is earlier. The BUYER shall take into account limitations of the port such as, maximum LOA of 182 mts, maximum beam length of 30.48 mts and maximum laden draught of vessels as 9.448 mts in some berths and 10.06 mts in others. 5.2.1 In case there is a delay by the SELLER to confirm notice of readiness of materials and the BUYER had made financial arrangements as agreed, the BUYER has the option to cancel the contract or take the delivery of the material at the contract price & terms within a period of 90 days beyond the originally agreed delivery period. 5.3 While nominating a vessel the BUYER shall communicate following particulars for the nomination: (a) Each quantity of Miltenyi Product(s) ordered by Autolus in a particular Purchase Order pursuant to this Agreement shall be delivered [***] (Incoterms 2010) [***] by delivery Name of the shipped goods to [***], in adequate packaging and [***], on the Delivery Date (“Delivery”).Vessel (b) Each shipment Year of Miltenyi Products shall be [***] on the agreed delivery date(s) (each, a “Delivery Date”) confirmed by Miltenyi for the applicable Purchase Order in accordance with applicable Lead Time(s), during normal business hours (Monday to Friday, excluding statutory holidays) unless special arrangements are agreed to by Miltenyi in writing. [***] shall be responsible for all arrangements regarding loading, shipment, insurance from Miltenyi’s Facility to the ultimate destination and import customs clearances at the destination country, except as otherwise agreed by the Parties in writing. Alternatively, upon [***] written request, [***] shall make all necessary shipping arrangements on behalf of [***] with a [***]. [***] shall provide [***] with a list of approved carriers. [***] also shall be responsible for all of the following costs and charges, as applicable: loading charges of the designated carrier, freight charges and other shipping expenses [***], expenses for insurance of goods during transit, import customs clearances. built & Flag (c) Upon Delivery, Autolus shall [***] verify the gross and visually observable physical integrity of all Miltenyi Product packaging [***] and to acknowledge proper receipt of the Miltenyi Products by signing the relevant transport documentation.Classification (d) Miltenyi shall have the Miltenyi Products appropriately labelled with a traceable lot or batch number and packaged for shipping in commercial packaging materials in compliance with Agreed Standards, Miltenyi’s standard procedures and, the applicable Quality AgreementLOA/Beam/Draft at max DWT. (e) Quantities actually Delivered Loadable tonnage/ nominal tonnage for delivery (f) No of Decks: (single xxxxxx/TWEEN xxxxxx if TWEEN, the third deck, if any) (g) No of Holds/Hatches (h) Hatch Openings: Weather deck/ Tween deck (i) Type of hatch covers: Weather deck/ Tween deck (j) Cargo gear capacity: Cranes - single swinging Derricks-Configuration Hatchwise –Derricks working in union purchase-not acceptable (k) ETA/ laydate/cancellation date at load port 5.3.1 The SELLER is entitled to Autolus or Autolus’ designee pursuant to an accepted Purchase Order may not vary following additional information if required: (l) Original name of vessel if changed at present (m) Whether disponently owned (n) Owners P & I Club (o) Disponent Owners P & I Club (p) Last special survey (q) Last dry docking (r) Position of engines 5.4 The vessel nominated by the BUYER shall be geared and equipped with cranes/ derricks capable of lifting minimum specified tonnage at a time as below from the quantities reflected wharf and placing the materials in such Purchase Order without Autolus’ prior written consent; providedthe places of the hatches including wing spaces and having minimum four available hatches. The SELLER shall guarantee a loading rate of 2000 MT per weather working day of 24 consecutive hours Sundays, howeverholidays and non-weather working days excepted even if used (2000 MT PWWD SASHEXEIU) for Steel Products and a rate of 4000 MT PWWD SASHEXEIU for Pig Iron subject to these terms and conditions on the basis of five or more available workable hatches or hooks, that if Autolus so consents whichever is less. The SELLER is not obliged to accept vessels with gear capacities, less than what is specified below or vessels offering less than three hooks. If due to any reason, a variance vessel is accepted with lower gear capacity or lesser number of hatches/hooks, the load rate shall be reduced prorata. The rate of demurage/despatch shall be as mentioned in quantities actually Delivered (the below table: In case any / all vessel gears are not suitable for loading the cargo, due to any reason and in case buyer provides shore crane berths & shore cranes at his cost the same will be considered as compared to quantities set forth in an accepted Purchase Order), Autolus shall only be invoiced and required to pay gear for the quantities purpose of Miltenyi Product that Miltenyi actually Delivered to Autolus or Autolus’ designeelaytime calculations. In such an event waiting time for getting shore crane berth shall be excluded from time used. In case any hatch is doubled up, it shall be considered as double hatch only when two cranes that are capable of being worked by two gangs simultaneously are made available for not less than 75% of loading time of that hatch. ---------------------------------------------------------- (MT) MT (MIN) USD per day ---------------------------------------------------------- Pig Iron 10000 or below 15 NIL /NIL Pig Iron >10000- 20000 20 4000/2000 Pig Iron >20000 20 6000/3000 Xxxxx XXX 00000 or below 10 NIL /NIL Steel >10000 -20000 15 5000/2500 Steel >20000 15 6000/3000 Product Nom.Quantity Gear Demurrage/ for delivary Capacity Despatch Steel OTHERS 10000 or below 15 NIL /NIL Steel 10000- 20000 15 5000/2500 Steel 20000 & above 20 6000/3000 ---------------------------------------------------------- In case buyer nominates vessel with Derricks the event that Autolus consents minimum gear capacity should be 25 MT else buyer has to accept Delivery provide shore crane berths with gear capacities as above. NOTE: Union Purchase Type Gear is not acceptable. The loading shall be on CQD basis for cases of less that NIL demurrage/despatch. It is preferable to have tween xxxxxx for wire rods and single xxxxxx for pig iron. Stacking below wing space will be three high for wire rods, above which the coils will be rolled on plates below the wing space and drop stowed in the hatch openings. Tank tops should be able to support forklift along with materials for loading steel cargo. Tank top strength should be 10T/M2 in respect of 3T forklift for 3 high stacking and 16T/M2 for 10T forklift for 4 high stacking. All cargo except WRC will be drop stowed in the hatch opening with in the reach of vessel cranes only. If one or more parties nominate a vessel for lifting part quantity of pig iron in different sale contracts, the dem/dis amount shall be calculated as per the rates applicable for the total quantity loaded in the vessel by all parties concerned and the dem/dis amount so arrived shall be payable on prorata basis as per the quantities of Miltenyi Product in an accepted Purchase Orderlifted by the respective individual parties /in different sale contracts. In case party nominates part vessels for steel consignment, Miltenyi shall include, in the next shipment of Miltenyi Product to Autolus, any quantities ordered pursuant to an accepted Purchase Order but not actually delivered despatch / demurrage calculations will be made based on the designated Delivery date. If a delay in any such Delivery of Miltenyi Products exceeds [***], then Autolus may require a pro rata reduction in its then-current [***] Forecast to account for such delay.per working per hatch per day or per workable hatch per day basis as given below :

