Common use of Delivery, Title and Risk Clause in Contracts

Delivery, Title and Risk. (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 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 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. (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 provides the Seller a reasonable opportunity to take all 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 carrier, 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. (o) The Seller is not responsible for any loss or damage to the Goods caused by or arising from transport or delivery of the Goods both when the Seller has not packed the Goods and when the Purchaser has nominated a carrier. (p) Without limiting the generality of clauses 5(h) and (q), if delivery of the Goods by the Seller is 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. (q) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the Goods.

Delivery, Title and Risk. (a) Until the Purchaser has paid the price for the Goods 4.1 Save as provided in clause 4.6, Incoterms 2010 shall apply to all Products supplied under each contract: (i) the Contract, unless stated otherwise in the Contract, all Products shall be 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 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 not make a claim against delivery at the Purchaser for time and / or date specified, the invoiced price of Buyer shall not be entitled to terminate the Goods, when due and payableContract. (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 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 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 4.3 Seller reserves the right to dispatch deliver in instalments and provide a separate invoice for each instalment. 4.4 Risk in the PurchaserProducts shall pass from the Seller to the Buyer when the Products leave the Seller’s, its affiliates or its agent’s order facility. 4.5 Title to the Products shall pass from the Seller to the Buyer upon payment for the 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 negligence, the Seller accepts no liability for any errors, damage or loss occurring during the delivery or by installments. Where loading / unloading of the Seller acknowledges an order which provides for delivery by installment the Products. 4.7 Seller is entitled to separate payment for each installment delivered (as if it were a separate contract) but failure to deliver rely on any installment does not entitle oral or written instructions from or given on behalf of the Purchaser to repudiate the contract as to any remaining installmentsBuyer without further enquiry or verification. (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 4.8 Xxxxx agrees in writing then the Purchaser must to pay for the cost quantity of Products delivered and has no right to reject or refuse to accept the individual Products or delivery by that method from the point of dispatch of the Goods by the Seller. Otherwise the Seller will select the method of deliveryas a whole due to surplus or shortfall. (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 provides the Seller a reasonable opportunity to take all 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 4.9 Where Products are delivered to the carrierBuyer’s facility or those of its agents or subcontractors, Buyer shall ensure a safe place is available for unloading the Purchaser must ensure that Products and the complete consignment as per the carrier’s note has been receivedrequired equipment (including Buyer personnel) is provided for prompt and safe unloading of Products. 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. (o) The Seller is Should these not responsible for any loss or damage to the Goods caused by or arising from transport or delivery of the Goods both when the Seller has not packed the Goods and when the Purchaser has nominated a carrier. (p) Without limiting the generality of clauses 5(h) and (q), if delivery of the Goods by the Seller is delayed by The Purchaser varying the order after it has been accepted by the Sellerbe provided, the Seller may in its absolute discretion review the order and vary the Price and delivery date accordinglywithhold delivery. (q) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the Goods.

Delivery, Title and Risk. (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 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 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 purpose, the Purchaser irrevocably appoints the Seller as the Purchaser’s attorney. (dc) The Purchaser’s rights right to re-sell the Goods pursuant to clause 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 outside the ordinary course of the Purchaser’s business. (ed) 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. (fe) If the Purchaser pays for Goods by cheque cheque, then payment only occurs when all cheques have been presented and cleared in full. (gf) 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). (hg) 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. (ih) 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. (ji) 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. (kj) Where the Purchaser requests a particular method of delivery 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 Otherwise, the Seller will select the method of delivery. (lk) 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 provides the Seller a reasonable opportunity to take all necessary steps to investigate the claim. (ml) Claims made for damage or loss in transit must be made against the carrier in the prescribed manner. (nm) Prior to acknowledging delivery to the carrier, 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 Goods, then the Purchaser must endorse the carrier’s note accordingly. (on) The Seller is not responsible for any loss or damage to the Goods caused by or arising from transport or delivery of the Goods both when the Seller has not packed the Goods and when the Purchaser has nominated a carrier. (po) Without limiting the generality of clauses 5(h) and (q), if delivery of the Goods by the Seller is 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. (qp) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the Goods.

