Delivery; Title; Risk of Loss. All Goods shall be delivered to the address or place specified in the Order during Buyer’s normal business hours or as otherwise instructed by Buyer. Seller shall deliver the Goods on the date(s) and in the quantity or quantities specified in the Order. If no delivery date is specified, Seller shall deliver Goods within a commercially reasonably expedient number of days from Seller’s receipt of the Order. Timely delivery of the Goods is of the essence and Buyer may, without penalty or liability and in addition to any other remedies available to Buyer in these Terms or at law, terminate the Order if Seller fails to deliver in a timely basis. Buyer may reject all or any Goods delivered in excess of the Order. Any such rejected Goods shall be returned to Seller at Seller’s risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of the excess Goods (or reduced quantity Goods, whichever is applicable), the price shall be adjusted accordingly on a pro-rata basis. Unless otherwise stated on the face of the Order, Delivery shall be made FOB Destination to Buyer’s facility/ Freight Collect. Title of the Goods passes to Buyer upon delivery of the Goods to the stated address or place of delivery. For Orders for Services, “Deliverables” means all documents, work product and other materials that are delivered to Buyer hereunder or prepared by or on behalf of Seller in the course of performing the Services, including any items identified as such in a Statement of Work. Except as expressly agreed by Buyer, Buyer is, and shall be, the sole and exclusive owner of all right, title and interest in and to the Deliverables, including all Intellectual Property Rights therein. Seller agrees, and will cause its personnel to agree, that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such Deliverables are hereby deemed a “work made for hire” for Buyer.
Delivery; Title; Risk of Loss. 5.1 Delivery, Title & Risk of Loss. Risk of loss or damage to the Goods shall pass to the applicable Buyer upon electronic or other written tender of the Goods at Seller’s facility. Unless otherwise specified in the Order, invoice or other document related thereto, delivery and transfer of possession of the Goods shall occur (x) in the case of Goods destined for a Site within the United States, upon delivery (i) to the carrier in the case of Goods manufactured in Texas, or (ii) at the place of manufacture in the case of Goods manufactured in Oklahoma, and (y) in the case of Goods destined for a Site outside the United States, upon delivery to the designated port of entry outside the United States (DAP). The applicable Buyer shall keep the Goods fully insured with loss payable to Seller from the time of delivery until the purchase price (as determined in Section 4.1) has been fully paid to Seller. Title to the Goods sold shall pass (i) upon arrival of the Goods at the applicable Buyer’s designated site in the case of Goods destined for a site within the United States and (ii) at the time of delivery as set forth above in the case of Goods destined for a site outside the United States. In either case, Seller retains a security interest in the Goods until such time as it receives full and final payment, and such Buyer agrees to execute and file all documents deemed necessary by Seller to perfect said security interest. Any delivery dates quoted are approximate and shall depend on prompt receipt by Seller of all information necessary to proceed with the Goods immediately and without interruption. If Seller and the applicable Buyer agree in writing to require Seller’s delivery to such Buyer’s designated site, Seller’s obligation is conditional upon free access to the site and the site being designated in the Order. Seller reserves the right to make delivery in installments, provided that a delay with respect to any installment shall not affect any other installments. Any delivery of Goods that is delayed by causes within the applicable Buyer’s control or due to such Buyer’s inability to accept delivery may be placed in storage by Seller at such Buyer’s risk, and such Buyer shall be responsible for all costs of unloading, shipping, storage, insurance and other expenses incurred thereby.
Delivery; Title; Risk of Loss. Delivery, passage of title and risk of loss of the product(s) covered by this Agreement shall be as set forth in the attached Commodity Schedule.
Delivery; Title; Risk of Loss. Time is and shall remain of the essence for this PO, and no acts of Merz, including, without limitation, acceptance of late deliveries, shall constitute waiver of this provision. Supplier shall notify Merz in writing immediately of any actual or potential delay the timely performance of this PO. Title to and the risk of loss of Products purchased under this PO shall remain in Supplier and not transfer to Merz until the Products are delivered and unloaded at the F.O.B. point specified in the PO. Supplier shall indemnify, defend, and hold Merz harmless from and against any damages related to the transportation or handling the Products prior to the completion of unloading at Xxxx’x facilities.