Appears in 1 contract

Samples: Agreement for Sale

Delivery; Shipment. (a) Each quantity of Miltenyi Product(s) ordered by Autolus in a particular Purchase Order pursuant to this Agreement The Material shall be delivered [***] by Seller to Buyer EXW (Incoterms 2010Incoterms® 2020) [***] by delivery the applicable North American Spoke, together with the following documents: • Documentation proving release from Seller to Buyer of the shipped goods Material including inter alia: • Holding and Title Certificate issued by Seller to [***]Buyer’s order; or • Truck or railway bills of lading provided by Buyer; • Seller’s provisional commercial invoice (where Seller has elected to use the Working Capital Facility) or pro forma invoice (where Seller has not elected to use the Working Capital Facility) in any case to be delivered not later than one day from delivery date; • Seller’s certificate of origin; • Seller’s provisional weights and assays certificates indicating all metal contents on a lot-by-lot basis; • Packing lists issued by the Seller, in adequate packaging showing net quantity per unit of packing; • Safety Data Sheet (SDS); and [***], on the Delivery Date (“Delivery”). (b) Each shipment of Miltenyi Products shall be [***] on the agreed delivery date(s) (each, a “Delivery Date”) confirmed • Any other required documents as requested by Miltenyi Buyer for the applicable Purchase Order safe domestic and international transport and handling of the Materials that are customarily the responsibility of a seller in accordance with applicable Lead Time(sEXW (Incoterms® 2020) (together, “Title Documents”). Each lot of Black Mass delivered to Buyer is expected to have a size of between 18 to 20 MT, during normal business hours (Monday subject to Friday, excluding statutory holidays) unless special arrangements are agreed adjustment by mutual agreement according to by Miltenyi in writingCustomer demand. [***] shall be responsible for all arrangements regarding loading, shipment, insurance from Miltenyi’s Facility Packaging to the ultimate destination and import customs clearances at the destination country, except as otherwise agreed by the Parties in writing. Alternatively, upon [***] written request, [***] shall make all necessary shipping arrangements on behalf of [***] comply with a [***]. [***] shall provide [***] with a list of approved carriers. [***] also shall be responsible for all of the following costs and charges, as applicable: loading charges of the designated carrier, freight charges and other shipping expenses [***], expenses for insurance of goods during transit, import customs clearances. (c) Upon Delivery, Autolus shall [***] verify the gross and visually observable physical integrity of all Miltenyi Product packaging [***] UN3077 packing instructions and to acknowledge proper receipt of the Miltenyi Products by signing the relevant transport documentationbe in UN rated bulk bags for shipment and adjusted as necessary according to Customer demand (including for packaging in a manner suitable for maritime transport). (d) Miltenyi shall have the Miltenyi Products appropriately labelled with a traceable lot or batch number and packaged for shipping in commercial packaging materials in compliance with Agreed Standards, Miltenyi’s standard procedures and, the applicable Quality Agreement. (e) Quantities actually Delivered to Autolus or Autolus’ designee pursuant to an accepted Purchase Order may not vary from the quantities reflected in such Purchase Order without Autolus’ prior written consent; provided, however, that if Autolus so consents to a variance in quantities actually Delivered (as compared to quantities set forth in an accepted Purchase Order), Autolus shall only be invoiced and required to pay for the quantities of Miltenyi Product that Miltenyi actually Delivered to Autolus or Autolus’ designee. In the event that Autolus consents to accept Delivery of less that the quantities of Miltenyi Product in an accepted Purchase Order, Miltenyi shall include, in the next shipment of Miltenyi Product to Autolus, any quantities ordered pursuant to an accepted Purchase Order but not actually delivered on the designated Delivery date. If a delay in any such Delivery of Miltenyi Products exceeds [***], then Autolus may require a pro rata reduction in its then-current [***] Forecast to account for such delay.

