Common use of Delivery, Title and Risk Clause in Contracts

Delivery, Title and Risk. 4.1 The Supplier shall be responsible for the cost of delivery, packaging, insurance, unloading, and adequate protection of all Goods delivered to the Location until completion in accordance with clause 4.4. 4.2 The Supplier shall ensure at its own cost that: 4.2.1 the Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition; 4.2.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any) the type and quantity of the Goods (including the HS code number of the Goods, where applicable); and 4.2.3 on delivery of the Goods ELECTRA is supplied: a) with all operating and safety instructions and manuals and licences, that warning notices are clearly displayed, and other information as may be necessary for their proper use and operation, maintenance, and repair for ELECTRA to accept delivery of the Goods; and b) a list by name and description of any hazardous or harmful or potentially hazardous or harmful properties or ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. ELECTRA will rely on the supply of such information from the Supplier to satisfy its own obligations to the Customer. 4.3 The Supplier shall deliver the Goods: 4.3.1 on the Delivery Date; 4.3.2 at the Location; and 4.3.3 during the Location’s business hours, or as instructed. 4.4 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Location. Time is of the essence in relation to the Delivery Date. 4.5 ELECTRA may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations. 4.6 If following such inspection or testing ELECTRA considers that the Goods do not conform or are likely to comply with the Supplier’s undertakings at clause 3, ELECTRA shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 4.7 Title and risk in the Goods shall pass to ELECTRA on completion of delivery.

Delivery, Title and Risk. 4.1 (a) Until the Purchaser has paid the full price for the Goods supplied under each contract: (i) the Seller is and remains the legal and equitable owner of the Goods; (ii) the Purchaser holds the Goods as a fiduciary Bailee for the Seller and must store the Goods safely and in a manner that clearly shows the ownership of the Seller; and (iii) the Purchaser grants to the Seller, its employees and authorised representatives an irrevocable licence to enter the Purchaser’s premises (or any other premises either under the control of the Purchaser or where the Goods are stored on behalf of the Purchaser) at any time to inspect the Goods and, if the Purchaser defaults in paying for those Goods, to take reasonable steps to take possession of the Goods without liability for trespass, negligence, payment of any compensation to the Purchaser or other person or otherwise. Any exercise of this right is without prejudice to any other rights the Seller has against the Purchaser, including the right at all times to make a claim against the Purchaser for the invoiced price of the Goods, when due and payable. (b) Clause 4(a) also applies until the Purchaser; (i) has paid all monies owing to the Seller on any account whatsoever, including any costs incurred by the Seller because of the Purchaser’s failure to pay or late payment of any such monies and the costs incurred by the Seller in recovering the Goods from the Purchaser; and (ii) has complied with all of its obligations under these terms and conditions. (c) Notwithstanding clause 4(a), the Purchaser may, subject to clause 4(d), re-sell and deliver the Goods in the ordinary course of its business but if the Purchaser: (i) is paid for that sale, the Purchaser holds all of the proceeds of sale on trust for the Seller and must promptly pay those proceeds to the Seller (keeping them separate and identifiable from the Purchaser’s other funds until it has done so); (ii) intermingles those proceeds of sale with the Purchaser’s other funds, the Purchaser acknowledges that the Seller has a beneficial interest in those intermingled funds to the extent of the monies owing by the Purchaser to the Seller at any time; and (iii) is not paid for that sale, the Purchaser must assign to the Seller, if the Seller so elects by notice in writing, its claim against the person who bought the Goods from the Purchaser. For this purpose the Purchaser irrevocably appoints the Seller as the Purchaser’s attorney. (d) The Supplier shall Purchaser’s rights to re-sell the Goods pursuant to clause 4(c) cease if the Seller exercises its right to the return of the Goods pursuant to clause 4. The Purchaser also acknowledges that any purported exercise of its rights under clause 5(c) once the Seller elects to exercise its rights for the return of the goods (either by notice in writing to the Purchaser or by physical recovery of the Goods pursuant to clause 54a)) would be responsible outside the ordinary course of the Purchaser’s business. (e) If the Purchaser makes a new object from the Goods (whether finished or not), mixes the Goods with other goods or the Goods otherwise become part of other goods (Combined Goods) then clauses 4(a), 4(b) and 4(c) apply to the Combined Goods as if each reference in those clauses to Goods was a reference to Combined Goods. For these purposes, ownership of the Combined Goods passes from the Purchaser to the Seller at the beginning of the first operation by which the Goods become Combined Goods. (f) Payment for Goods occurs only when payment is made in full to the Seller’s nominated bank account in cleared funds. Terms and Conditions of Sale (g) Notwithstanding the operation of this clause, risk in the Goods (including responsibility for insurance) passes to the Purchaser upon delivery of the Goods to the Purchaser. Delivery of the Goods to a carrier nominated by the Purchaser constitutes delivery to the Purchaser (regardless of who pays for freight). Each sub-clause of this clause is intended to operate separately from the rest. If any sub-clause of this clause is held to be invalid then it will be severed from the rest of the clause (which continues in full force). (h) The Seller will make all reasonable efforts to meet any