Delivery, Title and Risk. (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 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 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 commitments11.1. The Seller is not bound by any such estimate. (k) Where delivers the Purchaser requests a particular method of delivery and Product when the Seller agrees in writing then makes 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. (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 provides the Seller a reasonable opportunity to take all 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 Product available to the carrierBuyer FOB at the Port of Loading, the Purchaser must ensure that the complete consignment as per the carrier’s note has been receivedin accordance with Incoterms 2020. If there is any inconsistency between Incoterms 2020 and the terms of this Agreement, this Agreement will prevail. 11.2. Risk in the Product passes from the Seller to the Buyer on the Product being delivered (by being placed on board the Vessel at the Port of Loading) and upon issuance of the Bill of Lading. 11.3. Title in the Product in the Shipment will pass from the Seller to the Buyer upon the successful drawdown by the Seller according to Clause 7.2(e) of this Agreement. 11.4. The Buyer shall not be permitted to reject and/or refuse the Shipment tendered for delivery in terms of this Agreement, unless otherwise provided in this Agreement. In the event that the Buyer fails and/or refuses, for any reason other than reasons provided in this Agreement, to accept delivery of the Shipment, the Buyer shall nevertheless be obliged to effect payment to the Seller for such shipment in full and in accordance with the provisions of this Agreement. 11.5. The Buyer acknowledges that it is acquiring the Product from the Seller for its own use (including using the Product to manufacture downstream products for sale). For the avoidance of doubt, the use of the Product by the Buyer’s Affiliates also constitutes the Buyer’s own use. The Buyer covenants in favor of Seller that it will not sell, offer to sell, agree to sell or enter into any transaction relating to the resale or other disposal of the Product (collectively a shortage “Prohibited Resale Act”) without the prior written consent of the Seller (which consent may be withheld at its absolute discretion), unless such sale or visible transaction is between the Buyer and the Buyer’s Affiliate and for the sole purpose of using the Product to manufacture downstream products for sale. The Buyer acknowledges that a Prohibited Resale Act could cause loss and damage to the outer packaging Seller and its business, and the covenants given by the Buyer in this Clause are fundamental terms of the Goods then the Purchaser must endorse the carrier’s note accordingly. (o) The Seller is not responsible for any loss or damage this Agreement and are an inducement to the Goods caused by Seller to sell the Product to the Buyer. In addition to any action for loss and damage or arising from transport any other rights or delivery of the Goods both when remedies that the Seller has not packed may pursue against the Goods and when the Purchaser has nominated Buyer, a carrier. (p) Without limiting the generality of clauses 5(h) and (q)breach of, if delivery of the Goods or a reasonable expectation by the Seller is delayed by The Purchaser varying that the order after it has been accepted by the Seller, Buyer may breach this clause entitles the Seller may in its absolute discretion review the order and vary the Price and delivery date accordinglyto (a) seek injunctive relief to prevent such a breach; or (b) terminate this Agreement with immediate effect. (q) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the Goods.

Delivery, Title and Risk. (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 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 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 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 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 outside the ordinary course of the Purchaser’s business. (e) If the Purchaser makes a new object from the Goods (whether finished 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 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. (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 notifies the Seller of the shortages in writing within 7 days of delivery and provides the Seller a reasonable opportunity to take all necessary steps to investigate the claim. (m) Claims made for damage or loss in transit must be made against the carrier in the prescribed mannerprescribedmanner. (n) Prior to acknowledging delivery to the carrier, 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. (o) The Seller is not responsible for any loss or damage to the Goods caused by or arising from transport or delivery of the Goods both when the Seller has not packed the Goods and when the Purchaser has nominated a carrier. (p) Without limiting the generality of clauses 5(h) and (q), if delivery of the Goods by the Seller is 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. (q) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the Goods.