Delivery; Title; Risk of Loss. Unless specifically agreed otherwise in these Terms, the delivery term shall be FOB Beko’s warehouse, though Beko will pay for standard transportation costs. While expected dates of delivery of Products are given in good faith, the same are not of the essence of or in any way terms of these Terms or representations of fact. All shipping dates given are approximate, and while effort is made to maintain schedules, Beko shall not be liable for any claim, loss, expense, or damage of any kind whatsoever for delays, or loss or damage in transit. Claims for loss or damage shall be made solely against the carrier. Title to the Products shall transfer to Dealer upon the delivery of the Products per the delivery term. Risk in the Products shall transfer to Dealer upon delivery of the Products per the delivery term.
Delivery; Title; Risk of Loss. Any indicated delivery dates for any Goods are approximate only and Seller reserves a reasonable time to fulfill all orders. Further, Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in performing under this Agreement to the extent such failure or delay is the result of force majeure or causes beyond Seller’s reasonable control, or as set forth in Section 4 above. Seller may, in its discretion and without penalty or liability, make partial delivery of Goods to Buyer. Each delivery will constitute a separate sale, and Buyer shall pay for all units delivered whether in whole or in part. Unless otherwise agreed to by Seller, delivery shall be made to Seller’s facility and shall be FOB Origin from Seller’s facility. Title and Risk of Loss passes to Buyer upon delivery of the Goods. As collateral for the payment of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to the right, title, and interest of Buyer in, to, and under the Goods, wherever located or however arising whether now or hereafter, and all proceeds (including insurance proceeds) of the foregoing. This security interest shall constitute a purchase money security interest under the applicable laws of South Carolina. Buyer hereby grants to Seller whatever power and authority necessary to protect and perfect that interest, including power for the filing of financial statements or other similar documents.
Delivery; Title; Risk of Loss. BIOMIRA shall transfer PRODUCT to MERCK EX WORKS (INCOTERMS, 2000) facilities of BIOMIRA or its designated AFFILIATES or subcontractors, or such other facilities as BIOMIRA and MERCK may from time to time agree upon in writing.
Delivery; Title; Risk of Loss. Unless otherwise agreed by the Parties, Novavax will deliver Vaccine Components [***]. Title and risk of loss will pass [***]. SIIPL will select, oversee, and be responsible for the acts of its designated carrier. SIIPL will, [***], be responsible for securing all necessary import permissions or other rights that may be required by local law or regulation throughout the SIIPL Territory to use the Vaccine Components and Know How to Manufacture the Products.
Delivery; Title; Risk of Loss. Unless otherwise agreed in a writing or electronic record signed by an officer of Seller, all delivery dates are estimates and, in no case, shall the Seller be liable for any expense, loss or damage whatsoever suffered by Buyer as a result of Seller’s failure to delivery the goods by the specified date. Delivery of goods to carrier shall be deemed delivery to Buyer, and thereupon title to such goods, and risk of loss or damage, shall be Buyer’s. Any claim by Buyer against Seller for shortage or damage occurring prior to such delivery must be made in writing within thirty (30) days after receipt of shipment and accompanied by original transportation xxxx signed by carrier noting that carrier received goods from Seller in the condition claimed. Any claim by Buyer for damage occurring during shipment shall be made directly against the freight carrier, with a copy of such claim forwarded to Seller within thirty (30) days.
Delivery; Title; Risk of Loss. 8.1 Delivery of all Products ordered by DISTRIBUTOR for domestic shipment shall be made FOB point of shipment (e.g., WTI's Carlsbad, California facility). Delivery of all Products ordered by DISTRIBUTOR for international shipment shall be made Ex-Works (e.g., WTI's Carlsbad, California facility). ICC Incoterms (1990 editions) shall apply to all international shipments, except insofar as these Incoterms may be inconsistent with the terms of this Agreement.