date for delivery of the Goods agreed between the Seller and the Purchaser. Where a delay in delivery is caused by Force Majeure the time for delivery is extended by a reasonable period. (i) The Seller reserves the right to dispatch the Purchaser’s order in one delivery or by instalments. Where the Seller acknowledges an order which provides for delivery by instalment the Seller is entitled to separate payment for each instalment delivered (as if it were a separate contract) but failure to deliver any instalment does not entitle the Purchaser to repudiate the contract as to any remaining instalments. (j) All statements or forecasts of delivery times made by the Seller are made in good faith but are estimates only, not commitments. The Seller is not bound by any such estimate. (k) Where the Purchaser requests a particular method of delivery and the Seller agrees in writing then the Purchaser must pay for the cost of delivery by that method from the point of dispatch of the Goods by the Seller. Otherwise the Seller will select the method of delivery, packaging, insurance, unloading, . (l) The Seller’s liability for shortages in the quantity of the Goods is limited to making up the shortages. The Seller is not liable for any claim for shortages in quantity unless the Purchaser notifies the Seller of the shortages in writing within 7 days of delivery and adequate protection of provides the Seller a reasonable opportunity to take all Goods delivered necessary steps to investigate the claim. (m) Claims made for damage or loss in transit must be made against the carrier in the prescribed manner. (n) Prior to acknowledging delivery to the Location until completion in accordance with clause 4.4carrier the Purchaser must ensure that the complete consignment as per the carrier’s note has been received. If there is a shortage or visible damage to the outer packaging of the Goods then the Purchaser must endorse the carrier’s note accordingly. 4.2 (o) The Supplier shall ensure at its own cost that: 4.2.1 Seller is not responsible for any loss or damage to the Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition; 4.2.2 each caused by or arising from transport or delivery of the Goods is accompanied by a delivery note which shows both when the date of the Purchase Order, the Purchase Order number (if any) the type and quantity of Seller has not packed the Goods and when the Purchaser has nominated a carrier. (including p) Without limiting the HS code number generality of the Goodsclauses 4(h) and (q), where applicable); and 4.2.3 on if delivery of the Goods ELECTRA by the Seller is supplied:delayed by: (i) The Purchaser’s failure to return to the Seller within 14 days of the submission date the drawings submitted by the Seller; or (ii) The Purchaser varying the order after it has been accepted by the Seller, the Seller may in its absolute discretion review the order and vary the Price and delivery date accordingly. a(q) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with all operating and safety instructions and manuals and licences, that warning notices are clearly displayed, and other information as may be necessary for their proper use and operation, maintenance, and repair for ELECTRA to accept any delay in delivery of the Goods; and b) a list by name and description of any hazardous or harmful or potentially hazardous or harmful properties or ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. ELECTRA will rely on the supply of such information from the Supplier to satisfy its own obligations to the Customer. 4.3 The Supplier shall deliver the Goods: 4.3.1 on the Delivery Date; 4.3.2 at the Location; and 4.3.3 during the Location’s business hours, or as instructed. 4.4 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Location. Time is of the essence in relation to the Delivery Date. 4.5 ELECTRA may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations. 4.6 If following such inspection or testing ELECTRA considers that the Goods do not conform or are likely to comply with the Supplier’s undertakings at clause 3, ELECTRA shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 4.7 Title and risk in the Goods shall pass to ELECTRA on completion of delivery.

Delivery, Title and Risk. 4.1 The Supplier shall be responsible for the cost of delivery, packaging, insurance, unloading, and adequate protection of all Goods delivered to the Location until completion in accordance with clause 4.4. 4.2 The Supplier shall ensure at its own cost that: 4.2.1 the Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition; 4.2.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any) the type and quantity of the Goods (including the HS code number of the Goods, where applicable); and 4.2.3 on delivery of the Goods ELECTRA MAESTRA is supplied: (a) with all operating and safety instructions and manuals and licences, that warning notices are clearly displayed, and other information as may be necessary for their proper use and operation, maintenance, and repair for ELECTRA to accept delivery of the Goods; andnotices (b) a list by name and description of any hazardous or harmful or potentially hazardous or harmful properties or ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. ELECTRA MAESTRA will rely on the supply of such information from the Supplier in order to satisfy its own obligations to the Customer. 4.3 The Supplier shall deliver the Goods: 4.3.1 on the Delivery Date; 4.3.2 at the Location; and 4.3.3 during the Location’s normal business hours, or as instructed. 4.4 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Location. Time is of the essence in relation to the Delivery Date. 4.5 ELECTRA MAESTRA may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations. 4.6 If following such inspection or testing ELECTRA MAESTRA considers that the Goods do not conform or are not likely to comply with the Supplier’s undertakings at clause 3, ELECTRA MAESTRA shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 4.7 Title and risk in the Goods shall pass to ELECTRA on MAESTRA upon completion of delivery.