Delivery, Title and Risk. 4.1 Product sold hereunder shall be delivered FCA Seller’s factory (a) Until INCOTERMS 2000). Risk of loss and damage shall pass to Purchaser on delivery. 4.2 Any delivery dates given are approximate and are based upon prompt receipt from Purchaser of all information essential to the proper execution of Purchaser’s order. 4.3 The title to and property in any Product shall not pass to Purchaser until immediately prior to any sale of the Product by the Purchaser to any third party or until full purchase price of the Product has paid been paid, whichever occurs first, and Purchaser hereby grants to Seller a security interest in the price Product and in any proceeds received by Purchaser on its resale of the Product to secure payment of all monies due to it by Purchaser from time to time under or pursuant to this Agreement or otherwise which Purchaser acknowledges include without restriction purchase monies for the Goods supplied Product. The Purchaser agrees that the security interest attaches immediately upon execution of this Agreement or upon execution of the formal Purchase Order to which the Terms and Conditions are attached. Purchaser acknowledges that Seller may make such filings and registrations with and give such notices to such government and non-government authorities and such third parties as it deems necessary to perfect and protect its security interest in the Product. 4.4 In the event that Purchaser fails to pay any amount owing or perform any of its obligations hereunder, becomes insolvent, initiates or becomes subject to any proceedings or seeks any relief under each contract: any bankruptcy or insolvency legislation, or any receiver, trustee, liquidator or custodian is appointed for Purchaser or any of its property, or if a distress or analogous process is levied upon the property of Purchaser or any part thereof, then Seller shall be entitled to exercise any remedies against all or part of the Product contemplated by the personal property security legislation of the jurisdiction applicable to the Product and the security interest granted hereby, and for this purpose Purchaser irrevocably grants Seller access to any premises where Product is located and authorizes Seller to use whatever means necessary to enforce such right of access. 4.5 So long as any amount remains owing by Purchaser to Seller hereunder, Purchaser shall exercise proper care in the possession and use of Product and shall keep same at all times in good repair and free of all liens, options, taxes, charges, pledges, privileges and encumbrances. Purchaser shall insure physical Product against loss, destruction or theft for the full value of the replacement purchase price of the Product. 4.6 If shipment is delayed beyond the agreed delivery date due to the fault of Purchaser, Seller shall store the Product at Purchaser’s expense (which may be at the place of manufacture). In such event: (i) the Seller is risk of loss and remains the legal and equitable owner of the Goodsdamage shall pass to Purchaser on agreed delivery date; and (ii) the Purchaser holds the Goods as a fiduciary bailee for the any amounts payable to Seller and must store the Goods safely and in a manner that clearly shows the ownership on or after delivery shall be payable on presentation of the Seller’s related invoices; and 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 storage costs incurred by the Seller because Seller, including, but not limited to, all expenses of the preparation into storage, material handling, storage, inspection, preservation, and insurance shall be for Purchaser’s failure to pay or late payment account and amounts shall be payable on presentation 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 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 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. (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 provides the Seller a reasonable opportunity to take all necessary steps to investigate the claimrelated invoices. (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 carrier, 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. (o) The Seller is not responsible for any loss or damage to the Goods caused by or arising from transport or delivery of the Goods both when the Seller has not packed the Goods and when the Purchaser has nominated a carrier. (p) Without limiting the generality of clauses 5(h) and (q), if delivery of the Goods by the Seller is 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. (q) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the Goods.

Delivery, Title and Risk. (a) Until The Products are to be delivered “DAP” (Incoterms 2020) at the Purchaser has paid place and date specified in the price order and the Seller reserves the right to invoice the Buyer for all delivery costs. ） (b) The risk for the Goods supplied under each contract: Products shall pass to the Buyer at the earlier of (i) when the Seller is and remains Products are delivered to the legal and equitable owner of Buyer, the Goods; Buyer’s agent, or a person that the Buyer has authorised to accept delivery, or (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 agreed date 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 anddelivery, if the Purchaser defaults in paying for those Goods, to use reasonable force Buyer fails to take possession of delivery as required under 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 conditionsContract. (c) Notwithstanding clause 5(a), The Seller shall retain title and ownership of the Purchaser may, subject to clause 5(d), re-sell Products until receipt of payment in full and deliver until then the Goods in the ordinary course of its business but if the PurchaserBuyer shall: (i) is paid for that sale, hold the Purchaser holds all of Products on a fiduciary basis as 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 PurchaserSeller’s other funds until it has done so)bailee; (ii) intermingles those proceeds store the Products at no cost to Seller separately from all other goods of sale with the PurchaserBuyer or any third party in such a way that they remain readily identifiable as the Seller’s other fundsproperty; (iii) not destroy, the Purchaser acknowledges that the Seller has a beneficial interest in those intermingled funds alter or obscure any trademark or packaging on or relating to the extent of the monies owing by the Purchaser to the Seller at any timeProducts; and (iiiiv) is 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 sale, the Purchaser must assign to purpose and such steps shall not affect 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 attorneyother rights. (d) The Purchaser’s rights to re-sell the Goods pursuant to clause 5(c) cease if Buyer shall indemnify the Seller exercises its right to against all costs and expenses incurred by the return Seller as a result of the Goods pursuant Buyer’s failure: (i) to clause 5. The Purchaser also acknowledges that any purported exercise take delivery on the agreed date, or if no such date is specified, within 7 (seven) days of its rights under clause 5(c) once the Seller elects notification that the Products are ready for collection; or (ii) to exercise its rights for provide adequate instructions, documents, licences or consents required to enable the return of the goods (either by notice in writing applicable Products and/or Services to the Purchaser or by physical recovery of the Goods pursuant to clause 5(a)) would be outside the ordinary course of the Purchaser’s businessdelivered on time. (e) If the Purchaser makes 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 object from delivery date(s). If the Goods (whether finished or notBuyer cannot accept the new delivery date(s), mixes Xxxxx remains entitled through written notice to Seller to cancel the Goods with other goods order in part 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 Goodsfull. (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 Purchaser pays for Goods Buyer fails to give such notice, the Products shall be deemed to be in all respects in accordance with the relevant purchase order and accepted by cheque then payment only occurs when all cheques have been presented and cleared in fullthe Buyer, save to the extent that there is a latent defect which is not reasonably obvious on inspection. (g) Notwithstanding It is the operation of this clauseBuyer’s responsibility to obtain all licences, risk in exchange control documents and other consents needed for the Goods (including responsibility for insurance) passes to the Purchaser upon delivery import and use of the Goods Products. The Buyer shall not be discharged from its obligations under these Conditions if the Buyer fails to the Purchaser. Delivery of the Goods to obtain 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 forcelicence or other consent(s). (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. (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 provides the Seller a reasonable opportunity to take all 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 carrier, 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. (o) The Seller is not responsible for any loss or damage to the Goods caused by or arising from transport or delivery of the Goods both when the Seller has not packed the Goods and when the Purchaser has nominated a carrier. (p) Without limiting the generality of clauses 5(h) and (q), if delivery of the Goods by the Seller is 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. (q) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the Goods.