Appears in 1 contract

Samples: Marketing, Logistics and Working Capital Agreement (Li-Cycle Holdings Corp.)

Delivery; Shipment. 5.1 The SELLER shall deliver the Materials free in the holds of the vessel(s) nominated by BUYER and accepted by the SELLER as per these terms and conditions in one or more safe berths reachable on arrival always afloat at loading port which shall be Visakhapatnam, India. Unless financial arrangement is made by the BUYER as per clause 6. below or otherwise as agreed by SELLER, the SELLER is not obliged to confirm delivery. 5.2 The BUYER shall nominate a vessel not more than 25 years old with lay date/ cancellation date within 30 days of SELLER's notice of readiness of materials for shipment or within the laydays in case given by the SELLER or acceptable to the SELLER whichever is earlier. The BUYER shall take into account limitations of the port such as, maximum LOA of 182 mts, maximum beam length of 30.48 mts and maximum laden draught of vessels as 9.448 mts in some berths and 10.06 mts in others. 5.2.1 In case there is a delay by the SELLER to confirm notice of readiness of materials and the BUYER had made financial arrangements as agreed, the BUYER has the option to cancel the contract or take the delivery of the material at the contract price & terms within a period of 90 days beyond the originally agreed delivery period. 5.3 While nominating a vessel the BUYER shall communicate following particulars for the nomination: (a) Each quantity of Miltenyi Product(s) ordered by Autolus in a particular Purchase Order pursuant to this Agreement shall be delivered [***] (Incoterms 2010) [***] by delivery Name of the shipped goods to [***], in adequate packaging and [***], on the Delivery Date (“Delivery”).Vessel (b) Each shipment Year of Miltenyi Products shall be [***] on the agreed delivery date(s) (each, a “Delivery Date”) confirmed by Miltenyi for the applicable Purchase Order in accordance with applicable Lead Time(s), during normal business hours (Monday to Friday, excluding statutory holidays) unless special arrangements are agreed to by Miltenyi in writing. [***] shall be responsible for all arrangements regarding loading, shipment, insurance from Miltenyi’s Facility to the ultimate destination and import customs clearances at the destination country, except as otherwise agreed by the Parties in writing. Alternatively, upon [***] written request, [***] shall make all necessary shipping arrangements on behalf of [***] with a [***]. [***] shall provide [***] with a list of approved carriers. [***] also shall be responsible for all of the following costs and charges, as applicable: loading charges of the designated carrier, freight charges and other shipping expenses [***], expenses for insurance of goods during transit, import customs clearances. built & Flag (c) Upon Delivery, Autolus shall [***] verify the gross and visually observable physical integrity of all Miltenyi Product packaging [***] and to acknowledge proper receipt of the Miltenyi Products by signing the relevant transport documentation.Classification (d) Miltenyi shall have the Miltenyi Products appropriately labelled with a traceable lot or batch number and packaged for shipping in commercial packaging materials in compliance with Agreed Standards, Miltenyi’s standard procedures and, the applicable Quality AgreementLOA/Beam/Draft at max DWT. (e) Quantities actually Delivered Loadable tonnage/ nominal tonnage for delivery (f) No of Decks: (single xxxxxx/TWEEN xxxxxx if TWEEN, the third deck, if any) (g) No of Holds/Hatches (h) Hatch Openings: Weather deck/ Tween deck (i) Type of hatch covers: Weather deck/ Tween deck (j) Cargo gear capacity: Cranes - single swinging Derricks-Configuration Hatchwise –Derricks working in union purchase-not acceptable (k) ETA/ laydate/cancellation date at load port 5.3.1 The SELLER is entitled to Autolus or Autolus’ designee pursuant to an accepted Purchase Order may not vary following additional information if required: (l) Original name of vessel if changed at present (m) Whether disponently owned (n) Owners P & I Club (o) Disponent Owners P & I Club (p) Last special survey (q) Last dry docking (r) Position of engines 5.4 The vessel nominated by the BUYER shall be geared and equipped with cranes/ derricks capable of lifting minimum specified tonnage at a time as below from the quantities reflected wharf and placing