Delivery, Title and Risk. 4.1 (a) The Supplier shall Products are to be responsible delivered “DAP” (Incoterms 2020) at the place and date specified in the order and the Seller reserves the right to invoice the Buyer for all delivery costs. ） (b) The risk for the cost Products shall pass to the Buyer at the earlier of (i) when the Products are delivered to the Buyer, the Buyer’s agent, or a person that the Buyer has authorised to accept delivery, or (ii) the agreed date of delivery, packagingif the Buyer fails to take delivery as required under the Contract. (c) The Seller shall retain title and ownership of the Products until receipt of payment in full and until then the Buyer shall: (i) hold the Products on a fiduciary basis as the Seller’s bailee; (ii) store the Products at no cost to Seller separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property; (iii) not destroy, insurance, unloading, and adequate protection of all Goods delivered alter or obscure any trademark or packaging on or relating to the Location until completion Products; and (iv) maintain the Products in satisfactory condition and keep them insured on Seller’s behalf for their full price against all risks. The Seller shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from the Seller. In the event that the Buyer has not paid the full purchase price or if insolvency proceedings are commenced against the Buyer, the Seller or its representative is entitled to recover or resell the Products and to enter the Buyer’s premises for that purpose and such steps shall not affect the Seller’s other rights. (d) The Buyer shall indemnify the Seller against all costs and expenses incurred by the Seller as a result of the Buyer’s failure: (i) to take delivery on the agreed date, or if no such date is specified, within 7 (seven) days of the Seller notification that the Products are ready for collection; or (ii) to provide adequate instructions, documents, licences or consents required to enable the applicable Products and/or Services to be delivered on time. (e) If the Seller has agreed to deliver the Products and/or Services on a specific date and fails to do so, other than for reasons of Force Majeure, the Buyer shall be entitled to cancel such (part of the) order which has not been delivered. The Buyer accepts such right to cancel as its only remedy and expressly waives any other rights. The Seller has the right to communicate any delay or expected delay in delivery to the Buyer in writing together with new delivery date(s). If the Buyer cannot accept the new delivery date(s), Xxxxx remains entitled through written notice to Seller to cancel the order in part or in full. (f) The Buyer shall thoroughly inspect all Products on delivery and notify the Seller as soon as reasonably practicable (within 48 hours of delivery) of any apparent damage to, defect or shortage in, any Products. If the Buyer fails to give such notice, the Products shall be deemed to be in all respects in accordance with clause 4.4the relevant purchase order and accepted by the Buyer, save to the extent that there is a latent defect which is not reasonably obvious on inspection. 4.2 The Supplier shall ensure at its own cost that: 4.2.1 (g) It is the Goods are properly packed Buyer’s responsibility to obtain all licences, exchange control documents and secured in such a manner as to enable them to reach their destination in good condition; 4.2.2 each delivery other consents needed for the import and use of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any) the type and quantity of the Goods (including the HS code number of the Goods, where applicable); and 4.2.3 on delivery of the Goods ELECTRA is supplied: a) with all operating and safety instructions and manuals and licences, that warning notices are clearly displayed, and other information as may be necessary for their proper use and operation, maintenance, and repair for ELECTRA to accept delivery of the Goods; and b) a list by name and description of any hazardous or harmful or potentially hazardous or harmful properties or ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. ELECTRA will rely on the supply of such information from the Supplier to satisfy its own obligations to the Customer. 4.3 The Supplier shall deliver the Goods: 4.3.1 on the Delivery Date; 4.3.2 at the Location; and 4.3.3 during the Location’s business hours, or as instructed. 4.4 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Location. Time is of the essence in relation to the Delivery Date. 4.5 ELECTRA may inspect and test the Goods at any time before deliveryProducts. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and such inspection or testing Buyer shall not reduce be discharged from its obligations under these Conditions if the Buyer fails to obtain a licence or otherwise affect the Supplier’s obligationsother consent(s). 4.6 If following such inspection or testing ELECTRA considers that the Goods do not conform or are likely to comply with the Supplier’s undertakings at clause 3, ELECTRA shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 4.7 Title and risk in the Goods shall pass to ELECTRA on completion of delivery.

Delivery, Title and Risk. 4.1 (a) Until the Purchaser has paid the price for the Goods supplied under each contract: (i) the Seller is and remains the legal and equitable owner of the Goods; (ii) the Purchaser holds the Goods as a fiduciary bailee for the Seller and must store the Goods safely and in a manner that clearly shows the ownership of the Seller; and (iii) the Purchaser grants to the Seller, its employees and authorised representatives an irrevocable licence to enter the Purchaser’s premises (or any other premises either under the control of the Purchaser or where the Goods are stored on behalf of the Purchaser) at any time to inspect the Goods and, if the Purchaser defaults in paying for those Goods, to use reasonable force to take possession of the Goods without liability for trespass, negligence, payment of any compensation to the Purchaser or other person or otherwise. Any exercise of this right is without prejudice to any other rights the Seller has against the Purchaser, including the right at all times to make a claim against the Purchaser for the invoiced price of the Goods, when due and payable. (b) Clause 5(a) also applies until the Purchaser; (i) has paid all monies owing to the Seller on any account whatsoever, including any costs incurred by the Seller because of the Purchaser’s failure to pay or late payment of any such monies and the costs incurred by the Seller in recovering the Goods from the Purchaser; and (ii) has complied with all of its obligations under these terms and conditions. (c) Notwithstanding clause 5(a), the