Delivery, Title and Risk. 11.1. The Seller delivers the Product when the Seller makes the Product available to the Buyer on [●] basis. The Seller shall be solely responsible for all vessel arrangements and shall procure cargo insurance covering [●] of the Product value for each shipment and cooperate with the Buyer on any claims on such cargo insurance. If there is any inconsistency between Incoterms 2020 and the terms of this Agreement, this Agreement will prevail. 11.2. Title and risk in the Product shall pass from the Seller to the Buyer at the time of delivery of the Product (aby being placed on board the Vessel at the Port of Loading) Until and upon issuance of the Purchaser has paid Bill of Lading. 11.3. The Buyer shall not be permitted to reject and/or refuse a shipment tendered for delivery in accordance with this Agreement, unless otherwise provided or excused in this Agreement. In the price event that the Buyer fails to accept a shipment other than as permitted or excused under this Agreement, the Buyer shall nevertheless be obliged to effect payment of the Product in the shipment. The Seller and the Buyer are authorized to pursue the resale of the Product that the Buyer fails to accept a shipment to aim at mitigating the Buyer’s costs. If the Product not received by Buyer is resold, the resale buyer shall pay the Seller for the Goods supplied under each contract: Product and the Seller shall credit to the Buyer the result of (i) the Seller is and remains the legal and equitable owner of the Goods; [●] (“Net Proceeds”) less (ii) any and all costs, fees, charges, losses incurred by Seller to resell the Purchaser holds shipment, including incremental shipment costs (as compared to if Buyer had taken such shipment), dispatch/unloading, port charges, selling costs, costs to regularize the Goods as a fiduciary bailee for the Seller and must store the Goods safely and in a manner that clearly shows the ownership exportation of the Seller; Product, costs related to the change of the buyer, taxes and other governmental charges related to such change, 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 payableNet Proceeds. (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 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 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. (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 provides the Seller a reasonable opportunity to take all 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 carrier, 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. (o) The Seller is not responsible for any loss or damage to the Goods caused by or arising from transport or delivery of the Goods both when the Seller has not packed the Goods and when the Purchaser has nominated a carrier. (p) Without limiting the generality of clauses 5(h) and (q), if delivery of the Goods by the Seller is 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. (q) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the Goods.

Delivery, Title and Risk. (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 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 take reasonable force 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 5(a4(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(a4(a), the Purchaser may, subject to clause 5(d4(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 Purchaser’s rights to re-sell the Goods pursuant to clause 5(c4(c) cease if the Seller exercises its right to the return of the Goods pursuant to clause 54. 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(a54a)) would be 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(a4(a), 5(b4(b) and 5(c4(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 Payment for Goods by cheque then occurs only when payment only occurs when all cheques have been presented is made in full to the Seller’s nominated bank account in cleared funds. Terms and cleared in full.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, 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 installmentsinstalments. Where the Seller acknowledges an order which provides for delivery by installment instalment the Seller is entitled to separate payment for each installment instalment delivered (as if it were a separate contract) but failure to deliver any installment instalment does not entitle the Purchaser to repudiate the contract as to any remaining installmentsinstalments. (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. (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 provides the Seller a reasonable opportunity to take all 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 carrier, carrier 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. (o) The Seller is not responsible for any loss or damage to the Goods caused by or arising from transport or delivery of the Goods both when the Seller has not packed the Goods and when the Purchaser has nominated a carrier. (p) Without limiting the generality of clauses 5(h4(h) and (q), if delivery of the Goods by the Seller is 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. (q) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the Goods.

