Common use of Delivery; Title; Risk of Loss Clause in Contracts

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. 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 Unless specified in the Order, the delivery of Goods will be made DDP, named place of destination, as defined in INCOTERMS 2020, as amended or revised. If no delivery date is specifiednot stated in the Order, Seller the destination shall deliver Goods within be a commercially reasonably expedient number facility designated by Buyer. Buyer reserves the right to select the means of days from Seller’s receipt of transport and carrier for shipment, notwithstanding anything to the contrary in the Order. Timely delivery Vendor shall suitably xxxx, xxxx and ship Goods as instructed by Buyer and the requirements of common carriers so as to secure the Goods lowest responsible transportation costs and prevent damage. Vendor shall be liable for increased shipping charges or damage to Goods. Time is of the essence with respect to Vendor’s delivery of Goods. Title to and risk of loss of Goods shall pass to Buyer maywhen Goods are unloaded at Buyer’s facility and either (i) the common carrier has left the facility or (ii) Goods are in the sole care, without penalty custody and control of Buyer. Vendor shall, in the event of any delay, or liability threat of delay, in shipping or in the production or delivery of Goods, immediately notify Buyer in writing of such delay or threatened delay, and detail all relevant information with respect to the same. Vendor shall be liable for any damages resulting from failure to make delivery or performance within the time set forth in addition the Order or by any written instructions of Buyer, except where such delay in delivery or performance was due to causes beyond the reasonable control of Vendor and Vendor notifies Buyer as required by this Section. If Vendor maintains care, custody or control of certain property and/or Goods owned by Buyer (“Property”), then Buyer shall be the sole owner of Property, and title to such Property shall remain vested in Buyer at all times while it is in Vendor’s care, custody or control. Vendor has no power to, and shall not, take any action inconsistent with Buyer’s ownership of Property. Vendor will not commingle Property with any other remedies available property, and will identify Property as being owned by Buyer. Upon Buyer’s request, Vendor will promptly provide Buyer a current, accurate report of Property currently held by Vendor for Buyer. Vendor shall secure and protect Property at all times. Subject to reasonable wear and tear, Vendor bears all risk of loss and damage to Property while it is in Vendor’s care, custody or control. Vendor shall promptly notify Buyer in these Terms writing if any of Property is lost, stolen, or at lawdamaged. Promptly after receiving Buyer’s request, terminate the Order if Seller fails to deliver in a timely basis. Vendor will coordinate with 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 Property to Buyer, or Buyer’s facility/ Freight Collect. Title access to Property for the purpose of the Goods passes to Buyer upon delivery of the Goods to the stated address or place of delivery. For Orders for Servicesremoval, “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 accordance with 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 Buyerrequest.

Delivery; Title; Risk of Loss. All 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 delivered to the address or place made both in quantities and at times specified in the Order during Buyer’s normal business hours or as otherwise instructed 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 on 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 date(sGoods and (2) and in written notice of Xxxxx’s desire to take title to the quantity or quantities specified in the OrderGoods. If no delivery date is specifiedthis 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 deliver Goods within a commercially reasonably expedient number retain title (unless Buyer has paid the invoice) and risk of days from Seller’s receipt 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 Order. Timely delivery invoice, but risk of loss and damage shall not pass to Buyer until completion 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 additional services by 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. All 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 delivered to the address or place made both in quantities and at times specified in the Order during Buyer’s normal business hours or as otherwise instructed 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 Buyer, Seller 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 on 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 date(sGoods and (2) and in written notice of Buyer’s desire to take title to the quantity or quantities specified in the OrderGoods. If no delivery date is specifiedthis 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 deliver Goods within a commercially reasonably expedient number retain title (unless Buyer has paid the invoice) and risk of days from Seller’s receipt 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 Order. Timely delivery invoice, but risk of loss and damage shall not pass to Buyer until completion 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 additional services by 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. 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 Time is of the essence and with respect to Seller’s provision of any Goods and/or the performance of any Services covered by this Order. If delivery of Goods or rendering of Services is not completed by the time specified in this Order, Buyer mayreserves the right without liability, without penalty or liability and in addition to its other rights and remedies, to terminate this Order by written notice to Seller and deemed effective when received by Seller as to Goods not yet shipped or Services not yet rendered. Buyer shall have the right to purchase substitute items or services elsewhere and charge Seller for any other remedies available loss incurred. Delivery shall occur and risk of loss, title and ownership of the Goods being purchased hereunder shall pass 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 upon Xxxxx’s acceptance of the Order. Any Goods provided such rejected Goods shall be returned conform to Seller at Seller’s risk the quantity, quality 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 specifications set forth on the face of this Order. Seller represents and warrants that it will have the Order, Delivery shall be made FOB Destination right to Buyer’s facility/ Freight Collect. Title of sell the Goods passes to Buyer and that 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 thereinGoods will pass to Buyer; free from any encumbrance or charge. Seller agreesshall indemnify and hold Buyer harmless from any liens or other claims in connection with the execution of this Order. All Goods will be shipped to Buyer prepaid unless stated otherwise by Xxxxx on the face of this Order. Seller shall provide a Material Safety Data Sheet (MSDS) indicating any toxic substances contained in the Goods provided hereunder. Quality and Warranty. Seller warrants that all Services will be performed and rendered in a safe, diligent, skillful and workmanlike manner, in accordance with sound and generally accepted standards for Seller’s industry, shall be free from defects in workmanship, shall conform strictly to any other descriptions incorporated herein, shall be suitable for their intended purpose, shall be of merchantable quality, and will cause its personnel shall comply with all applicable laws and regulations. Should any failure to agree, that with respect to meet 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.of the warranties stated herein appear within twelve (12) months of the performance of the Services or eighteen