Purchaser may, subject to clause 5(d), re-sell and deliver the Goods in the ordinary course of its business but if the Purchaser: (i) is paid for that sale, the Purchaser holds all of the proceeds of sale on trust for the Seller and must promptly pay those proceeds to the Seller (keeping them separate and identifiable from the Purchaser’s other funds until it has done so); (ii) intermingles those proceeds of sale with the Purchaser’s other funds, the Purchaser acknowledges that the Seller has a beneficial interest in those intermingled funds to the extent of the monies owing by the Purchaser to the Seller at any time; and (iii) is not paid for that sale, the Purchaser must assign to the Seller, if the Seller so elects by notice in writing, its claim against the person who bought the Goods from the Purchaser. For this purpose the Purchaser irrevocably appoints the Seller as the Purchaser’s attorney. (d) The Supplier shall Purchaser’s rights to re-sell the Goods pursuant to clause 5(c) cease if the Seller exercises its right to the return of the Goods pursuant to clause 5. The Purchaser also acknowledges that any purported exercise of its rights under clause 5(c) once the Seller elects to exercise its rights for the return of the goods (either by notice in writing to the Purchaser or by physical recovery of the Goods pursuant to clause 5(a)) would be responsible outside the ordinary course of the Purchaser’s business. (e) If the Purchaser makes a new object from the Goods (whether finished or not), mixes the Goods with other goods or the Goods otherwise become part of other goods (Combined Goods) then clauses 5(a), 5(b) and 5(c) apply to the Combined Goods as if each reference in those clauses to Goods was a reference to Combined Goods. For these purposes, ownership of the Combined Goods passes from the Purchaser to the Seller at the beginning of the first operation by which the Goods become Combined Goods. (f) If the Purchaser pays for Goods by cheque then payment only occurs when all cheques have been presented and cleared in full. (g) Notwithstanding the operation of this clause, risk in the Goods (including responsibility for insurance) passes to the Purchaser upon delivery of the Goods to the Purchaser. Delivery of the Goods to a carrier nominated by the Purchaser constitutes delivery to the Purchaser (regardless of who pays for freight). Each sub-clause of this clause is intended to operate separately from the rest. If any sub-clause of this clause is held to be invalid, then it will be severed from the rest of the clause (which continues in full force). (h) The Seller will make all reasonable efforts to meet any date for delivery of the Goods agreed between the Seller and the Purchaser. Where a delay in delivery is caused by Force Majeure the time for delivery is extended by a reasonable period. (i) The Seller reserves the right to dispatch the Purchaser’s order in one delivery or by installments. Where the Seller acknowledges an order which provides for delivery by installment the Seller is entitled to separate payment for each installment delivered (as if it were a separate contract) but failure to deliver any installment does not entitle the Purchaser to repudiate the contract as to any remaining installments. (j) All statements or forecasts of delivery times made by the Seller are made in good faith but are estimates only, not commitments. The Seller is not bound by any such estimate. (k) Where the Purchaser requests a particular method of delivery and the Seller agrees in writing then the Purchaser must pay for the cost of delivery by that method from the point of dispatch of the Goods by the Seller. Otherwise the Seller will select the method of delivery, packaging, insurance, unloading, . (l) The Seller’s liability for shortages in the quantity of the Goods is limited to making up the shortages. The Seller is not liable for any claim for shortages in quantity unless the Purchaser notifies the Seller of the shortages in writing within 7 days of delivery and adequate protection of provides the Seller a reasonable opportunity to take all Goods delivered necessary steps to investigate the claim. (m) Claims made for damage or loss in transit must be made against the carrier in the prescribed manner. (n) Prior to acknowledging delivery to the Location until completion in accordance with clause 4.4carrier, the Purchaser must ensure that the complete consignment as per the carrier’s note has been received. If there is a shortage or visible damage to the outer packaging of the Goods then the Purchaser must endorse the carrier’s note accordingly. 4.2 (o) The Supplier shall ensure at its own cost that: 4.2.1 Seller is not responsible for any loss or damage to the Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition; 4.2.2 each caused by or arising from transport or delivery of the Goods is accompanied by a delivery note which shows both when the date of the Purchase Order, the Purchase Order number (if any) the type and quantity of Seller has not packed the Goods and when the Purchaser has nominated a carrier. (including p) Without limiting the HS code number generality of the Goodsclauses 5(h) and (q), where applicable); and 4.2.3 on if delivery of the Goods ELECTRA by the Seller is supplied:delayed by The Purchaser varying the order after it has been accepted by the Seller, the Seller may in its absolute discretion review the order and vary the Price and delivery date accordingly. a(q) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with all operating and safety instructions and manuals and licences, that warning notices are clearly displayed, and other information as may be necessary for their proper use and operation, maintenance, and repair for ELECTRA to accept any delay in delivery of the Goods; and b) a list by name and description of any hazardous or harmful or potentially hazardous or harmful properties or ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. ELECTRA will rely on the supply of such information from the Supplier to satisfy its own obligations to the Customer. 4.3 The Supplier shall deliver the Goods: 4.3.1 on the Delivery Date; 4.3.2 at the Location; and 4.3.3 during the Location’s business hours, or as instructed. 4.4 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Location. Time is of the essence in relation to the Delivery Date. 4.5 ELECTRA may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations. 4.6 If following such inspection or testing ELECTRA considers that the Goods do not conform or are likely to comply with the Supplier’s undertakings at clause 3, ELECTRA shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 4.7 Title and risk in the Goods shall pass to ELECTRA on completion of delivery.