Delivery, Title and Risk. (a) Until The Products are to be delivered “DAP” (Incoterms 2020) at the Purchaser has paid place and date specified in the price for the Goods supplied under each contract: (i) order and 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 reserves the right at to invoice the Buyer for all times to make a claim against the Purchaser for the invoiced price of the Goods, when due and payabledelivery costs. (b) Clause 5(a) also applies until The risk for the Purchaser; Products shall pass to the Buyer at the earlier of (i) has paid all monies owing when the Products are delivered to the Seller on any account whatsoeverBuyer, including any costs incurred by the Seller because of Buyer’s agent, or a person that the Purchaser’s failure Buyer has authorised to pay accept delivery, 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 the agreed date of its obligations delivery, if the Buyer fails to take delivery as required under these terms and conditionsthe Contract. (c) Notwithstanding clause 5(a), The Seller shall retain title and ownership of the Purchaser may, subject to clause 5(d), re-sell Products until receipt of payment in full and deliver until then the Goods in the ordinary course of its business but if the PurchaserBuyer shall: (i) is paid for that sale, hold the Purchaser holds all of Products on a fiduciary basis as 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 PurchaserSeller’s other funds until it has done so)bailee; (ii) intermingles those proceeds store the Products at no cost to Seller separately from all other goods of sale with the PurchaserBuyer or any third party in such a way that they remain readily identifiable as the Seller’s other fundsproperty; (iii) not destroy, the Purchaser acknowledges that the Seller has a beneficial interest in those intermingled funds alter or obscure any trademark or packaging on or relating to the extent of the monies owing by the Purchaser to the Seller at any timeProducts; and (iiiiv) is 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 sale, the Purchaser must assign to purpose and such steps shall not affect 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 attorneyother rights. (d) The Purchaser’s rights to re-sell the Goods pursuant to clause 5(c) cease if Buyer shall indemnify the Seller exercises its right to against all costs and expenses incurred by the return Seller as a result of the Goods pursuant Buyer’s failure: (i) to clause 5. The Purchaser also acknowledges that any purported exercise take delivery on the agreed date, or if no such date is specified, within 7 (seven) days of its rights under clause 5(c) once the Seller elects notification that the Products are ready for collection; or (ii) to exercise its rights for provide adequate instructions, documents, licences or consents required to enable the return of the goods (either by notice in writing applicable Products and/or Services to the Purchaser or by physical recovery of the Goods pursuant to clause 5(a)) would be outside the ordinary course of the Purchaser’s businessdelivered on time. (e) If the Purchaser makes 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 object from delivery date(s). If the Goods (whether finished or notBuyer cannot accept the new delivery date(s), mixes Xxxxx remains entitled through written notice to Seller to cancel the Goods with other goods order in part 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 Goodsfull. (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 Purchaser pays for Goods Buyer fails to give such notice, the Products shall be deemed to be in all respects in accordance with the relevant purchase order and accepted by cheque then payment only occurs when all cheques have been presented and cleared in fullthe Buyer, save to the extent that there is a latent defect which is not reasonably obvious on inspection. (g) Notwithstanding It is the operation of this clauseBuyer’s responsibility to obtain all licences, risk in exchange control documents and other consents needed for the Goods (including responsibility for insurance) passes to the Purchaser upon delivery import and use of the Goods Products. The Buyer shall not be discharged from its obligations under these Conditions if the Buyer fails to the Purchaser. Delivery of the Goods to obtain 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 forcelicence or other consent(s). (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. (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 provides the Seller a reasonable opportunity to take all 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 carrier, 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. (o) The Seller is not responsible for any loss or damage to the Goods caused by or arising from transport or delivery of the Goods both when the Seller has not packed the Goods and when the Purchaser has nominated a carrier. (p) Without limiting the generality of clauses 5(h) and (q), if delivery of the Goods by the Seller is 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. (q) The Seller is not liable to the Purchaser for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the Goods.