Delivery; Title; Risk of Loss. Seller shall deliver Goods which are in accordance with the specifications provided by Buyer and Seller is not authorized to unilaterally deviate from Buyer’s specifications without written approval from Buyer. Time is of the essence for each Purchase Order and deliveries shall be made both in quantities and at times specified by Buyer; failure to do so shall constitute a breach of this Agreement. Seller shall deliver all Goods free and clear of all liens and encumbrances. If requested by Xxxxx, Xxxxxx agrees to furnish to Buyer, as a condition precedent to final payment, a complete release of all liens, together with a certificate by Seller that the release contains the signatures of all those who performed services or furnished materials under this Agreement. With each delivery Seller shall submit a packing list in duplicate. Title and risk of loss and damage to material purchased by Buyer under this Agreement shall vest in Buyer when the material has been delivered at the DDP (Incoterms 2000) point specified in Buyer's Purchase Order, unless Buyer and Seller execute a consignment agreement pursuant to which Seller shall maintain title to the Goods following delivery to Buyer’s facility until removed from consignment by Buyer, at which time, Buyer shall assume title and risk of loss. Further, title to Goods purchased by Buyer under this Agreement may immediately vest in Buyer at any point where Buyer tenders to Seller both (1) payment for the Goods and (2) written notice of Xxxxx’s desire to take title to the Goods. If this Agreement or a Purchase Order issued pursuant to this Agreement calls for additional services including, but not limited to, unloading, installation, or testing, to be performed after delivery, Seller shall retain title (unless Buyer has paid the invoice) and risk of loss and damage to the material until the additional services have been performed. Notwithstanding the foregoing sentence, if Seller is expressly authorized in writing to invoice Buyer for material upon shipment or prior to the performance of additional services, title to such material shall vest in Buyer upon payment of the invoice, but risk of loss and damage shall not pass to Buyer until completion of the additional services by Seller.
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. 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., Wilshire's Carlsbad, California facility). Delivery of all Products ordered by DISTRIBUTOR for international shipment shall be made EX Works (e.g., Wilshire'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.
Delivery; Title; Risk of Loss. (a) COMPANY will deliver the Products from a Hong Kong warehouse of the Company’s choosing or other location as agreed by both parties and shall give standing instructions to Representative to transport Products from the Company’s warehouse or other agreed locations to the warehouse of Representative.