Delivery, Title and Risk. 4.1 The Supplier Save as provided in clause 4.6, Incoterms 2010 shall apply to all Products supplied under the Contract, unless stated otherwise in the Contract, all Products shall be responsible delivered FOB Buyer’s Facilities. 4.2 Deliveries shall be made as set out in the Contract, or the invoice where there is no Contract. Any time or date of delivery is an estimate only, and time shall not be of the essence. Should the Seller not make a delivery at the time and / or date specified, the Buyer shall not be entitled to terminate the Contract. 4.3 Seller reserves the right to deliver in instalments and provide a separate invoice for each instalment. 4.4 Risk in the Products shall pass from the Seller to the Buyer when the Products leave the Seller’s, its affiliates or its agent’s facility. 4.5 Title to the Products shall pass from the Seller to the Buyer upon payment for the cost Products in full. Until payment in full is made, the Buyer shall store the Products separately and mark the Products as belonging to the Seller. Before title passes, the Seller reserves the right to enter the Buyer’s premises and recover the Products. Where delivery under one invoice is in instalments, title shall not pass until all Products under that invoice are paid for in full. 4.6 Save in the case of deliverynegligence, packagingthe Seller accepts no liability for any errors, insurance, unloading, damage or loss occurring during the delivery or loading / unloading of the Products. 4.7 Seller is entitled to rely on any oral or written instructions from or given on behalf of the Buyer without further enquiry or verification. 4.8 Xxxxx agrees to pay for the quantity of Products delivered and adequate protection of all Goods has no right to reject or refuse to accept the individual Products or delivery as a whole due to surplus or shortfall. 4.9 Where Products are delivered to the Location until completion in accordance with clause 4.4. 4.2 The Supplier Buyer’s facility or those of its agents or subcontractors, Buyer shall ensure at its own cost that: 4.2.1 a safe place is available for unloading the Goods are properly packed Products and secured in such a manner as to enable them to reach their destination in good condition; 4.2.2 each delivery the required equipment (including Buyer personnel) is provided for prompt and safe unloading of the Goods is accompanied by a delivery note which shows the date of the Purchase OrderProducts. Should these not be provided, the Purchase Order number (if any) the type and quantity of the Goods (including the HS code number of the Goods, where applicable); and 4.2.3 on delivery of the Goods ELECTRA is supplied: a) with all operating and safety instructions and manuals and licences, that warning notices are clearly displayed, and other information as Seller may be necessary for their proper use and operation, maintenance, and repair for ELECTRA to accept delivery of the Goods; and b) a list by name and description of any hazardous or harmful or potentially hazardous or harmful properties or ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. ELECTRA will rely on the supply of such information from the Supplier to satisfy its own obligations to the Customer. 4.3 The Supplier shall deliver the Goods: 4.3.1 on the Delivery Date; 4.3.2 at the Location; and 4.3.3 during the Location’s business hours, or as instructed. 4.4 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Location. Time is of the essence in relation to the Delivery Date. 4.5 ELECTRA may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations. 4.6 If following such inspection or testing ELECTRA considers that the Goods do not conform or are likely to comply with the Supplier’s undertakings at clause 3, ELECTRA shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 4.7 Title and risk in the Goods shall pass to ELECTRA on completion of withhold delivery.

Delivery, Title and Risk. 4.1 (a) Until the Purchaser has paid the price for the Goods supplied under each contract: (i) the Seller is and remains the legal and equitable owner of the Goods; (ii) the Purchaser holds the Goods as a fiduciary bailee for the Seller and must store the Goods safely and in a manner that clearly shows the ownership of the Seller; and (iii) the Purchaser grants to the Seller, its employees and authorised representatives an irrevocable licence to enter the Purchaser’s premises (or any other premises either under the control of the Purchaser or where the Goods are stored on behalf of the Purchaser) at any time to inspect the Goods and, if the Purchaser defaults in paying for those Goods, to use reasonable force to take possession of the Goods without liability for trespass, negligence, payment of any compensation to the Purchaser or other person or otherwise. Any exercise of this right is without prejudice to any other rights the Seller has against the Purchaser, including the right at all times to make a claim against the Purchaser for the invoiced price of the Goods, when due and payable. (b) Clause 5(a) also applies until the Purchaser; (i) has paid all monies owing to the Seller on any account whatsoever, including any costs incurred by the Seller because of the Purchaser’s failure to pay or late payment of any such monies and the costs incurred by the Seller in recovering the Goods from the Purchaser; and (ii) has complied with all of its obligations under these terms and conditions. (c) Notwithstanding clause 5(a), the Purchaser may, subject to clause 5(d), re-sell and deliver the Goods in the ordinary course of its business but if the Purchaser: (i) is paid for that sale, the Purchaser holds all of the proceeds of sale on trust for the Seller and must promptly pay those proceeds to the Seller (keeping them separate and identifiable from the Purchaser’s other funds until it has done so); (ii) intermingles those proceeds of sale with the Purchaser’s other funds, the Purchaser acknowledges that the Seller has a beneficial interest in those intermingled funds to the extent of the monies owing by the Purchaser to the Seller at any time; and (iii) is not paid for that sale, the Purchaser must assign to the Seller, if the Seller so elects by notice in writing, its claim against the person who bought the Goods from the Purchaser. For this purpose the Purchaser irrevocably appoints the Seller as the Purchaser’s attorney. (d) The Supplier shall Purchaser’s rights to re-sell the Goods pursuant to clause 5(c) cease if the Seller exercises its right to the return of the Goods pursuant to clause 5. The Purchaser also acknowledges that any purported exercise of its rights under clause 5(c) once the Seller elects to exercise its rights for the return of the goods (either by notice in writing to the Purchaser or by physical recovery of the Goods pursuant to clause 5(a)) would be responsible outside the ordinary course of the Purchaser’s business. (e) If the Purchaser makes a new object from the Goods (whether finished or not), mixes the Goods with other goods or the Goods otherwise become part of other goods (Combined Goods) then clauses 5(a), 5(b) and 5(c) apply to the Combined Goods as if each reference in those clauses to Goods was a reference to Combined Goods. For these purposes, ownership of the Combined Goods passes from the Purchaser to the Seller at the beginning of the first operation by which the Goods become Combined Goods. (f) If the Purchaser pays for Goods by cheque then payment only occurs when all cheques have been presented and cleared in full. (g) Notwithstanding the operation of this clause, risk in the Goods (including responsibility for insurance) passes to the Purchaser upon delivery of the Goods to the Purchaser. Delivery of the Goods to a carrier nominated by the Purchaser constitutes delivery to the Purchaser (regardless of who pays for freight). Each sub-clause of this clause is intended to operate separately from the rest. If any sub-clause of this clause is held to be invalid, then it will be severed from the rest of the clause (which continues in full force). (h) The Seller will make all reasonable efforts to meet any date for delivery of the Goods agreed between the Seller and the Purchaser. Where a delay in delivery is caused by Force Majeure the time for delivery is extended by a reasonable period. (i) The Seller reserves the right to dispatch the Purchaser’s order in one delivery or by installments. Where the Seller acknowledges an order which provides for delivery by installment the Seller is entitled to separate payment for each installment delivered (as if it were a separate contract) but failure to deliver any installment does not entitle the Purchaser to repudiate the contract as to any remaining installments. (j) All statements or forecasts of delivery times made by the Seller are made in good faith but are estimates only, not commitments. The Seller is not bound by any such estimate. (k) Where the Purchaser requests a particular method of delivery and the Seller agrees in writing then the Purchaser must pay for the cost of delivery by that method from the point of dispatch of the Goods by the Seller. Otherwise the Seller will select the method of delivery, packaging, insurance, unloading, . (l) The Seller’s liability for shortages in the quantity of the Goods is limited to making up the shortages. The Seller is not liable for any claim for shortages in quantity unless the Purchaser notifies the Seller of the shortages in writing within 7 days of delivery and adequate protection of provides the Seller a reasonable opportunity to take all Goods delivered necessary steps to investigate the claim. (m) Claims made for damage or loss in transit must be made against the carrier in the prescribedmanner. (n) Prior to acknowledging delivery to the Location until completion in accordance with clause 4.4carrier, the Purchaser must ensure that the complete consignment as per the carrier’s note has been received. If there is a shortage or visible damage to the outer packaging of the Goods then the Purchaser must endorse the carrier’s note accordingly. 4.2 (o) The Supplier shall ensure at its own cost that: 4.2.1 Seller is not responsible for any loss or damage to the Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition; 4.2.2 each caused by or arising from transport or delivery of the Goods is accompanied by a delivery note which shows both when the date of the Purchase Order, the Purchase Order number (if any) the type and quantity of Seller has not packed the Goods and when the Purchaser has nominated a carrier. (including p) Without limiting the HS code number generality of the Goodsclauses 5(h) and (q), where applicable); and 4.2.3 on if delivery of the Goods ELECTRA by the Seller is supplied:delayed by The Purchaser varying the order after it has been accepted by the Seller, the Seller may in its absolute discretion review the order and vary the Price and delivery date accordingly. a(q) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with all operating and safety instructions and manuals and licences, that warning notices are clearly displayed, and other information as may be necessary for their proper use and operation, maintenance, and repair for ELECTRA to accept any delay in delivery of the Goods; and b) a list by name and description of any hazardous or harmful or potentially hazardous or harmful properties or ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. ELECTRA will rely on the supply of such information from the Supplier to satisfy its own obligations to the Customer. 4.3 The Supplier shall deliver the Goods: 4.3.1 on the Delivery Date; 4.3.2 at the Location; and 4.3.3 during the Location’s business hours, or as instructed. 4.4 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Location. Time is of the essence in relation to the Delivery Date. 4.5 ELECTRA may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations. 4.6 If following such inspection or testing ELECTRA considers that the Goods do not conform or are likely to comply with the Supplier’s undertakings at clause 3, ELECTRA shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 4.7 Title and risk in the Goods shall pass to ELECTRA on completion of delivery.