the materials in such Purchase Order without Autolus’ prior written consent; providedthe places of the hatches including wing spaces and having minimum four available hatches. The SELLER shall guarantee a loading rate of 2000 MT per weather working day of 24 consecutive hours Sundays, howeverholidays and non-weather working days excepted even if used (2000 MT PWWD SASHEXEIU) for Steel Products and a rate of 4000 MT PWWD SASHEXEIU for Pig Iron / Coke subject to these terms and conditions on the basis of five or more available workable hatches or hooks, that if Autolus so consents whichever is less. The SELLER is not obliged to accept vessels with gear capacities, less than what is specified below or vessels offering less than three hooks. If due to any reason, a variance vessel is accepted with lower gear capacity or lesser number of hatches/hooks, the load rate shall be reduced prorata. The rate of demurage/despatch shall be as mentioned in quantities actually Delivered (the below table: In case any / all vessel gears are not suitable for loading the cargo, due to any reason and in case buyer provides shore crane berths & shore cranes at his cost the same will be considered as compared to quantities set forth in an accepted Purchase Order), Autolus shall only be invoiced and required to pay gear for the quantities purpose of Miltenyi Product that Miltenyi actually Delivered to Autolus or Autolus’ designeelaytime calculations. In such an event waiting time for getting shore crane berth shall be excluded from time used. In case any hatch is doubled up, it shall be considered as double hatch only when two cranes that are capable of being worked by two gangs simultaneously are made available for not less than 75% of loading time of that hatch. ---------------------------------------------------------- Product Nom.Quantity Gear Demurrage/ for delivary Capacity Despatch (MT) MT USD (MIN) per day ----------------------------------------------------------- Pig Iron / Coke Pig Iron / 10000 or below 15 NIL /NIL Coke >10000- 20000 20 4000/2000 Pig Iron / Coke >20000 20 6000/3000 Xxxxx XXX 00000 or below 10 NIL /NIL Steel >10000 -20000 15 5000/2500 Steel >20000 15 6000/3000 Steel OTHERS 10000 or below 15 NIL /NIL Steel 10000- 20000 15 5000/2500 Steel 20000 & above 20 6000/3000 ---------------------------------------------------------- In case buyer nominates vessel with Derricks the event that Autolus consents minimum gear capacity should be 25 MT else buyer has to accept Delivery provide shore crane berths with gear capacities as above. NOTE: Union Purchase Type Gear is not acceptable. The loading shall be on CQD basis for cases of less that NIL demurrage/despatch. It is preferable to have tween xxxxxx for wire rods and single xxxxxx for pig iron. Stacking below wing space will be three high for wire rods, above which the coils will be rolled on plates below the wing space and drop stowed in the hatch openings. Tank tops should be able to support forklift along with materials for loading steel cargo. Tank top strength should be 10T/M2 in respect of 3T forklift for 3 high stacking and 16T/M2 for 10T forklift for 4 high stacking. All cargo except WRC will be drop stowed in the hatch opening with in the reach of vessel cranes only. If one or more parties nominate a vessel for lifting part quantity of Pig Iron / Coke in different sale contracts, the dem/dis amount shall be calculated as per the rates applicable for the total quantity loaded in the vessel by all parties concerned and the dem/dis amount so arrived shall be payable on prorata basis as per the quantities of Miltenyi Product in an accepted Purchase Orderlifted by the respective individual parties /in different sale contracts. In case party nominates part vessels for steel consignment, Miltenyi shall include, in the next shipment of Miltenyi Product to Autolus, any quantities ordered pursuant to an accepted Purchase Order but not actually delivered despatch / demurrage calculations will be made based on the designated Delivery date. If a delay in any such Delivery of Miltenyi Products exceeds [***], then Autolus may require a pro rata reduction in its then-current [***] Forecast to account for such delay.per working per hatch per day or per workable hatch per day basis as given below :

Appears in 1 contract

Samples: Agreement for Sale

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