Delivery, Title and Risk. 4.1 (a) Until the Purchaser has paid the price for the Goods supplied under each contract: (i) the Seller is and remains the legal and equitable owner of the Goods; (ii) the Purchaser holds the Goods as a fiduciary bailee for the Seller and must store the Goods safely and in a manner that clearly shows the ownership of the Seller; and (iii) the Purchaser grants to the Seller, its employees and authorised representatives an irrevocable license to enter the Purchaser’s premises (or any other premises either under the control of the Purchaser or where the Goods are stored on behalf of the Purchaser) at any time to inspect the Goods and, if the Purchaser defaults in paying for those Goods, to use reasonable force to take possession of the Goods without liability for trespass, negligence, payment of any compensation to the Purchaser or other person or otherwise. Any exercise of this right is without prejudice to any other rights the Seller has against the Purchaser, including the right at all times to make a claim against the Purchaser for the invoiced price of the Goods, when due and payable. (b) Clause 5(a) also applies until the Purchaser; (i) has paid all monies owing to the Seller on any account whatsoever, including any costs incurred by the Seller because of the Purchaser’s failure to pay or late payment of any such monies and the costs incurred by the Seller in recovering the Goods from the Purchaser; and (ii) has complied with all its obligations under these terms and conditions. Notwithstanding clause 5(a), the Purchaser may, subject to clause 5(d), re-sell and deliver the Goods in the ordinary course of its business but if the Purchaser: (i) is paid for that sale, the Purchaser holds all of the proceeds of sale on trust for the Seller and must promptly pay those proceeds to the Seller (keeping them separate and identifiable from the Purchaser’s other funds until it has done so); (ii) intermingles those proceeds of sale with the Purchaser’s other funds, the Purchaser acknowledges that the Seller has a beneficial interest in those intermingled funds to the extent of the monies owing by the Purchaser to the Seller at any time; and (iii) is not paid for that sale, the Purchaser must assign to the Seller, if the Seller so elects by notice in writing, its claim against the person who bought the Goods from the Purchaser. For this purpose, the Purchaser irrevocably appoints the Seller as the Purchaser’s attorney. (c) The Supplier shall Purchaser’s right to re-sell the Goods pursuanttoclause 5(c) cease if the Seller exercises its right to the return of the Goods pursuant to clause 5. The Purchaser also acknowledges that any purported exercise of its rights under clause 5(c) once the Seller elects to exercise its rights for the return of the goods (either by notice in writing to the Purchaser or by physical recovery of the Goods pursuant to clause 5(a)) would be responsible outside the ordinary course of the Purchaser’s business. (d) If the Purchaser makes a new object from the Goods (whether finished or not), mixes the Goods with other goods or the Goods otherwise become part of other goods (Combined Goods) then clauses 5(a), 5(b) and 5(c) apply to the Combined Goods as if each reference in those clauses to Goods was a reference to Combined Goods. For these purposes, ownership of the Combined Goods passes from the Purchaser to the Seller at the beginning of the first operation by which the Goods become Combined Goods. (e) If the Purchaser pays for Goods by cheque, then payment only occurs when all cheques have been presented and cleared in full. (f) Notwithstanding the operation of this clause, risk in the Goods (including responsibility for insurance) passes to the Purchaser upon delivery of the Goods to the Purchaser. Delivery of the Goods to a carrier nominated by the Purchaser constitutes delivery to the Purchaser (regardless of who pays for freight). Each sub-clause of this clause is intended to operate separately from the rest. If any sub-clause of this clause is held to be invalid, then it will be severed from the rest of the clause (which continues in full force). (g) The Seller will make all reasonable efforts to meet any date for delivery of the Goods agreed between the Seller and the Purchaser. Where a delay in delivery is caused by Force Majeure the time for delivery is extended by a reasonable period. (h) The Seller reserves the right to dispatch the Purchaser’s order in one delivery or by installments. Where the Seller acknowledges an order which provides for delivery by installment the Seller is entitled to separate payment for each installment delivered (as if it were a separate contract) but failure to deliver any installment does not entitle the Purchaser to repudiate the contract as to any remaining installments. (i) All statements or forecasts of delivery times made by the Seller are made in good faith but are estimates only, not commitments. The Seller is not bound by any such estimate. (j) Where the Purchaser requests a particular method of delivery, and the Seller agrees in writing then the Purchaser must pay for the cost of delivery by that method from the point of dispatch of the Goods by the Seller. Otherwise, the Seller will select the method of delivery, packaging, insurance, unloading, . (k) The Seller’s liability for shortages in the quantity of the Goods is limited to making up the shortages. The Seller is not liable for any claim for shortages in quantity unless the Purchaser notifies the Seller of the shortages in writing within 7 days of delivery and adequate protection of provides the Seller a reasonable opportunity to take all Goods delivered necessary steps to investigate the claim. (l) Claims made for damage or loss in transit must be made against the carrier in the prescribed manner. (m) Prior to acknowledging delivery to the Location until completion in accordance with clause 4.4carrier, the Purchaser must ensure that the complete consignment as per the carrier’s note has been received. If there is a shortage or visible damage to the outer packaging of the Goods, then the Purchaser must endorse the carrier’s note accordingly. 4.2 (n) The Supplier shall ensure at its own cost that: 4.2.1 Seller is not responsible for any loss or damage to the Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition; 4.2.2 each caused by or arising from transport or delivery of the Goods is accompanied by a delivery note which shows both when the date of the Purchase Order, the Purchase Order number (if any) the type and quantity of Seller has not packed the Goods and when the Purchaser has nominated a carrier. (including o) Without limiting the HS code number generality of the Goodsclauses 5(h) and (q), where applicable); and 4.2.3 on if delivery of the Goods ELECTRA by the Seller is supplied:delayed by The Purchaser varying the order after it has been accepted by the Seller, the Seller may in its absolute discretion review the order and vary the Price and delivery date accordingly. a(p) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with all operating and safety instructions and manuals and licences, that warning notices are clearly displayed, and other information as may be necessary for their proper use and operation, maintenance, and repair for ELECTRA to accept any delay in delivery of the Goods; and b) a list by name and description of any hazardous or harmful or potentially hazardous or harmful properties or ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. ELECTRA will rely on the supply of such information from the Supplier to satisfy its own obligations to the Customer. 4.3 The Supplier shall deliver the Goods: 4.3.1 on the Delivery Date; 4.3.2 at the Location; and 4.3.3 during the Location’s business hours, or as instructed. 4.4 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Location. Time is of the essence in relation to the Delivery Date. 4.5 ELECTRA may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations. 4.6 If following such inspection or testing ELECTRA considers that the Goods do not conform or are likely to comply with the Supplier’s undertakings at clause 3, ELECTRA shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 4.7 Title and risk in the Goods shall pass to ELECTRA on completion of delivery.

Delivery, Title and Risk. 4.1 (a) The Supplier shall Products are to be responsible delivered “DAP” (Incoterms 2020) at the place and date specified in the order and the Seller reserves the right to invoice the Buyer for all delivery costs. (b) The risk for the cost Products shall pass to the Buyer at the earlier of (i) when the Products are delivered to the Buyer, the Buyer’s agent, or a person that the Buyer has authorised to accept delivery, or (ii) the agreed date of delivery, packagingif the Buyer fails to take delivery as required under the Contract. (c) The Seller shall retain title and ownership of the Products until receipt of payment in full and until then the Buyer shall: (i) hold the Products on a fiduciary basis as the Seller’s bailee; (ii) store the Products at no cost to Seller separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property; (iii) not destroy, insurance, unloading, and adequate protection of all Goods delivered alter or obscure any trademark or packaging on or relating to the Location until completion Products; and (iv) maintain the Products in satisfactory condition and keep them insured on Seller’s behalf for their full price against all risks. The Seller shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from the Seller. In the event that the Buyer has not paid the full purchase price or if insolvency proceedings are commenced against the Buyer, the Seller or its representative is entitled to recover or resell the Products and to enter the Buyer’s premises for that purpose and such steps shall not affect the Seller’s other rights. (d) The Buyer shall indemnify the Seller against all costs and expenses incurred by the Seller as a result of the Buyer’s failure: (i) to take delivery on the agreed date, or if no such date is specified, within 7 (seven) days of the Seller notification that the Products are ready for collection; or (ii) to provide adequate instructions, documents, licences or consents required to enable the applicable Products and/or Services to be delivered on time. (e) If the Seller has agreed to deliver the Products and/or Services on a specific date and fails to do so, other than for reasons of Force Majeure, the Buyer shall be entitled to cancel such (part of the) order which has not been delivered. The Buyer accepts such right to cancel as its only remedy and expressly waives any other rights. The Seller has the right to communicate any delay or expected delay in delivery to the Buyer in writing together with new delivery date(s). If the Buyer cannot accept the new delivery date(s), Xxxxx remains entitled through written notice to Seller to cancel the order in part or in full. (f) The Buyer shall thoroughly inspect all Products on delivery and notify the Seller as soon as reasonably practicable (within 48 hours of delivery) of any apparent damage to, defect or shortage in, any Products. If the Buyer fails to give such notice, the Products shall be deemed to be in all respects in accordance with clause 4.4the relevant purchase order and accepted by the Buyer, save to the extent that there is a latent defect which is not reasonably obvious on inspection. 4.2 The Supplier shall ensure at its own cost that: 4.2.1 (g) It is the Goods are properly packed Buyer’s responsibility to obtain all licences, exchange control documents and secured in such a manner as to enable them to reach their destination in good condition; 4.2.2 each delivery other consents needed for the import and use of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any) the type and quantity of the Goods (including the HS code number of the Goods, where applicable); and 4.2.3 on delivery of the Goods ELECTRA is supplied: a) with all operating and safety instructions and manuals and licences, that warning notices are clearly displayed, and other information as may be necessary for their proper use and operation, maintenance, and repair for ELECTRA to accept delivery of the Goods; and b) a list by name and description of any hazardous or harmful or potentially hazardous or harmful properties or ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. ELECTRA will rely on the supply of such information from the Supplier to satisfy its own obligations to the Customer. 4.3 The Supplier shall deliver the Goods: 4.3.1 on the Delivery Date; 4.3.2 at the Location; and 4.3.3 during the Location’s business hours, or as instructed. 4.4 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Location. Time is of the essence in relation to the Delivery Date. 4.5 ELECTRA may inspect and test the Goods at any time before deliveryProducts. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and such inspection or testing Buyer shall not reduce be discharged from its obligations under these Conditions if the Buyer fails to obtain a licence or otherwise affect the Supplier’s obligationsother consent(s). 4.6 If following such inspection or testing ELECTRA considers that the Goods do not conform or are likely to comply with the Supplier’s undertakings at clause 3, ELECTRA shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 4.7 Title and risk in the Goods shall pass to ELECTRA on completion of delivery.